SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-KSB





(Mark
One)




x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the fiscal year ended December 31, 2007





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ___________ to ___________




Commission
File No. __________





CHINESE
MANUFACTURERS ONLINE CORP.


(Name
of small business issuer in its charter)




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




115
      Route 46 West, Suite B-12
              Mountain
      Lakes, New Jersey
            07046(Address
      of principal executive offices)
            (Zip
      Code)




(973)
299-9888


(Registrant’s
telephone number, including area code)




Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class registered:
            Name
      of each exchange on which registered:None
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, 100,000,000, par value $0.001
              Preferred
      Stock, 10,00,000, par value $0.001
              (Title
      of class)




Indicate
by check mark 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 he
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.


Yesx             Noo




Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.


Yesx              Noo




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o




Revenues
for year ended December 31, 2007: $1,074





Aggregate
market value of the voting common stock held by non-affiliates of the registrant
as of December 31, 2007, was: $0





Number of
shares of the registrant’s common stock outstanding as of April 15, 2008 was:
10,100,000





Transitional Small Business Disclosure
Format:  Yeso    Nox












TABLE
OF CONTENTS




PART
      I
            
            1ITEM
      1.
            DESCRIPTION
      OF BUSINESS
            1ITEM
      2.
            DESCRIPTION
      OF PROPERTYITEM
      3.
            LEGAL
      PROCEEDINGS
            2ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
            2PART
      II
            
            2ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            2ITEM
      6.
            MANAGEMENT’S
      DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
            4ITEM
      7.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
            FITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES
            6ITEM
      8A.
            CONTROLS
      AND PROCEDURES
            6PART
      III
            
            5ITEM
      9.
            DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT
            7ITEM
      10.
            EXECUTIVE
      COMPENSATION
            11ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            12ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            12PART
      IV
            
            12ITEM
      13.
            EXHIBITS
      LIST AND REPORTS ON FORM 8-K
            12ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
            13SIGNATURES
            
            14


















PART
I




ITEM 1. DESCRIPTION OF
BUSINESS





4308,
Inc. was incorporated on December 9, 2005 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. We have been in the developmental
stage since inception and have no operations to date other than issuing shares
to our original shareholder.





On July
2, 2007, the Company entered into a Stock Purchase Agreement with Guoyou Lin for
the purchase of all of the issued and outstanding shares of the Company from
Michael Raleigh, the sole officer and director of the
Company.  Pursuant to this Agreement, Mr. Raleigh resigned as the
Company’s sole officer and director and Mr. Guoyou Lin was appointed the
Company’s Chairman and President.  In addition, the Company changed
its name to Chinese Manufacturing Online, Inc. and amended its business
plan to focus on internet marketing, specifically marketing Chinese
manufacturers to clients internationally through the use of the
internet.





Business
Development





We were
founded December 9, 2005 by Michael Raleigh.  On July 2, 2007, all of
the issued and outstanding shares were purchased by Mr. Guoyou Lin who became
the Company’s Chairman and President and amended its business plan and began to
focus its operations on an internet marketing website set up for the purpose of
connecting Chinese manufacturers with international companies and intends to
conduct business as a global internet communications company.  We have
changed our name to Chinese Manufacturers Online, Inc. (“CMO”), to better
reflect our new business plan.





CMO has
only recently, within the past year, begun to operate as an internet marketer
for Chinese manufacturers.  The Chairman and President, Mr. Guoyou
Lin, however, has significant experience in the marketing of
manufacturers.  In 2004, Mr. Lin founded Changsang.com, a major online
manufacturer marketing company within China, and has established a reputation
for bringing manufacturers and companies together through the use of the
internet.  In addition, Mr. Lin founded the Association of Chinese
Manufacturers (“ACM”) which is a non-profit organization consisting of more than
30 million Chinese manufacturers.  Mr. Lin expects the same success
with CMO and has assembled a strong management team to begin operating and
building a strong internet networking market for Chinese
manufacturers.





The
Company has not been involved in any bankruptcy, receivership or similar
proceeding at any time during its corporate existence.  The only
material reclassification, merger, consolidation, or purchase or sale of
significant assets was the purchase of 100% of the issued and outstanding shares
of common stock by Mr. Guoyou Lin from Michael Raleigh pursuant to the Stock
Purchase Agreement, as described above.





