TABLE OF CONTENTS

PART 1I

Item

ITEM 1. BusinessBUSINESS

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This annual report on Form 10-K under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussion under "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-K that are not historical facts are forward-looking statements.

History of Our Company

We were incorporated in the State of Nevada on January 29, 1998 under the name TxonWeston 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 subsidiaries are hereinafter collectively referred torecorded the effects of this impairment as the “Company.”part of its discontinued operations.

Our mailing address is located at 5/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong.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.

Corporate Structure

On December 6, 2018, the Eighth Judicial District Court of Nevada discharged Small Cap Compliance, LLC as custodian for Uonlive Corporations.

Uonlive was, until December 31, 2011,On April 10, 2019, pursuant to an online multimedia company headquartered inAcquisition Agreement, the Company contracted to acquire 80% of the issued and outstanding capital stock of Truly Organic Limited, a Hong Kong SAR, China.  The main businessbased company (“Truly Organic”), specializing in organic agriculture certification consulting in South East Asia. However, Truly Organic was unable to provide financial statements capable of Uonlive was operating an online radio station targeted atbeing audited by a younger audience.PCAOB independent public accountant, as required in the Acquisition Agreement. Therefore, such acquisition did not close.

DuringOn January 13, 2020, Edwin Lun, the first quarterexisting secretary of 2012, our management, after consulting the Board of Directors decidedresigned. 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 cease our operations becauseact as the new secretary of minimal revenuethe Board of Directors and no improvementa 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 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 developing the market for internet radiotrade, distribution, and consulting in Hong Kong.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.

Business PlanOn 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.

Our currentAJSH & 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 plan ishad been operating an online radio station targeted at younger audience. However, we are in the period of transitioning into operating our business to seekthe tea industry and identifyinternational trade of commodities. We are a privately ownedtrading, distribution, and consultancy company which is looking to become a publicly listed company by combining their operation with us through a reverse merger. Private companies wishing to have their securities publicly traded may seek to merge or effect an exchange transactionexperience in China products with a shell companyfocus on tea planting and sales, research and development. The company’s business scope includes partnering with a significant stockholder base. As a result of the merger or exchange transaction, the stockholders of the private company will hold a majority of the issuedtea plantations for tea production, such as Dongguan Gongxiang Tea Food Company Ltd and outstanding shares of the shell company. Typically, the directors and officers of the private company become the directors and officers of the shell company. Often the name of the private company becomes the name of the shell company.sales as well as agricultural tourism. Our production is focused primarily in pu-er tea.

We have no capitalexperience in the China market and must depend on our controlling shareholderscan leverage off that experience to provide us funding for our daily operation and expenses, including professional fee and fees charged by regulators, although theybring together the various traditional products with customers using e-distribution channels. Our revenue streams are under no obligation to do so. Mr. Hui Chi Kit is primarily tasked to investigate acquisition opportunities although we believe that business opportunities may also come to our attentiongenerated from various sources, including our controlling shareholders, professional advisorsthe sale of such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.products throughout China.

We cannot give assuranceare 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:

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 will successfully findoperate 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 suitable candidateconsumable product that is used daily, the market should able to implement its operationabsorb 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 usa 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 reverse merge.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.

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 cannot give assurancevested 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 acquisition, if occurs, willconflict 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 terms that are favorable to us or tothe 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. 

Seasonality

We believe our shareholders.operation and sales do not experience seasonality.

Off Balance Sheet Arrangements

We do not propose to restrict our search for candidates inmaintain off balance sheet arrangements.

Contractual Obligations and Commitments

As of December 31, 2021 and 2020, we did not have any particular geographical area of industry. contractual obligations.

Critical Accounting Policies

Our management’s discretionsignificant accounting policies are described in the selection ofnotes to our financial statements for the business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions,years ended December 31, 2021 and other factors.2020, and are included elsewhere in this registration statement.

Any entity which has an interest in being acquired by, or merging into us, is expected to be an entity that desires to become a public company and establish a public trading market for its securities. In connection with such a merger or acquisition, it is anticipated that an amount of common stock constituting control of us would be issued by us.

Investigation and Selection of Business Opportunities

Certain types of business acquisition transactions may be completed without requiring us to first submit the transaction to our stockholders for their approval. If the proposed transaction is structured in such a fashion our stockholders (other than our controlling stockholders) will not be provided with financial or other information relating to the candidate prior to the completion of the transaction.

If a proposed business combination or business acquisition transaction is structured that requires our stockholder approval, and we are a reporting company, we will be required to provide our stockholders with information as applicable under Regulations 14A and 14C under the Exchange Act.

The analysis of business opportunities will be undertaken by or under the supervision of Mr. Hui Chi Kit, our Chief Financial Officer. In analyzing potential merger candidates, our management will consider, among other things, the following factors:

There is no single factor that will be controlling in the selection of a business opportunity. Our management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable measures and available data. Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Because of our limited working capital available and limited personnel to perform due diligence and investigation we may not discover or adequately evaluate adverse facts about the business opportunity to be acquired.Item 1A. RISK FACTORS

We are unable to predict when we may participate in a business opportunity. Prior to making a decision to participate in a business transaction, we will generally request that we be provided with written materials regardingsmaller reporting company as defined by Rule 12b-2 of the business opportunity, including, but not limited to, a descriptionSecurities Exchange Act of products, services1934 and company history; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during the relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; audited financial statements, or if audited financial statements are not available, unaudited financial statements, together with reasonable assurance that audited financial statements would be able to be produced to comply with the requirements of a Current Report on Form 8-K to be filed with the Securities and Exchange Commission, upon consummation of the business combination.

We believe that various types of potential candidates might find a business combination with us to be attractive. These include candidates desiring to create a public market for their securities in order to enhance liquidity for current stockholders, candidates which have long-term plans for raising capital through public sale of securities and believe that the prior existence of a public market for their securities would be beneficial, and candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the development of a public market for their securities will be of assistance in that process.

Employees

The Company currently has two employees, namely our Chief Executive Officer, Samuel Tsun and our Chief Financial Officer, Hui Chi Kit. Management of the Company expects to use consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.

Item 1A. Rick Factors.

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAVE EXPRESSED THEIR CONCERN AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

As reflected in the accompanying financial statements, we have no source of revenues and need additional cash resources to maintain our operations. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital or obtain necessary debt financing. As discussed, 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 our 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.

IT MAY BE DIFFICULT TO EFFECT SERVICE OF PROCESS AND ENFORCEMENT OF LEGAL JUDGMENTS UPON US AND OUR SOLE OFFICER AND DIRECTOR BECAUSE SHE RESIDES OUTSIDE THE UNITED STATES.

As our directors and officers reside in Hong Kong and PRC, service of process upon us and such director and officer may be difficult to effect within the United States.

WE HAVE NO PLAN TO DECLARE ANY DIVIDENDS TO SHAREHOLDERS IN THE NEAR FUTURE.

We currently intend to retain our future earnings, if any, to support our operations and to finance expansion. The declaration, and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

“PENNY STOCK” RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT.

Trading in our securities will be subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker- dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission’s regulations concerning the transfer of penny stocks. These regulations require broker- dealers to:

These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

LIMITED OPERATIONS MAKE POTENTIAL DIFFICULT TO ASSESS

We have limited financial resources and no operating activities. We will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. Accordingly, we will most likely incur a net operating loss which will increase continuously until we can consummate a business combination with a target company. There is no assurance that we can identify such a target company and consummate such a business combination.

THERE ARE NO MINIMUM REQUIREMENTS FOR A BUSINESS COMBINATION

There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. No particular industry or specific business within an industry has been selected for a target company. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target company to have achieved, or without which we would not consider a business combination with such business entity. Accordingly, we may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics. There is no assurance that we will be able to negotiate a business combination on terms favorable to us and our shareholders.

NO ASSURANCE OF SUCCESS OR PROFITABILITY

There is no assurance that we will find a favorable business opportunity. Even if we should become involved in a business opportunity, there is no assurance that it will generate revenues or profits, or that the market price of our outstanding shares will be increased thereby.

TYPE OF BUSINESS ACQUIRED

The business to be acquired may wish to avoid effecting its own public offering and the accompanying expense, delays, and uncertainties. Because of the Company’s limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded company. Moreover, any business target to be acquired may be currently unprofitable or present other negative factors.

LACK OF DIVERSIFICATION

Because of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations. The Company’s probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.

CONFLICTS OF INTEREST

The Company’s officers and directors have other business interests to which he/she currently devotes attention, and is expected to continue to do so. As a result, conflicts of interest may arise that can be resolved only through the exercise of judgment in a manner which is consistent with his/her fiduciary duties to the Company.

It is anticipated that the Company’s principal stockholders may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. In this process, the Company’s principal stockholders may consider their own personal pecuniary benefit rather than the best interest of other Company stockholders. Depending upon the nature of a proposed transaction, Company stockholders other than the principal stockholders may not be afforded the opportunity to approve or consent to a particular transaction.

NEED FOR ADDITIONAL FINANCING

We have very limited working capital funds, and such funds, may not be adequate to take advantage of any available business opportunities. Even if the Company’s currently available funds prove to be sufficient to pay for its operations until it is able to acquire an interest in, or complete a transaction with, a business opportunity, such funds will clearly not be sufficient to enable it to exploit the opportunity. Thus, the ultimate success of the Company will depend, in part, upon its availability to raise additional capital. In the event that the Company requires modest amounts of additional capital to fund its operations until it is able to complete a business acquisition or transaction, such funds, are expected to be provided by the principal stockholders. The Company has not investigated the availability, source, or terms that might govern the acquisition of the additional capital which is expected to be required in order to exploit a business opportunity, and will not do so until it has determined the level of need for such additional financing. There is no assurance that additional capital will be available from any source or, if available, that it can be obtained on terms acceptable to the Company. If not available, the Company’s operations will be limited to those that can be financed with its modest capital.

