UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment No. 3
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The
Securities Exchange Act of 1934
UONLIVE
CORPORATION
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(Exact name of registrant as specified in its charter)
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Nevada
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87-0629754
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1107, Lippo Centre Tower 1,
89 Queensway,
Admiralty, Hong Kong
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00000
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(Address of principal executive office)
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(Zip Code)
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Registrant’s telephone number including
area code: +852 2392 2326
Securities to be registered pursuant to
Section 12(b) of the Act:
None
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None
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(Title of class)
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Name of each exchange on which each class is to be registered
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Securities to be registered pursuant to
Section 12(g) of the Act:
Common Stock, par value $0.001 per share
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None
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(Title of class)
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Name of each exchange on which each class is to be registered
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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
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
TABLE OF CONTENTS
ITEM 1.
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BUSINESS.
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1
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ITEM 1A.
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RISK FACTORS.
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6
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ITEM 2.
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FINANCIAL INFORMATION.
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15
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ITEM 3.
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PROPERTIES.
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16
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ITEM 4.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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17
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ITEM 5.
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DIRECTORS AND EXECUTIVE OFFICERS.
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18
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ITEM 6.
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EXECUTIVE COMPENSATION.
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20
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ITEM 7.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
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20
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ITEM 8.
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LEGAL PROCEEDINGS.
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20
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ITEM 9.
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MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS.
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21
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ITEM 10.
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RECENT SALES OF UNREGISTERED SECURITIES.
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21
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ITEM 11.
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DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.
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21
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ITEM 12.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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23
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ITEM 13.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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24
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ITEM 14.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
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25
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ITEM 15.
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FINANCIAL STATEMENTS AND EXHIBITS.
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25
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EXPLANATORY NOTE
Uonlive Corporation is filing this General
Form for Registration of Securities on Form 10, or this “registration statement,” to register its common stock, par
value $0.001 per share (“Common Stock”), pursuant to Section 12(g) of the Securities Exchange Act of 1934. Unless otherwise
mentioned or unless the context requires otherwise, when used in this registration statement, the terms “Company,”
“we,” “us,” “our” and “UOLI” refer to Uonlive Corporation.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This following information specifies certain
forward-looking statements of management of our Company. Forward-looking statements are statements that estimate the happening
of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking
terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar
terms, variations of those terms, or the negative of those terms. The forward-looking statements specified in the following information
have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable.
Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred
from those forward-looking statements.
The assumptions used for purposes of the
forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty
as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation
of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require
the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated
or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements.
The market data and other statistical information
contained in this registration statement are based on internal Company estimates of our past experience in the industry, general
market data, and public information which was not commissioned by us for this filing.
ITEM 1. BUSINESS
History of Our Company
We were incorporated
in the State of Nevada on January 29, 1998 under the name Weston International Development Corporation to conduct any lawful business,
to exercise any lawful purpose and power, and to engage in any lawful act or activity for which corporations may be organized under
the General Corporation Laws of Nevada. On July 28, 1998, its name was changed to Txon International Development Corporation.
On August 14,
2000, pursuant to a share exchange agreement dated August 10, 2000, by and among Main Edge International Limited (“Main Edge”),
Virtual Edge Limited (“Virtual Edge”), Richard Ford, Jeanie Hildebrand and Gary Lewis, we acquired from Main Edge all
of the shares of Virtual Edge (the “Acquisition”) in exchange for an aggregate of 1,961,175 shares of our common stock,
which shares equaled 75.16% of Txon International’s issued and outstanding shares after giving effect to the Acquisition.
On September 15, 2000, Txon International Development Corporation changed its name to China World Trade Corporation (“CWTD”).
On March 28, 2008,
CWTD entered into a Share Exchange Agreement (the “Exchange Agreement”) by and among CWTD, William Tsang (“Tsang”),
Uonlive Limited, a corporation organized and existing under the laws of the Hong Kong SAR of the People’s Republic of China
(“Uonlive”), Tsun Sin Man Samuel, Chairman of Uonlive (“Tsun”), Hui Chi Kit, Chief Financial Officer of
Uonlive (“Hui”), Parure Capital Limited, a corporation organized and existing under the laws of the British Virgin
Islands and parent of Uonlive (“Parure Capital”). Upon closing of the share exchange transaction contemplated
under the Exchange Agreement, Tsun and Hui transferred all of their share capital in Parure Capital to CWTD in exchange for an
aggregate of 150,000,000 shares of common stock of the Registrant and 500,000 shares of Series A Convertible Preferred Stock of
the Registrant, which is convertible after six months from the date of issuance into 100 shares of common stock of the Registrant,
thus causing Parure Capital to become a direct wholly-owned subsidiary of the Registrant.
On July 2, 2008,
the proposal to amend the articles of incorporation to change the name of the corporation to Uonlive Corporation was approved by
the action of a majority of all shareholders entitled to vote on the record date and by CWTD’s Board of Directors. CWTD desired
to change its name to truly reflect its new business as a holding company for Uonlive Limited, and possibly other companies that
may be acquired in the future by the company (the “Company” or “Uonlive”).
On May 15, 2009,
the Company approved the 1 for 100 reverse split of its common stock.
The Company initially
ceased operations in early 2015. The Company has fully impaired all assets since the shutdown of its operations in 2015 and recorded
the effects of this impairment as part of its discontinued operations.
On May 2, 2017,
Parure Capital was struck off the BVI Register of Companies for non-payment of annual fees. Therefore, Parure Capital was no longer
a subsidiary of the Company.
On June 15, 2018, the Eighth Judicial District
Court of Nevada appointed Small Cap Compliance, LLC (“Custodian”) as custodian for Uonlive Corporations., proper notice
having been given to the officers and directors of Uonlive Corporation. There was no opposition.
On June 20, 2018, the Custodian appointed
Rhonda Keaveney as CEO, Secretary, Treasurer and Director of the Company.
On August 7, 2018, the Company filed a
certificate of reinstatement with the state of Nevada.
On
September 7, 2018, the Company authorized the issuance of 1,000,000 shares of Convertible Series B Preferred Stock. Each one Convertible
Series B Preferred Stock was entitled to be converted into 1,000 shares of common stock. Also, each one Convertible Series B Preferred
Stock was entitled to 1,000 votes of common stock. 150,000 shares of Convertible Series B Preferred Stock were issued to Chuang
Fu Qu Kuai Lian Technology (Shenzhen) Limited giving Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited the voting control of
the Company.
Also
on September 7, 2018, Raymond Fu was appointed as President, Chief Executive Officer, Secretary, Treasurer and member of our Board
of Directors of the Company and Rhonda Keaveney resigned as Chief Executive Officer, Treasurer, Secretary, and member from the
Board of Directors.
On
December 6, 2018, the Eighth Judicial District Court of Nevada discharged Small Cap Compliance, LLC as custodian for Uonlive
Corporations.
On April
10, 2019, pursuant to an Acquisition Agreement, the Company contracted to acquire 80% of the issued and outstanding capital stock of Truly
Organic Limited, a Hong Kong based company (“Truly Organic”), specializing in organic agriculture certification consulting
in South East Asia. However, Truly Organic was unable to provide financial statements capable of being audited by a PCAOB independent
public accountant, as required in the Acquisition Agreement. Therefore, such acquisition did not close.
On January 13, 2020,
Edwin Lun, the existing secretary of the Board of Directors resigned. On January 13, 2020, the Board of Directors accepted his resignation.
Also on January 13, 2020, (i) Timothy Chee Yau Lam was appointed and consented to act as the new secretary of the Board of Directors
and a member of the Board of Directors of the Company, (ii) Kwok Fai Thomas Yip was appointed and consented to act as a member of the
Board of Directors of the Company, and (iii) Chi Wai Michael Woo was appointed and consented to act as a member of the Board of Directors
of the Company. On February 2021, Mr Kwok Fai Thomas Yip resigned as a member of the Board of Directors.
On March 2, 2020, pursuant to a Definitive
Share Exchange Agreement, Uonlive Corporation (the “Company”) acquired 100% of the issued and outstanding capital
stock of Asia Image Investing Limited (“Asia Image”), a Hong Kong based company, specializing in trade, distribution,
and consulting in Hong Kong in the tea industry. The Company issued 100,000 shares of common stock, representing 4.8% of the Company’s
outstanding shares of common stock, calculated post-issuance in exchange for the 100% issued and outstanding capital stock of
Asia Image Investing Limited.
Corporate Structure
On March 2, 2020,
the Company entered into a Definitive Share Agreement whereby Mr. Raymond Fu, the sole shareholder of Asia Image Investment Limited,
relinquished all his shares in Asia Image and acquired 100,000 shares of the Company. Consequently, Asia Image became a wholly-owned
subsidiary of the Company.
As reflected in
the accompanying financial statements, the Company has no source of revenues and needs additional cash resources to maintain its
operations. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital
or obtain necessary debt financing. These factors raise substantial doubt about our ability to continue as a going concern. As
discussed elsewhere, our current business plan is to seek and identify a privately-held operating company desiring to become a
publicly held company by combining with us through a reverse merger or acquisition type transaction. We cannot predict when, if
ever, we will be successful in this venture and, accordingly, we may be required to cease operations at any time, if we do not
have sufficient working capital to pay our operating costs for the next 12 months and we will require additional funds to pay our
legal, accounting and other fees associated with our Company and its filing obligations under United States federal securities
laws, as well as to pay our other accounts payable generated in the ordinary course of our business.
On October 27,
2020, the Company appointed AJSH & Co LLP, a PCOAB registered firm as its independent registered accounting firm who performed
the Company’s audit for the period ended December 31, 2019 and December 31, 2018.
AJSH &
Co LLP also performed the audit for Asia Image Investment Limited for the periods ended December 31 2019, and December 31, 2018.
Business Overview
Previously, our main business had been
operating an online radio station targeted at younger audience. However, we are in the period of transitioning into operating
our business to the tea industry. We are a trading, distribution, and consultancy company with experience in China products with
a focus on tea planting and sales, research and development. The company’s business scope includes partnering with tea plantations
for tea production, such as Dongguan Gongxiang Tea Food Company Ltd and sales as well as agricultural tourism. Our production
is focused primarily in pu-er tea.
We have experience in the China market
and can leverage off that experience to bring together the various traditional products with customers using e-distribution channels.
Our revenue streams are generated from the sale of such products throughout China.
We are expanding our business model by
connecting traditional products through e-channels and using technological innovation as a driving force to connect end users to
increase sales. The company intends to continuously expand the market share in the various products that it is involved in. It
is committed to grow into one of the larger market players in the sphere.
We seek to grow our business by pursing
the following strategies:
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Increasing our customer base by using various e-distribution
channels
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offering high quality traditional products for repeat business
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Expanding our lead generation services enabling the business
to better engage their customers
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Building our own custom e-channel distribution channel
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Creating cross-selling synergies between the various suit of products and services being sold to
the customers
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Using a scalable business model to eliminate certain barriers
and rapid growth
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Industry Overview
The tea industry in China is a thriving
market. The aggregate Revenue in the industry amounts to USD 92,684,000,000 of sales as at April 2020 and is expected to grow
annually by 5.8%1.
Pursuant to statista.com, tea is the most
consumed hot drink worldwide and the most consumed non-alcoholic beverage overall. It is especially important in Asia and Eastern
Europe as well as in the United Kingdom. It serves the purpose of both caffeination and hydration. In China, tea has a much higher
degree of prestige with upscale specialty products. Depending on the quality of the tea, a kilogram of tea in China can go for
upwards of USD 100,0002.
1 Figures provided by Statista - https://www.statista.com/topics/4688/tea-industry-in-china/
2 See 1 above.
Given the prevalence of tea in China, combining
it together with e-distribution channels can increase the industry growth and sales of the product.
Our Strategy
We intend to modernize and enhance the
experience of China products by distributing our products through e-distribution channels. In addition to tea, the company plans
on expanding into other areas and industries such as poultry breeding and sales, fruit seedling planting and sales.
Our business objective is to generate revenues
based on the sale of the products and to maintain and grow a customer base based upon our internal database.
Our target market is the China consumer
market as well as corporate clients. Given the importance of tea culture within China, being a consumable, this product becomes
a staple for meetings in board rooms and at home as an everyday product.
The Company seeks to leverage management’s
experience to expand its consumer base, starting with corporate clients.
Potential competitors
There will be an abundance of competitors
in the market, given the highly competitive environment we operate in, from both existing competitors and new market entrants.
The Company’s competitors include Urban Tea Inc., Maiji (“麦吉”),
Luosennina (“罗森尼娜”), NAYUKI
(“奈雪的茶”), and Chayanyuese
(“茶颜悦色”), all of which
are located in the Hunan province. However, given that this is a consumable product that is used daily, the market should able
to absorb all such products.
