UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM Form 10-Q

(Mark One)xQuarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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

For the quarterly period ended June 30, 2015

or2021

[ ]TRANSITION REPORT PURSUANT TO SECTIONoTransition Report pursuant to Section 13 ORor 15(d) OF THE SECURITIES EXCHANGE ACT OFof the Securities Exchange Act of 1934

For the transition period from _____________________________to _______________________________________ to __________

Commission File Number: 0-26119

file number UONLIVE CORPORATION000-26119

(Exact name of registrant as specified in its charter)

1113, Lippo Centre Tower 2, 89 Queensway, Admiralty, Hong Kong

3rd Floor, Goldlion Digital Network Center, 138 Tiyu Road East,Tel: +1 (852)

Guangzhou, People’s Republic of China 5106203703-6155

(Address and telephone number of principal executive offices)                          (Zip Code)

+86-20-28860608

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐ No☒Yesx No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☐ No☒Yesx No ¨

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   ¨ No ☐x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

IndicateState the number of shares outstanding of each of the issuer’s classes of common stock,equity, as of the latest practicable date.

Asdate: 652,096,355 common shares issued and outstanding as of August 6, 2015, there were 1,996,355 shares of $0.001 par value common stock issued and outstanding.13, 2021.

FORMSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this Quarterly Report on Form 10-Q and other filings of the Registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are the availability of working capital to fund our operations, the competitive market in which we operate, the efficient and uninterrupted operation of our computer and communications systems, our ability to generate a profit and execute our business plan, the retention of key personnel, our ability to protect and defend our intellectual property, the effects of governmental regulation, and other risks identified in the Registrant’s filings with the Securities and Exchange Commission from time to time.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. Although the Registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Registrant, nor any other person, assumes responsibility for the accuracy and completeness of such statements. The Registrant is under no duty to update any of the forward-looking statements contained herein after the date of this Quarterly Report on Form 10-Q. 

UONLIVE CORPORATION

INDEX

PART I –FINANCIAL INFORMATIONQUARTERLY REPORT ON FORM 10-Q

Item 1. Financial Statements

UONLIVE CORPORATION

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

TABLE OF CONTENTS

UONLIVE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2015 AND DECEMBER 31, 2014

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

1.       PART 1 – FINANCIAL INFORMATION

See accompanying notes to the condensed consolidated financial statements.

UONLIVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

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

(Unaudited)

See accompanying notes to the condensed consolidated financial statements.

UONLIVE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND 2014

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

(Unaudited)

See accompanying notes to the condensed consolidated financial statements

UONLIVE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2015

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

(Unaudited)

See accompanying notes to the condensed consolidated financial statements

consolidation.

Basis of Presentation and Organization

Series B Convertible preferred shares and 1,020,000 Series A Convertible preferred shares outstanding

Note 9 – Subsequent Event

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTSITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion contains forward-looking statements. The reader should understandForward looking statement notice

Statements made in this Form 10-Q that several factors govern whether any forward-looking statement contained herein will beare not historical 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 relatingcurrent facts are “forward-looking statements” made pursuant to the products and the future economic performancesafe harbor provisions 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, allSection 27A 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 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as amended (the “Securities Act”). The shares“may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the public float will continuefuture. However, forward-looking statements are subject to representrisks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the sharesdate of such statement or to reflect the Company’s common stock held for resale without further registration by the holders thereof. After the Share Exchange, Uonlive becomes our operating subsidiary.occurrence of anticipated or unanticipated events.

On May 19, 2009, we approved a 1:100 reverse stock split (the “Reverse Split”) ofFinancial information contained in this quarterly report and in our common stockunaudited interim financial statements is stated in United States dollars and an amendment to our Articles of Incorporation to effectuate the Reverse Split.

Uonlive was a private online multimedia company incorporatedare prepared in April 2007accordance with its headquarters in Hong Kong, China. Until December 31, 2011, the main business of Uonlive was operating an online radio station, a kind of virtual community able to provide the public with free online radio services, and mainly targets the younger listening audience.

Uonlive provided multi-division entertainment programs through live-audio-radio and audio-on-demand. Audio-on-demand allows the listener to choose his or her own programming.  Uonlive also utilized the most advanced technology for DJs and audiences to control their broadcasting techniques. Uonlive had planned to distribute online radio programs for communication products including mobile and family electronics with new radio receiving techniques.