DEPENDENCE UPON OUTSIDE ADVISORS

To supplement the business experience of its officers and directors, the Company may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of any such advisors will be made by the Company’s officer, without any input by stockholders. Furthermore, it is anticipated that such persons may be engaged on an as-needed basis without a continuing fiduciary or other obligation to the Company. In the event the officer of the Company considers it necessary to hire outside advisors, he may elect to hire persons who are affiliates, if those affiliates are able to provide the required services.

THERE MAY BE A SCARCITY OF AND/OR SIGNIFICANT COMPETITION FOR BUSINESS OPPORTUNITES AND COMBINATIONS

The Company is and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete in seeking merger or acquisition candidates with other public shell companies, some of which may also have funds available for use by an acquisition candidate.

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION

Pursuant to the requirements of Section 13 of the Exchange Act, the Company is required to provide certain information about significant acquisitions including audited financial statements of the acquired company. Obtaining audited financial statements are the economic responsibility of the target company. The additional time and costs that may be incurred by some potential target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. Notwithstanding a target company’s agreement to obtain audited financial statements within the required time frame, such audited financials may not be available to the Company at the time of effecting a business combination. In cases where audited financials are unavailable, the Company will have to rely upon unaudited information that has not been verified by outside auditors in making its decision to engage in a transaction with the business entity. This risk increases the prospect that a business combination with such a business entity might prove to be an unfavorable one for the Company.under this item.

LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION

The Company has neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. In the event demand exists for a transaction of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.

PROBABLE CHANGE IN CONTROL OF THE COMPANY AND/OR MANAGEMENT

In conjunction with completion of a business acquisition, it is anticipated that the Company will issue an amount of the Company’s authorized but unissued common stock that represents the greater majority of the voting power and equity of the Company, which will, in all likelihood, result in stockholders of a target company obtaining a controlling interest in the Company. The resulting change in control of the Company will likely result in removal of the present officers and director of the Company and a corresponding reduction in or elimination of her participation in the future affairs of the Company.

POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION

A business combination normally will involve the issuance of a significant number of additional shares. Depending upon the value of the assets acquired in such business combination, the per-share value of the Company’s common stock may increase or decrease, perhaps significantly.

ADDITIONAL RISKS—DOING BUSINESS IN A FOREIGN COUNTRY

The Company may effectuate a business combination with a merger target whose business operations or even headquarters, place of formation or primary place of business are located outside the United States of America. In such event, the Company may face the significant additional risks associated with doing business in that country. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers that may make it difficult to evaluate such a merger target, ongoing business risks result from the international political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability that may be exacerbated in various foreign countries.

TAXATION

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that the Company may undertake. Currently, such transactions typically may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction.

Item 1B. Unresolved Staff Comments.

Not applicable.ITEM 1B. UNRESOLVED STAFF COMMENTS

As a smaller reporting company, we are not required to provide the information pursuant to this Item.

ItemITEM 2. PropertiesPROPERTIES

We presently maintain ourOur mailing address at 3rd Floor, Goldlion Digital Network Center, 138 Tiyu Road East, Guangzhou, People’s Republic of China 510620. Other than this mailing address, we do not currently maintain any other office facilities, and do not anticipate the need for maintaining office facilities at any time in the foreseeable future. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of the Company’s officers and directors.

It is likely that the Company will not establish an office until it has completed a business acquisition transaction, but it is not possible to predict what arrangements will actually be made with respect to future office facilities.1107, Tower 1, Lippo Centre, 89 Queensway, Admiralty, Hong Kong.

ITEM 3. LEGAL PROCEEDINGS.PROCEEDINGS

The Company is not a partyFrom time to any pendingtime, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and noan adverse result in these or other matters may arise from time to time that may harm business. We are currently not aware of any such legal proceedings are known to be contemplated.or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

ItemITEM 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES

Not applicable.

Part II

PART II

ItemITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common Equity and Related Stockholder MattersInformation

Our common stock is currently quoted on a limited basis on the OTCQB tier of OTC Markets Group inter-dealer quotation and trading systemmarket "Pink Sheets" under the symbol “UOLI.” The quotation of our common stock onUOLI. For the OTCQB does not assure that a meaningful, consistent and liquid trading market currently exists. We cannot predict whether a more active market for our common stock will develop inperiods indicated, the future. In the absence of an active trading market:

(1)         Investors may have difficulty buying and selling or obtaining market quotation;

(2)         Market visibility for our common stock may be limited; and

(3)         A lack of visibility of our common stock may have a depressive effect on the market price for our common stock.

The following table sets forth the range ofhigh and low bid prices per share of our common stock as quoted on the OTCQB during the periods indicated.stock. The below prices reported represent prices between dealers, do not include markups, markdownsinter-dealer quotations without retail markup, markdown, or commissionscommission and domay not necessarily represent actual transactions.

Our commonStockholders of Record

As of April 12, 2022, the Company has 147 recorded holders of our Common Stock. This number excludes any estimate by us of the number of beneficial owners of shares are issuedheld in registered form. Interwest Transfer Co.street name, the accuracy of which cannot be guaranteed.

Issuer Direct Corporation, One Glenwood Avenue, Suite 1001, Releigh, NC , Inc., 1981 East 4800 South, Ste 100, Salt Lake City, UT  84111, Tel: (801) 272-9294, is the registrar and transfer agent for our common stock.Common Stock.

From January 1Effective on August 11, 1993, the SEC adopted Rule 15g-9, which established the definition of a “penny stock,” for purposes relevant to December 31, 2014, the highestCompany, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and lowest prices(ii) that the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of ourthe penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) states that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Common Stock

We are authorized to issue 1,000,000,000 common shares on the OTC Pink were $0.50 per share and $0.08 per share. On March 12, 2015, the closing priceat a par value of our$.001. As of February 21, 2022 there are 32,606,582 common stock on the OTC Pink on the last day it traded before the filingshares outstanding. Each holder of this Annual Report was $0.08Common Stock shall be entitled to one vote per share.

As of April 29, 2015, therewere 91 shareholders of record of 1,996,355 outstandingPreferred Stock

We are authorized to issue 10,000,000 shares of commonpreferred stock at a par value of $0.001. Out of the Company, not including approximately 5,000 holders10,000,000 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 in street name.Withinof 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 recordthe Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of our common stock are depositories such as Cede & Co. that hold sharesany of stockthe 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 brokerage firms, which,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 turn, hold sharesconnection with a particular sale of stockSeries A Preferred Stock, the Original issue price shall be $0.001 per share for beneficial owners.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

We have not previously paidDividends, if any, cash dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. It is the present intention of management to retain any earnings to provide funds for the operation and expansion of our business. Any future determination to pay dividends will be atcontingent 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 directorsdirectors. We intend to retain earnings, if any, for use in our business operations and will depend on our results of operation, financial condition, contractual and legal restrictions and other factorsaccordingly, the board of directors deem relevant.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.

Securities Authorized for Issuance under Equity Compensation PlansAgreements

As of December 31, 2014, we did not have any equity compensation plans.None.

Recent Sales of Unregistered Securities

We have not recorded any sales of unregistered securities during the reporting period.

Repurchase of Equity Securities by Issuer and Affiliated Purchasers

We have not repurchased any of our common stock and have no publicly announced repurchase plans or programs as of December 31, 2014.

Item 6.  Selected Financial Data.

Not applicable.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Based on actual experience and business development, the Company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the Company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved.

OVERVIEW

The predecessor of Uonlive Corporation was incorporated in the State of Nevada on January 29, 1998 under the name Txon 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 August 1, 2008, the Company changed its name to Uonlive Corporation.

On March 28, 2008, the Company entered into the Exchange Agreement with Tsang William, Uonlive Limited, Tsun Samuel, Hui Chi Kit and Parure Capital Limited. Upon closing of the Share Exchange on March 31, 2008, Tsun and Hui delivered all of their share capital in Parure Capital to the Company in exchange for 150,000,000 shares of common stock of the Company and 500,000 shares of Series A Convertible Preferred Stock, resulting in Parure Capital becoming a wholly owned subsidiary of the Company and Uonlive becoming an indirect wholly owned subsidiary of the Company.

As a result, 495,566 post reverse split shares of the Company’s common stock were outstanding immediately prior to the closing of the Share Exchange, and 1,995,659 shares of the Company’s common stock were outstanding immediately after the closing of the Share Exchange. In addition, 500,000 shares of Series A Convertible Preferred Stock were outstanding immediately after the closing of the Share Exchange. Of these shares, approximately 263,559 shares represented the Company’s “public float” prior to and after the Share Exchange. The 1,500,000 shares of common stock and 500,000 shares of Series A Convertible Preferred Stock issued in the Share Exchange were issued in reliance upon an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The shares in the public float will continue to represent the shares of the Company’s common stock held for resale without further registration by the holders thereof. After the Share Exchange, Uonlive becomes our operating subsidiary.

On May 19, 2009, we approved a 1:100 reverse stock split (the “Reverse Split”) of our common stock and an amendment to our Articles of Incorporation to effectuate the Reverse Split.

The Company’s main business was operating an online radio station, targeting younger listening audience.

On or about January 2012, the Company made a decision to cease business operation due to insufficient revenue generated from the online radio business. The Company had been losing customers and audience because of higher broadband charges in the area.