Business
of Issuer





CMO is a
service business that provides Chinese manufacturers with an opportunity to
network and market among international companies via the
internet.  CMO has partnered up with changshang.com to increase its
access to Chinese manufacturers.  ChangShang.com is a major Chinese
online marketing tool for Chinese manufacturers.  ChangShang.com has
an established client base of over 70,000 registered members and CMO expects
that a relationship with ChangShang.com will afford it a solid foundation to
expand into the international market.





CMO’s
services will include obtaining an understanding of each client’s business and
providing that company with opportunities to market and expand its
business.  In addition, CMO will register and verify each companies
product or service and keep a user rating on each company.  CMO also
expects to introduce a video portion of its website that will allow companies to
enter into public and private chat-rooms and conduct online video shows as well
as trade negotiations and product displays.  CMO’s website will
include a search feature where companies can search a database for specific
products or services and then email companies based on the search
results.





CMO
intends to distribute its services entirely online.  Its customers
will visit the website and be able to network with other manufacturers and/or
companies searching for manufacturers.  The website will provide
promotional services, business development services and distribution and
marketing strategies for Chinese manufacturers.  CMO is still
developing its website and has not made any public announcements of its online
services.





Internet
marketing is a competitive business and CMO faces competition from other
internet marketers.  Alibaba and Huicong, established in 1998 and
1993, respectively, are two companies that are already operating as internet
marketers.  CMO estimates that Alibaba controls approximately 20% of
the market share and Huicong holds 5% of the market.  While each of
these companies holds some advantages over CMO, CMO expects to compete with them
by providing outstanding client services and catering to the needs of each
company, individually.  In addition, CMO expects to offer a lower
price to customers than Alibaba and Huicong in order to increase its market
share.







1






The
Company’s business does not depend on raw materials in order to provide its
services.  CMO intends to offer its services to a large amount of
companies and will not depend on a few major customers for its
business.  CMO, however, to a certain extent, does rely on its
partnership with ChangShang.com to begin its operations and create a significant
client base.





At this
point, CMO does not possess nor does it intend to possess any patents,
trademarks, licenses, franchises, concessions, royalty agreements or any labor
contracts.  In addition, CMO does not see a need for government
approval of its business operations and does not expect the government to begin
regulating this industry.  CMO also does not expect to incur any costs
of compliance with environmental laws or regulations.





Use
of Financing





To
support its growth and in recognition of global opportunity, CMO has
already formed a partnership with ChangShang.com and plans on forming
partnerships and franchises in various countries and is looking to raise funds
to partly subsidize its expansion.  Funds raised will be used to launch the
website interface and begin respectable advertising campaign
globally.  CMO also plans on employing selected experienced
individuals in to develop and maintain the website and target the international
business community.  Funds will also be used to expand the CMO network
in anticipation of the increased traffic.





Revenue
Sources





We expect
to derive revenue from membership fees for registration by Chinese manufacturers
and companies located worldwide.  We will charge a membership fee for
being a part of our network.  It is anticipated that we will offer a
two-tier membership structure.  A basic membership will cost $1,000
per year for services such as market research reports, training, free exhibition
entrance, travel services and general marketing.  Our premier,
international service will cost $2,500 per year which will include, in addition
to the basic membership services, a larger database of contacts, in-depth market
research and additional reference material.





Additional
sources of revenues may be generated from sales of advertising space on the
website.





ITEM 3. LEGAL PROCEEDINGS




We are
not presently parties to any litigation, nor to our knowledge and belief is any
litigation threatened or contemplated.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS





None.




PART
II





ITEM 5.MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS




Public Market for Common
Stock





During
the year ended December 31, 2007, there was no trading market for our Common
Stock.




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







2




Holders





As of
December 31, 2007, 10,100,000 shares of common stock are issued and
outstanding.  There are approximately 73 shareholders of our common
stock and each shareholder of our common stock is entitled to one vote for each
share on all matters submitted to a stockholder vote.





Holders
of common stock do not have cumulative voting rights. Therefore, holders of
a majority of the shares of common stock voting for the election of directors
can elect all of the directors.  Holders of our common stock representing a
majority of the voting power of our capital stock issued and outstanding and
entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of our stockholders. A vote by the holders of a majority
of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Articles of
Incorporation.





Although
there are no provisions in our charter or by-laws that may delay, defer or
prevent a change in control, we are authorized, without shareholder approval, to
issue shares of preferred stock that may contain rights or restrictions that
could have this effect.





Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.





Dividends





Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business,
our Board of Directors will have the discretion to declare and pay dividends in
the future.





Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.





Recent Sales of Unregistered
Securities





During
the fiscal year ended December 31, 2007, we sold 1,474,000 shares of Company
common stock at a price of $0.50 per share and 626,000 shares of Company common
stock at a price of $0.25 per share in a private placement pursuant to an
exemption under Regulation D Rule 506.  We raised a total of $893,500
from the sale of these securities and paid offering costs of
$7,500.





During
the fiscal year ended December 31, 2007, the Company issued 7,900,000 shares of
common stock to its board members in consideration for services
rendered.  These shares were issued pursuant to the exemption provided
by Section 4(2) of the Securities Act.




Equity Compensation Plan
Information




The
following table sets forth certain information as of April 10, 2008, with
respect to compensation plans under which our equity securities are authorized
for issuance:




(a)
            (b)
            (c)_________________
            _________________
            _________________Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            Weighted-average
      exercise price of outstanding options, warrants and rights
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation
            NonePlans
      approved bySecurity
      holdersEquity
      compensation
            NonePlans
      not approvedBy
      security holdersTotal







3






ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. Because we have not generated significant
revenues, we intend to report our plan of operation below.





Overview





We were
founded December 9, 2005 by Michael Raleigh.  On July 2, 2007, all of
the issued and outstanding shares were purchased by Mr. Guoyou Lin who became
the Company’s Chairman and President and amended its business plan and began to
focus its operations on an internet marketing website set up for the purpose of
connecting Chinese manufacturers with international companies and intends to
conduct business as a global internet communications company.  We have
changed our name to Chinese Manufacturers Online, Inc. (“CMO”), to better
reflect our new business plan.





Plan
of Operation





Since
January 2008, the leadership team has been focused on its business mission to
use the company’s relationships and strength in manufacturing to promote its
international trade record while offering members access to the website free of
charge to increase its international influence.  Using the same
business strategy, the company has also been monitoring the trading activities
in Trinidad and Tobago.  Over the next six months, we expect trading
revenue of $400,000.  If we meet our growth expectations, there will
be no need for second round of financing.  However, if our
expectations are not met, we will need additional cash to continue
operating.  We do not know how we will obtain the needed financing but
it may be in the form of a line of credit or a second round fund
raising.





During
the next twelve months, we expect to take the following steps in connection with
the development of our business and the implementation of our plan of
operations:




-
            Focus
      our major business on international trade, especially in Trinidad and
      Tobago, South America, Europe and
Canada;


-
            Get
      involved in such wide area trading activities and improve our online
      business and increase the number of internet
  visitors;


-
            Return
      to our primary business plan: to use our website to work with our offline
      trade show center to join international manufacturers and buyers
      together.





In the
near future, the company has no plan to purchase or sell any significant plant
and equipment.





Other
than one or two sales persons, the company is not planning to increase it
employee base significantly in the next three months. However, after three
months, the company may need to add some local employees under the company’s
subsidiary in Trinidad and Tobago, Chinese Manufacturers Online (Caribbean),
LLC.





In the
next 12 months, the company is expected to get more involvement in trading with
Trinidad and Tobago government and local business entities. In Europe and
Canada, the company is expected to enlarge its printing and trading businesses
significantly.  After periodically evaluations, the company may plan
to operate its own American trade show center





Liquidity and Capital
Resources




Our
primary source of liquidity as of December 31, 2007 is our cash on
hand.  Our cash on hand as of December 31, 2007 was
$557,033.  Our current assets totaled $646,590 on December 31,
2007.  Our current liabilities were $53,970 on December 31,
2007.
 
 We will
continue to evaluate alternative sources of capital to meet our requirements,
including other asset or debt financing, issuing equity securities and entering
into financing arrangements.  There can be no assurance, however, that
any of the contemplated financing arrangements described herein will be
available and, if available, can be obtained on terms favorable to
us.




Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).





Critical Accounting
Policies
  The
Company’s financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.