Different than traditional radio stations, Uonlive was continuously adding more interactive features, including online live voting, chat rooms, blogs, download service, an online player and more in order to reach increased audiences.United States generally accepted accounting principles.

In addition, Uonlive provided professional training courses to DJs.  It was committed to developing new radio personalities by providing professionalMarch 2020, the World Health Organization categorized Coronavirus Disease 2019 (“COVID-19”) as a pandemic, and systematic training programs. After completionthe President of the courses,United States declared the participants would be qualified to take part in large-scale activitiesCOVID-19 outbreak a national emergency. The services we provide are currently designated an essential critical infrastructure business under the President’s COVID-19 guidance, the continued operation of which is vital for national public health, safety and ceremonies. Such opportunities worked for the mutual benefitnational economic security. The extent of the online stationimpact of the COVID-19 outbreak on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on our customers and vendors, and the participant.

Our objective was to developrange of governmental and provide diversified programming that had an upbeat message for anyone who listens.

During the first quarter of 2012, our management, after consulting the Board of Directors, decided to cease our operation because of minimal revenue and no improvement in developing the market for internet radio in Hong Kong.

Business Plan

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. Private companies wishing to have their securities publicly traded may seek to merge or effect an exchange transaction with a shell company 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 issued 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.

We have no capital and must depend on our controlling shareholders to provide us funding for our daily operation and expenses, including professional fee and fees charged by regulators, although they 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 attention from various sources, including our controlling shareholders, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals.

We cannot give assurance that we will successfully find a suitable candidate to implement its operation with us by a reverse merge. We also cannot give assurance that any acquisition, if occurs, will be on terms that are favorable to us or to our shareholders.

We do not propose to restrict our search for candidate in any particular geographical area of industry. Our management’s discretion in the selection of the business opportunities is unrestricted, subjectreactions to the availabilitypandemic, which are uncertain and cannot be fully predicted at this time.

Management’s Plan of such opportunities, economic conditions, and other factors.

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 OpportunitiesOperation

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.

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 regarding the business opportunity, including, but not limited to, a description of products, services 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.

RESULTS OF OPERATIONS

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Overview

The Company’s current business objective is to seek a business combination with an operating company. We intend to use the Company’s limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:

Similarly, if we issued debt securities, it could result in:

Recent developments

In early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. Due to the outbreak and spread of COVID-19, the Company’s management and advisors responsible for financial reporting have experienced administrative delays, include travel restrictions and reduced work hours. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2021. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarter Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained.

Results of operations

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the unaudited consolidated Financial Statements offinancial statements and the Company fornotes to those statements that are included elsewhere in this report.

Results Of Operations During The Three Months Ended June 30, 2021 As Compared To The Three Months Ended June 30, 2020

Revenue

For the three-month and six-month periodsthree months ended June 30, 20152021 and related notes thereto.

THREE-MONTH PERIOD ENDED JUNE 30, 2015 COMPARED TO THREE-MONTH PERIOD ENDED JUNE 30, 2014

Operating Revenue

We recorded no consolidated revenue and consolidated gross loss for the three-month periodthree months ended June 30, 2015 and2020, the same corresponding period in 2014 as we are a shell company without any operations to generateCompany generated no revenue. We do not anticipate receiving further revenue for so long as we have no operations.

Operating

Expenses

Operating expenses forFor the three-month periodthree months ended June 30, 2015 increased to $23,559 from $2,014 in the corresponding period of 2014, reflecting a fee for consulting2021 and professional services Operating expenses consisted of consulting and professional fees of $23,171 and general and administrativeJune 30, 2020, we incurred operating expenses of $388. We are expecting approximately $100,000$31,913 and $63,923, respectively. The decrease in operating expenses is mainly due to the absence of annual operating expensepreferred stock issuance of $44,479 for services which occurred during the forthcoming years.

Impairment and Depreciation

During the three-month periodthree months ended June 30, 2015; we incurred zero depreciation expenses, which is2020 but there was no such payment occurring during the same as the corresponding period in 2014.three months ended June 30, 2020.