Our current business plan is to seek and identify a privately owned company which is looking to become a publicly listed company by combining their operation with us through a reverse merger.

Results of Operations

Revenue

We recorded no revenue for the fiscal year ended December 31, 2014 and the fiscal year ended December 31, 2013, due to the Company ceasing operations (as discussed above) and the resulting classification of operations, assets and liabilities associated with the discontinued operations under accounting principles generally accepted in the United States of America (“GAAP”). We anticipate not receiving any revenue for so long as operations have ceased.

Operating Expenses

Operating expenses for the fiscal year ended December 31, 2014 were $12,304 compared to $11,296 for the fiscal year ended December 31, 2013. Operating expenses mainly represented the consulting, legal and audit expenses associated with listing on the OTC Pink. The increase was primarily due to the increase in consulting and professional fees.

Net Loss

We had a net loss of $12,304 for the fiscal year ended December 31, 2014 as compared to net loss of $11,296 for the fiscal year ended December 31, 2013, the difference primarily due to the increase in operating expenses as described above.

Comprehensive Loss

Comprehensive loss for the fiscal year ended December 31, 2014 was $11,205 compared to $10,071 for the fiscal year ended December 31, 2013. The increase in comprehensive loss was a result of the increase in operating expenses.

Liquidity and Capital Resources

During the fiscal year ended December 31, 2014, net cash used2021 and 2020, we did not have sales of unregistered securities other than those already disclosed in operating activities was $304, resulting from a combination of net loss of $12,304 and an increasethe quarterly reports on Form 10-Q in accounts payable and accrued liabilities of $12,000, compared to $1,296 for the fiscal year ended December 31, 2013. Net cash providedof 2021 and current reports on Form 8-K.

Recent Purchases of Equity Securities by financing activities accounted for $304us and $516our Affiliated Purchasers

None.

Where You Can Find Additional Information

We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the SEC. For further information with respect to the Company, you may read and copy its reports, proxy statements and other information, at the SEC public reference rooms at 100 F. Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the fiscal year ended December 31, 2014 and 2013, respectively, which was an amount advanced by a shareholder.copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference rooms. The Company’s SEC filings are also available at the SEC’s web site at http://www.sec.gov.

Cash RequirementsITEM 6. SELECTED FINANCIAL DATA

As reflectedNot applicable to smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 accompanying financial statements, the Company has no stabilized source of revenues and needs additional cash resources to maintain its operations. These factors raise substantial doubt about our ability to continue as a going concern. public.

Overview

The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital or obtain necessary debt financing. As discussed elsewhere, our current business planobjective 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 and terminate our business plan to seek potential companies willing to merge with us 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 federal securities laws, as well as to pay our other accounts payable generatedoperate in the ordinary course of our business.

tea industry, including acting as a distributor. We have no commitments from any partyintend to provide such funds to us. If we are unable to obtain additional capital as necessary until such time as we are able to conclude a business combination, we will be unable to satisfy our obligations and otherwise continue to meet our reporting obligations under federal securities laws. In that event, our stock would no longer be quoted onuse the OTC Bulletin Board and our ability to consummate a reverse merger or acquisition type transaction upon terms and conditions which would be beneficial to our existing stockholders would be adversely affected.

We currently plan to satisfy our cash requirements for the next 12 months by borrowing from our majority shareholders and we believe we can satisfy our cash requirements so long as we are able to obtain financing from these shareholders. We currently expect that money borrowed will be used during the next 12 months to satisfy our operating costs, professional fees and for general corporate purposes. We have also been exploring alternative financing sources.

Based upon a twelve-month work plan, it is anticipated that such a work plan would require approximately $100,000 of financing, designed to fund various commitments and business operations.

We will use ourCompany’s limited personnel and financial resources in connection with seeking new business opportunities. It may be expected that entering into a reverse merger or acquisition type transaction will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest and a change in control may be expected to occur.activities.

Results Of Operations

During The Year Ended December 31, 2021 As Compared To The Year Ended December 31, 2020

In connection

Revenue

For the year ended December 31, 2021 and 2020, the Company generated no revenue.

Expenses

For the year ended December 31, 2021, the Company incurred $ 81,812 as total operating expenses which consists of $ 64,893 as professional fees which primarily includes audit and accounting fees. 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. Also refer note no. 8.

Net Loss

For the years ended December 31, 2021 we incurred a net loss of $81,812. For the years ended December 31, 2020 we incurred a net loss of $372,743. The decrease is due to the absence of stock based compensation for management services of $345,576 during the 2020 fiscal year.

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, 2021, we had current assets of $56,085 which consists $52,279 cash on hand, and $3,806 prepaid expenses and current liabilities of $402,674. 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.

To the planextent that our capital resources are insufficient to meet current or planned operating requirements, we will seek new business opportunities, we may seek to raiseadditional funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whetherthrough 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 become available at acceptable terms, if at all.provide any portion of our future financing requirements.

ThereNo 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 no limitations in our certificate of incorporation restricting our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a reverse merger or acquisition type transaction. Our limited resources and lack of recent operating historynot available, we may make it difficult to borrow funds or raise capital.

Such inability to borrow funds or raise funds through the issuance of restricted common stockbe required to effectdelay or facilitate a reverse merger or acquisition type transaction mayterminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on our financial condition and future prospects, including the ability to complete a reverse merger or acquisition type transaction. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.Company.

Off-Balance Sheet Arrangements

We currently doAs of December 31, 2020 and 2020, we did not have any off-balance sheet arrangements.arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

RecentContractual Obligations and Commitments

As of December 31, 2021 and 2020, we did not have any contractual obligations.

Critical Accounting PronouncementsPolicies

Our significant accounting policies are described in the notes to our financial statements for the years ended December 31, 2021 and 2020, and are included elsewhere in this registration statement.

paragraph on going concern.

Going concern assumption .

As of December 31, 2021 and 2020, we had accumulated deficits of approximately $4,043,966 and $3,962,155, respectively. Our directors are of the opinion that the preparation of these financial statements is based on a going concern and its basis has been stated in Note 3 to the financial statements. Should there be any problem in the going concern of us, all the assets and liabilities have to be stated at net realizable values.

Off-Balance Sheet Arrangements

We continue to assess the effectshad no any off-balance sheet arrangements as of recently issued accounting standards. The impact of all recently adoptedDecember 31, 2021 and issued accounting standards has been disclosed in the Footnotes to the financial statements.2020.

Critical Accounting Policies and EstimatesSeasonality

We are a shell companybelieve our operation and as such, wesales do not employ critical accounting estimates. Should we resume operations we will employ critical accounting estimates and will make any and all disclosures that are necessary and appropriate.experience seasonality. 

Subsequent Events

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.applicable to smaller reporting companies.

Item 8. Financial Statements and Supplementary Data.ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The audited financial statements of the Company for the fiscal year ended December 31, 2021 and 2020 and the notes thereto are set forth on page F-1 through F-17 of this Annual Report. The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the U.S., or US GAAP, and pursuant to Regulation S-K as promulgated by the SEC. The financial statements have been prepared assuming the Company will continue as a going concern.

UONLIVE CORPORATIONITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

INDEX TO CONSOLIDATED FINANCIAL STATEMENTSNone.

ITEM 9A: CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer/principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act, as of December 31, 2021. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with US GAAP, including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on this evaluation, Management concluded the Company maintained effective internal control over financial reporting as of December 31, 2021.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Attestation Report of Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm, regarding internal controls over financial reporting. Our internal control over financial reporting was not subject to such attestation as we are a smaller reporting company.

Changes in internal controls

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting .

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is information regarding our directors and executive officers as of the date of this Annual Report. The Board is comprised of only one class. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Officers are elected by and serve at the discretion of the Board. To date we have not had an annual meeting. There are no family relationships between any of our directors or executive officers.

The following is a brief biography of each of our executive officers and directors:

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 a 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.

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.

Committees of the Board of Directors

Our board of directors has not established any committees, including an audit committee, a compensation committee, a nominating committee or any committee performing a similar function. The functions of those committees are being undertaken by our Board members. Because we have only three directors and do not have any independent directors, the establishment of committees of the Board of Directors would not provide any benefits to our company and could be considered more form than substance.

Code of Ethics

We have not adopted a code of business conduct and ethics that applies to our directors, officers and all employees.

Family Relationships

There are no family relationships among the directors and executive officers of the Company.

Directors’ Compensation

We have not paid any cash compensation to our sole member of our Board of Directors for his service as our director.

The Company will reimburse its directors for reasonable expenses in connection with attendance at board and committee meetings. Directors will also be eligible to receive stock options offered by our company from time to time. No options have been granted to any director.

Involvement in Certain Legal Proceedings

To the best of our knowledge, our sole director or any executive officers have not, during the past ten years:

Corporate Governance

The business and affairs of the Company are managed under our sole board member. In addition to the contact information in this Annual Report, each stockholder will be given specific information on how he/she can direct communications to the officers and directors of the Company at our annual stockholders meetings. All communications from stockholders are relayed to the board of member.

Role in Risk Oversight

Our sole director is primarily responsible for overseeing our risk management processes. The sole director receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The sole director focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the sole director oversees our company’s risk management, management is responsible for day-to-day risk management processes.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act, requires our directors, officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. To our knowledge, based solely on review of the copies of such reports furnished to us, all Section 16(a) filings applicable to officers, directors and greater than 10% shareholders were timely made during fiscal year 2021.

ITEM 11. EXECUTIVE COMPENSATION

No executive compensation was paid during the fiscal years ended December 31, 2020 and 2021. The Company has no employment agreement with any of its officers and directors.