Products
Currently
our tea plantation partners offer a wide range of tea drinks. The products are focused on not only their taste but also their aesthetic
presentation and health benefits. Our products are currently being offered via our managed stores. The product is produced, packaged
and ready for consumption by our tea plantation partners in China.
Our goal is to
be a leading brand of tea beverages in each city in which we currently and intend to operate, by selling the finest quality tea
beverages and related products, as well as complementary food offerings, and by providing each customer with a pleasant and comfortable
environment. The current products being offered by our tea plantation partners are being sold in Fujian, in China.
The main product being sold is Yunnan Chi
Tse Beeng Cha, which is a type of pu-er tea.
Seasonality
The industry for
the sale of tea-based beverages goes through a peak season from April to October, while the rest of the year is off-season. Moreover,
seasonality includes adverse weather conditions and ordering during festive seasons, specifically Chinese New Year, where many
of the factories may be closed. We have implemented a few measures to mitigate the impact of such seasonal fluctuations in sale,
such as taking reserve stock to be sold during the off-season. As pu-er tea can be aged, keeping pu-er tea stock not only increases
our inventory, but is also a good investment for later sales.
Management, Culture and Training
We are guided by a philosophy that recognizes
customer service and the importance of delivering optimal performance.
Passion for Tea. We seek to recruit, hire,
train, retain and promote qualified, knowledgeable and enthusiastic business partners who share our passion for tea and strive
to deliver an extraordinary retail experience to our customers.
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Extensive Training. We have specific training and certification requirements for potential business
partners, including undergoing food handlers’ certification and foundational training. This process helps ensure that all
team members educate our customers and execute our standards accurately and consistently. As team members progress to the assistant
manager and manager levels, they undergo additional weeks of training in sales, operations and management.
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Business and Strategic Partners
Currently, we are strategically aligned
with Dongguan Gongxiang Tea Food Company Ltd, which is a tea plantation in Fujian that supplies the products mentioned above.
Licenses,
Permits and Government Regulations
PRC Legal System
The PRC legal
system is a civil law system based on the PRC Constitution and is made up of written laws, regulations and directives. Unlike in
the US where the law built partly upon decisions of common law cases, court cases in the PRC do not constitute binding precedents.
The governmental directives are organized in the following hierarchy.
The National People’s
Congress of the PRC (“NPC”) and the Standing Committee of the NPC are empowered by the PRC Constitution to exercise
the legislative power of the state. The NPC has the power to amend the PRC Constitution and to enact and amend primary laws governing
the state organs and civil and criminal matters. The Standing Committee of the NPC is empowered to interpret, enact and amend laws
other than those required to be enacted by the NPC.
The State Council
of the PRC is the highest organ of state administration and has the power to enact administrative rules and regulations. Ministries
and commissions under the State Council of the PRC are also vested with the power to issue orders, directives and regulations within
the jurisdiction of their respective departments. Administrative rules, regulations, directives and orders promulgated by the State
Council and its ministries and commissions must not be in conflict with the PRC Constitution or the national laws and, in the event
that any conflict arises, the Standing Committee of the NPC has the power to annul such administrative rules, regulations, directives
and orders.
At the regional
level, the people’s congresses of provinces and municipalities and their standing committees may enact local rules and regulations
and the people’s government may promulgate administrative rules and directives applicable to their own administrative area.
These local laws and regulations may not be in conflict with the PRC Constitution, any national laws or any administrative rules
and regulations promulgated by the State Council.
Rules, regulations
or directives may be enacted or issued at the provincial or municipal level or by the State Council of the PRC or its ministries
and commissions in the first instance for experimental purposes. After sufficient experience has been gained, the State Council
may submit legislative proposals to be considered by the NPC or the Standing Committee of the NPC for enactment at the national
level.
Governmental Regulations in Relation
to the Company’s Businesses
Regulations
Related to Retail
There are no separate
mandatory legal provisions on the retail business model in the PRC. Companies and individual businesses may engage is the retail
business as long as they have registered with the commerce departments in accordance with the laws such as the Regulation on Individual
Industrial and Commercial Households and Administration of the Registration of Enterprises As Legal Persons, and include “retail”
in the business scope on their business license.
ITEM 1A. RISK FACTORS.
RISK FACTORS
Risks Relating to Our Business and Industry.
Our limited operating history may
not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates.
Our limited operating history may not represent
our future growth or financial performance. There is no guarantee that we will be able to maintain historical growth rates in the
future. Our growth rate may decline for a variety of possible reasons, some of which we have no control over, including reducing
customer spending, increasing competition, declining growth in China’s tea industry, the emergence of alternative business
models, or government policies or overalls, changes in economic conditions. We will continue to expand our product range to bring
greater convenience to our customers and increase our customer base and transaction volume. However, the implementation of our
expansion plan will be affected by uncertainty. For the above reasons, the total number of goods sold and the number of customers
may not increase at the rate we expect. In addition, because our business model is innovative in China’s tea sales industry,
it adds to the difficulty of assessing our business and future prospects based on our past operations or financial performance.
Our limited operating experience and limited brand recognition in other regions of the PRC may limit our expansion strategy and
cause our business and growth to suffer.
Our future growth
depends, to a considerable extent, on our expansion efforts in different provinces of other regions in the PRC. Our current operations
are based largely in the Fujian province. We have a limited number of customers and limited experience in operating outside of
Fujian province. We may also encounter difficulty expanding in other regions’ markets because of limited brand recognition.
In particular, we have no assurance that our marketing efforts will prove successful outside of the narrow geographic regions in
which they have been used. In addition, we may encounter challenges in certain regions in establishing consumer awareness and loyalty
or interest in our products and our brand. The expansion into other regions may also present competitive, merchandising, forecasting
and distribution challenges that are different from or more severe than those we currently face. Failure to develop new markets
outside of Hunan or disappointing growth outside of Hunan may harm our business and results of operations.
A widespread
health epidemic could adversely affect our business.
Our business could
be severely affected by a widespread regional, national or global health epidemic such as the recent outbreak of COVID-19. A widespread
health epidemic may cause customers to avoid public gathering places such as our stores or otherwise change their shopping behaviors.
Additionally, a widespread health epidemic could adversely affect our business by disrupting production of products to our stores
and by affecting our ability to appropriately staff our stores.
As we continue to grow rapidly, we
will continue to encounter challenges in implementing our managerial, operating and financial strategies to keep up with our growth.
The major challenges in managing our business growth include, among other things:
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Controlling incurred costs in a competitive environment.
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Ensuring that our third-party suppliers continue to meet our quality and other standards and meet
our future operational needs.
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Attracting, training and retaining a growing workforce
to support our operations.
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If we fail to acquire new customers or retain existing
customers in a cost-effective manner, our
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Failure to maintain the quality of our products could have a material and adverse effect on our
reputation, financial condition and results of operations.
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Overall, we face fierce competition in the Chinese tea industry, and our products are not proprietary
products. If we fail to compete effectively, we may lose market share and customers, and our business, financial condition and
results of operations may be materially and adversely affected.
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The growth of our business will depend to a certain extent on our recognition of the brand, and
any failure to maintain, protect and enhance our brand will limit our ability to expand or retain our customer base, which will
be our business, financial situation And performance has a significant adverse impact on operations.
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Maintaining, protecting and enhancing
the recognition of our brand is critical to our business and market position.
We believe that
maintaining and enhancing our brand image, particularly in new markets where we have limited brand recognition, is important to
maintaining and expanding our customer base. Our ability to successfully integrate new stores into their surrounding communities,
to expand into new markets or to maintain the strength and distinctiveness of our brand in our existing markets will be adversely
impacted if we fail to connect with our target customers. Many factors, some of which are beyond our control, are important to
maintaining, protecting and enhancing our brand. These factors include but not limited to our ability to:
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Maintain the quality and attractiveness of the products we offer.
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Develop and launch services that meet customer needs.
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Provide a superior customer experience.
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Increase brand awareness through marketing and branding campaigns.
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Maintain good relationships with our suppliers and partners.
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We face
significant competition from other specialty tea and beverage retailers and retailers of grocery products, which could
adversely affect us and our growth plans.
The Chinese tea market
is highly fragmented. We compete directly with a large number of relatively small independently owned tea retailers and
a number of regional and national tea retailers, as well as retailers of grocery products, including loose-leaf tea and tea bags
and other beverages. We compete with these retailers on the basis of taste, quality and price of product offered, atmosphere, location,
customer service and overall customer experience. We must spend considerable resources to differentiate our customer experience.
Some of our competitors may have greater financial, marketing and operating resources than we do. Therefore, despite our efforts,
our competitors may be more successful than us in attracting customers. In addition, as we continue to drive growth in our category
in Hunan, our success, combined with relatively low barriers to entry, may encourage new competitors to enter the market. As we
continue to expand geographically, we expect to encounter additional regional and local competitors.
Changes in the beverage environment
and retail landscape could impact our financial results.
The beverage environment
is rapidly evolving as a result of, among other things, changes in consumer preferences; shifting consumer tastes and needs; changes
in consumer lifestyles; and competitive product and pricing pressures. In addition, the beverage retail landscape is dynamic and
constantly evolving, not only in emerging and developing marketplaces, where modern trade is growing at a faster pace than traditional
trade outlets, but also in developed marketplaces, where discounters and value stores, as well as the volume of transactions through
e-commerce, are growing at a rapid pace. If we are unable to successfully adapt to the rapidly changing environment and retail
landscape, our share of sales, volume growth and overall financial results could be negatively affected.
We may increasingly become the target
of public scrutiny, including complaints against regulators, negative media coverage, and malicious allegations, all of which can
seriously damage our reputation and have a significant adverse impact on our business and prospects.
Any negative publicity or regulations would
have a material adverse effect on our ability to generate revenue and to continue to grow. It could reduce our customer base significantly.
A major disruption in the operation
of third-party vendors and partners could disrupt our operations.
Our utilization
of third-party delivery services for shipments is subject to risks, including increases in fuel prices, which would increase our
shipping costs, and employee strikes and inclement weather, which may impact third parties’ abilities to provide delivery
services that adequately meet our shipping needs. If we change shipping companies, we could face logistical difficulties that could
adversely affect deliveries, and we would incur costs and expend resources in connection with such change. Moreover, we may not
be able to obtain terms as favorable as those we receive from the third-party transportation providers that we currently use, which
in turn would increase our costs and thereby adversely affect our operating results. Our limited operational control of third-party
suppliers and other business partners, and any significant disruption to operations may adversely affect our operations. For example,
a severe disruption in the operation of our tea leaf suppliers may result in a shortage of our products, and a major disruption
in the operation of the Internet Service Provider may affect the operation of our applications. If we are unable to resolve the
impact of disruptions to the operation of third-party vendors or service providers, our business operations and financial results
may be materially and adversely affected.
We are subject to regulations, and
future regulations may impose additional requirements and obligations on our business or otherwise materially and adversely affect
our business, reputation, financial condition and results of operations.
We are subject to regulations regarding
a variety of aspects of the Company’s business including taxation, environmental and safety. Changes or additions to such
regulations would cause a material increase in the Company’s overhead.
Currently, Raymond Fu has significant
control and voting power in all matters submitted to our stockholders for approval.
Currently, our an officer and director
of the Company, Raymond Fu, owns approximately 98% of the voting power of our outstanding capital stock. As a result, Raymond
Fu has significant control and voting power in all matters submitted to our stockholders for approval including:
• Election of our board of directors;
• Removal of any of our directors;
• Amendment of our Certificate
of Incorporation or bylaws;
• Adoption of measures that could
delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
As a result of his ownership, Raymond
Fu is able to influence all matters requiring stockholder approval, including the election of directors and approval of significant
corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by Raymond Fu could affect
the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the
value of your investment in our company may decrease. Raymond Fu’s stock ownership may discourage a potential acquirer from
making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our
stockholders from realizing a premium over our stock price.
Because we may be deemed a shell
company, it will likely be difficult for us to obtain additional financing by way of private offerings of our securities or retain
qualified employees or advisers.
We may be deemed a “shell company” within
the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Accordingly,
the holders of securities purchased in private offerings of our securities we make to investors will not be able to rely on the
safe harbor from being deemed an underwriter under SEC Rule 144 in order to resell their securities. This will likely make it
more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities
in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders
of restricted securities usually rely to resell securities. Furthermore, if we are deemed a “shell company,” we will
be unable to utilize Form S-8 as a registration statement for automatic effectiveness for employees or advisers, thereby hampering
our ability to hire or retain qualified employees or advisers.
If we are deemed a shell company,
the shares we issue, if any, will be restricted from resale under Rule 144.
These shares are currently restricted
from trading under Rule 144. They will only be available for resale, within the limitations of Rule 144, to the public if:
(i) We are no longer a shell company
as defined under section 12b-2 of the Exchange Act. A “shell company” is defined as a company with no or
nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents;
(ii) We have filed all Exchange Act
reports required for at least 12 consecutive months; and
(iii) If applicable, at least one year
has elapsed from the time that we file current Form 10-type of information on Form 8-K or other report changing our status from
a shell company to an entity that is not a shell company.
