The interim consolidated financial statements should be read in conjunction
with the company’s latest annual financial statements.
In the opinion of management, the consolidated financial statements
contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition,
results of operations, and cash flows of the Company for the interim periods presented.
The accompanying notes are an integral part of
these consolidated financial statements.
The accompanying notes are an integral part of
these consolidated financial statements.
The accompanying notes are an integral part of
these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022
AND DECEMBER 31, 2021
(Unaudited)
Note 1 – Organization and basis of accounting
Principles of Consolidation
The Company prepares its consolidated financial statements
on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly
owned subsidiary. All intercompany accounts, balances and transactions have been eliminated in the consolidation.
Basis of Presentation and Organization
This summary of significant accounting policies
of UONLIVE CORPORATION. (a development stage company) (“the Company”) is presented to assist in understanding the Company's
consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States
of America and have been consistently applied in the preparation of the accompanying consolidated financial statements. The Company has
realized minimal revenues from its planned principal business purpose and, accordingly, is considered to be in its development stage in
accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
No. 915 (SFAS No. 7). The Company has elected a fiscal year end of December 31.
Business Description
Uonlive Corporation (“UOLI” or
the “Company”) was incorporated under the laws of the State of Nevada on January 29, 1998 as Weston International Development
Corporation. On July 28, 1998, its name was changed to Txon International Development Corporation. On September 15, 2000, the Company
changed its name to China World Trade Corporation. On July 2, 2008, the Company further changed its name to Uonlive Corporation.
The Company ceased operations in early 2015.
The Company has fully impaired all assets since the shutdown of its operations in 2015 and has recorded the effects of this impairment
as part of its discontinued operations.
On June 15, 2018, the eight judicial District
Court of Nevada appointed Small Cap Compliance, LLC as custodian for Uonlive Corporations., proper notice having been given to the officers
and directors of Uonlive Corporation. There was no opposition.
On September 10, 2019, the Company filed a certificate
of revival with the state of Nevada, appointing Raymond Fu as, President, Secretary, Treasurer and Director.
On May 14th, 2021, the Company approved
a 1 for 20 reverse stock split.
On June 21, 2022, the Company issued 100,000,000 shares of common
stock valued at $0.0036 per share to Raymond Fu as repayment of a portion of all related party debt totaling $360,000.
Reorganization and Share Exchange
On March 02, 2020, the Company entered into a
Definitive Share Agreement whereby Raymond Fu, the sole shareholder of Asia Image Investment Limited (“Asia Image”), relinquished
all his shares in Asia Image and acquired 100,000 shares of the Company. Consequently, Asia Image became a wholly-owned subsidiary of
the Company.
Since the major shareholder of Uonlive retained
control of both the Company and Asia Image, the share exchange was accounted for as a reverse merger. As such, the Company recognized
the assets and liabilities of Asia Image, acquired in the Reorganization, at their historical carrying amounts.
The accompanying financial statements are prepared
on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development
stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products
which may become part of the Company’s product portfolio. The Company has not realized significant sales through since inception.
A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even
if planned principal operations have commenced, revenues are insignificant.
The accompanying financial statements have been
prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company
is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While
management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be
no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization
of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities
that may result from the possible inability of the Company to continue as a going concern.
Note 2 – Summary of significant accounting policies
Cash and Cash Equivalents
For purposes of reporting within the statements
of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly
liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Employee Stock-Based Compensation
The Company accounts for stock-based compensation
in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment
(“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards
result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected
to vest and will result in a charge to operations.
Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting period. Management makes its best estimate of the outcome for these items
based on information available when the financial statements are prepared. Actual results could differ from those estimates.
Subsequent Event
The Company evaluated subsequent events through the date when financial
statements are issued for disclosure consideration.
Recent Accounting Pronouncements
On December 18, 2019, the FASB issued ASU
2019-12, which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were
suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity
of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users. This ASU
was adopted by the Company on September 1, 2021. The Company evaluated and concluded that the adoption did not have a material impact
on the Company’s financial position, results of operations or cash flows.
In May 2021, the FASB issued ASU 2021-04 in
response EITF consensus. This ASU addresses how the issuer should account for modifications or exchanges of Freestanding Equity Classified
Written Call Options. Freestanding written call options (such as warrants) are sometimes issued to enhance the marketability of a company’s
debt or common stock offering. Some of these warrants are classified as equity in the issuer’s financial statements but are not
accounted for as either stock compensation or derivatives. US GAAP does not address how the issuer should account for modifications of
these instruments. The FASB has approved an EITF consensus to fill that void. Under the new guidance, if the modification does not change
the instrument’s classification as equity, the company that issued the warrants accounts for the modification as an exchange of
the original instrument for a new instrument. In general, if the fair value of the ‘new’ instrument is greater than the fair
value of the ‘original’ instrument, the excess is recognized based on the substance of the transaction, as if the issuer had
paid cash. The new rule is effective for fiscal years beginning after December 15, 2021 for both public and private companies. Transition
is prospective. Early adoption is permitted, as discussed further below. The Company is evaluating whether this will have any impact of
on its consolidated financial statements.
