10-Q 1 q3.htm MAIN DOCUMENT Converted by EDGARwiz

                                

                            UNITED STATES

                 SECURITIES AND EXCHANGE COMMISSION

                         Washington, DC 20549


                            FORM 10-Q


[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      

      For the period ended: March 31, 2010.


[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Ac of 1934


For the transition period from         to


Commission File Number:   333-137437


                       USChina Channel, Inc.

        __________________________________________________

       (Exact name of registrant as specified in its charter)


            Nevada                              20-4854568

--------------------------------     ----------------------------------

(State or other jurisdiction of      (IRS Employer Identification No.)

incorporation or organization)



  665 Ellsworth Avenue, Connecticut                  06511         

(Address of principal executive offices)      (Postal or Zip Code)



Registrant 's telephone number, including area code:  203-844-0809


Indicated by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and  (2) has been subject to such filing requirements for the past 90 days.              Yes  [x]   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):


Large accelerated filer [ ]             Accelerated filer [ ]


Non-accelerated filer [ ](Do not        Small reporting company [x]

check if smaller reporting company)

 

 

 

 


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




1



The number of shares outstanding of each of the issuer's classes of common stock, as of the close of the latest practicable date: 1,265,456 shares of common stock with par value of $0.001 per share outstanding as of April 22, 2010.






TABLE OF CONTENTS

TO QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED MARCH 31, 2010

 

                        Part I – FINANCIAL INFORMATION   

                                                  

     Page     

Item 1. Financial Statements    

        Consolidated Balance Sheets                

             3

        Consolidated Statement of Operations          

       4

        Consolidated Statement of Cash Flows         

             5

        Condensed Notes to Consolidated Financial Statement

             6     


Item 2. Management's Discussion And Analysis Of Financial

        Condition And Results Of Operation                 

      13


Item 3. Quantitative And Qualitative Disclosure About Market Risk       15


Item 4T. Controls and Procedures                          

      15


                        PART II - OTHER INFORMATION


Item 1. Legal Proceedings                                      

      15


Item 2. Unregistered Sale of Equity Securities and Use of Proceeds      15


Item 3. Defaults Upon Senior Securities                 

      15


Item 4. Submission of Matters to a Vote of Security Holders

      15


Item 5. Other Information                       

      16


Item 6. Exhibits                                 

      16




















2



<PAGE>

                     Part I – FINANCIAL INFORMATION


Item 1. Financial Statements  



USChina Channel INC.

Consolidated Balance Sheets

                        As of March 31, 2010 and June 30, 2009


 

 

 

 

 

3/31/2010

 

6/30/2009

 

 

 

 

 

(Unaudited)

 

(audited)

Cash

 

 

 

 

 $       33,983

 

 $       42,852

 

 

 

 

 

 

 

 

Total Current Asset

 

 

 

 $       33,983

 

 $       42,852

   Investment

 

 

 

 

 

 

   Property

 

 

 

 

 

 

 

   Intangible Assets

 

 

 

 

 

 

Total Assets

 

 

 

 $       33,983

 

 $       42,852

 

 

 

 

 

 

 

 

Liabilities and Shareholders' equity

 

 

 

 

 Current Liabilities:

 

 

 

 

 

 

   Accounts payable

 

 

 

 

 

 

   Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term Debt

 

 

 

 $                   -

 

 $                   -

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 $                   -

 

 

 

 

 

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

 

   Class A preferred stock w/ par value $0.001

 

 

 

 

       10 million authorized no issued

 

 

 

 

 

   Class B preferred stock w/ par value $0.001

 

 

 

 

       50 million authorized no issued

 

 

 

 

 

   Common shares w/  par value $ 0.001

 

 

 

 

     1265556& 1220556  outstanding respectively  

 

 $          1,265

 

 $          1,220

   Additional paid-in capital

 

 

 $     170,023

 

 $       80,068

   Deficit accumulated in development stage

 

 $   (137,305)

 

 $      (38,436)

 

 

 

 

 

 

 

 

Total Shareholders' Equity

 

 

 $       33,983

 

 $       42,852

 

 

 

 

 

 

 

 

Total Liabilities and Shareholders' Equity

 

 $       33,983

 

 $       42,852





3






USChina Channel INC.