Risks associated with doing business
in China
Changes in China’s economic,
political or social conditions or government policies may have a material adverse effect on our business and operations.
Substantially all of our assets and operations
are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to
a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies
of most developed countries in many respects, including the level of government involvement, level of development, growth rate,
control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the
utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment
of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by
the government. In addition, the Chinese government continues to play a significant role in regulating industry development by
imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through
allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential
treatment to particular industries or companies.
While the Chinese economy has experienced
significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any
adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China
could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business
and operating results, lead to a reduction in demand for our products and adversely affect our competitive position. The Chinese
government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures
may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results
of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition,
in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of
economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating
results.
The PRC legal system is a civil law
system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for
reference but have limited precedential value. Therefore, the Company’s susceptibility to such laws is unknown.
In 1979, the PRC government began to promulgate
a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation
over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China.
However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently
cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory
agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published
decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator
significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve
uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies
and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a
result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.
Any administrative and court proceedings
in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative
and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more
difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more
developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered and could materially
and adversely affect our business, financial condition and results of operations.
Chinese law prohibits or restricts
companies belonging to foreign countries from operating some certain businesses.
According to Chinese law, some businesses
are not allowed to be operated by the companies whose ownership is not a Chinese company. We are a US company registered in Nevada. Each
company in our organization chart is a subsidiary. The legality and effectiveness of this control method are accorded with Chinese laws
and regulations. Catalogue of Guidance for Foreign Investment Industries (Revised in 2017): Directory of restricted foreign investment
industries has deleted and Canceled the restriction for foreign ownership or investment of Wholesale, retail and logistic distribution
of automobiles. Before modification, according to Catalogue of Guidance for Foreign Investment Industries (2002 Edition): Directory of
restricted foreign investment industries "VI. 2.Wholesale and Retail Trade,", the wholesale and retail of automobiles is restricted
for foreign ownership or investment. Therefore, according to Catalogue of Guidance for Foreign Investment Industries (Revised in 2017)
and Foreign investment access negative list(2018)issued
by the Chinese government with legal effect. The businesses in the wholesale, retail and logistic distribution of automobiles that the
company is engaged in does not require any permission from PRC regulatory authorities. Our business is also in accordance with the provisions
of Chinese laws and is not prohibited or restricted.
We may be subject to liability for
placing advertisements with content that is deemed inappropriate or misleading under PRC laws.
According to Chinese law, if any advertisement
issued by the company infringes the rights and interests of a third party, the company shall bear the liability for compensation,
which may cause our financial loss. Of course, the company top management team has prepared knowledge and solution for this.
Any failure by our subsidiaries or
their equity holders to perform their obligations under the contractual arrangements would have a material adverse effect on our
business, financial condition and results of operations.
The contractual arrangements are governed
by PRC law and provide for the resolution of disputes through arbitration or court proceedings in China. Accordingly, these contracts
would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The
legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties
in the PRC legal system could limit our ability to enforce the contractual arrangements. Under PRC law, if the losing parties fail
to carry out the arbitration awards or court judgments within a prescribed time limit, the prevailing parties may only enforce
the arbitration awards or court judgments in PRC courts, which would require additional expense and delay. If we cannot enforce
the contractual arrangements, we may not be able to exert effective control over the subsidiaries, and our ability to conduct our
business, as well as our financial condition and results of operations, may be materially and adversely affected.
We may be subject to additional contributions
of social insurance and housing fund and late payments and fines imposed by relevant governmental authorities. Non-compliance with
labor-related laws and regulations of the PRC may have an adverse impact on our financial condition and results of operation.
In accordance with the PRC Social Insurance
Law and the Regulations on the Administration of Housing Fund and other relevant laws and regulations, China establishes a social
insurance system and other employee benefits including basic pension insurance, basic medical insurance, work-related injury insurance,
unemployment insurance, maternity insurance, housing fund, and a handicapped employment security fund, or collectively the Employee
Benefits. An employer shall pay the Employee Benefits for its employees in accordance with the rates provided under relevant regulations
and shall withhold the social insurance and other Employee Benefits that should be assumed by the employees. For example, an employer
that has not made social insurance contributions at a rate and based on an amount prescribed by the law, or at all, may be ordered
to rectify the non-compliance and pay the required contributions within a stipulated deadline and be subject to a late fee of up
to 0.05% or 0.2% per day, as the case may be. If the employer still fails to rectify the failure to make social insurance contributions
within the stipulated deadline, it may be subject to a fine ranging from one to three times of the amount overdue.
Under the Social Insurance Law and
the Regulations on the Administration of Housing Fund, PRC subsidiaries shall register with local social insurance agencies and
register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both
PRC subsidiaries and their employees are required to contribute to the Employee Benefits.
As the interpretation and implementation
of labor-related laws and regulations are still evolving, we cannot assure you that our employment practice does not and will not
violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we
are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our
employees and our business, financial condition and results of operations could be materially and adversely affected.
The equity holders, directors and
executive officers of the subsidiaries, as well as our employees who execute other strategic initiatives may have potential conflicts
of interests with the Company.
If any of the equity holders, directors
and executive officers of the Company’s subsidiaries, as well as our employees who execute other strategic initiatives, have
a conflict of interests with the Company, they may bring an opportunity elsewhere. Thereby, the Company would lose out on the business.
Under PRC law, legal documents for
corporate transactions, including agreements and contracts are executed using the chop or seal of the signing entity or with the
signature of a legal representative whose designation is registered and filed with relevant PRC industry and commerce authorities.
To ensure the use of our seals and seals,
we have established internal control procedures and rules for the use of these seals and seals. If a seal and seal are to be used,
the responsible person will submit an application through our office automation system, and the application will be verified and
approved by an authorized employee in accordance with our internal control procedures and rules. In addition, in order to maintain
the physical security of the seals, we usually store them in a secure location that only authorized employees can access. Although
we monitor these authorized employees, these procedures may not be sufficient to prevent all abuse or negligence. Our employees
are at risk of abuse of authority. For example, any employee who acquires, abuses or misappropriates our seals and seals or other
controlling intangible assets for any reason, we may suffer from disruption of normal business operations, and we may have to take
a company Or legal action, this can cost a lot of time and money. Resolve and transfer resources for managing resources.
Future inflation in China may inhibit
our ability to conduct business in China.
In recent years, the Chinese economy has
experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past ten years, the rate of inflation
in China has been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by the Chinese government, from
time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation.
High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action,
which could inhibit economic activity in China, and thereby harm the market for our products and our company.
Claims against the Company or its
management may be hard to initiate and to enforce. Even if successful, claims against the Company or its management may be nearly
impossible to collect upon.
While the Company’s service of process
provider, INCSMART.BIZ, INC., is located at 2616 Willow Wren Dr., North Las Vegas, NV, 89084, USA, there is no guarantee that service
of process can be successfully completed against the Company or its management, as they are based in China. Even with successful
service of process to INCSMART.BIZ, INC., you may be unable to enforce a court judgment against the Company or its management,
as they have no property in the United States, to which such judgment could be attached.
Courts in China may not enforce a
judgment against the Company or its management that was obtained in the United States, nor may such courts hear a claim based on
U.S. federal securities laws.
Even if you are able to obtain a judgement
against the Company or its management in the United States, it may not be enforced by the courts in China based upon the civil
liability provisions of the U.S. federal securities law. Furthermore, you may be unable to bring a claim directly in China, based
upon U.S. federal securities, even though your investment and the public filings of the Company are governed by U.S. federal securities
laws.
Risks Related to the Market for our
Stock
The OTC and share value
Our Common Stock trades over the counter,
which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”)
Pink Sheets. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between
bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These
factors may result in higher price volatility and less market liquidity for our Common Stock.
Low market price
A low market price would severely limit
the potential market for our Common Stock. Our Common Stock may trade at a price below $5.00 per share, subjecting trading in the
stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ
equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”).
Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market
and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons
other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must
make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction
prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations
for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s
presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written
confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by
such requirements could discourage broker-dealers from effecting transactions in our Common Stock.
Lack of market and state blue sky
laws
Investors may have difficulty in reselling
their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire
to purchase them in any trading market that might develop in the future should be aware that there may be significant state law
restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available
for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek
coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.”
This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing
the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the
security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors,
(2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet
or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore,
the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers
selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor
Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals.
A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals.
The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.
Accordingly, our shares of Common Stock
should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
Penny stock regulations
We will be subject to penny stock regulations
and restrictions and you may have difficulty selling shares of our Common Stock. The Commission has adopted regulations which generally
define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny
stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule
imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers.
For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have
received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability
of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary
market.
For any transaction involving a penny stock,
unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the
Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the
broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required
to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in
penny stock.
We do not anticipate that our Common Stock
will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule,
we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person
from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.
Rule 144 Risks
Sales of our Common Stock under Rule 144 could
reduce the price of our stock. There are 652,096,355 issued and outstanding shares of our Common Stock held by affiliates that Rule 144
of the Securities Act defines as restricted securities.
These shares will be subject to the resale
restrictions of Rule 144, should we hereinafter cease being deemed a “shell company”. In general, persons holding restricted
securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than 1.0% of the
total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at
the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market
prices for our securities.
No audit or compensation committee
Because we do not have an audit or compensation
committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions.
We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation
committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent
directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions
concerning management compensation and audit issues that may affect management decisions.
Security laws exposure
We are subject to compliance with securities
laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of our
Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those
of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions
depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any
legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we
may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.
If any such offering did not qualify for
such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that
if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states
where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification
provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in
seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally,
if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties
imposed by the Commission and state securities agencies.
No cash dividends
Because we do not intend to pay any cash
dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We
intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any
cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able
to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares
of our Common Stock when desired.
Delayed adoption of accounting standards
We have delayed the adoption of certain
accounting standards through an opt-in right for emerging growth companies. We have elected to use the extended transition period
for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, which allows us to delay the adoption
of new or revised accounting standards that have different effective dates for public and private companies until those standards
apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply
with public company effective dates.
ITEM 2. FINANCIAL INFORMATION
Management’s Plan of Operation
The following discussion contains forward-looking
statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements
by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”,
“estimate”, “expect”, “project”, “intend”, “plan”, “believe”,
and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From
time to time, we also may provide forward-looking statements in other materials we release to the public.
Overview
The Company’s current business
objective is to seek operate in the tea industry, including acting as a distributor. We intend to use the Company’s limited
personnel and financial resources in connection with such activities.
Results Of Operations During The Year Ended December 31,
2020 As Compared To The Year Ended December 31, 2019
Revenue
For the year ended December 31, 2020 and 2019,
the Company generated no revenue.
Expenses
For the year
ended December 31, 2020, the Company incurred $373,713 as total operating expenses which consists of $372,887 as professional fees which
primarily includes fees for management services valued at $345,576 in consideration to which Convertible Preferred Stock has been issued
to Uonlive (Hong Kong) Limited. Mr. Raymond Fu, President, and Chief Executive Officer of the Company
is also the indirect beneficial owner of Uonlive (Hong Kong) Limited. For the year ended December 31, 2019, we incurred no operating
expenses. Also refer note no. 8.
Net Loss
For the year months ended December 31, 2020
we incurred a net loss of $372,743. We had no net loss for the year ended December 31, 2019. The increase is due to no activity during
the 2019 fiscal year and our acquisition of Asia Image.
Liquidity
Currently,
we are relying on sales of our products. Currently, we pay costs associated with running a business on a day to day basis.
As of December 31, 2020, we had current assets
of $5,092 which consists $2,758 cash on hand and $2,333 prepaid expenses and current liabilities of $268,777. As of December 31, 2019,
we had no cash on hand and current liabilities of $167,554.
To
the extent that our capital resources are insufficient to meet current or planned operating requirements, we will seek additional
funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and
from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements
with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any
portion of our future financing requirements.
No
assurance can be given that additional financing will be available when needed or that such financing will be available on terms
acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain
of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.
Off-Balance
Sheet Arrangements
As of December 31, 2020 and 2019, we did not
have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.
Contractual Obligations and Commitments
As of December 31, 2020 and 2019, we did not
have any contractual obligations.
Critical Accounting Policies
Our significant accounting policies are described in the notes
to our financial statements for the years ended December 31, 2020 and 2019, and are included elsewhere in this registration statement.
ITEM 3. PROPERTIES.
Our mailing address is 1107, Tower 1, Lippo
Centre, 89 Queensway, Admiralty, Hong Kong.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table
sets forth as of December 31, 2019 the number of shares of the Company’s common stock and preferred stock owned on record or beneficially
by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s voting stock,
and by each of the Company’s directors and executive officers and by all its directors and executive officers as a group.