4




While all
these significant accounting policies impact its financial condition and results
of operations, we view certain of these policies as critical. Policies
determined to be critical are those policies that have the most significant
impact on our consolidated financial statements and require management to use a
greater degree of judgment and estimates. Actual results may differ from those
estimates. Our management believes that given current facts and circumstances,
it is unlikely that applying any other reasonable judgments or estimate
methodologies would cause effect on our results of operations, financial
position or liquidity for the periods presented in this report.
  The
Company recognizes revenue from product sales on the net basis when the products
are shipped from the manufacturer.  Other service revenue is
recognized when services are performed and billable.
 
 The
Company has adopted the provisions of SFAS No. 123R and related interpretations
as provided by SAB 107.  As such, compensation cost is measured on the
date of grant at their fair value.  Such compensation amounts, if any,
are amortized over the respective vesting periods of the option
grant.
 
 Common
stock, stock options and common stock warrantsissued to other than
employeesor
directors are recorded on the basis of their fair value, as required by SFAS No.
123(R), which is measured as of the date required by EITF Issue 96-18,
“Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services.” In accordance
with EITF 96-18, the stock options or common stock warrants are valued using the
Black-Scholes option pricing model on the basis of the market price of the
underlying common stock on the “valuation date,” which for options and warrants
related to contracts that have substantial disincentives to non-performance is
the date of the contract, and for all other contracts is the vesting date.
Expense related to the options and warrants is recognized on a straight-line
basis over the shorter of the period over which services are to be received or
the vesting period. Where expense must be recognized prior to a valuation date,
the expense is computed under the Black-Scholes option pricing model on the
basis of the market price of the underlying common stock at the end of the
period, and any subsequent changes in the market price of the underlying common
stock up through the valuation date is reflected in the expense recorded in the
subsequent period in which that change occurs.


Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under
other accounting pronouncements that require or permit fair value measurements
and does not require any new fair value measurements. The provisions of SFAS No.
157 are effective for fair value measurements made in fiscal years beginning
after November 15, 2007.  The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.




In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities–Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.




In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements–an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.




ITEM
7.                      FINANCIAL
STATEMENTS




5





CHINESE MANUFACTURERS ONLINE
CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 
 
 
 CONTENTS
 
 
 PAGE
              F-1-
      F-2
              REPORTS
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
              F-3
              BALANCE
      SHEETS AS OF DECEMBER 31, 2007 (CONSOLIDATED) AND 2006PAGE
              F-4
              STATEMENTS
      OF OPERATIONS FOR THE YEARS ENDING DECEMBER 31, 2007
      (CONSOLIDATED)  AND 2006 AND THE PERIOD FROM DECEMBER 9, 2005
      (INCEPTION) TO DECEMBER 31, 2007 (CONSOLIDATED)PAGES
              F-5
              STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM
      DECEMBER 9, 2005 (INCEPTION) TO DECEMBER 31, 2007
      (CONSOLIDATED)PAGE
              F-6
              STATEMENTS
      OF CASH FLOWS FOR THE YEARS ENDING DECEMBER 31, 2007 (CONSOLIDATED)AND
      2006 AND FOR THE PERIOD FROM DECEMBER 9, 2005  (INCEPTION) TO
      DECEMBER 31, 2007 (CONSOLIDATED)PAGES
              F-7
      - F-16
              NOTES
      TO FINANCIAL STATEMENTS
  