Agreements with Named Executive Officers

On March 2, 2020, the Company entered into a Definitive Share Agreement whereby Mr. Raymond Fu, the sole shareholder of Asia Image Investment Limited, 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.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Compensation of Directors

For the fiscal years ended December 31, 2021 and 2020, we have not paid compensation to any of our directors.

Outstanding Equity Awards

There were no equity awards outstanding as of the end of the fiscal year ending December 31, 2021.

Compensation Policies and Practices as They Relate to the Company’s Risk Management

We believe that our current compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us.

Equity Compensation Plan

The Company currently does not have any equity compensation plans; however, the Company is currently deliberating on implementing an equity compensation plan.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance for directors and officers against liability; however, the Company is in the process of investigating the availability of such insurance.

Change of Control Compensatory Plans

As of December 31, 2021, we had no pension plans or compensatory plans or other arrangements which provide compensation in the event of termination of employment or change in control of us.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDERS MATTERS

The following table sets forth as of December 31, 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

List of Preference Shareholders-

The following table sets forth as of December 31, 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

List of Preference Shareholders-

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

List of Preference shareholders- 

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.²Raymond 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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than compensation agreements and other arrangements described in “Management,” and our transactions described below, since our inception there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party:

Related parties payable

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, 2021 and 2020 the Company has a loan payable of $170,712 and $99,316 to Mr. Raymond Fu, President and Chief Executive Officer of the Company, respectively. This loan is unsecured, non-interest bearing and it is repayable on demand.

Note Payable-Related Party

As of December 31, 2021 and 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.

Director Independence

Since quotations for our Common Stock are entered on the pink sheet open market platform, which does not have director independence requirements, we do not have any independent directors.

ITEM 14. PRICINPAL ACCOUNTING FEES AND SERVICES

Audit Fees

For the Company’s fiscal years ended December 31, 2021 and 2020, we were billed approximately $34,000 and $15,000 for professional services rendered for the audit and review of our financial statements.

Audit Related Fees

There were no fees for audit related services for the years ended December 31, 2021 and 2020.

Tax Fees

For the Company’s fiscal years ended December 31, 2021 and 2020, we engaged our principal auditor, AJSH & Co LLP, and were billed approximately $nil and $nil, respectively, for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2021 and 2020.

Effective May 6, 2003, the SEC adopted rules that require that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

We do not have an audit committee. Our sole director preapproves all services provided by our independent registered public accounting firm. However, all of the above services and fees were reviewed and approved by the sole board member for the respective services were rendered.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS. The following financial statements are included in this report:

(b) EXHIBITS. The following exhibits are included as part of this report:

The following exhibits are filed with this Form 10:

22

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)
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)
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)
3.18		Amended and Restated Bylaws of the Company.
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)
23		Consent of Independent Auditor
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document..
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

23

 

ITEM 16. FORM 10-K SUMMARY

None.

24

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

A-94/8, Wazirpur Industrial Area, Main Ring Road, Delhi-110052 Tel: +91 11 4559 6689 Web: www.ajsh.in Email: info@ajsh.in

Report of Independent Registered Public Accounting Firm

 

The

To the Shareholders and Board of Directors and Stockholders 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”“Company”) as ofon December 31, 20142021 and 2013,December 31, 2020, the related consolidated statements of operations, and comprehensive loss, cash flows and 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, 20142021 and 2013. December 31, 2020, 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 $4,043,966 and working capital deficit of $346,589 as of December 31, 2021, and a working capital deficit of $263,713 as of December 31, 2020. 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 auditsaudit. 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 Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement.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. OurAs part of our audits, included considerationwe are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An

Our audit includesincluded 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 supportingregarding the amounts and disclosures in the financial statements. AnOur audit also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement presentation.statement. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion,

AJSH & CO. LLP

We have served as the Company’s auditor since 2019.

New Delhi, India

April 14, 2022

F-1

UONLIVE CORPORATION.

CONSOLIDATED BALANCE SHEETS

(Audited)  

		December 31,   2021				December 31,   2020
ASSETS
CURRENT ASSETS:
Cash		$	52,279			$	2,758
Prepaid expenses and other assets			3,806				2,306
Total current assets			56,085				5,064
Fixed assets, net of accumulated depreciation			1,065				-
TOTAL ASSETS		$	57,150			$	5,064
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses			14,408				1,907
Loan payable – related party			170,712				99,316
Notes payable – related party			167,554				167,554
Contract liability			50,000				-
Total current liabilities			402,674				268,777
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, 2021 and 2020			520				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, 2021 and 2020			150				150
Preferred stock, par value $0.001 per share; 10,000,0000 shares authorized; 500,000 shares issued and outstanding at December 31, 2021 and 2020			500				500
Common stock, par value $0.001 per share; 1,000,000,000 shares authorized; 32,606,355 shares issued and outstanding at December 31,2021 and 2020			32,607				32,607
Additional Paid in Capital			3,664,665				3,664,665
Accumulated Deficit			(4,043,966)				(3,962,155	)
Total stockholder’s deficit			(345,524	)			(263,713	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	57,150			$	5,064

The accompanying notes are an integral part of these consolidated financial statements.

F-2

UONLIVE CORPORATION.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Audited)

		For the years ended
		December 31,
		2021				2020
Operating expenses
General and administrative expenses			16,919				826
Professional fees			64,893				372,887
Total operating expense			81,812				373,713
Loss from operations			(81,812	)			(373,713	)
Other income (expense)
Interest income			-				970
Total other income			-				970
Net loss		$	(81,812	)		$	(372,743	)
Net loss per common share – basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding – basic and diluted			32,606,582				248,783,555

The accompanying notes are an integral part of these consolidated financial statements.

F-3

UONLIVE CORPORATION.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(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, 2019			150,000				150				500,000				500				101,582				102				3,352,014				(3,520,320	)		(167,554)
Shares issued for services - Series B Preferred			650,000				650								-								-				43,829				-			54,586
Conversion of Series B Preferred stock to Common stock			(650,000	)			(650	)							-				32,500,000				32,500				(31,850	)						-
Effect of Share exchange and reverse merger							-								-				5,000				5				(5	)			(69,092	)		(68,992)
Shares issued for services – Series A Preferred stock			520,000				520																				300,678							290,990
Net loss			-				-				-				-				-				-				-				(372,743	)		(372,743)
Balance – December 31, 2020			670,000			$	670				500,000			$	500				32,606,582			$	32,607			$	3,664,664			$	(3,962,155	)		$(263,713)
			-				-				-				-				-				-								-			-
Net loss			-				-				-				-				-				-				-				(81,812	)		(81,812)
Balance - December 31, 2021			670,000			$	670				500,000			$	500				32,606,582			$	32,607			$	3,664,664			$	(4,043,966	)		$(345,524)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

UONLIVE CORPORATION.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIOD

(Audited)

		For the Years Ended December 31,
		2021				2020
OPERATING ACTIVITIES:
Net Loss		$	(81,812	)		$	(372,743	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Preferred shares issued for services			-				345,577
Depreciation expense			224
Effect of revere merger			-				(68,992	)
Changes in assets and liabilities
Prepaid expense			(1,499	)			(2,306	)
Interest receivable			(1	)			(1	)
Accounts payable			12,501				1,907
Loan payable – related party			71,396				99,316
Contract liability			50,000				-
NET CASH PROVIDED BY OPERATING ACTIVITIES			50,809				2,758
Fixed asset purchase			(1,288	)			-
NET CASH USED IN INVESTING ACTIVITIES			(1,288	)			2,758
FOREIGN CURRENCY TRANSLATION			-				-
NET INCREASE IN CASH			49,521				2,758
CASH – BEGINNING OF PERIOD			2,758				-
CASH – END OF PERIOD		$	52,279			$	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.

F-5

UONLIVE CORPORATION.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Audited)

Note 1 – Organization and basis of accounting

Principles of Consolidation

The Company prepares its consolidated financial statements referred to above present fairly, in all material respects,on the accrual basis of accounting. The accompanying consolidated financial positionstatements include the accounts of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows forwholly owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the years then ended,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 conformity withunderstanding the Company's consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America.

TheAmerica and have been consistently applied in the preparation of the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, thestatements. The Company has incurred continuous lossesrealized minimal revenues from its planned principal business purpose and, capital deficit, allaccordingly, 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 which raise substantial doubt about its ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.December 31.

 

/s/ HKCMCPA Company Limited HKCMCPA Company Limited Certified Public Accountants Hong Kong, China April 30, 2015

UONLIVE CORPORATION

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 201Business Description4 AND 2013

(Currency expressed in United States Dollars (“US$”), except for number of shares)

		As of December 31,
		2014				2013
ASSETS
Current assets:
Cash and cash equivalents		$	236			$	236
TOTAL ASSETS		$	236			$	236
LIABILITIES AND STOCKHOLDERS’DEFICIT
Current liabilities:
Accounts payable and accrued liabilities		$	72,000			$	73,000
Amount due to a shareholder			3,122,700				3,110,439
Total current liabilities			3,194,700				3,183,439
Long-term liabilities:
Note payable to a shareholder			167,554				167,610
Total liabilities			3,362,254				3,351,049
Stockholders’ deficit:
Series A, Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized, 500,000 shares issued and outstanding, respectively			500				500
Common stock, $0.001 par value; 200,000,000 shares authorized; 1,996,355 shares issued and outstanding, respectively			1,996				1,996
Additional paid-in capital			197,570				197,570
Accumulated deficit			(3,555,454	)			(3,543,150	)
Accumulated other comprehensive loss			(6,630	)			(7,729	)
Total stockholders’ deficit			(3,362,018	)			(3,350,813	)
TOTAL LIABILITIES AND STOCKHOLDERS’DEFICIT		$	236			$	236

See accompanying notes to consolidated financial statements.