List of Common stockholder
Name of Shareholder
|
Affiliation
with
Company
|
Address (State
/ Country)
|
Number of
Shares
|
Holding %
|
Note
|
Continental Worldwide Holdings Pvt Ltd
|
N/A
|
Hong Kong
|
100,000
|
5.01%
|
|
Dragon Ace Gobal Limited
|
N/A
|
Hong Kong
|
700,000
|
35.06%
|
|
Stanford Gobal Capital Limited
|
N/A
|
Hong Kong
|
550,000
|
27.55%
|
|
Standford Gobal Capital Limited
|
N/A
|
Hong Kong
|
150,000
|
7.51%
|
|
Chi Hung Tsang
|
N/A
|
Hong Kong
|
121,713
|
6.10%
|
|
Raymond Fu
|
President / CEO/ Secretary / Treasurer / Director
|
Hong Kong
|
0
|
0%
|
|
Rhonda Keaveney
|
CEO/ Secretary/ Treasurer/ Director
|
Arizona / United States of America
|
0
|
0%
|
|
List of Preference Shareholders-
Name of Shareholder
|
Affiliation
with
Company
|
Address
(State
/ Country)
|
Number
of
Shares
|
Holding
%
|
Nature of
Preference
shares
|
Notes
|
Dragon Ace Gobal Limited
|
N/A
|
Hong Kong
|
250,000
|
38.46%
|
Series A
|
|
Standford Gobal Capital Limited
|
N/A
|
Hong Kong
|
250,000
|
38.46%
|
Series A
|
|
Chuang Fu Qu Kuai Lian Technology (Shenzhen)
Limited
|
N/A
|
Hong Kong
|
150,000
|
23.08%
|
Series B
|
2
|
The following table
sets forth as of December 31, 2020 the number of shares of the Company’s common stock and preferred
stock owned on record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares
of the Company’s voting stock, and by each of the Company’s directors and executive officers and by all its directors and
executive officers as a group.
List of Common stockholder
Name of Shareholder
|
Affiliation
with
Company
|
Address
(State
/ Country)
|
Number of
Shares
|
Holding
%
|
Note
|
Raymond Fu
|
President / CEO/ Secretary / Treasurer / Director
|
Hong Kong
|
100,000
|
0.015%
|
1
|
|
|
|
|
|
|
Uonlive (Hong Kong) Limited
|
N/A
|
Hong Kong
|
650,000,000
|
99.679%
|
1
|
|
|
|
|
|
|
List of Preference Shareholders-
Name of Shareholder
|
Affiliation
with
Company
|
Address
(State
/ Country)
|
Number
of
Shares
|
Holding
%
|
Nature of
Preference
shares
|
Notes
|
Dragon Ace Gobal Limited
|
N/A
|
Hong Kong
|
250,000
|
21.37%
|
Series A
|
|
Standford Gobal Capital
Limited
|
N/A
|
Hong Kong
|
250,000
|
21.37%
|
Series A
|
|
Chuang Fu Qu Kuai Lian
Technology (Shenzhen)
Limited
|
N/A
|
Hong Kong
|
150,000
|
12.82%
|
Series B
|
2
|
Uonlive (Hong Kong) Limited
|
|
Hong Kong
|
520,000
|
44.44%
|
Series A
|
3
|
The following table
sets forth as of March 26, 2021 the number of shares of the Company’s common stock and preferred stock owned on record or beneficially
by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s voting stock,
and by each of the Company’s directors and executive officers and by all its directors and executive officers as a group.
List of Common stockholder
Name of Shareholder
|
Affiliation
with
Company
|
Address (State
/ Country)
|
Number of
Shares
|
Holding %
|
Note
|
Uonlive (Hong Kong) Limited
|
|
Hong Kong
|
650,000,000
|
99%
|
1
|
Raymond Fu
|
President / CEO/ Secretary / Treasurer / Director
|
Hong Kong
|
100,000
|
0.015 %
|
|
List of Preference
shareholders-
Name of Shareholder
|
Affiliation
with
Company
|
Address (State
/ Country)
|
Number
of
Shares
|
Holding %
|
Nature of
Preference
shares
|
Note
|
Dragon Ace Gobal Limited
|
N/A
|
Hong Kong
|
250,000
|
21.37%
|
Series A
|
|
Standford Gobal Capital Limited
|
N/A
|
Hong Kong
|
250,000
|
21.37%
|
Series A
|
|
Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited
|
N/A
|
Hong Kong
|
150,000
|
12.82%
|
Series B
|
2
|
Uonlive (Hong Kong) Limited
|
|
Hong Kong
|
520,000
|
44.44%
|
Series A
|
3
|
1 Raymond Fu is the indirect beneficial owner of
650,000,000 of common stock of the Company through Uonlive (Hong Kong) Limited, of which
Raymond Fu is the indirect beneficial owner of 99% of its share capital.
2 Raymond Fu is the indirect beneficial
owner of 150,000 of preference shares of Company through Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited.
3 Raymond Fu is the indirect beneficial owner of
520,000 of preference shares of the Company through Uonlive (Hong Kong) Limited.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
Name
|
|
Age
|
|
Position(s)
|
Raymond Fu
|
|
52
|
|
President, Treasurer, CEO, Secretary, Director
|
Timothy Lam Chee Yau
|
|
36
|
|
Secretary, Director
|
Thomas Yip Kwok Fai
|
|
61
|
|
Director
|
Michael Woo Chi Wai
|
|
52
|
|
Director
|
Rhonda Keaveney
|
|
53
|
|
Prior CEO, Secretary, Treasurer, and Director
|
FU, RAYMOND
Mr. Raymond Fu has more than 20 years of
professional experience in operations, management and M&A in the finance industry. From 1993 until 2005, Mr Fu worked various
roles at Triplenic Holdings Limited (now known as Fujian Group Limited (HKEX:181)), including as an executive director where he
helped the group grow from a market value of 1 billion HKD to 300 billion HKD. From 2005 to present, Mr Fu has held his role as
an executive director of Asia Image Investment Limited.
Mr Fu is also currently serving as the
sole director and controlling shareholder of Uonlive (Hong Kong) Limited, a company incorporated in Hong Kong, since its incorporation
on 22 May 2020. He is also the sole director and a shareholder of Chuang Fu Capital Equity CCI Capital Limited, a Hong Kong company,
since its incorporation on 4 December 2018. Chuang Fu Capital Equity CCI Capital Limited is the sole shareholder of Chuang Fu Qu
Kuai Technology (Shenzhen) Limited, a company incorporated in Shenzhen, China.
Mr. Fu has served in various public positions
including President of the Lions Club and Honorary President of the New Territories Manufacturer's Association.
LAM, CHEE
YAU TIMOTHY
Timothy was admitted
as a lawyer in New South Wales, Australia in 2007. He is also admitted and a qualified lawyer in New Zealand and Hong Kong. Since
2019, he has been a Partner in a Hong Kong law firm and has experience across multiple jurisdictions including USA, Hong Kong,
Australia, China, New Zealand, Thailand, Cayman Islands and the BVI. Timothy has worked in both domestic and international firms
in Australia and Hong Kong.
Timothy has a
Bachelors in Arts (Philosophy), Bachelors in Law, Masters in Law (Corporate and Finance), Masters in Industrial Property, Masters
in Applied Law (Commercial Litigation), Masters in Strategic Public Relations, Masters in Buddhist Studies and is currently completing
his Masters in Buddhist Counselling.
Timothy has advised
and acted for multiple listed companies in Hong Kong and Australia. He has also advised listed company board members on their obligations
and has also advised high level corporate and governmental staff as to their duties in their roles.
Timothy is a Member
of the Hong Kong Law Society, a Member of the NSW Law Society, a Governor to the Board of the Children’s Cancer Foundation
and a Fellow of the Hong Kong Institute of Directors. He has acted on multiple boards in private companies in Australia and Hong
Kong.
YIP, KWOK
FAI THOMAS
Thomas has over
40 years’ working experience spanning across numerous industries. He first started in the 1970’s as a Business Coordinator
for the Taikoo Royal Insurance Co Ltd. He has since worked across various companies at managerial and director levels including
sitting on the Board of Directors for various Hong Kong companies and USA listed companies.
From 1988 to 1993, Thomas worked as a manager
for Gibbs Insurance Consultants (HSBC Insurance Brokers (Asia) Limited. From 1993 to 2001, Thomas worked as a Deputy General Manager
for Sime Hoggs Robinson Insurance Brokers Limited. From 2001 to 2005, Thomas worked as an Assistant Director to Health Lambert
(Hong Kong) Limited. From 2005 to 2012, Thomas worked as an Executive Director for Willis Hong Kong Limited.
Since 2012, Thomas is currently serving
as a Managing Director for Seascope Risk Services (HK) Limited.
Thomas obtained
his MBA from the European University in 2017 and is a member of the Chinese Institute of Certificated Financial Planners and a
Member of the Chinese Institute of Registered Financial Analysts. Thomas is also an executive committee member of the Professional
Insurance Brokers Association, the Founder and CEO of Bassac Insurance Broker Co Ltd (a Licensed Broker in Cambodia), a Senior
Consultant and Compliance Officer to Right Choice Insurance Broker Co Ltd ( a Licensed Broker in China), an Association Executive
Committee Member of the China Grater Bay Area Standards Association Ltd, and a operation officer and licence holder of Tangent
Asia Pacific Finance Ltd (a HK Licensed Money Lender).
On February 28, 2021,
Thomas resigned all positions from the Company.
WOO, CHI
WAI MICHAEL
Michael is a consultant
and has over 20 years of specialized experience working for international financial institutions and large corporate enterprises.
His experience spans across working for various listed companies in multi-jurisdictions including the USA, Singapore, Hong Kong,
Australia and China. From 1997 to 1999, Michael joined the Australian listed company Zhongxiang Construction Group (ASX:CIH) as
a deputy manager of project financing. In 2003 to 2008, Michael joined Hong Kong First Asia Financial Group (now known as National
Investment Limited HKEX:1227) as a partner of the global capital markets team. From 2009 to 2013, Michael Joined the China Minmetals
Securities as the International Capital Markets Operations Director. From 2017 to 2019, Michael joined the HSBC Financial Group
Co., Ltd as a Chief Strategy Officer. He has been involved in multiple large-scale deals which include raising over 1 billion dollars’
worth of capital. He has also experience in managing companies at various levels including acting as a director for various company
boards.
KEAVENEY,
RHONDA
Ms. Keaveney holds
a Juris Doctor degree and a Master Certificate in Project Management. She has extensive knowledge in the areas of FINRA corporate
filings, OTC Markets filings, and SEC compliance filings. She has had over 20 years working with small cap companies. She is the
owner of Small Cap Compliance, LLC which was the Custodian of the Company between June 15, 2018 until its discharge on December
5, 2018. From June 13, 2018 until September 7, 2018, Rhonda was the CEO, Secretary, Treasurer and Director of the Company. She
resigned all positions from the Company on September 7, 2018.
ITEM 6. EXECUTIVE COMPENSATION.
No executive compensation was paid during the fiscal years ended
December 31, 2019 and 2018. The Company has no employment agreement with any of its officers and directors.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.
On June 15, 2018, the eight judicial District
Court of Nevada appointed Small Cap Compliance, LLC as custodian for Uonlive Corporation., proper notice having been given to the
officers and directors of Uonlive Corporation. There was no opposition.
On August 7, 2018,
the Company filed a Certificate of Reinstatement with the state of Nevada.
On March 2,
2020, the Company entered into a Definitive Share Agreement whereby Mr. Raymond Fu, the sole shareholder of Asia Image Investment
Limited, and the an officer and director of the Company, relinquished all his shares in Asia Image and acquired 100,000 shares
of the Company. Consequently, Asia Image became a wholly-owned subsidiary of the Company.
ITEM 8. LEGAL PROCEEDINGS.
None.
ITEM 9. MARKET PRICE
OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock is currently quoted on
the OTC market "Pink Sheets" under the symbol UOLI. For the periods indicated, the following table sets forth the high
and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown,
or commission and may not necessarily represent actual transactions.
|
|
Price Range
|
|
Period
|
|
High
|
|
|
Low
|
|
Year ended December 31, 2019
|
|
|
|
|
|
|
First Quarter
|
|
$
|
0.32
|
|
|
|
0.32
|
|
Second Quarter
|
|
$
|
0.32
|
|
|
|
0.32
|
|
Third Quarter
|
|
$
|
0.32
|
|
|
|
0.10
|
|
Fourth Quarter
|
|
$
|
0.3027
|
|
|
|
0.10
|
|
Year Ended December 31, 2020:
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
0.21
|
|
|
|
0.10
|
|
Second Quarter
|
|
$
|
0.22
|
|
|
|
0.10
|
|
Third Quarter
|
|
$
|
0.60
|
|
|
|
0.30
|
|
Four Quarter
|
|
$
|
0.72
|
|
|
|
0.42
|
|
ITEM 10. RECENT SALES OF UNREGISTERED
SECURITIES.