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors of:
 Chinese
Manufacturers Online Corp.
  We have
audited the accompanying consolidated balance sheet of Chinese Manufacturers
Online Corp. and subsidiaries (A Development Stage Company) as of December 31,
2007 and the related consolidated statements of operations and comprehensive
income, changes in stockholders' equity (deficiency) and cash flows for the year
then ended December 31, 2007 and for the period December 9, 2005 (Inception) to
December 31, 2007. The financial statements for the year ended December 31, 2006
were audited by other auditors whose report dated March 15, 2007 on these
statements included an explanatory paragraph describing conditions that raised
substantial doubt about the Company's ability to continue as a going concern.
The financial statements for the period December 9, 2005 (Inception) through
December 31, 2007 in so far as they relate to amounts for the period through
December 31, 2006, are based on the report of the other auditor. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly
in all material respects, the financial position of Chinese Manufacturers Online
Corp. and subsidiaries (A Development Stage Company) as of December 31, 2007 and
the results of its operations and its cash flows for the year then ended
December 31, 2007 and for the period December 9, 2005 (Inception) to December
31, 2007 in conformity with accounting principles generally accepted in the
United States of America.
  WEBB
& COMPANY. P.A.
 Certified
Public Accountants
  Boynton Beach, Florida
 March 12, 2008
  F-1
   Gately
& Associates, LLC
 1248
Woodridge Court
 Altamonte
Springs, FL 32714
 jgately@earthlink.net
 Tel (407)
341-6942
 Fax (407)
540-9612
  REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
   The Board
of Directors and Shareholders
 4308,
Inc.
  Gentlemen:
  We
have audited the accompanying balance sheet of 4303 Inc. (a development stage
company) as of December 31, 2006 and 2005 and the related statements of
operations, stockholder’s equity and cash flows for the twelve months ending
December 31, 2006, the 22 days ending December 31, 2005 and from inception
(December 9, 2005) through December 31, 2006. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on the audit.
  We
conducted the audit in accordance with U.S. generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that the audit provides a reasonable basis for our
opinion.
  In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 4308, Inc. as of December 31, 2006
and 2005, and the statement of operations and cash flows for the twelve months
ending December 31, 2006, the 22 days ending December 31, 2005 and from
inception (December 9, 2005) through December 31, 2006, in conformity with U.S.
generally accepted accounting principles.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has suffered losses
from operations and has a net capital deficiency that raise substantial doubt
about its ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
   Gately
& Associates, LLC
  March 15,
2007
  F-2
 
  Chinese
      Manufacturers Online Corp.(A
      Development Stage Company)Balance
      SheetsDecember 31, 2007 and
      2006ASSETSDecember
      31, 2007
                  
                  
                  December 31,(Consolidated)
                  
                  
                  2006Current
      Assets
                  
                  $
                  
                  
                  
                  $Cash
                  
                  
                  557,033
                  
                  
                  
                  -Prepaid
      expenses and other current assets
                  
                  
                  10,505
                  
                  
                  
                  -Due
      from related party
                  
                  
                  79,052
                  
                  
                  
                  -Total
      Current Assets
                  
                  
                  646,590
                  
                  
                  
                  -Property
      and Equipment, net
                  
                  
                  16,429
                  
                  
                  
                  -Total
      Assets
                  
                  $
                  663,019
                  
                  
                  $
                  -LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIENCY)Current
      LiabilitiesAccounts
      payable and accrued expenses
                  
                  $
                  53,970
                  
                  
                  $
                  1,750Total
      Liabilities
                  
                  
                  53,970
                  
                  
                  
                  1,750Commitments
      and Contingencies
                  
                  
                  -
                  
                  
                  
                  -Stockholders'
      Equity (Deficiency)Preferred
      stock,  $0.001 par value; 10,000,000 shares
      authorized,no
      shares issued and outstanding
                  
                  
                  -
                  
                  
                  -Common
      stock,  $0.001 par value; 100,000,000 shares
      authorized,10,100,000
      and 100,000 shares issued and outstanding, respectively
                  
                  
                  10,100
                  
                  
                  
                  100Additional
      Paid in Capital
                  
                  
                  2,918,500
                  
                  
                  
                  -Deferred
      Stock compensation
                  
                  
                  (358,199
                  )
                  
                  
                  -Subscriptions
      receivable
                  
                  
                  (10,000
                  )
                  
                  
                  -Accumulated
      deficit during development stage
                  
                  
                  (1,951,352
                  )
                  
                  
                  (1,850
                  )Total
      Stockholders' Equity (Deficiency)
                  
                  
                  609,049
                  
                  
                  
                  (1,750
                  )Total
      Liabilities and Stockholders' Equity (Deficiency)
                  
                  $
                  663,019
                  
                  
                  $
                  -
  See accompanying notes to
financial statements
   F-3
  Chinese Manufacturers Online Corp.(A
      Development Stage Company)Statements
      of OperationsFor
      the period fromFor
      the year ended
                  
                  
                  
                  
                  
                  December
      9, 2005 (Inception)Ended
      December 31,
                    2007
                  
                  
                  For
      the year
                    Ended
      December 31,
                  
                  
                  to
      December 31,
                    2007(Consolidated)
                  
                  
                  2006
                  
                  
                  (Consolidated)Revenue
                  
                  $
                  1,074
                  
                  
                  $
                  -
                  
                  
                  $
                  1,074Operating
      ExpensesGeneral
      and administrative
                  
                  
                  36,063
                  
                  
                  