Consolidated Statements of Operations

For Three & Nine Months Ended March 31, 2010 and 2009  

(Unaudited)


 

 

 

 

 Three Months

 

Three Months

 

 Nine Months

 

 Nine Months

 

 

 

 

   ended on

 

ended on

 

   ended on

 

   ended on

 

 

 

 

3/31/2010

 

3/31/2009

 

3/31/2010

 

3/31/2009

Revenue

 

 

 

 $                      -

 

 $                      -

 

 $                     -

 

 $                     -

Cost of Revenue

 

 

 

 $                      -

 

 $                     -

 

 $         -

 

 $         -

Gross Profits

 

 

 

 $                      -

 

 $                      -

 

 $                     -

 

 $                     -

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

  Selling expenses

 

 

 

 $          -

 

 $         -

 

 

 

 

  General and administrative expenses

 

 $               3,184

 

 $              1,216

 

 $          100,263

 

 $           15,691

  Research and development costs

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

 $               3,184

 

 $              1,216

 

 $          100,263

 

 $           15,691

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from Operation

 

 

 $             (3,184)

 

 $            (1,216)

 

 $        (100,263)

 

 $          (15,691)

 

 

 

 

 

 

 

 

 

 

 

Other income (expenses)

 

 

 $                      -

 

 $                      -

 

 

 

 

    Interests income (expenses)

 

 

 $                   73

 

 $                119

 

 $               281

 

 $               560

    Sale of  Investments(Notes  10)

 

 

 $               1,103

 

 $                      -

 

 $              1,103

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 $             (2,008)

 

 $            (1,097)

 

 $          (98,879)

 

 $          (15,131)

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net earning per share

 

 

 

 

 

 

 

 

   1,265,556 & 1,220,556 Shares  Outstanding

 

 

 

 

 

 

 

 

     Respectively

 

 

 

 $                    -   

 

 $                    -   

 

 $              (0.08)

 

 $              (0.01)


















4




USChina Channel INC.

Consolidated Statements of Cash Flows

For Nine Months Ended March 31, 2010 and 2009

 (Unaudited)


 

 

 

 

 

Nine Months

 

Nine Months

 

 

 

 

 

ended on

 

  ended on

 

 

 

 

 

3/31/2010

 

3/31/2009

Cash Flow from operating activities

 

 

 

 

Net Income (Loss)

 

 

 

 $    (98,869)

 

 $   (15,691)

 

 

 

 

 

 

 

 

Adjustments to reconcile net income (loss) to

 

 

 

 

     Costs of common stocks issued for consultant services

 $     85,000

 

 

     Common stocks to be issued for compensation of officer

 $        5,000

 

 

 

 

 

 

 

 

 

 

   Change in operating assets and liabilities

 

 

 

 

      Increase/(Decrease) in accounts payable

 

 

 

 

 Net cash provided by operating activities

 

 $      (8,869)

 

 $   (15,691)

 

 

 

 

 

 

 

 

Cash flows from investing activities(*)

 

 

 

 

 $                -

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

     Return Deposit from Officer

 

 

 $                -

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash

 

 

 $     (8,869)

 

 $  (15,691)

    Cash, beginning at the period

 

 

 $     42,852

 

 $     59,612

    Cash, end at the period

 

 

 

 $     33,983

 

 $     43,919

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

  Interests (paid ) received:

 

 

 $             73

 

 $           560

  Income Tax (paid ) received:

 

 

 

 

 

 

 

 

 

 

 

 

 

*On March 9, 2010, Sold 90% shares of Sunsidiary USChina Taiwan to Ching-Sang Hong for $ 1,102.5

 










5



<PAGE>

                          USChina Channel Inc.

                     NOTES TO FINANCIAL STATEMENTS

                           March 31, 2010


1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS


USChina Channel Inc was incorporated in Nevada on April 26, 2006, under the laws of the State of Nevada, for the purpose of providing management services to the small or median sized private companies in the People's Republic of China that want to look for business partners, or agencies, or financing resources, or to become public listing through IPO or reverse merger in the United States, Canada or Europe.