UONLIVE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Currency expressed in United States Dollars (“US$”), except for number of shares)

		Years ended December 31,
		2014				2013
Revenues, net:		$	-			$	-
Cost of revenue			-				-
Gross loss			-				-
Operating expenses:
Consulting and professional fee			12,000				10,000
General and administrative			304				1,296
Total operating expenses			12,304				11,296
LOSS BEFORE INCOME TAXES			(12,304	)			(11,296	)
Income tax expense			-				-
NET LOSS		$	(12,304	)		$	(11,296	)
Other comprehensive income:
- Foreign currency translation gain			1,099				1,225
COMPREHENSIVE LOSS		$	(11,205	)		$	(10,071	)
Net loss per share – Basic and diluted		$	(0.01	)		$	(0.01	)
Weighted average common shares outstanding – Basic and diluted			1,996,355				1,996,355

See accompanying notes to consolidated financial statements.

UONLIVE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Currency expressed in United States Dollars (“US$”))

		Years ended December 31,
		2014				2013
Cash flow from operating activities:
Net loss		$	(12,304	)		$	(11,296	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities			12,000				10,000
Net cash used in operating activities			(304	)			(1,296	)
Cash flows from financing activities:
Advance from a shareholder			304				516
Net cash provided by financing activities			304				516
Effect of exchange rate change on cash and cash equivalents			-				(1	)
NET CHANGE IN CASH AND CASH EQUIVALENTS			-				(781	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR			236				1,017
CASH AND CASH EQUIVALENTS, END OF YEAR		$	236			$	236
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	-

See accompanying notes to consolidated financial statements.

UONLIVE CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Currency expressed in United States Dollars (“US$”), except for number of shares)

		Series A, Convertible preferred stock								Common stock																Accumulated
		No. of shares				Amount				No. of shares				Amount					Additional paid in capital				Accumulated deficit				other comprehensive  (loss) income				Total  stockholders’ deficit
Balance as of January 1, 2013			500,000			$	500				1,996,355			$	1,996			$	197,570			$	(3,531,854	)		$	(8,954	)		$	(3,340,742	)
Net loss for the year			-				-				-				-				-				(11,296	)			-				(11,296	)
Foreign currency translation adjustment			-				-				-				-				-				-				1,225				1,225
Balance as of December 31, 2013			500,000			$	500				1,996,355			$	1,996			$	197,570			$	(3,543,150	)		$	(7,729	)		$	(3,350,813	)
Net loss for the year			-				-				-				-				-				(12,304	)			-				(12,304	)
Foreign currency translation adjustment			-				-				-				-				-				-				1,099				1,099
Balance as of December 31, 2014			500,000			$	500				1,996,355			$	1,996			$	197,570				(3,555,454	)			(6,630	)			(3,362,018	)

See accompanying notes to consolidated financial statements.

UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1.     DESCRIPTION OF BUSINESS AND ORGANIZATION

 

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.

 

UOLI, throughThe Company ceased operations in early 2015. The Company has fully impaired all assets since the shutdown of its subsidiaries, previously engagedoperations in 2015 and has recorded the provisioneffects of online multimedia and advertising service and the operationthis impairment as part of online radio stations in Hong Kong.its discontinued operations.

 

Since 2013,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 ceased its operationfiled a certificate of revival with the state of Nevada, appointing Raymond Fu as, President, Secretary, Treasurer and became a shell company with no or nominal operations. The Company is actively considering various acquisition targets and other business opportunities. The Company hopes to acquire one or more operating businesses or consummate a business opportunity within the next twelve months.

UOLI and its subsidiaries are hereinafter collectively referred to as “the Company”.Director.

 

 

2.     GOING CONCERN UNCERTAINTIES

Reorganization and Share Exchange

 

These consolidatedOn 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.

F-6

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 that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

For the year ended December 31, 2014, the Company has incurred a net loss of $12,304 and experienced negative operating cash flows of $304 with an accumulated deficit of $3,555,454 as of that date. 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 uponon debt and equity financing to fund its operations. Management of the continuing financial supportCompany 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 shareholders. Management believes this funding will continue,capital formation and is also actively seeking new investors. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However,planned operating activities, there iscan be no assurance that the Company will be able to raise additional equity capital, or be successful in securing sufficient funds to sustain the operations.

Thesedevelopment and other factors raise substantial doubt aboutcommercialization of the Company’s ability to continue as a going concern. These consolidatedproducts 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 infrom the possible inability of the Company not being able to continue as a going concern.

 

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNote 2 – Summary of significant accounting policies

 

●     Basis of presentationCash and Cash Equivalents

 

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United StatesFor purposes of America.

●     Use of estimates

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates.

●     Basis of consolidation

The consolidated financial statements include the accounts of UOLI and its subsidiaries. All significant inter-company balances and transactionsreporting within the statements of cash flows, the Company have been eliminated upon consolidation.

●     Cash and cash equivalents

Cash and cash equivalents are carried at cost and representconsiders all cash on hand, demand deposits placed with bankscash accounts not subject to withdrawal restrictions or other financial institutionspenalties, and all highly liquid investmentsdebt instruments purchased with an originala maturity of three months or less as of the purchase date of such investments.

UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Currency expressed in United States Dollars (“US$”), except for number of shares)to be cash and cash equivalents.

 

●      Income taxesInventory

 

Income taxes areInventory is stated at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. On December 22, 2021, the Company entered into a purchase contract with a third party and subsequent sales contract with another third party. The Company did not recognize any inventory on this transaction as the risk of loss remains with the seller on this transaction and therefore no inventory was recorded by the Company. The Company has recognized a contract liability of $50,000 with the related to services which it will deliver within one year as a current liability.

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 provisionsawards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

Revenue Recognition

The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to receive in exchange for those goods or services as per the contract with the customer. As a result, the Company accounts for revenue contracts with customers by applying the requirements of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606), which includes the following steps:

●

Identify the contract(s), and subsequent amendments with the customer.

●

Identify all the performance obligations in the contract and subsequent amendments.

●

Determine the transaction price for completing performance obligations.

●

Allocate the transaction price to the performance obligations in the contract.

●

Recognize the revenue when, or as, the Company satisfies a performance obligation.

The Company adopted ASC Topic 740, “606 using the modified retrospective method applied to all contracts not completed as of January 1, 2018. The Company presents results for reporting periods beginning after January 1, 2018, under ASC 606 while prior period amounts are reported following legacy GAAP. In addition to the above guidelines, the Company also considers implementation guidance on warranties, customer options, licensing, and other topics. The Company takes into account revenue collectability, methods for measuring progress toward complete satisfaction of a performance obligation, warranties, customer options for additional goods or services, nonrefundable upfront fees, licensing, customer acceptance, and other relevant categories.

F-7

The Company accounts for a contract when the Company and the customer (‘parties’) have approved the contract and are committed to performing their respective obligations, where each party can identify their rights, obligations, and payment terms, the contract has commercial substance, and the Company will probably collect all of the consideration substantially. Revenue is recognized when, or as, performance obligations are satisfied by transferring control of the promised service to a customer. The Company fixes the transaction price for goods and services at contract inception. The Company’s standard payment terms are generally net 30 days and, in some cases, due upon receipt of the invoice.

The Company considers contract modification as a change in the scope or price (or both) of a contract that is approved by the parties. The parties describe contract modification as a change order, a variation, or an amendment. A contract modification exists when the parties to the contract approve a modification that either creates new or changes existing enforceable rights and obligations of the parties to the contract. The Company assumes a contract modification when approved in writing, by oral agreement, or implied by the customary business practice of the customer. If the parties to the contract have not approved a contract modification, the Company continues to apply the guidance to the existing contract until the contract modification is approved. The Company recognizes contract modification in various forms – including but not limited to partial termination, an extension of the contract term with a corresponding increase in price, adding new goods and/or services to the contract, with or without a corresponding change in price, and reducing the contract price without a change in goods or services promised.

For all its goods and services, at contract inception, the Company assesses the solutions or services, obligated in the contract with a customer to identify each performance obligation within the contract, and then evaluate whether the performance obligations are capable of being distinct and distinct within the context of the contract. Solutions and services that are not both capable of being distinct and distinct within the context of the contract are combined and treated as a single performance obligation in determining the allocation and recognition of revenue. For multi-element transactions, the Company allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Company determines the stand-alone selling price for each item at the inception of the transaction involving these multiple elements.

For purposes of determining the transaction price, the Company assumes that the goods or services promised in the existing contract will be transferred to the customer. The Company assumes that the contract will not be canceled, renewed, or modified; therefore, the transaction price includes only those amounts to which the Company has rights under the present contract. For example, if the Company enters into a contract with a customer that has an original term of one year and the Company expects the customer to renew for a second year, the Company would determine the transaction price based on the original one-year term. When determining the transaction price, the Company first identifies the fixed consideration, which includes any nonrefundable upfront payment amounts.

 For purposes of allocating the transaction price, the Company allocates an amount that best represents consideration that the entity expects to receive for transferring each promised good or service to the customer. To meet the allocation objective, the Company allocates the transaction price to each performance obligation identified in the contract on a relative standalone selling price basis. In determining the standalone selling price, the Company uses the best evidence of the stand-alone selling price that the Company charges to similar customers in similar circumstances. In some cases, the Company uses the adjusted market assessment approach to determine the standalone selling price, where it evaluates the market in which it sells the goods or services and estimates the price that customers in that market would pay for those goods or services when sold separately.