None.
ITEM 11. DESCRIPTION OF REGISTRANT’S
SECURITIES TO BE REGISTERED.
Common Stock
We are authorized to issue 1,000,000,000
common shares at a par value of $.001. As of March 25, 2021 there are 652,096,355 common shares outstanding. Each holder of Common Stock
shall be entitled to one vote per share.
Preferred Stock
We are authorized to issue 10,000,000
shares of preferred stock at a par value of $0.001. Out of the 10,000,000 shares of preferred stock, we are authorized to issue 2,000,000
shares of Series A Preferred Stock and 1,000,000 shares of Series B Preferred Stock.
Series A Preferred Shares
The following is a description
of the material rights of our Series A Convertible Preferred Stock: Each share of Series A convertible Preferred Stock shall have
a par value of $0.001 per share. The Series A Preferred Stock shall vote on any matter that may from time to time be submitted
to the Company’s shareholders for a vote, on a one for one basis. If the Company effects a stock split which either increases
or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall not
be subject to adjustment unless specifically authorized.
Each share of Series A Convertible
Preferred Stock shall be convertible into one share of Common Stock (“Conversion Ratio”), at the option of a Holder,
at any time and from time to time, from and after the issuance of the Series A Preferred Stock.
In the event of any liquidation,
dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of
Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the
holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the
assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the
price per share actually paid to the Corporation upon the initial issuance of the Series A Preferred Stock (each, the “the
Original Issue Price”) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends.
Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A Preferred
Stock, the Original issue price shall be $0.001 per share for the Series A Preferred Stock. If, upon the occurrence of any liquidation,
dissolution or winding up of the Corporation, the assets and funds thus
Dividends
Dividends, if any, will be contingent
upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be
within the discretion of our board of directors. We intend to retain earnings, if any, for use in our business operations and accordingly,
the board of directors does not anticipate declaring any dividends prior to an acquisition transaction, nor can there be any assurance
that any dividends will be paid following any acquisition.
Series B Preferred Shares
As of March 1, 2021, we
have issued 800,000 shares of Series B Preferred Shares, with $0.001 par value per share. 650,000 of those Series B Preferred
Shares have been converted to common stock leaving 150,000 Series B Preferred Shares.
The following is a description
of the material rights of our Series B Convertible Preferred Stock: Each share of Series B convertible Preferred Stock shall have
a par value of $0.001 per share. The Series B Preferred Stock shall vote on any matter that may from time to time be submitted
to the Company’s shareholders for a vote, on a 1,000 for one basis. If the Company effects a stock split which either increases
or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall not
be subject to adjustment unless specifically authorized.
Each share of Series B Convertible
Preferred Stock shall be convertible into one thousand shares of Common Stock (“Conversion Ratio”), at the option of
a Holder, at any time and from time to time, from and after the issuance of the Series B Preferred Stock.
In the event of any liquidation,
dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of
Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the
holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the
assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the
price per share actually paid to the Corporation upon the initial issuance of the Series B Preferred Stock (each, the “the
Original Issue Price”) for each share of Series B Preferred Stock then held by them, plus declared but unpaid dividends.
Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series B Preferred
Stock, the Original issue price shall be $0.001 per share for the Series B Preferred Stock. If, upon the occurrence of any liquidation,
dissolution or winding up of the Corporation, the assets and funds thus
Dividends
Dividends, if any, will be contingent upon
our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within
the discretion of our board of directors. We intend to retain earnings, if any, for use in our business operations and accordingly,
the board of directors does not anticipate declaring any dividends prior to an acquisition transaction, nor can there be any assurance
that any dividends will be paid following any acquisition.
ITEM 12. INDEMNIFICATION OF DIRECTORS
AND OFFICERS.
Our articles of incorporation, by-laws
and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party
to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was a director or an officer of Brenham or, in the
case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership,
joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as
a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada General
Corporation Law against all expense, liability and loss reasonably incurred or suffered by such.
Section 145 of the Nevada General Corporation
Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding
brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good
faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and,
with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a
derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually
and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such
person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation,
unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly
and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the Nevada
General Corporation Law, Article Seven of our articles of incorporation eliminates the liability of a director to us for monetary
damages for such a breach of fiduciary duty as a director, except for liabilities arising:
Ÿ from any
breach of the director's duty of loyalty to us;
Ÿ from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
Ÿ under Section 174 of the Nevada General Corporation Law; and
Ÿ from any transaction from which the director derived an improper personal benefit.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS
|
Page
|
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
|
Balance Sheets
|
F-3
|
|
|
Statements of Operations
|
F-4
|
|
|
Statements of Changes in Stockholders’ Equity
|
F-5
|
|
|
Statements of Cash Flows
|
F-6
|
|
|
Notes to Financial Statements
|
F-7
|
|
|
ASIA IMAGE INVESTMENT LIMITED
|
|
|
|
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
F-13
|
|
|
Balance Sheets
|
F-19
|
|
|
Statements of Operations
|
F-20
|
|
|
Statements of Stockholder’s Deficit
|
F-21
|
|
|
Statement of Cash Flows
|
F-22
|
|
|
Notes to Financial Statements
|
F-23
|
(Formally
known as “AJSH & Co.” converted and registered as LLP on 11-04-2016 vide LLPIN: AAG-1471)
|
C-7/227,
Sector-7, Rohini
New Delhi -110085
Tel: +91 11 4559 6689
Email:
info@ajsh.in
|
Report of Independent Registered Public Accounting
Firm
To the Shareholders and Board of Directors
of Uonlive Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Uonlive Corporation and its subsidiaries (collectively, the “Company”) as on December 31, 2020 and December
31, 2019, the related consolidated statements of operations, changes in stockholders’ deficit and cash flows, for the years then
ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and December 31, 2019, and the
results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the
United States of America.
Substantial Doubt about the Company Ability
to Continue as a Going Concern
The accompanying financial statements have been
prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an
accumulated deficit of $3,962,155 and working capital deficit of $263,713 as of December 31, 2020, and a working capital deficit of $167,554
as of December 31, 2019. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to this uncertainty are also described in the Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor
were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting 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 audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our
audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of financial statement. We believe that our audits provide a reasonable basis for our opinion.
/s/AJSH & Co LLP
We have served as the Company’s auditor
since 2019.
New Delhi, India
March 26, 2021
UONLIVE CORPORATION.
CONSOLIDATED BALANCE SHEETS
(Audited)
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
2,758
|
|
|
$
|
-
|
|
Prepaid expenses and other assets
|
|
|
2,306
|
|
|
|
-
|
|
Total current assets
|
|
|
5,064
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
5,064
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
1,907
|
|
|
|
-
|
|
Loan payable – related party
|
|
|
99,316
|
|
|
|
-
|
|
Notes payable – related party
|
|
|
167,554
|
|
|
|
167,554
|
|
Total current liabilities
|
|
|
268,777
|
|
|
|
167,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DECIFIT
|
|
|
|
|
|
|
|
|
Series A Convertible Preferred stock, par value $0.001 per share; 2,000,000 shares
authorized; 520,000 shares issued and outstanding at December 31, 2020 and 2019
|
|
|
520
|
|
|
|
-
|
|
Series B Convertible Preferred stock, par value $0.001 per share; 1,000,000 shares
authorized; 150,000 shares issued and outstanding at December 31, 2020 and 2019
|
|
|
150
|
|
|
|
150
|
|
Preferred stock, par value $0.001 per share; 10,000,0000 shares authorized; 500,000
shares issued and outstanding at December 31, 2020 and 2019
|
|
|
500
|
|
|
|
500
|
|
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized;
652,096,355 and 1,996,355 shares issued and outstanding at December 31,2020 and
2019
|
|
|
652,096
|
|
|
|
1,996
|
|
Additional Paid in Capital
|
|
|
3,045,176
|
|
|
|
3,350,120
|
|
Accumulated Deficit
|
|
|
(3,962,155
|
)
|
|
|
(3,520,320
|
)
|
Total stockholder’s deficit
|
|
|
(263,713
|
)
|
|
|
(167,554
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
5,064
|
|
|
$
|
-
|
|
The accompanying
notes are an integral part of these consolidated financial statements.
UONLIVE CORPORATION.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited)
|
|
For the years ended
|
|
|
|
December 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
826
|
|
|
|
-
|
|
Professional fees
|
|
|
372,887
|
|
|
|
-
|
|
Total operating expense
|
|
|
373,713
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
373,713
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
970
|
|
|
|
|
|
Interest income
|
|
|
|
|
|
|
-
|
|
Total other income
|
|
|
970
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(372,743
|
)
|
|
$
|
-
|
|
Net loss per common share – basic
and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic
and diluted
|
|
|
370,706,218
|
|
|
|
1,996,355
|
|
The accompanying
notes are an integral part of these consolidated financial statements.
UONLIVE CORPORATION.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’
DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
Series A and B
Preferred Stock
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Capital
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
Number
of
Shares
|
|
|
Par
Value
|
|
|
Number
of
Shares
|
|
|
Par
Value
|
|
|
Number of
Shares
|
|
|
Par
Value
|
|
|
Deficiency
|
|
|
Deficit
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2018
|
|
|
150,000
|
|
|
|
150
|
|
|
|
500,000
|
|
|
|
500
|
|
|
|
1,996,355
|
|
|
|
1,996
|
|
|
|
3,350,120
|
|
|
|
(3,520,320
|
)
|
|
|
(167,554
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – December 31, 2019
|
|
|
150,000
|
|
|
$
|
150
|
|
|
|
500,000
|
|
|
$
|
500
|
|
|
|
1,996,355
|
|
|
$
|
1,996
|
|
|
$
|
3,350,120
|
|
|
$
|
(3,520,320
|
)
|
|
$
|
(167,554
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services - Series B Preferred
|
|
|
650,000
|
|
|
|
650
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
53,936
|
|
|
|
-
|
|
|
|
54,586
|
|
Conversion of Series B Preferred stock to Common
stock
|
|
|
(650,000
|
)
|
|
|
(650
|
)
|
|
|
|
|
|
|
-
|
|
|
|
650,000,000
|
|
|
|
650,000
|
|
|
|
(649,350
|
)
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Share exchange and reverse merger
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
100,000
|
|
|
|
100
|
|
|
|
-
|
|
|
|
(69,092
|
)
|
|
|
(68,992
|
)
|
Shares issued for services – Series A Preferred stock
|
|
|
520,000
|
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,470
|
|
|
|
|
|
|
|
290,990
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(372,743
|
)
|
|
|
(372,743
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2020
|
|
|
670,000
|
|
|
$
|
670
|
|
|
|
500,000
|
|
|
$
|
500
|
|
|
|
652,096,355
|
|
|
$
|
652,096
|
|
|
$
|
3,045,176
|
|
|
$
|
(3,962,155
|
)
|
|
$
|
(263,713
|
)
|
The accompanying notes are an integral part of
these consolidated financial statements.
UONLIVE CORPORATION.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD
(Audited)
|
|
For the Years Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(372,743
|
)
|
|
$
|
-
|
|
Adjustments to reconcile net loss to net cash (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares issued for services
|
|
|
345,577
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Effect of revere merger
|
|
|
(68,992
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities
|
|
|
|
|
|
|
|
|
Prepaid expense
|
|
|
(2,306
|
)
|
|
|
-
|
|
Interest receivable
|
|
|
(1
|
)
|
|
|
-
|
|
Accounts payable
|
|
|
1,907
|
|
|
|
-
|
|
Loan payable – related party
|
|
|
99,316
|
|
|
|
-
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
2,758
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOREIGN CURRENCY TRANSLATION
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET (DECREASE) INCREASE IN CASH
|
|
|
2,758
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH – BEGINNING OF PERIOD
|
|
|
-
|
|
|
|
-
|
|
CASH – END OF PERIOD
|
|
$
|
2,758
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH
FLOWS INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the periods for:
|
|
|
|
|
|
|
|
|
Interest
|
|
|
-
|
|
|
|
-
|
|
Taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Common stock issued in reverse merger
|
|
|
100
|
|
|
|
-
|
|
The accompanying notes are an integral part of
these consolidated financial statements.
UONLIVE CORPORATION.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Audited)
Note 1 – Organization and basis of accounting
Principles of Consolidation
The Company prepares its consolidated financial statements
on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly
owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation.
Basis of Presentation and Organization
This summary of significant accounting policies
of UONLIVE CORPORATION. (a development stage company) (“the Company”) is presented to assist in understanding the Company's
consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States
of America and have been consistently applied in the preparation of the accompanying consolidated financial statements. The Company has
realized minimal revenues from its planned principal business purpose and, accordingly, is considered to be in its development stage in
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
No. 915 (SFAS No. 7). The Company has elected a fiscal year end of December 31.