Net Loss/ Comprehensive Loss

WeFor the three months ended June 30, 2021 we incurred a net loss of $23,559$31,913 and $63,923, respectively. The decrease in net loss is mainly due to the absence of preferred stock issuance of $44,479 for services which occurred during the three-month periodthree months ended June 30, 2015, compared to $2,014 for2020 but there was no such payment occurring during the corresponding period in the year 2014. We accounted for a comprehensive loss of $24,405 for the three-month periodthree months ended June 30, 2015 after an adjustment on the foreign currency translation, compared to $4,508 for the same corresponding period in 2014.2020.

SIX-MONTH PERIOD ENDED JUNEResults Of Operations During The Six Months Ended June 30, 2015 COMPARED TO SIX-MONTH PERIOD ENDED JUNE2021 As Compared To The Six Months Ended June 30, 20142020

Operating

Revenue

We recorded no consolidated revenue and consolidated gross loss forFor the six-month periodsix months ended June 30, 20152021 and six months ended June 30, 2020, the same corresponding period in 2014 as we are a shell company. We do not anticipate receiving further revenue for so long as we haveCompany generated no operations.revenue.

Operating Expenses

Operating expenses forFor the six-month periodsix months ended June 30, 2015 increased by $88,336 to $92,350 which consists of $84,270 in consulting2021 and professional fees and general and administrativeJune 30, 2020, we incurred operating expenses of $8,080. We are expecting approximately $100,000$58,427 and $66,423, respectively. The decrease in operating expenses is mainly due to the absence of annual operating expensepreferred stock issuance of $44,479 for the forthcoming years.

Impairment and Depreciation

We incurred no depreciation expensesservices which occurred during the six-month periodsix months ended June 30, 2015 and 2014.2020 but there was no such payment occurring during the six months ended June 30, 2020.

Net Loss/Comprehensive Loss

WeFor the six months ended June 30, 2021 we incurred a net loss of approximately $92,350$58,427 and $66,423, respectively. The decrease in net loss is mainly due to the absence of preferred stock issuance of $44,479 for services which occurred during the six-month periodsix months ended June 30, 2015, an increase of approximately $88,336 from2020 but there was no such payment occurring during the corresponding period in the year 2014 due to the increase in operating expenses. We accounted for a comprehensive loss of approximately $94,548 for the six-month periodsix months ended June 30, 2015 compared2020.

Liquidity and capital resources

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 June 30, 2021, we had no cash on hand and current liabilities of $331,520. As of December 31, 2020, we had cash on hand of $2,758 and current liabilities of $268,804.

To the extent that our capital resources are insufficient to meet current or planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a comprehensive loss of approximately $5,578 formaterial adverse effect on the same period in 2014.Company.

LIQUIDITY AND CAPITAL RESOURCES

During the six-month period ended June 30, 2015, net cash used in operating activities was $84,761, which included a net loss of $92,350 offset by an increase in accounts payable and accrued liabilities of $7,589 compared to net cash used in operating activities of $14 for the same period in 2014. Net cash provided by financing activities was $84,597 and $14 for the six-month periods ended June 30, 2015 and 2014, respectively, which represented advances from a shareholder.Off-balance sheet arrangements

We believehave no off-balance sheet arrangements that the level of financial resources ishave or are reasonably likely to have a significant factor for ourcurrent or future development and, accordingly, may choose at any time to raise capital through private debt or equity financing to strengtheneffect on our financial position, facilitate growth and provide us with additional flexibility to take advantagecondition, changes in financial condition, revenues or expenses, results of business opportunities. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.This item is not applicable as we are currently considered a smaller reporting company.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Item 4. Controls and Procedures.

Conclusion Regarding the EffectivenessEvaluation of Disclosure Controls and Procedures

We conducted an evaluation ofOur CEO and CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is(as defined underin Rule 13a-15(e) promulgatedand 15d-15(e) under the Securities Exchange ActAct) as of 1934, as amended (Exchange Act), under the supervisionend of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer.period covered by this document. Based on thatthe evaluation, our management, including the Chief Executive Officer and Chief Financial Officer,they have concluded that our disclosure controls and procedures subject to limitations as noted below, as of June 30, 2015, and during the period prior to and including the date of this report, wereare not effective in timely alerting them to ensurematerial information relating to us that allis required to be included in our periodic SEC filings and ensuring that 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)is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,chief financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer 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 in a material misstatement to the financial statements for the period covered by this report that would not be detected, and (ii) accordingly, ourOur disclosure controls and procedures were not effective as of June 30, 2015.2021 due to the material weaknesses as disclosed in the Company’s Annual Report on Form 10-12G filed with the SEC.