                  1,450
                  
                  
                  
                  37,913Computer
      and Internet expense
                  
                  
                  13,074
                  
                  
                  
                  
                  
                  
                  
                  13,074Advisory
      Services
                  
                  
                  1,616,801
                  
                  
                  
                  -
                  
                  
                  
                  1,616,801Salary
      expense
                  
                  
                  180,193
                  
                  
                  
                  -
                  
                  
                  
                  180,193Professional
      fees
                  
                  
                  97,495
                  
                  
                  
                  -
                  
                  
                  
                  97,495Research
      and Development
                  
                  
                  9,355
                  
                  
                  
                  -
                  
                  
                  
                  9,355Total
      Operating Expenses
                  
                  
                  1,952,981
                  
                  
                  
                  1,450
                  
                  
                  
                  1,954,831Net
      loss from Operations
                  
                  
                  (1,951,907
                  )
                  
                  
                  (1,450
                  )
                  
                  
                  (1,953,757
                  )Other
      ExpenseInterest
      Income
                  
                  
                  2,237
                  
                  
                  
                  -
                  
                  
                  
                  2,237Other
      Income
                  
                  
                  168
                  
                  
                  
                  -
                  
                  
                  
                  168Total
      Other expense
                  
                  
                  2,405
                  
                  
                  
                  -
                  
                  
                  
                  2,405Loss
      from OperationsProvision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Loss
                  
                  $
                  (1,949,502
                  )
                  
                  $
                  (1,450
                  )
                  
                  $
                  (1,951,352
                  )Loss
      per Common Share - Basic and Diluted
                  
                  $
                  (2.73
                  )
                  
                  $
                  (0.01
                  )Weighted
      average number of shares outstandingduring
      the period - Basic and Diluted
                  
                  
                  713,222
                  
                  
                  
                  100,000
  See accompanying notes to
financial statements
   F-4
  Chniese
      Manufacturers Online Corp(A
      Development Stage Company)Statement
      of Changes in Stockholders Equity (Deficiency)For
      the period from December 9, 2005 (Inception) to December 31,
      2007Additional
                  
                  
                  Deficit
      accumulated during
                  
                  
                  Deferred
                  
                  
                  
                  
                  
                  Total
                    Stockholder'sPreferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  Paid
      In
                  
                  
                  development
                  
                  
                  Stock
                  
                  
                  Subscription
                  
                  
                  EquityShares
                  
                  
                  Par
                  
                  
                  Shares
                  
                  
                  Par
                  
                  
                  Capital
                  
                  
                  stage
                  
                  
                  Compensation
                  
                  
                  Receivable
                  
                  
                  (Deficiency)Common
      Stock issued forIncorporation
      expenses ($0.001 per share)
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  100,000
                  
                  
                  $
                  100
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  100Net
      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (400
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (400
                  )December
      31, 2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  -
                  
                  
                  
                  (400
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (300
                  )Net
      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,450
                  )
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,450
                  )December
      31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000
                  
                  
                  
                  100
                  
                  
                  
                  -
                  
                  
                  
                  (1,850
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,750
                  )Common
      Stock isssued for cash, Net($0.25
      per share)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  626,000
                  
                  
                  
                  626
                  
                  
                  
                  155,874
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  156,500Common
      Stock issued for cash, Net($0.50
      per share)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,474,000
                  
                  
                  
                  1,474
                  
                  
                  
                  728,026
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (10,000
                  )
                  
                  
                  719,500Common
      Stock issued for services($0.25
      per share)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,900,000
                  
                  
                  
                  7,900
                  
                  
                  
                  1,967,100
                  
                  
                  
                  -
                  
                  
                  
                  (358,199
                  )
                  
                  
                  -
                  
                  
                  
                  1,616,801Capital
      Contribution
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  67,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  67,500Net
      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,949,502
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,949,502
                  )Balance,
      December 31, 2007 (Consolidated)
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  10,100,000
                  
                  
                  $
                  10,100
                  
                  
                  $
                  2,918,500
                  
                  
                  $
                  (1,951,352
                  )
                  
                  $
                  (358,199
                  )
                  
                  $
                  (10,000
                  )
                  
                  $
                  609,049
  See accompanying notes to
financial statements
   F-5
  Chinese
      Manufacturers Online Corp.(A
      Development Stage Company)Statements
      of Cash FlowsFor
      the Period fromFor
      the Year Ended
                  