The Company is in the development stage with minimal operations.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Accounting


The accompanying audited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual financial information, and with the rules and regulations of SEC to Form 10-K and Article 8 of Regulation S-X.


The Company has elected a June 30 year-end.

Development Stage Company


The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.  The Company has recognized no revenue since inception, and is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s development stage activities.


Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Cash Equivalents


The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.


Fair Value of Financial Instruments


The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph



6



820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:


·

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

·

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

·

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.


The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for financial assets and liabilities measured at fair value at March 31, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from June 30, 2009 through March 31, 2010.


Revenue Recognition


The Company will apply paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable and earned.  The Company will consider revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.  


Income Taxes


The Company will account for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.


The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”).  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax



7



return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.


Net Loss Per Common Share


Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of March 31, 2010.


Recently Issued Accounting Standards


In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release No. 33-8934 on June 26, 2008. Commencing with the Company’s Annual Report for the fiscal year ending June 30, 2010, the Company is required to include a report of management on the Company’s internal control over financial reporting. The internal control report must include a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting for the Company; of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of year-end; of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting; and that the Company’s independent accounting firm has issued an attestation report on management’s assessment of the Company’s internal control over financial reporting, which report is also required to be filed as part of the Annual Report on Form 10-K.


In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009.  The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place.  All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15, 2009. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.


In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04, Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99, which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable



8



Securities.  The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.


In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05, Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value, which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities.  This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability. The amendments in this Update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this Update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements.  The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.


In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08, Earnings Per Share – Amendments to Section 260-10-S99, which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.


In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09, Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees.  This Update represents a correction to Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Additionally, it adds observer comment Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees to the Codification. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.


In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12, Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent), which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the



9



amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.


In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-01 Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash, which clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share (“EPS”)).  Those distributions should be accounted for and included in EPS calculations in accordance with paragraphs 480-10-25- 14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification.  The amendments in this Update also provide a technical correction to the Accounting Standards Codification.  The correction moves guidance that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.  That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the interests of the stockholders.  It also indicates that the proportional interest of each shareholder remains the same, and is a key factor to consider in determining whether a distribution is a stock dividend.


In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-02 Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:

·

A subsidiary or group of assets that is a business or nonprofit activity

·

A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture

·

An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).




10



The amendments in this Update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:



·

Sales of in substance real estate.  Entities should apply the sale of real estate guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.

·

Conveyances of oil and gas mineral rights.  Entities should apply the mineral property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such transactions.


If a decrease in ownership occurs in a subsidiary that is not a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.


Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.


3. GOING CONCERN


From inception till March 31, 2010, the Company got total financing of over $ 80,000 with accumulated operating deficit of $137,305, and cash outflow over $40,000. There is no guarantee that the Company will be able to generate revenue to get the positive cash flow at the foreseeable future. The continuous operating loss and necessary higher costs to keep public listing would still raise the doubt about the Company's ability to continue as a going concern. The Company will try to raise capital again. However, there is no guarantee that it will be successful.


4. WARRANTS AND OPTIONS


There are no warrants or options outstanding to acquire any additional shares of common stocks.


5. RELATED PARTY TRANSACTIONS


The Company neither owns nor leases any real or personal property. Mr. Andrew Chien has provided the office and furniture without any charges.


6. INCOME TAXES


                                              As of March 31, 2010

                 

Deferred tax assets:

     Net operating tax carry forwards             $ 137,305

     Other                                            0


     Gross deferred tax assets                      137,305

     Valuation allowance                             (0)

     Net deferred tax assets                      $  (0)



11




Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a zero valuation allowance.


7. NET OPERATING LOSSES


As of March 31, 2010, the Company has a net operating loss carryforward of $ 137,305 including $ 2,008 generated in this quarter. Net operating loss carryforward expires twenty years from the date the loss was incurred.


8. STOCK TRANSACTIONS


Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.


9. STOCKHOLDERS' EQUITY


The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2010:


Common stock, $0.001 par value: 75,000,000 shares authorized; 1,265,456 shares outstanding and 239,544 shares of the treasure stock issued on this date of filing.