The Company recognizes revenue when or as it transfers the promised goods or services in the contract. The Company considers the “transfers” the promised goods or services when, or as, the customer obtains control of the goods or services. The Company considers a customer “obtains control” of an asset when, or as, it can direct the use of, and obtain all the remaining benefits from, an asset substantially. The Company recognizes deferred revenue related to services which it will deliver within one year as a current liability. The Company presents deferred revenue related to services that the Company will deliver more than one year into the future as a non-current liability.

Provision for Income Taxes” (“ASC 740”).

 The provision for income taxes is determined using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized forcalculated based upon the future tax consequences attributable totemporary differences between the consolidated financial statement carrying amountsand income tax bases of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted income tax rates expected to apply to taxable incomethat are applicable in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.each year.

 

ASC 740 prescribes The Company utilizes a comprehensive model for how companies should recognize, measure, present,two-step approach to recognizing and disclose in their financial statementsmeasuring uncertain tax positions taken or expected(“tax contingencies”). The first step is to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination byevaluate the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the years ended December 31, 2014 and 2013, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2014, the Company did not have any significant unrecognized uncertain tax positions.

The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examinationfor recognition by the foreign tax authority. For the year ended December 31, 2014, the Company filed and cleared a 2013 tax return with its local tax authority.

●      Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic net loss per share is computed by dividing net loss by the weighted-average number of common share outstanding during the period. Diluted net loss per share is computed similar to basic net loss per share except that the denominator is increased to include the number of additional common share that would have been outstandingdetermining if the potential common share equivalents had been issued and if the additional common shares were dilutive.

●      Comprehensive income or loss

ASC Topic 220, “Comprehensive Income” establishes standards for reporting and displayweight of comprehensive income or loss, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income or loss consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.

●     Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations.

The reporting currency of the Company is the United States Dollars ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s subsidiary in Hong Kong maintain its books and record in its local currency, Hong Kong Dollars ("HK$"), which is functional currencies as being the primary currency of the economic environment in which their operations are conducted.

UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Currency expressed in United States Dollars (“US$”), except for number of shares)

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance withASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholders’ deficit.

Translation of amounts from HK$ into US$1 has been made at the following exchange rates for the respective year:

		2014				2013
Year-end HK$:US$1 exchange rate			7.7574				7.7548
Annual average HK$:US$1 exchange rate			7.7544				7.7569

●     Segment reporting

ASC Topic 280,“Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company operates in one reportable segment in Hong Kong.

●     Related parties

For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

●     Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, deposits and other receivables, accounts payable and accrued liabilities and amount due to a shareholder approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

●	Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

●	Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and; and

●

Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

●      Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Currency expressed in United States Dollars (“US$”), except for number of shares)

4.     AMOUNT DUE TO AND NOTE PAYABLE TO A SHAREHOLDER

(a)     Amount due to a shareholder

As of December 31, 2014 and 2013, the balance represented temporary advances made by a major shareholder, Mr. Samuel Tsun to the Company for its working capital purposes, which were unsecured, interest free and with no fixed terms of repayment.

(b)     Note payable to a shareholder

As of December 31, 2014 and 2013, the note payable due to a major shareholder, Mr. Samuel Tsun, was unsecured, interest free and not repayable within the next twelve months.

5.     INCOME TAXES

For the years ended December 31, 2014 and 2013, the local (“the United States of America”) and foreign components of loss before income taxes were comprised of the following:

		Years ended December 31,
		2014				2013
Tax jurisdictions:
- Local		$	-			$	-
- Foreign			(12,304	)			(11,296	)
Loss before income taxes		$	(12,304	)		$	(11,296	)

The provision for income taxes consisted of the following:

		Years ended December 31,
		2014				2013
Current:
- Local		$	-			$	-
- Foreign			-				-
Deferred:
- Local			-				-
- Foreign			-				-
Provision for income taxes		$	-			$	-

The Company generated an operating loss for the years ended December 31, 2014 and 2013 and did not record income tax expense. The Company has operations in various countries and is subject to tax in the jurisdictions in which they operate, as follows:

United States of America

UOLI is registered in the State of Nevada and is subject to United States of America tax law. No provision for income taxes have been made as UOLI has generated no taxable income for the years presented. The Company has not completed filings of these US tax returns. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the period presented.

UONLIVE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Currency expressed in United States Dollars (“US$”), except for number of shares)

British Virgin Island

Under the current BVI law, the Company is not subject to tax on income.

Hong Kong

The Company’s subsidiary operating in Hong Kong is subject to Hong Kong Profits Tax at the statutory rate of 16.5% on its assessable income. As of December 31, 2014, the Company incurred approximately $2,443,133 of cumulative operating loss carryforwards available for Hong Kong income tax purpose at no expiration.

The following table sets forth the significant components of the aggregate net deferred tax assets of the Company as of December 31, 2014 and 2013:

		As of December 31,
		2014				2013
Deferred tax assets:
Net operating loss carryforwards		$	403,117			$	401,862
Less: valuation allowance			(403,117	)			(401,862	)
Deferred tax assets, net		$	-			$	-

As of December 31, 2014, the Company has provided for a full valuation allowance against the deferred tax assets of $403,117 on the expected future tax benefits from the net operating loss carryforwards as the management believesevidence indicates it is more likely than not that these assetsthe position will notbe 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.

F-8

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 future. Forprovision of income taxes in the year ended December 31, 2014,consolidated statements of operations. Management of the valuation allowance is decreased by $1,255 primarily relatingCompany does not expect the total amount of unrecognized tax benefits to net operating loss carryforwards fromchange in the foreign tax regime.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

 

 

6.     NET LOSS PER SHARE

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.

 

Basic net loss per share is computed usingThere were other updates recently issued, most of which represent technical corrections to the weighted average numberaccounting 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 the common share outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the years indicated:

		Years ended December 31,
		2014				2013
Net loss attributable to common stockholders		$	(12,304	)		$	(11,296	)
Weighted average common shares outstanding			1,996,355				1,996,355
Basic and diluted net loss per share		$	(0.01	)		$	(0.01	)

Since the Company reported a net loss for the years ended December 31, 2014 and 2013, all potential common shares have been excluded from the computation of the dilutive net loss per share for all periods presented because the effect would have been anti-dilutive.operations or cash flows.

 

 

7Note 3- Going Concern.     RELATED PARTY TRANSACTIONS

 

ForIn early January 2020, an outbreak of a respiratory illness caused by the years ended 31 December 2014 and 2013,coronavirus was identified in Wuhan, China. As part of its effort to combat the Company utilized office space owned by a director and stockholder at no charge. Such costs are immaterial tovirus, the financial statements and accordingly are not reflected herein.

8.    SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standardsgovernment of accounting for and disclosureChina has placed travel restrictions throughout parts of events that occur after the balance sheet date but before financial statements are issued, the CompanyChina. This has evaluated all events or transactions that occurred after December 31, 2014 up through the date the Company issued the audited consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

Item 9.  Changesresulted in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.  Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participationsome of the Company’s management, includingcustomers 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 Chief Executive Officer, Tsun Sin Man Samuel (“CEO”)customers and Chief Financial Officer, Hui Chi Kit (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subjectsupply chain is expected to limitations as noted below, as of December 31, 2014, and during the period prior to and including the date of this report, were not effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Manager concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” which could result in misstatements of the foregoing accounts and disclosures that could result inhave a material misstatement toimpact on the financial statements for the period covered by this report that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of December 31, 2014.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiencyconsolidated results of operations, (ii) reliability ofcash flows and financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based oncondition, but cannot be reasonably estimated at this evaluation, management has concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2014.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

Changes in Internal Controls

During the last quarter ended December 31, 2014, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information

None.

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PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have four directors. Each director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:

Name	Age	Position
Tsun Sin Man Samuel	49	Chairman, Chief Executive Officer, Director
Hui Chi Kit	41	Chief Financial Officer
Wong Kin Yu Beta	36	Chief Operating Officer, Director
Carol Kwok	38	Director
Zeng Yang	33	Director

Backgrounds of Directors

Family Relationships

There are no familial relationships between our officers and directors.

Director Qualifications

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to stockholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The board believes that there are general requirements for service on the Company’s board of directors that are applicable to all directors and that there are other skills and experience that should be represented on the board as a whole but not necessarily by each director. The board considers the qualifications of director and director candidates individually and in the broader context of the board’s overall composition and the Company’s current and future needs.

Qualifications for All Directors

In its assessment of each potential candidate, including those recommended by stockholders, the board considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors the board determines are pertinent in light of the current needs of the board. The board also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The board requires that each director be a recognized person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially. The board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.

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Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole

The board has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of the Company’s current needs and its business priorities. The board believes that it should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a Chief Executive Officer or a President or like position. Marketing is the core focus of our business and the Company seeks to develop and deploy the world’s most innovative and effective marketing and technology. Therefore, the board believes that marketing and technology experience should be represented on the board. The Company is involved in the telecommunication, multimedia and entertainment business.  Therefore the Company’s business also requires compliance with a variety of regulatory requirements and relationships with various governmental entities. Therefore, the board believes that governmental, political or diplomatic expertise should be represented on the Board.

Set forth below are a chart and a narrative disclosure that summarize the specific qualifications, attributes, skills and experiences described above. An “X” in the chart below indicates that the item is a specific reason that the director has been nominated to serve on the Company’s Board.The lack of an “X” for a particular qualification does not mean that the director does not possess that qualification or skill.Rather, an “X” indicates a specific area of focus or expertise of a director on which the board currently relies.