Inherent Limitations of the Effectiveness of Disclosure Controls and Internal Controls

Because of its inherent limitations,Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and procedures may notinternal controls will prevent or detect misstatements.all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Also, projectionsThese inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any evaluationsystem of effectiveness tocontrols is also based in part upon certain assumptions about the likelihood of future periods are subject to the riskevents, and there can be no assurance that controlsany design will succeed in achieving our stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or that the degree of compliance with the policies andor procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal ControlsControl over Financial Reporting

Subject to the foregoing disclosure, there wereThere have been no changes in our internal control over financial reporting that occurred during our fiscal quarter endedsubsequent to June 30, 2015,2021, which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II -II. OTHER INFORMATION

ItemITEM 1. Legal Proceedings.LEGAL PROCEEDINGS

None.We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ItemITEM 1A. Risk FactorsRISK FACTORS

Not applicable.We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

THE EFFECTS OF THE RECENT COVID-19 CORONAVIRUS PANDEMIC ARE NOT IMMEDIATELY KNOWN, BUT MAY ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, LIQUIDITY, AND CASH FLOW.

Presently, the impact of COVID-19 has not shown any imminent adverse effects on our business. This notwithstanding, it is still unknown and difficult to predict what adverse effects, if any, COVID-19 can have on our business, or against the various aspects of same, or how COVID-19 will continue to effect the world as the virus case numbers rise and fall.

As of the date of this Annual Report, COVID-19 coronavirus has been declared a pandemic by the World Health Organization, has been declared a National Emergency by the United States Government. COVID-19 coronavirus caused significant volatility in global markets. The spread of COVID-19 coronavirus has caused public health officials to recommend precautions to mitigate the spread of the virus, especially as to travel and congregating in large numbers. In addition, certain countries, states and municipalities have enacted, quarantining and “shelter-in-place” regulations which severely limit the ability of people to move and travel and require non-essential businesses and organizations to close. While some places have lessened their “shelter-in-place” restrictions and travel bans, as they are removed there is no certainty that an outbreak will not occur, and additional restrictions imposed again in response.

It is unclear how such restrictions, which will contribute to a general slowdown in the global economy, will affect our business, results of operations, financial condition and our future strategic plans. Shelter-in-place and essential-only travel regulations could negatively impact us. The current status of COVID-19 coronavirus closures and restrictions could negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely.

If any of our employees, consultant, customers, or visitors were to become infected we could be forced to close our operations temporarily as a preventative measure to prevent the risk of spread which could also negatively impact our ability to receive funding from our existing capital sources as each business is and has been affected uniquely

In addition, our headquarters are located in Hong Kong, China which experienced restrictions on individuals and business shutdowns as the result of COVID-19. It is unclear at this time how these restrictions will be continued and/or amended as the pandemic evolves. We are hopeful that COVID-19 closures will have only a limited effect on our operations.

GENERAL SECURITIES MARKET UNCERTAINTIES RESULTING FROM THE COVID-19 PANDEMIC.

Since the outset of the pandemic the United States and worldwide national securities markets have undergone unprecedented stress due to the uncertainties of the pandemic and the resulting reactions and outcomes of government, business and the general population. These uncertainties have resulted in declines in all market sectors, increases in volumes due to flight to safety and governmental actions to support the markets. As a result, until the pandemic has stabilized, the markets may not be available to the Company for purposes of raising required capital. Should we not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or on terms which are economically feasible we may be unable to sustain the necessary capital to pursue our strategic plan and may have to reduce the planned future growth and/or scope of our operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ItemITEM 3. Defaults Upon Senior Securities.DEFAULTS UPON SENIOR SECURITES

None.None

ItemITEM 4. Mine Safety Disclosures.SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

Not applicable.None

ItemITEM 5. Other Information.OTHER INFORMATION

Not applicable.None

ItemITEM 6. Exhibits.EXHIBITS

Copies of theThe following documentsexhibits are included as exhibits topart of this report pursuant to Item 601 of Regulation S-K.by reference:

(1) Incorporated herein by reference*Pursuant to Exhibit 3.6Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2014.liability under these sections.

(2) 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.

(3) 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.

*Filed herewith.

**Furnished herewith.

SIGNATURES

Pursuant to the 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.

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