Business Description
Uonlive Corporation (“UOLI” or
the “Company”) was incorporated under the laws of the State of Nevada on January 29, 1998 as Weston International Development
Corporation. On July 28, 1998, its name was changed to Txon International Development Corporation. On September 15, 2000, the Company
changed its name to China World Trade Corporation. On July 2, 2008, the Company further changed its name to Uonlive Corporation.
The Company ceased operations in early 2015.
The Company has fully impaired all assets since the shutdown of its operations in 2015 and has recorded the effects of this impairment
as part of its discontinued operations.
On June 15, 2018, the eight judicial District
Court of Nevada appointed Small Cap Compliance, LLC as custodian for Uonlive Corporations., proper notice having been given to the officers
and directors of Uonlive Corporation. There was no opposition.
On September 10, 2019, the Company filed a certificate
of revival with the state of Nevada, appointing Raymond Fu as, President, Secretary, Treasurer and Director.
Reorganization and Share Exchange
On March 02, 2020, the Company entered into a
Definitive Share Agreement whereby Raymond Fu, the sole shareholder of Asia Image Investment Limited (“Asia Image”), relinquished
all his shares in Asia Image and acquired 100,000 shares of the Company. Consequently, Asia Image became a wholly-owned subsidiary of
the Company.
Since the major shareholder of Uonlive retained
control of both the Company and Asia Image, the share exchange was accounted for as a reverse merger. As such, the Company recognized
the assets and liabilities of Asia Image, acquired in the Reorganization, at their historical carrying amounts.
The accompanying financial statements are prepared
on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development
stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products
which may become part of the Company’s product portfolio. The Company has not realized significant sales through since inception.
A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even
if planned principal operations have commenced, revenues are insignificant.
The accompanying financial statements have been
prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company
is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While
management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be
no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization
of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities
that may result from the possible inability of the Company to continue as a going concern.
Note 2 – Summary of significant accounting policies
Cash and Cash Equivalents
For purposes of reporting within the statements
of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly
liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Employee Stock-Based Compensation
The Company accounts for stock-based compensation
in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment
(“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards
result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected
to vest and will result in a charge to operations.
Provision for Income Taxes
The provision for income taxes is determined
using the asset and liability method. Under this method, deferred tax assets and liabilities are calculated based upon the temporary differences
between the consolidated financial statement and income tax bases of assets and liabilities using the enacted tax rates that are applicable
in each year.
The Company utilizes a two-step approach
to recognizing and measuring uncertain tax positions (“tax contingencies”). The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained
on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest
amount, which is more than 50% likely to be realized upon ultimate settlement.
The Company considers many factors when evaluating
and estimating its tax positions and tax benefits, which may require periodic adjustments, and which may not accurately forecast actual
outcomes. The Company includes interest and penalties related to tax contingencies in the provision of income taxes in the consolidated
statements of operations. Management of the Company does not expect the total amount of unrecognized tax benefits to change in the next
12 months significantly.
Subsequent Event
The Company evaluated subsequent events through the date when financial
statements are issued for disclosure consideration.
Recent Accounting Pronouncements
In February 2016, the FASB issued an accounting
standards update for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns
many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB's new revenue
recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the
current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable
users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective
for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15,
2020, for nonpublic entities using a modified retrospective approach. Early adoption is permitted. The Company is still evaluating the
impact that the new accounting guidance will have on its consolidated financial statements and related disclosures and has not yet determined
the method by which it will adopt the standard.
There were other updates recently issued, most
of which represent technical corrections to the accounting literature or application to specific industries or transactions that are not
expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows.
Note 3- Going Concern
In early January 2020, an outbreak of a respiratory
illness caused by the coronavirus was identified in Wuhan, China. As part of its effort to combat the virus, the government of China has
placed travel restrictions throughout parts of China. This has resulted in some of the Company’s customers and suppliers being closed
for an extended period or operating at significantly below their normal capacity and will also affect our suppliers that source some of
their materials from China. The duration and intensity of this global health emergency and related disruptions is uncertain. The duration
of this crisis and its impact on both the Company’s customers and supply chain is expected to have a material impact on the consolidated
results of operations, cash flows and financial condition, but cannot be reasonably estimated at this time.
The Company has an accumulated deficit of $3,962,155
and a working capital deficit of $263,713, as of December 31, 2020, and a working capital deficit of $167,554 as of December 31, 2019.
The accompanying consolidated financial statements have been prepared assuming the continuation of the Company as a going concern. The
Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity
financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement
relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital
formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital
or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The
accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a
going concern.
Note 4 - Fair value of the Assets Acquired
and the Liabilities Assumed
The
following is the preliminary estimate of the fair value of the assets acquired and the liabilities assumed by Uonlive Corporation in the
Share Exchange:
|
|
Dr. (Cr.)
|
|
Cash and cash equivalents
|
|
$
|
162,068
|
|
Other payables and accrued expenses
|
|
|
(1,532
|
)
|
Loan payable – related party
|
|
|
(229,528
|
)
|
Net liabilities acquired
|
|
$
|
(68,992
|
)
|
Note 5 – Related party transactions
On June 15, 2018, the eight judicial District
Court of Nevada appointed Small Cap Compliance, LLC as custodian for Uonlive Corporation., proper notice having been given to the officers
and directors of Uonlive Corporation. There was no opposition.
On June 16, 2018, the Company filed a certificate
of revival with the state of Nevada, appointing Small Cap Compliance as, President, Secretary, Treasurer and Director.
On March 02, 2020, the Company entered into a
Definitive Share Agreement whereby Raymond Fu, the sole shareholder of Asia Image Investment Limited (“Asia Image”), relinquished
all his shares in Asia Image and acquired 100,000 shares of the Company. Consequently, Asia Image became a wholly-owned subsidiary of
the Company.
On May 26, 2020 and October
10, 2020, the Company issued 650,000 (Series B Convertible Preferred Stock) and 520,000 (Series A Convertible Preferred Stock) Convertible
Preferred Stock to Uonlive (Hong Kong) Limited for the provision of management services valued at $54,586 and $ 290,990 respectively.
Mr. Raymond Fu, President, and Chief Executive Officer of the Company is also the indirect beneficial owner of Uonlive (Hong Kong) Limited.
Loan Payable-Related Party
As of December 31, 2020 the Company has a loan payable of $99,316 to
Mr. Raymond Fu, President and Chief Executive Officer of the Company. This loan is unsecured, non-interest bearing and it is repayable
on demand.
Note Payable-Related Party
As of December 31, 2020 the Company has a note payable of $167,554
to Mr. Raymond Fu, President and Chief Executive Officer of the Company. This note is unsecured, non-interest bearing and it is repayable
on demand.
Note 6 – Income taxes
The Company provides for income taxes under FASB
ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes.
Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect currently.
FASB ASC 740 requires the reduction of deferred
tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to 100% of the deferred tax
asset has also been recorded resulting in no net deferred tax asset. The cumulative deferred tax asset for period ended December 31, 2020
is $5,985, which is calculated by multiplying a 21% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following
items:
|
|
|
|
For the period ended December 31,
|
|
2020
|
|
Book loss for the year
|
|
$
|
(372,743
|
)
|
|
|
|
|
|
Permanent differences:
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
|
345,577
|
|
|
|
|
|
|
Tax loss for the year
|
|
|
(27,166
|
)
|
|
|
|
|
|
Estimated effective tax rate
|
|
|
21
|
%
|
Deferred tax asset
|
|
$
|
(5,705
|
)
|
Less: Valuation allowance
|
|
|
5,705
|
|
Net Deferred tax asset
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details for the last period are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period ended December 31,
|
|
|
2020
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
-
|
|
|
|
|
|
|
Additions
|
|
|
(5,705
|
)
|
Deductions
|
|
|
-
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
(5,705
|
)
|
|
|
|
|
|
|
|
|
|
|
Rate Reconciliation:
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, 2020
|
|
|
|
|
Federal income tax at statutory rate
|
|
$
|
(78,276
|
)
|
|
|
|
|
|
Temporary difference
|
|
|
-
|
|
Permanent difference
|
|
|
72,571
|
|
Change in Valuation Allowance
|
|
|
5,705
|
|
|
|
$
|
0.00
|
|
Note 7 – Common stock
On March 04, 2020, the Company issued 100,000
shares of common stock to a shareholder for a total price of $100 as part of the share exchange and reverse merger.
On June 08, 2020, the Company converted 650,000
Series B convertible Preferred Stock into 650,000,000 common stock.
As of December 31, 2020, a total of 652,096,355
shares of common stock with par value $0.001 remain outstanding.
Note 8 – Preferred stock
Preferred Stock
On January 01, 2018 the Company created 1,000,000
shares of Series B Convertible Preferred Stock, out of the 1,000,000 shares that were already authorized. On September 07, 2018, the Company
issued 150,000 shares of the Series B convertible preferred stock to Chuang Fu Qu Kuai Lian Technology (Shenzhen) Limited for services
valued at $30,000.
On May 26, 2020, the Company issued 650,000 shares
of Series B Convertible Preferred Stock to Uonlive (Hong Kong) Limited for the provision of management services valued at $54,586.
The following is a description of the material
rights of our Series B Convertible Preferred Stock:
Each share of Series B convertible Preferred
Stock shall have a par value of $0.001 per share. The Series B Preferred Stock shall vote on any matter that may from time to time be
submitted to the Company’s shareholders for a vote, on a 1,000 for one basis. If the Company effects a stock split which either
increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall
not be subject to adjustment unless specifically authorized.
Each share of Series B Convertible Preferred
Stock shall be convertible into 1,000 shares of Common Stock (“Conversion Ratio”), at the option of a Holder, at any time
and from time to time, from and after the issuance of the Series C Preferred Stock.
In the event of any liquidation, dissolution
or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or
to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series B
Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the
holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation
upon the initial issuance of the Series B Preferred Stock (each, the “the Original Issue Price”) for each share of Series
B Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue
Price in connection with a particular sale of Series B Preferred Stock, the Original issue price shall be $0.001 per share for the Series
B Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus
distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then, subject to the rights of any existing series of Preferred Stock or to the rights of any series of
Preferred Stock which may from time to time hereafter come into existence, the entire assets and funds of the corporation legally available
for distribution shall be distributed ratably among the holders of the each series of Preferred Stock in proportion to the preferential
amount each such holder is otherwise entitled to receive.
The Series B Preferred Stock shares are
nonredeemable other than upon the mutual agreement of the Company and the holder of shares to be redeemed, and even in such case only
to the extent permitted by this Certificate of Designation, the Corporation’s Articles of Incorporation and applicable law.
Series B Preferred Stock shall be convertible,
at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer
agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original
Issue Price of the Series B Preferred Stock by the Series B Conversion Price applicable to such share, determined as hereafter provided,
in effect on the date the certificate is surrendered for conversion.
As of December 31, 2020, the Company has 150,000
shares of Series B Convertible preferred shares and 500,000 Series A Convertible preferred shares outstanding
On October 07, 2020, the Company’s board
of directors approved the creation of 2,000,000 shares of a Series A Preferred stock. On that same dated the Company issued 520,000 shares
of its newly created Series A Preferred Stock to Uonlive (Hong Kong) Limtied as payment for management services provided valued at $290,990.
Note 9 – Subsequent Event
None.
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following
unaudited pro forma condensed combined financial information was prepared under United States generally accepted accounting principles
(“U.S. GAAP”), and gives effect to the Share Exchange Agreement (the “Share Exchange”) between Uonlive
Corporation. (“Uonlive”) and Asia Image Investments Ltd (“Asia Image”) to be accounted for as a reverse
acquisition under U.S. GAAP. In addition, the pro forma condensed combined financial information gives effect to the proposed issuance
of 100,000 shares of Uonlive’ shares of common stock to Asia Image’ shareholders.
The Share Exchange
is accounted for as a reverse recapitalization under U.S. GAAP as the Share Exchange results in a change of control of Uonlive.
Asia Image was determined to be the accounting acquirer based upon the terms of the Share Exchange and other factors including:
(i) Asia Image’ shareholders are expected to own approximately 100% of Uonlive’ issued and outstanding common stock
immediately following the effective time of the Share Exchange (the “Closing”), and (ii) Asia Image’ management
will hold all key positions in the management of the combined company. The Closing of the
Share Exchange is subject to certain conditions, including the approval of Unolive’ shareholders.