	Tsun Sin Man Samuel	Hui Chi Kit	Wong Kin Yu Beta	Carol Kwok	Zeng Yang
High level of financial literacy	X	X	X
Extensive knowledge of the Company’s business	X	X	X	X	X
Relevant Chief Executive Officer/President or like experience	X	X		X	X
Governmental, political or diplomatic expertise

Tsun Sin Man Samuel

Mr. Tsun Sin Man Samuel, who has more than 20 year experience in the acoustic components and ultra-sonic products market, served as the Chief Executive Officer of DB Products Ltd for the period 1988 to 2008, a company specializing in the manufacturing of acoustic components. He also served as CEO of DBtronix (Far East) Ltd.  Headquartered in Hong Kong, DB Products Ltd. has introduced over 4,000 models of acoustic components including Magnetic Buzzer, Piezo Element Mechanical Buzzer and speakers into the market place. He established Uonlive Limited on April 2007, which is the first online radio station in Hong Kong. Mr. Tsun contributes his personal network and business experience to the strategic planning of the company.

Hui Chi Kit

Mr. Hui Chi Kit, is the Chief Financial Officer of Uonlive Limited since April 2007. He is also the Accounts Manager of DB Products Ltd., which he joined in 1997.  Mr. Hui is experienced in accounting and specializes in the manufacturing sector. Before joining DB Products, Mr. Hui was awarded the Certificate of HKCEE from the Hong Kong Education Board when he graduated from St Paul’s College. Mr Hui’s experience in accounting field, especially under the online radio industry has led to the Board of Director to conclude his necessary to serve as the Chief Financial Officer of the Company

Wong Kin Yu Beta

Mr. Wong was appointed as Chief Operating Officer of Uonlive Ltd. He was the director of Shining Pearl (HK) Co. Ltd. and the company secretary of Hong Kong United Youth Association Ltd. for the period 2006 to 2007.  Mr. Wong graduated from Jinan University and was awarded the Bachelor of Business Administration degree in 2005. Mr. Wong’s serves as Director to the Company by contributing his operational expertise and business network with effective skill.

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Carol Kwok

Ms, Kwok has served as the Director of Administration of DODI Network Tech (Guangzhou) Limited, a company specializing in software development, starting from 2005.  She graduated from the University of Aberdeen, Scotland with an M.Sc. degree in Finance & Investment Management. Ms. Kwok ‘s technology and academic background led to the Board of Director to conclude that she has the nessary requisite to serve as Director of the Board.

Zeng Yang

Ms. Zeng served as the Network Engineer of DODI network Tech (Guangzhou) Ltd. from 2005. She has completed a Network Engineer professional training course at Beida Jade Bird Aptech Guangzhou High-Tech Training Centre. Ms. Zeng graduated from Wuhan Military School of Economics and Management in 2004 with a major in Economics management. Ms Zeng’s professional training as Network Engineer contributes professional eyesight and thinking to the decision making of strategic planning from the Board.

Board Committees

Audit Committee. The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s Board of Directors the engagement of independent auditors to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Compensation Committee. The Company intends to establish a compensation committee of the Board of Directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board of Directors

There have been no material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

Meeting of the Board of Directors

The board held one meeting during the fiscal year of 2014. The meetings include meetings that were held by means of a conference telephone call, but do not include actions taken by unanimous consent, which there was none.

Each director attended at least 75% of the total number of meetings of the board and those committees on which he/she served during the year.

Director Compensation

We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director.

Significant Employees

Other than the directors and officers described above, we do not expect any other individuals to make a significant contribution to our business.

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Involvement in Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

—	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

—	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

—	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

—	being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Code of Ethicstime.

 

The Company has adoptedan accumulated deficit of $4,043,966 and a Codeworking capital deficit of Ethics that applies to the Company’s principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions,$346,589, as well as other employees (the "Code of Ethics"), a copy of which is included as Exhibit 14.1 to our Form 10-KSB for the fiscal year ended December 31, 2005,2021, and is incorporated herein by reference.a working capital deficit of $263,713 as of December 31, 2020. The Code of Ethics is designed withaccompanying consolidated financial statements have been prepared assuming the intent to deter wrongdoing, and to promote the following:

--	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships
--	Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer
–	Compliance with applicable governmental laws, rules and regulations
–	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code
–	Accountability for adherence to the code

Board Leadership Structure and Role in Risk Oversight

Mr. Samuel Tsun is our Chairman and Chief Executive Officer. Our entire board has overall responsibility for risk oversight including related party transactions.We have not adopted written policies and procedures specifically for related person transactions.

Limitations on Liability

Article X, Section 1 of our Bylaws providesinter alia that the Company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Company , or is or was serving at the requestcontinuation of the Company as a director, partner, officer, employee or agentgoing concern. The Company has not yet established an ongoing source of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees inclusive of any appeal), judgments, finesrevenues sufficient to cover its operating costs and amounts paid in settlement actuallyis dependent on debt and reasonably incurred by him in connection with such claim, action, suit or proceeding if he acted in good faith and in a manner he reasonably believedequity financing to be in or not opposed to the best interestsfund its operations. Management of the company ,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 with respectplanned 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 criminal actionadjustments to reflect the possible future effects on the recoverability and classification of assets or proceeding, had no reasonable causethe amounts and classification of liabilities that may result from the possible inability of the Company to believe his conduct unlawful.continue as a going concern.

F-9

Note 4 - Fair value of the Assets Acquired and the Liabilities Assumed

 

Article II, Section 4(c) of our Bylaws further providesinter alia that a director who performs his duties in compliance with that section shall have no liability by reason by reason of being or having been a directorThe following is the preliminary estimate of the Company.

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Consequently, our directorsfair value of the assets acquired and officers may not be personally liable for monetary damages regarding their duties as directors and officers.the liabilities assumed by Uonlive Corporation in the Share Exchange:

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

		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	)

 

Under Section 16(a)

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 Exchange Act, all executive officers, directors,Company. Consequently, Asia Image became a wholly-owned subsidiary of the Company.

On May 26, 2020 and each person whoOctober 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 more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports have been established, and the Company is required to report, in this Form 10-K, any failure to comply therewith during the fiscal year ended December 31, 2014. The Company believes that all of these filing requirements were satisfied by its executive officers, directors and by the beneficial owners of more than 10% of the Company’s common stock. In making this statement, the Company has relied solely on copies of any reporting forms received by it, and upon any written representations received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.Uonlive (Hong Kong) Limited.

 

Item 11.  Executive Compensation

Compensation Discussion and Analysis

We maintain a peer-based executive compensation program comprised of fixed and performance variable elements. The design and operation of the program reflect the following objectives:

-	Recruiting and retaining talented leadership.
-	Implementing measurable performance targets.
-	Correlating compensation directly with shareowner value.
-	Emphasizing performance based compensation, progressively weighted with seniority level.
-	Adherence to high ethical, safety and leadership standards.

Designing a Competitive Compensation Package

Recruitment and retention of leadership to manage our Company requires a competitive compensation package. Our Board of Directors emphasizes (i) fixed compensation elements of base salary that compare with our compensation peer group of companies, and (ii) variable compensation contingent on above-target performance. The compensation peer group consists of those companies in the Guangdong region that we deem to compete with our Company for executive talent. Individual compensation will vary depending on factors such as performance, job scope, abilities, tenure, and retention risk.

Fixed Compensation

The principal element of fixed compensation not directly linked to performance targets is based salary. We target the value of fixed compensation generally at the median of our compensation peer group to facilitate a competitive recruitment and retention strategy.

Incentive Compensation

Our incentive compensation programs are linked directly to earnings growth, cash flow, and total shareowner return. Annual bonuses are tied to the current year’s performance of our Company. Restrictive stock awards are tied to an individual’s success in exceeding targeted results set by management.

No compensation in excess of $100,000 was awarded to, earned by, or paid to any executive officer of Uonlive Corporation during the years 2014, 2013 and 2012, except as described below. The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued by our chief executive officer and other executive officers earning in excess of $100,000 for the past three years.

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SUMMARY COMPENSATION TABLE

Name of officer	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonquali- fied Deferred Compen- sation	All Other Compen- sation	Total
Tsun Sin Man Samuel	2014	Nil							Nil
	2013	Nil	-	-	-	-	-	-	Nil
	2012	Nil	-	-	-	-	-	-	Nil
Hui Chi Kit	2014	Nil							Nil
	2013	Nil	-	-	-	-	-	-	Nil
	2012	Nil	-	-	-	-	-	-	Nil
Wong Kin Yu Beta	2014	Nil							Nil
	2013	Nil	-	-	-	-	-	-	Nil
	2012	Nil	-	-	-	-	-	-	Nil

Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the year ended December 31, 2014.

During the year ended December 31, 2014, none of the named executive officers exercised any stock options.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Discussion and Analysis

We will strive to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line with their roles and responsibilities when compared to peer companies of comparable size in similar locations. However, given that we have now ceased operations and have no revenue, we have decided not to award any compensation to our executive officers for the time being.

Once we are able to merge with an operating company, we plan to implement a more comprehensive compensation program, which not only provides a base salary comparable to peer companies but also takes into account other elements of compensation, including, without limitation, short and long term compensation, cash and non-cash, and other equity-based compensation such as stock options. We expect that this compensation program will be comparable to the programs of our peer companies and aimed to retain and attract talented individuals.

Employment Agreements

The Company established standard employment agreements with its employee whereby each party may terminate its service to the other party with one month notice.

Equity Compensation Plan

The Company currently does not have any equity compensation plans; however the Company is currently deliberating on implementing an equity compensation plan.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance insuring directors and officers against liability; however, the Company is in the process of investigating the availability of such insurance.

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Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation of Directors

The Company has not paid its other directors any separate compensation in respect of their services on the board. However, in the future, the Company intends to implement a market-based director compensation program.