Class A of Preferred stock, $0.001 par value: 10,000,000 shares authorized; no any share issued and outstanding on this date of filing.


Class B of Preferred stock, $0.001 par value: 50,000,000 shares authorized; no any share issued and outstanding on this date of filing.


10. Non Cash Dividends Distribution and Federal Income Tax Consequence for Dividend Distribution


On March 9, 2010, the Company exercised its purchase promise to purchase 1,225,000 shares of common stock of its subsidiary USChina Taiwan for $1,225. Then it sold 1,102,500 to Ching-Sang Hong for $122.5 and the remaining shares with aggregating book value of $123, being distributed to its shareholders with record day of March 9, 2010, as non-cash dividends. On March 15, 2010, USChina Taiwan separated from our company as an independent company.  


These shares should be considered as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended. We expect that a U.S. holder receiving our shares in the distribution will be treated as receiving a taxable distribution to the extent of the fair market value of shares received on the distribution date. That distribution would be treated as taxable dividend income to the extent of such holder’s share of USChina Channel Inc’s current and accumulated earnings and profits (as determined for federal income tax purposes), if any. However, USChina Channel does not have any current or accumulated earnings and profits. To the extent the amount of the



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distribution exceeds such holder’s share of USChina Channel current and accumulated earnings and profits, if any, the distribution would be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in its shares of USChina Channel common stock (thus reducing such adjusted tax basis) with any remaining amounts being treated as capital gain from the sale of USChina Channel shares. Tax considerations under state, local and foreign laws, or federal laws other than those pertaining to the income tax, are not addressed here.

Every shareholder of USChina Channel should discuss with its tax advisors to finally consider the federal income tax or other tax consequence of the dividend distribution.


Item 2. Management's Discussion And Analysis Of Financial Condition

        And Results Of Operation                        


FORWARD-LOOKING STATEMENTS


This Form 10-Q includes "forward-looking statements" within the meaning of Section 21E of the Exchange Act. These forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions about the Company. When used in this Form 10-Q, the words "plan", "believes," "continues," "expects," "anticipates," "estimates," "intends," "should," "would," "could," or "may," and similar expressions are intended to identify forward looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, Chinese government policy or rule changes, market conditions, competition and the ability to successfully complete financing.


Plan of Operation


The Company was incorporated in the State of Nevada on April 26, 2006. The Company's business will focus in furnishing business services to the small or median sized private companies in the People's Republic of China that want to look for business partners, or agencies, or financing resources, or to become public listing through IPO or reverse merger in the United States, Canada or Europe.


The Company owned a website:  

                   www.uschinachannel.net  

which is published in both Chinese and English.


The Company is in the development stage and will continue to be in the development stage until the Company generates significant revenue from its business operations. To date, the Company has not generated any revenues. Management has raised funds through debt or equity offerings. On March 31, 2010, the Company has cash or shareholders' equity of $ 33,983. Base on the capital size, we only can launch our services on a small scale to reserve cash.


In a development stage company, management devotes most of its activities to develop a market for its business. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is



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dependent upon its ability to secure market acceptance of its business plan and to generate significant revenue.


After the financial crisis, the service area for USA public and China operated companies has a lot of change. Recently, the quick development of Chinese stock market makes USA market relative less attractive to Chinese operated companies. Although the accumulated number of Chinese operated companies listed in USA has over 500. The annually new listing Chinese companies for OTCBB has greatly reduced. Most companies are interested immediately financing, and wanted to list in NASDAQ, and they are reluctant to pay high front costs for USA public listing. On the other hand, some companies, whose stock traded in OTCBB for a couple of years, but not got any financing, complained about the high auditing fee and other maintenance costs of the keeping public in USA. Some is willing to withdraw as OTCBB quoting in order to reduce the overhead costs.


In order to meet the challenge, we are in the explore of new services such as

(1) to serve more in financing, and try to contact more venture capitals for potential customers.

(2) to expand SEC file services such as  Edgar html format and XBRL format services for those already USA public companies.  