The following unaudited
pro forma condensed combined financial statements are based on Asia Image’ historical financial statements and Uonlive’ historical
financial statements, as adjusted, to give effect to Asia Image’ reverse recapitalization of Uonlive. The unaudited pro forma condensed
combined statements of operations for the years ended December 31, 2020 and the 2019 give effect to these transactions as if they had
occurred on January 1, 2019. The unaudited pro forma condensed combined balance sheet as of December 31, 2020 gives effect to these transactions
as if they had occurred on December 1, 2020. Because Asia Image will be treated as the acquirer under the reverse recapitalization, Asia
Image’ and Uonlive’ assets and liabilities will be recorded at their precombination carrying amounts in the unaudited pro
forma condensed combined financial information.
The unaudited
pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying
notes. The application of reverse recapitalization accounting is dependent upon certain valuations and other studies that have
yet to be completed. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information
becomes available and additional analyses are performed and have been made solely for the purpose of providing unaudited pro forma
condensed combined financial information. Differences between these preliminary estimates and the final reverse recapitalization
accounting, expected to be completed at the Closing, will occur and these differences could have a material impact on the accompanying
unaudited pro forma condensed combined financial information and the combined organization’s future results of operations
and financial position.
The unaudited
pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions,
regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two
companies. The unaudited pro forma condensed combined financial information is preliminary and has been prepared for illustrative
purposes only and is not necessarily indicative of the financial position or results of operations in future periods or the results
that actually would have been realized had Uonlive and Asia Image been a combined organization during the specified periods. The
actual results reported in periods following the transaction may differ significantly from those reflected in the pro forma condensed
combined financial information presented herein for a number of reasons, including, but not limited to, differences between the
assumptions used to prepare this pro forma condensed combined financial information.
The assumptions
and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the
accompanying notes, which should be read together with the pro forma condensed combined financial statements.
UNAUDITED PROFORMA CONDENSED COMBINED BALANCE
SHEETS
AT DECEMBER 31, 2020
|
|
Proforma
|
|
|
|
Proforma
|
|
|
|
UOnlive
|
|
|
Asia Image
|
|
|
Adjustments
|
|
Note
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
-
|
|
|
$
|
2,758
|
|
|
$
|
-
|
|
|
|
$
|
2,758
|
|
Prepaid expenses
|
|
|
2,333
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
2,333
|
|
TOTAL ASSETS
|
|
$
|
2,333
|
|
|
$
|
2,758
|
|
|
$
|
-
|
|
|
|
$
|
5,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
-
|
|
|
$
|
1,907
|
|
|
$
|
-
|
|
|
|
$
|
1,907
|
|
Loan payable - related parties
|
|
|
28,441
|
|
|
|
70,875
|
|
|
|
-
|
|
|
|
|
99,316
|
|
Notes payable
|
|
|
167,554
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
167,554
|
|
TOTAL LIABILITIES
|
|
|
195,995
|
|
|
|
72,782
|
|
|
|
-
|
|
|
|
|
268,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A Preferred stock: 520,000 shares authorized; $0.001 par value
|
|
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
520
|
|
Series B Preferred stock: 1,000,000 shares authorized; $0.001 par value
|
|
|
150
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
150
|
|
Preferred stock: 10,000,000 shares authorized; $0.001 par value
|
|
|
500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
500
|
|
Common stock: 1,000,000,000 shares authorized; $0.001 par value
|
|
|
651,996
|
|
|
|
-
|
|
|
|
100
|
|
(b)
|
|
|
652,096
|
|
Additional paid in capital
|
|
|
3,045,076
|
|
|
|
-
|
|
|
|
-
|
|
(a)
|
|
|
3,045,176
|
|
Accumulated deficit
|
|
|
(3,892,005
|
)
|
|
|
(70,025
|
)
|
|
|
-
|
|
(a)
|
|
|
(3,962,155
|
)
|
Total Stockholders' Deficit
|
|
|
(193,663
|
)
|
|
|
(70,025
|
)
|
|
|
-
|
|
|
|
|
(263,713
|
)
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
2,233
|
|
|
$
|
2,758
|
|
|
$
|
100
|
|
|
|
$
|
5,091
|
|
The accompanying notes to the unaudited pro
forma condensed combined financial statements.
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENTS
OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
|
|
Uonlive
|
|
|
Asia Image
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma
Adjustments
|
|
|
Note
|
|
|
Proforma
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
768
|
|
|
$
|
58
|
|
|
$
|
-
|
|
|
|
|
|
|
$
|
826
|
|
Professional fees
|
|
|
370,851
|
|
|
|
2,036
|
|
|
|
-
|
|
|
|
|
|
|
|
372,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
371,619
|
|
|
|
2,094
|
|
|
|
-
|
|
|
|
|
|
|
|
373,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(371,619
|
)
|
|
|
(2,094
|
)
|
|
|
-
|
|
|
|
|
|
|
|
(373,713
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
-
|
|
|
|
1
|
|
|
|
-
|
|
|
|
|
|
|
|
1
|
|
Exchange gain
|
|
|
(66
|
)
|
|
|
1,035
|
|
|
|
|
|
|
|
|
|
|
|
969
|
|
Total other expense
|
|
|
(66
|
)
|
|
|
1,036
|
|
|
|
-
|
|
|
|
|
|
|
|
970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(371,685
|
)
|
|
$
|
(1,058
|
)
|
|
$
|
-
|
|
|
|
|
|
|
$
|
(372,743
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
273,814,537
|
|
|
|
|
|
|
|
100,000
|
|
|
|
(b)
|
|
|
|
273,914,537
|
|
UNAUDITED PROFORMA CONDENSED COMBINED STATEMENTS
OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
|
|
Uonlive
|
|
|
Asia Image
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proforma
Adjustments
|
|
|
Note
|
|
|
Proforma
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
$
|
-
|
|
|
$
|
109
|
|
|
$
|
-
|
|
|
|
|
|
|
$
|
109
|
|
Professional fees
|
|
|
-
|
|
|
|
881
|
|
|
|
-
|
|
|
|
|
|
|
|
881
|
|
Total Operating Expenses
|
|
|
-4
|
|
|
|
990
|
|
|
|
-
|
|
|
|
|
|
|
|
990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
-
|
|
|
|
(990
|
)
|
|
|
-
|
|
|
|
|
|
|
|
(990
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
-
|
|
|
|
37
|
|
|
|
-
|
|
|
|
|
|
|
|
37
|
|
Exchange loss
|
|
|
-
|
|
|
|
(48
|
)
|
|
|
-
|
|
|
|
|
|
|
|
(48
|
)
|
Total other expense
|
|
|
-
|
|
|
|
(11
|
)
|
|
|
-
|
|
|
|
|
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
-
|
|
|
$
|
(1,001
|
)
|
|
$
|
-
|
|
|
|
|
|
|
$
|
(1,001
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
1,996,355
|
|
|
|
|
|
|
|
100,000
|
|
|
|
(b)
|
|
|
|
2,096,355
|
|
The accompanying notes to the unaudited pro
forma condensed combined financial statements.
NOTES TO THE UNAUDITED PROFORMA CONDENSED
COMBINED FINANCIAL STATEMENTS
Note 1 – Description of Transaction and Basis of Presentation
Share Exchange Agreement
On March 2, 2020, the Company entered into a Definitive
Share Agreement whereby Mr. Raymond Fu, the sole shareholder of Asia Image Investment Limited, relinquished all his shares in Asia Image
and acquired 100,000 shares of the Company. Consequently, Asia Image became a wholly-owned subsidiary of the Company.
At the closing
of the transactions contemplated by the Share Exchange (the “Closing”), in exchange for all of Mr. Fus’s shares of Asia
Image’ common stock which represents 100% of the currently issued and outstanding capital stock of Asia Image, Uonlive issued 100,000
newly issued shares of Uonlive’ common stock to the Mr. Fu. As a result of the Share Exchange, Asia Image became the Company’
wholly owned subsidiary, and Uonlive acquired the business and operations of Asia Image. The
Closing of the Share Exchange is subject to certain conditions, including the approval of Uonlive’ shareholders. The Share
Exchange will close on or before March 02, 2020, as long the conditions precedent to closing have been met.
Basis of Presentation
The unaudited pro forma condensed combined financial
statements were prepared in accordance with the regulations of the SEC. The unaudited pro forma condensed combined balance sheet as of
December 31, 2020 is presented as if the Share Exchange had been completed on December 31, 2020. The unaudited pro forma condensed combined
statement of operations for the year ended December 31, 2020 and the year ended December 31, 2019 assumes that the Share Exchange occurred
on January 1, 2019 and combines the historical results of Asia Image and Uonlive.
For accounting purposes, Asia Image is considered
to be the acquiring company and the Share Exchange will be accounted for as a reverse recapitalization of Uonlive by Asia Image because
(i) Asia Image’ shareholders are expected to own approximately 100% of Uonlive’ issued and outstanding common stock immediately
following the effective time of the Share Exchange, and (ii) Asia Image’ management will hold all key positions in the management
of the combined company following the Closing. Under reverse recapitalization accounting, the assets and liabilities of Uonlive will be
recorded, as of the Closing, at their fair value which is expected to approximate book value because of the short-term nature of the instruments.
No goodwill or intangible assets are expected to be recognized. Consequently, the financial statements of Asia Image reflect the operations
of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to the shares held by the former stockholders
of the legal acquirer and a recapitalization of the equity of the accounting acquirer. The historical financial statements of Unolive
and Asia Image, which are provided elsewhere in this registration statement, have been adjusted to give pro forma effect to events that
are (i) directly attributable to the Share Exchange, (ii) factually supportable, and (iii) with respect to the statements of operations,
expected to have a continuing impact on the combined results.
To the extent there are significant changes to
the business following completion of the Share Exchange, the assumptions and estimates set forth in the unaudited pro forma condensed
financial statements could change significantly. Accordingly, the pro forma adjustments are subject to further adjustments as additional
information becomes available and as additional analyses are conducted following the completion of the Share Exchange. There can be no
assurances that these additional analyses will not result in material changes to the estimates of fair value.
Note 2 - Preliminary Fair value of the
Assets Acquired and the Liabilities Assumed
The following is the
preliminary estimate of the fair value of the assets acquired and the liabilities assumed by Uonlive Corporation in the Share Exchange
:
|
|
Dr. (Cr.)
|
|
Cash and cash equivalents
|
|
$
|
162,068
|
|
Other payables and accrued expenses
|
|
|
(1,532
|
)
|
Loan payable – related party
|
|
|
(229,528
|
)
|
|
|
|
|
|
Net liabilities acquired
|
|
$
|
(68,992
|
)
|
Note 3 – Proforma Adjustments
The following
adjustments have been reflected in the unaudited pro forma condensed combined financial information:
|
(a)
|
Represents the issuance of 100,000 shares of common stock of Uonlive
to Asia Image’ shareholders and its effect on historical equity of Uonlive in connection with the Share Exchange.
|
Description
|
Debit
|
|
Credit
|
Additional paid in capital
|
3,520,420
|
|
|
Accumulated deficit
|
|
|
3,520,320
|
Common stock
|
|
|
100
|
|
(b)
|
Represents the increase in the weighted average shares due to the
issuance of 100,000 shares of Uonlive’ common stock to Asia Image in connection with the Share Exchange.
|
ASIA IMAGE INVESTMENT LIMITED
|
BALANCE SHEETS
|
(Audited)
|
Particulars
|
|
Note no.