Change of ControlLoan Payable-Related Party

 

As of December 31, 2014, we had no pension plans or compensatory plans or other arrangements which provide compensation2021 and 2020 the Company has a loan payable of $170,712 and $99,316 to Mr. Raymond Fu, President and Chief Executive Officer of the Company, respectively. This loan is unsecured, non-interest bearing and it is repayable on demand.

Note Payable-Related Party

As of December 31, 2021 and 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 eventdifferences between the financial statement and tax bases of termination of employment or changeassets and liabilities and the tax rates in control of us.effect currently.

F-10

 

Item 12.  Security OwnershipFASB ASC 740 requires the reduction of Certain Beneficial Ownersdeferred 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, 2021 is $17,180, which is calculated by multiplying a 21% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

Schedule of deferred tax assets

For the period ended December 31,		2021				2020
Book loss for the year		$	(81,812	)		$	(372,743	)
Permanent differences:
Stock based compensation			-				345,577
Tax loss for the year			(81,812	)			(27,166	)
Estimated effective tax rate			21	%			21	%
Deferred tax asset		$	(17,180	)		$	(5,705	)
Less: Valuation allowance			17,180				5,705
Net Deferred tax asset		$	-			$	-
Details for the last period are as follows:
For the period ended December 31,			2021				2020
Balance at beginning of year		$	(5,705	)		$	-
Additions			(17,180	)			(5,705	)
Deductions			-				-
Balance at end of year		$	(22,885	)		$	(5,705	)
Rate Reconciliation:
For the year ended December 31,			2021				2020
Federal income tax at statutory rate		$	-			$	-
Temporary difference			(17,180	)			(78,276	)
Permanent difference			-				72,571
Change in Valuation Allowance			17,180				5,705
		$	-			$	-

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 Managementreverse merger.

On June 08, 2020, the Company converted 650,000 Series B convertible Preferred Stock into 650,000,000 common stock.

On May 14^th, 2021, the Company approved a 1 for 20 reverse stock split.

As of December 31, 2021 and Related Stockholder Matters2020, a total of 32,606,582 shares of common stock with par value $0.001 remain outstanding.

F-11

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 table sets forth asis a description of April 29, 2015,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 Company’s common stock owned of record or beneficially by each person known to be the beneficial owner of 5% or morevoting rights of the issued and outstandingSeries 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 Company’s voting stock,option of a Holder, at any time and by eachfrom time to time, from and after the issuance of the Company’s directors and executive officers and by all its directors and executive officers as a group.  Each person has sole voting and investment power over the shares indicated, except as noted.Series C Preferred Stock.

 

Except as otherwise specified below,In the addressevent of each beneficial owner listed below is 5/F, Guangdong Finance Building, 88 Connaught Road West, Hong Kong, People’s Republicany liquidation, dissolution or winding up of China.

Title of Class	Name		Number of Shares Owned (1)				Percent of Voting Power (2)
Other Principal Stockholders (5%)
Common	William Tsang			217,880				10.9	%
Common	Continental Worldwide Holdings Limited			100,000	(5)			5.0	%
Directors and Executive Officers
Common	Tsun Sin Man Samuel, Chairman, CEO and Director			700,000	(3)			35	%
Common	Wong Kin Yu Beta, COO and Director			0				0	%
Common	Hui Chi Kit, CFO			0				0	%
Common	Carol Kwok, Director			0				0	%
Common	Yang Zeng, Director			700,000	(4)			35	%
Common	All Officers and Directors as a Group (5 persons)			1,400,000				70	%

	(1) (2)  (3)	Except as otherwise indicated, the shares are owned of record and beneficially by the persons named in the table. Based on 1,996,355 shares of common stock issued and outstanding. Mr. Tsun is the indirect beneficial owner of the 700,000 shares of common stock of the Company through Dragon Ace Global Limited, of which Mr. Tsun is the beneficial owner of 80% of its share capital.
	(4)	Ms. Yang is the indirect beneficial owner of the 700,000 shares of common stock of the Company through Stanford Global Capital Limited, of which Ms. Yang is the beneficial owner of 100% of its share capital.

(5)

Ms. Kwok Sim Ching is the indirect beneficial owner of the 100,000 shares of common stock of the Company through Continental Worldwide Holdings Limited of which Ms. Kwok is the beneficial owner of 100% of its share capital.

Item 13.  Certain Relationships and Related Transactions, and Director Independence

During the year ended December 31, 2014, the Company utilized office space owned by a director and stockholder at no charge. Such costs are immaterialCorporation, either voluntary or involuntary, subject to the financial statements and accordingly are not reflected herein.

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Director Independence

Our securities are quoted onrights of any existing series of Preferred Stock or to the OTC Pink tierrights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the OTC Markets Group inter-dealer quotationSeries B Preferred Stock shall be entitled to receive, prior and trading system,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 does not have any director independence requirements.  Once we engage further directorsmay from time to time hereafter come into existence, the entire assets and officers, we will develop a definitionfunds of independence and examine the compositioncorporation legally available for distribution shall be distributed ratably among the holders of our Boardthe each series of Directors with regardPreferred Stock in proportion to this definition.

Item 14.  Principal Accounting Fees and Services

Fees Billed For Audit and Non-Audit Servicesthe preferential amount each such holder is otherwise entitled to receive.

 

The following table representsSeries B Preferred Stock shares are nonredeemable other than upon the aggregate fees billedmutual 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 professional audit services renderedsuch 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 accounting firm of HKCMCPA Company Limited, our current independent auditor, and all fees billedSeries B Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for other services rendered by the said firms during those years.

Year Ended December 31,		2014				2013
Audit Fees (1)			$12,000				$12,000
Audit-Related Fees (2)			-				-
Tax Fees (3)			-				-
All Other Fees (4)			-				-
Total Accounting Fees and Services			$12,000				$12,000

(1)		Audit Fee. These are fees for professional services for the audit of the Company's annual financial statements, and for the review of the financial statements included in the Company's filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.
(2)		Audit-Related Fee. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of the Company's financial statements.
(3)		Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.
(4)		All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

PART IVconversion.

 

Item 15.  Exhibits, Financial Statement Schedules.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

 

(a) (1) Financial Statementsthat 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.

 

See “TableAs of Contents to Consolidated Financial Statements” set forth on page __.December 31, 2021 and December 31, 2020, the Company has 150,000 shares of Series B Convertible preferred shares and 1,020,000 Series A Convertible preferred shares outstanding

F-12

 

(a) (2) Financial Statement SchedulesNote 9 – Subsequent Event

 

None. The financial statement schedules are omitted because they are inapplicable orCompany expects to commence the requested information is shown in ourbusiness operations from the first quarter of Year 2022 and during the first quarter ended March 31, 2022, the Company expects to recognize a revenue of $155,000 on the December 27, 2021 sales contract.

In accordance with ASC 855 the Company’s management reviewed all material events through the date these financial statements or related notes thereto.were available to be issued, there were no material subsequent events.

 

F-13

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(a) (3) ExhibitsSIGNATURES

 

Exhibit Number	Exhibit Description
2.1	Share Exchange Agreement by and among CWTD, Tsang, Uonlive, Tsun, Hui and Parure Capital, dated March 28, 2008 (1)
2.2	Sale and Purchase Agreement among CWTD, Top Speed Technologies Ltd and Tsang, dated March 28, 2008 (2)
3.1	Articles of Incorporation of the Company, as amended (3)
3.2 3.3	By-laws of the Company (4) Certificate of Designation for Series A Convertible Preferred Stock filed with the State of Nevada on March 26, 2008 (5)
14.1	Code of Ethics (6)
21.1	List of Subsidiaries
	Parure Capital Limited, a corporation organized and existing under the laws of the British Virgin Islands
	Uonlive Limited, a corporation organized and existing under the laws of Hong Kong SAR of the People’s Republic of China
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7)
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7)

32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (7)
101.INS**	XBRL Instance
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation

(1) (2)	Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 4, 2008. Incorporated herein by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 4, 2008.
(3) (4)	Incorporated herein by reference to Exhibit 3.6 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2014. Incorporated by reference from Exhibit 3.1 to CWTD’s Registration Statement on Form 10-SB filed with the Commission on May 18, 1999. Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10-SB filed with the Commission on September 9, 1999.
(5) (6)	Incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2014. Incorporated herein by reference to Exhibit 14.1 to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005.
(7)	Filed herewith.

** XBRL Information is furnished and not filed or a partPursuant to the requirements of a registration statement or prospectus for purposes of sections 11 orSection 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subjectthe registrant has duly caused this registration statement to liability under these sections.

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SIGNATURESbe signed on its behalf by the undersigned, hereunto duly authorized.

 

In accordance withSIGNATURES

Pursuant to the Section 13 or 15(d)requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Uonlive Corporation.
Date: April 14, 2022	By:	/s/ Raymond Fu
		Raymond Fu
		Chief Executive Officer (Principal Executive Officer)

 

Date: April 14, 2022	UONLIVE CORPORATION By:	/s/ Raymond Fu
		Raymond Fu
Date:  April 30, 2015	By:	/s/ Tsun Sin Man Samuel
		Tsun Sin Man Samuel
		Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ Tsun Sin Man Samuel	Chairman, Chief Executive Officer  and Director	April 30, 2015
Tsun Sin Man Samuel
/s/ Hui Chi Kit	Chief Financial Officer (Principal Financial and Principal Accounting Officer)	April 30, 2015
Hui Chi Kit
/s/ Carol Kwok	Director	April 30, 2015
Carol Kwok
/s/ Zeng Yang	Director	April 30, 2015
Zeng Yang