Other recent accounting pronouncements
issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did
not or in management’s opinion will not have a material impact on the Company’s present or future consolidated financial statements.
Note 3- Going Concern
In early January 2020, an outbreak of a respiratory
illness caused by the coronavirus was identified in Wuhan, China. As part of its effort to combat the virus, the government of China has
placed travel restrictions throughout parts of China. This has resulted in some of the Company’s customers and suppliers being closed
for an extended period or operating at significantly below their normal capacity and will also affect our suppliers that source some of
their materials from China. The duration and intensity of this global health emergency and related disruptions is uncertain. The duration
of this crisis and its impact on both the Company’s customers and supply chain is expected to have a material impact on the consolidated
results of operations, cash flows and financial condition, but cannot be reasonably estimated at this time.
The Company has an accumulated deficit of $3,279,516
and working capital of $778,926, as of September 30, 2022, and a accumulated deficit of $4,043,966 and a working capital deficit of $345,524
as of December 31, 2021. The accompanying consolidated financial statements have been prepared assuming the continuation of the Company
as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent
on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration
statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in
its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity
capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon.
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to
continue as a going concern.
Note 4 – Related
party transactions
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, the Company issued 650,000
shares of Series B Convertible Preferred Stock and 520,000 (series A convertible preferred stock to
Uonlive (Hong Kong) Limited for the provision of management services valued at $54,586. 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 September 30, 2022 and December 31, 2021 the Company has a loan
payable of $17,097 and $170,712 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 September 30, 2022 and December 31, 2021 the Company has a note
payable of $57,938 and $167,554 to Mr. Raymond Fu, President and Chief Executive Officer of the Company, respectively. This note is unsecured,
non-interest bearing and it is repayable on demand.
Note 5 – Common stock
On March 04, 2020, the Company issued 100,000
shares of common stock to a shareholder for a total price of $100 as part of the share exchange and reverse merger.
On June 08, 2020, the Company converted 650,000
Series B convertible Preferred Stock into 650,000,000 common stock.
On May 28th, 2021, the Company approved
a 1 for 20 reverse stock split.
On June 21, 2022, the Company issued 100,000,000 shares of common stock
valued at $0.0036 per share to Raymond Fu as repayment of a portion of all related party debt totaling $360,000.
As of September 30, 2022 and December 31, 2021,
a total of 132,606,582 and 32,606,582 shares of common stock with par value $0.001 remain outstanding, respectively.
Note 6 – 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 $44,479.
The following is a description of the material
rights of our Series B Convertible Preferred Stock:
Each share of Series B convertible Preferred
Stock shall have a par value of $0.001 per share. The Series B Preferred Stock shall vote on any matter that may from time to time be
submitted to the Company’s shareholders for a vote, on a 1,000 for one basis. If the Company effects a stock split which either
increases or decreases the number of shares of Common Stock outstanding and entitled to vote, the voting rights of the Series A shall
not be subject to adjustment unless specifically authorized.
Each share of Series B Convertible Preferred
Stock shall be convertible into 1,000 shares of Common Stock (“Conversion Ratio”), at the option of a Holder, at any time
and from time to time, from and after the issuance of the Series C Preferred Stock.
In the event of any liquidation, dissolution
or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or
to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series B
Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the
holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation
upon the initial issuance of the Series B Preferred Stock (each, the “the Original Issue Price”) for each share of Series
B Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue
Price in connection with a particular sale of Series B Preferred Stock, the Original issue price shall be $0.001 per share for the Series
B Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus
distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full
aforesaid preferential amounts, then, subject to the rights of any existing series of Preferred Stock or to the rights of any series of
Preferred Stock which may from time to time hereafter come into existence, the entire assets and funds of the corporation legally available
for distribution shall be distributed ratably among the holders of the each series of Preferred Stock in proportion to the preferential
amount each such holder is otherwise entitled to receive.
The Series B Preferred Stock shares
are nonredeemable other than upon the mutual agreement of the Company and the holder of shares to be redeemed, and even in such case only
to the extent permitted by this Certificate of Designation, the Corporation’s Articles of Incorporation and applicable law.
Series B Preferred Stock shall be convertible,
at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer
agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original
Issue Price of the Series B Preferred Stock by the Series B Conversion Price applicable to such share, determined as hereafter provided,
in effect on the date the certificate is surrendered for conversion.
On October 07, 2020, the Company’s board
of directors approved the creation of 2,000,000 shares of a Series A Preferred stock. On that same dated the Company issued 520,000 shares
of its newly created Series A Preferred Stock to Uonlive (Hong Kong) Limtied as payment for management services provided valued at $290,990.
As of September 30, 2022 and December 31, 2021,
the Company has 150,000 shares of Series B Convertible preferred shares, 520,000 shares of Series A Convertible preferred shares and 500,000
shares of preferred stock outstanding
Note 7 – Subsequent Event
In accordance with ASC 855 the Company’s
management reviewed all material events through the date these financial statements were available to be issued, there was only one material
subsequent event.