    As XBRL format filing for financial statements is dominant after June 2011, and will increase the issuers costs. It will become an additional opportunities for us to engage in customers.

(3) to pay more attention to the companies quoted in the pink sheet.


Although, USChina Channel hasn't generated any revenue, the company feels more potential ahead. Andrew Chien, in his personal business USChina Channel LLC, represented several public companies to do SEC filings currently. As these services become stable, long term, and generating certain amount of revenue, they will become our company's business due to the market agreement between our company and USChina Channel LLC dated October 3, 2006. Even though, there is no guarantee that the Company would be able to complete any of the objectives and attain profitability. These factors raise substantial doubt considering the Company's ability to continue as a going concern.


To appraise our share value is one of our business priorities, we may change our business strategy. One consideration is to raise capital and then look for a high growth operating company in China to do reverse merger, which may increase our shareholder value quickly.


On November 17, 2009, our company entered a letter of intent (LOI) with Shandong FangXing Technology Development Co., Ltd.("FangXing"), Shandong, China for the reverse merger purpose.


In December 2009, Andrew Chien visited China and met with major managers of FangXing. So far, FangXing hasn't submitted its auditing financial statements. Due to the term of LOI, the merger intention with FangXing expired in March 2010. We will continue to do the best to find a proper candidate to consider the reverse merger while we continue to operate our own business. Even we would find the merger partner, the operation of USChina will separate into an independent entity.


Liquidity and Capital resources:


In the three months period ended on March 31, 2010, cash used on operation was

$ 3,184 to pay mostly costs relative to financial activities, and costs relative to change service of transfer agency. At the end of this period, the Company had



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$ 33,983 cash deposit.


Item 3. Quantitative And Qualitative Disclosure About market Risk


    None.


Item 4T. Controls and Procedures


An evaluation was performed under the supervision and with the participation of our management, including the Company's Chief Executive Officer and Chief Financial Officer, and the Member of the Audit Committee, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange act of 1934, as amended) as of the end of period covered by this report. Based on that evaluation, the Company's

Chief Executive Officer and Chief Financial Officer, and the Member of the Audit Committee concluded that these disclosure controls and procedures were effective. There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




                     PART II - OTHER INFORMATION


Item 1. Legal Proceedings


    None


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


     On March 9, 2010, the Company exercised its purchase promise to purchase 1,225,000 shares of common stock of its subsidiary USChina Taiwan for $1,225. Then it sold 1,102,500 to Ching-Sang Hong for $122.5 as investment proceeds, and the remaining shares being distributed to its shareholders as non-cash dividends. On March 15, 2010, USChina Taiwan separated as an independent company.  


Item 3. Defaults Upon Senior Securities


    None


Item 4. Submissions of Matters to a Vote of Security Holders


      On March 14, 2010, a special shareholder-meeting of our company held at the company's headquarter. The representatives of 1,132,856 shares, 89.5% of total outstanding common stock joined the vote through personal attendance, e-mail and telephone calls. 100% of them voted yeas for the following three items:


      (a) to separate USChina Taiwan Inc from USChina Channel Inc;


      (b) in the formed new entity, it will issue 10% of USChina Taiwan Inc's common stock to the shareholders of USChina Channel Inc as special dividends. The distribution ratio is 1 for 10. That means one share of USChina Taiwan Inc common stock will issue to the owner of 10 shares of USChina Channel Inc. For every shareholder or per brokerage account, the minimum dividends are 100 shares regardless of how many shares he (she, or the brokerage account) owns; and the remaining 90% of the issued shares will sell to Mr. Hong at par value;

   



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      (c) Ching-Sang Hong was elected as one member of the board of Directors of USChina Taiwan Inc.


Item 5. Other Information


     The Company hired Interwest Transfer Co., Inc., 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117, telephone (801) 272-9294, as the transfer agency to replace Registrar and Transfer Company initiated February 2010.


Item 6. Exhibits


31 - Certification of Chief Executive Officer and Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


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.






Signature


Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.    

                                

                                    USChina Channel Inc


 Dated: April 23, 2010              By: /s/ Andrew Chien  

                         

      ------------------------  

                        

      Andrew Chien, CEO, CFO       



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