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
4
|
|
$
|
1,935.61
|
|
|
$
|
138,664.77
|
|
TOTAL ASSETS
|
|
|
|
$
|
1,935.61
|
|
|
$
|
138,664.77
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
Amount due to a director
|
|
5
|
|
$
|
69,370.05
|
|
|
$
|
205,865.30
|
|
Accruals
|
|
|
|
$
|
1,532.04
|
|
|
$
|
765.92
|
|
Total current liabilities
|
|
|
|
$
|
70,902.09
|
|
|
$
|
206,631.22
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
Common stock, 10,000 shares of USD 0.13 authorized ,
|
|
7
|
|
$
|
0.13
|
|
|
$
|
0.13
|
|
1 shares issued and fully paid at December 31,
|
|
|
|
|
|
|
|
|
|
|
2019 and December 31, 2018, respectively
|
|
|
|
|
|
|
|
|
|
|
Accumulated Deficit
|
|
|
|
$
|
(68,966.61
|
)
|
|
$
|
(67,966.58
|
)
|
Total stockholder’s deficit
|
|
|
|
$
|
(68,966.48
|
)
|
|
$
|
(67,966.45
|
)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
$
|
1,935.61
|
|
|
$
|
138,664.77
|
|
The accompanying notes are an integral part
of these financial statements
ASIA IMAGE INVESTMENT LIMITED
|
STATEMENTS OF OPERATIONS
|
(Audited)
|
Particulars
|
|
Note no.
|
|
For the fiscal year
ended Dec 31,
2019
|
|
|
For the Fiscal year ended
Dec 31, 2018
|
|
Revenue :
|
|
|
|
|
|
|
|
|
Operating revenue
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Operating expenses :
|
|
|
|
|
|
|
|
|
|
|
Bank charges
|
|
|
|
$
|
76.56
|
|
|
$
|
38.30
|
|
Exchange loss
|
|
|
|
$
|
47.70
|
|
|
$
|
122.06
|
|
Legal fees
|
|
|
|
$
|
146.84
|
|
|
$
|
440.41
|
|
Accounting and auditing fees
|
|
|
|
$
|
766.12
|
|
|
$
|
765.92
|
|
Total operating expense
|
|
|
|
$
|
1,037.22
|
|
|
$
|
1,366.69
|
|
Income Before Interest and Non-Operating Income and Expenses
|
|
|
|
|
|
|
|
|
|
|
Bank interest income
|
|
|
|
$
|
37.19
|
|
|
$
|
37.65
|
|
Net loss
|
|
|
|
$
|
(1,000.03
|
)
|
|
$
|
(1,329.04
|
)
|
Net loss per common share – basic and diluted
|
|
|
|
$
|
(1,000.03
|
)
|
|
$
|
(1,329.04
|
)
|
Weighted average common shares outstanding – basic and diluted
|
|
|
|
$
|
(1,000.03
|
)
|
|
$
|
(1,329.04
|
)
|
The accompanying notes are an integral part of these financial statements
Asia Image Investment Limited
|
Statement of Stockholder's Deficit
|
(Audited )
|
|
|
Common Stock
|
|
|
|
Accumulated Deficit
|
|
|
|
Total Stockholder’s Deficit
|
|
|
|
|
Number of Shares
|
|
|
|
Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - December 31, 2017
|
|
$
|
1.00
|
|
|
$
|
0.13
|
|
|
$
|
66,637.54
|
|
|
$
|
66,637.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued during the year
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Net loss
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,329.04
|
|
|
$
|
1,329.04
|
|
Balance - December 31, 2018
|
|
$
|
1.00
|
|
|
$
|
0.13
|
|
|
$
|
67,966.58
|
|
|
$
|
67,966.45
|
|
Common stock issued during the year
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Net loss
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,000.03
|
|
|
$
|
1,000.03
|
|
Balance - December 31, 2019
|
|
$
|
1.00
|
|
|
$
|
0.13
|
|
|
$
|
68,966.61
|
|
|
$
|
68,966.48
|
|
Asia Image Investment Limited
|
Statement of Cash Flows
|
(Audited )
|
Particulars
|
|
December 31,
2019
|
|
|
December 31,
2018
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(1,000.03
|
)
|
|
$
|
(1,329.04
|
)
|
Adjustments to reconcile net loss to net cash used in operating
activities:
|
|
$
|
-
|
|
|
$
|
-
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
135,729.13
|
|
|
$
|
(139,152.16
|
)
|
Net Cash Used in Operating Activities
|
|
$
|
134,729.10
|
|
|
$
|
(140,481.20
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Cash from acquisition of subsidiary
|
|
$
|
-
|
|
|
$
|
-
|
|
Net Cash Provided by Investing Activities
|
|
$
|
-
|
|
|
$
|
-
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Issuance of common stock for cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Net Cash Provided by Financing Activities
|
|
$
|
-
|
|
|
$
|
-
|
|
Net change in cash and cash equivalents for the year
|
|
$
|
(136,729.16
|
)
|
|
$
|
137,823.12
|
|
Cash and cash equivalents at beginning of the year
|
|
$
|
138,664.77
|
|
|
$
|
841.65
|
|
Cash and cash equivalents at end of the year
|
|
$
|
1,935.61
|
|
|
$
|
138,664.77
|
|
ASIA IMAGE INVESTMENT LIMITED
ACCOUNTING POLICIES AND EXPLANATORY NOTES TO THE
FINANCIAL STATEMENTS
Note 1 – Organization and basis of accounting
Basis of Presentation and Organization
The summary of significant accounting policies
of Asia Image Investment Limited.(“the Company”) is presented to assist in understanding the Company's financial statements.
These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently
applied in the preparation of the accompanying financial statements. The Company has elected a fiscal year end of December 31.
The accompanying financial statements are prepared
on the basis of accounting principles generally accepted in the United States of America (“GAAP”).
Business Description
ASIA IMAGE INVESTMENT LIMITED is a company incorporated
in Hong Kong with limited liability and has registered office at located at Room 1107, Tower 1, Lippo Centre, 89 Queensway, Admiralty,
Hong Kong. The company is dormant during the year and has not entered into an equity-linked agreement during the financial year. The Company
has not made any permitted indemnity provision for the benefit of any director of the Company, or of its associate Company during the
year.
The Company did not enter into any contract, other
than the contracts of service with the sole director or any person engaged in the full-time employment, whereby any individual, firm or
body corporate undertakes the management and administration of the whole, or any substantial part of any business of the Company. No contract
of significance to which the Company, was a party and in which a director of the Company had a material interest, whether directly or
indirectly, subsisted at the end of the year or at any time during the year.
The sole director does not recommend any payment
of dividend in respect of the period ended 31st December, 2018 & 2019. The sole director of the Company during the year and up to
the date of this report was: Fungai Man Raymond. There being no provision in the Company's Articles of Association for retirement by rotation,
the sole director continues in office.
No fees or other emoluments were paid or payable
to any director for services rendered during the year.
Note 2 – Summary of significant accounting policies
Cash and Cash Equivalents
For purposes of reporting within the statements
of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly
liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Use of Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management 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 revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Revenue Recognition
The Company accounts
for revenue under Accounts Standard Codification(“ASC”) ASC 606, Revenue from Contracts. ASC 606 creates a five-step
model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts
or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction
price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation
is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration
it is entitled to in exchange for the services it transfers to its clients.The Company has no source of revenue but is moving forward
in the tea industry. As such, no revenue has been recognized to date.
Net Loss Per Share
Basic net loss per share is computed by dividing
net loss by the weighted-average number of common shares outstanding during the period, including the prefunded warrants that were
reclassified from warrant liability to equity as a result of the reverse stock split. Diluted net loss per share is based on the weighted-average
common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially
dilutive shares are excluded when the effect would be to reduce a net loss per share. For purposes of basic and diluted per share computations,
loss from continuing operations and net loss are reduced by the down round adjustments for convertible preferred stock
Income Taxes
The Company accounts for income taxes pursuant
to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary
differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets
and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with
respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred
tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the
Federal tax laws.
Changes in circumstances, such as the Company
generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the
valuation allowance will be included in income in the year of the change in estimate.
Subsequent Event
The Company evaluated subsequent events through the date when
financial statements are issued for disclosure consideration.
Recent Accounting Pronouncements
In February 2016, the FASB issued an accounting
standards update for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns
many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB's new revenue
recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the
current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable
users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective
for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15,
2020, for nonpublic entities using a modified retrospective approach. Early adoption is permitted. The Company is still evaluating the
impact that the new accounting guidance will have on its financial statements and related disclosures and has not yet determined the method
by which it will adopt the standard.
Note 3- Going Concern
The Company has an accumulated deficit of $ 68,966.61
and a working capital deficit of $ 68,966.48, as of December 31, 2019, and a working capital deficit of $67,966.45 as of December 31,
2018. The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company
has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing
to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating
to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation
and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful
in the development and commercialization of the products it develops or initiates collaboration agreements thereon. As a result of these
factors, management has determined that there is substantial doubt about the Company ability to continue as a going concern. However,
the accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to
continue as a going concern.
Note 4 – Cash
Cash includes bank balance of $ 1,935.61 as on
Dec 31, 2019 and $138,664.77 as on Dec 31, 2018.
Note 5 – Related party transactions
Loan payable to related party
As of December 31, 2019 and December 31, 2018,
the Company has a loan payable of $69,370 and $205.865.30 to Mr. Raymond Fu, President and Chief Executive Officer of the Company. This
loan is unsecured, non-interest bearing and it is repayable on demand.
Note 6 – Income taxes
The Company provides for income taxes under FASB
ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes.
Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect currently.
FASB ASC 740 requires the reduction of deferred
tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. No net loss or income was recorded in 2019. Therefore no deferred tax
assets or liabilities have been calculated in 2019 or 2018.
The Company provides for income taxes under FASB
ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes.
Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect currently.
FASB ASC 740 requires the reduction of deferred
tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Since there were loss during the year 18 and 19, thus no tax liability
has arised in these years.
Note 7 – Common Stock
The Company is authorized to issue 10,000 shares
of 0.13 USD (1HKD) par value common stock. As of December 31, 2019 and December 31, 2018, 1 share of common stock with par value USD 0.13
remains outstanding, held with Mr. Fu Ngai Man Raymond.
Note 8- Subsequent event
On March
2, 2020, Mr. Raymond Fu, the sole shareholder of Asia Image Investment Limited entered into a definitive Share Agreement with the Uonlive
Corporation for relinquished all his shares in Asia Image. Consequently, Asia Image will become a wholly-owned subsidiary of the Uonlive
Corporation.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
In its two most recent fiscal years, the
Company has had no disagreements with its independent accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits Schedule
The following exhibits are filed with this
Form 10:
Exhibit No.
|
|
Description
|
|
|
|
2.1
|
|
Notice of Entry of Order, Eight
Judicial District Court, Clark County, Nevada, Case No.: A-18-774165-P dated 19 June 2018 (filed as an Exhibit to the Form
10-12G, filed on February 4, 2021, and incorporated herein by reference).
|
|
|
|
2.2
|
|
Notice of Entry of Order, Eight
Judicial District Court, Clark County, Nevada, Case No.: A-18-774165-P dated 6 December 2018 (filed as an Exhibit to the Form
10-12G, filed on February 4, 2021, and incorporated herein by reference).
|
|
|
|
2.3
|
|
Share Exchange Agreement, dated
March 2, 2020, by and between Uonlive Corporation and Asia Image Investing Limited (filed as an Exhibit to the Form 10-12G,
filed on February 4, 2021, and incorporated herein by reference)
|
|
|
|
3.1
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|
Articles of Incorporation of
Weston International Development Corporation dated January 21, 1998 (filed as an Exhibit to the Form 10-12G, filed on February
4, 2021, and incorporated herein by reference)
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|
|
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3.2
|
|
Revised and Amended Articles
of Incorporation of Txon International Development Corporation dated March 31, 1999 (filed as an Exhibit to the Form 10-12G,
filed on February 4, 2021, and incorporated herein by reference)
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|
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3.3
|
|
Written Consent of the Shareholders
of Txon International Development Corporation dated August 18, 2000 (filed as an Exhibit to the Form 10-12G, filed on February
4, 2021, and incorporated herein by reference)
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|
|
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3.4
|
|
Certificate of Amendment of
Articles of Incorporation of Txon International Development Corporation dated September 15, 2000 (filed as an Exhibit to the
Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
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|
|
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3.5
|
|
Certificate of Reinstatement
dated September 6, 2002 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
|
|
|
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3.6
|
|
Certificate of Designation dated
March 26, 2008 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
|
|
|
|
3.7
|
|
Certificate of Amendment filed
August 1, 2008 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
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|
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3.8
|
|
Certificate of Amendment filed
October 15, 2008 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
|
|
|
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3.9
|
|
Certificate of Amendment filed
August 17, 2009 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
|
|
|
|
3.10
|
|
Certificate of Reinstatement
dated August 25, 2014 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
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|
|
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3.11
|
|
Certificate of Reinstatement
dated August 7, 2018 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
|
|
|
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3.12
|
|
Certificate of Amendment by
Custodian filed September 10, 2018 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein
by reference)
|
3.13
|
|
Certificate
of Designation filed September 10, 2018 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated
herein by reference)
|
|
|
|
3.14
|
|
Certificate of Change Pursuant
to NRS 78.209 filed September 10, 2018 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated
herein by reference)
|
|
|
|
3.15
|
|
Certificate of Amendment dated
June 4, 2020 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
|
|
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3.16
|
|
Certificate of Amendment dated
June 4, 2020 (filed as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
|
|
|
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3.17
|
|
Certificate of Amendment to
Designation - After Issuance of Class or Series dated November 9, 2020 (filed as an Exhibit to the Form 10-12G, filed on February
4, 2021, and incorporated herein by reference)
|
|
|
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3.18
|
|
Amended and Restated Bylaws of the Company.
|
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|
10
|
|
General Contract for the Supply
and Delivery of Goods, by and between the Company and Dongguan Gongxiang Tea Food Company Ltd., dated June 22, 2020 (filed
as an Exhibit to the Form 10-12G, filed on February 4, 2021, and incorporated herein by reference)
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23
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Consent of Independent Auditor
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SIGNATURES
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, hereunto duly authorized.
|
UOLI CORPORATION
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|
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Date: March 26, 2021
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By:
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/s/ Raymond Fu
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Name:
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Raymond Fu
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Title:
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CEO, Secretary and Director
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27
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