                  
                  For
      the Year
                  
                  
                  December
      9, 2005(Inception) toDecember
      31,
                    2007
                  
                  
                  Ended
                    December
      31,
                  
                  
                  December
      31, 2007(Consolidated)
                  
                  
                  2006
                  
                  
                  (Consolidated)Cash
      Flows From Operating Activities:Net
      Loss
                  
                  $
                  (1,949,502
                  )
                  
                  $
                  (1,450
                  )
                  
                  $
                  (1,951,352
                  )Adjustments
      to reconcile net loss to net cash used in operationsIssuances
      of shares for services rendered
                  
                  
                  1,616,801
                  
                  
                  
                  -
                  
                  
                  
                  1,616,801In-kind
      contribution
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100Depreciation
                  
                  
                  1,075
                  
                  
                  
                  -
                  
                  
                  
                  1,075Changes
      in operating assets and liabilities:Increase
      in prepaid expenses
                  
                  
                  (10,505
                  )
                  
                  
                  -
                  
                  
                  
                  (10,505
                  )Due
      from related party
                  
                  
                  (79,052
                  )
                  
                  
                  -
                  
                  
                  
                  (79,052
                  )Increase
      in accounts payable
                  
                  
                  52,220
                  
                  
                  
                  1,450
                  
                  
                  
                  53,970Net
      Cash Used In Operating Activities
                  
                  
                  (368,963
                  )
                  
                  
                  -
                  
                  
                  
                  (368,963
                  )Cash
      Flows From Investing Activities:Purchase
      of Proprty and Equipment
                  
                  
                  (17,504
                  )
                  
                  
                  -
                  
                  
                  
                  (17,504
                  )Net
      Cash used in Investing Activities:
                  
                  
                  (17,504
                  )
                  
                  
                  -
                  
                  
                  
                  (17,504
                  )Cash
      Flows From Financing Activities:Stock
      issued for cash, Net
                  
                  
                  876,000
                  
                  
                  
                  -
                  
                  
                  
                  876,000Capital
      Contribution
                  
                  
                  67,500
                  
                  
                  
                  
                  
                  
                  
                  67,500Net
      Cash Provided by Financing Activities
                  
                  
                  943,500
                  
                  
                  
                  -
                  
                  
                  
                  943,500Net
      Increase in Cash
                  
                  
                  557,033
                  
                  
                  
                  -
                  
                  
                  
                  557,033Cash
      at Beginning of Period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Cash
      at End of Period
                  
                  $
                  557,033
                  
                  
                  $
                  -
                  
                  
                  $
                  557,033Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid for taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -SUPPLEMENTAL
      DISCLOSURE OF NON CASH ITEMS
  See accompanying notes to
financial statements
 F-6
  CHINESE
MANUFACTURERS ONLINE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 DECEMBER
31, 2007 & 2006
 NOTES TO FINANCIAL
STATEMENTS
  NOTE 1SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
  (A)
Organization
  Chinese
Manufacturers Online Corp. (F/K/A 4308, Inc.) (hereinafter “the Company”) (a
development stage company) was incorporated under the laws of the State of
Delaware on December 9, 2005.
 On July
2, 2007, pursuant to a Stock Purchase Agreement and Share Exchange between
Guoyou Lin and Michael Raleigh, the sole Sole shareholder of 4308, Inc (the
“Agreement”), Mr. Lin obtained all of the issued and outstanding shares of 4308,
Inc. Pursuant to the Agreement, Mr. Lin changed our name to Chinese
Manufacturers Online Corp. (“CMO”) to better reflect our new business
plan.
  We are
currently located in New Jersey.  CMO provides high-level expertise in
promoting online business for Chinese manufacturers and international buyers,
business related channel development, distribution strategies, and marketing of
Chinese manufactured products.
  Activities
during the development stage include developing the business plan, negotiating
intellectual property agreements and raising capital.
 
 (B) Use of
Estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.
 
 (C) Principles of
Consolidation
 
 The 2007
financial statements include the accounts of Chinese Manufacturers Online Corp
and its wholly-owned subsidiaries Chinese Manufacturer Group (CMG) from August
22, 2007 (Inception) to December 31, 2007 and United Industries Group (UIC) from
August 22, 2007 (Inception) to December 31, 2007.  The 2006 financial
statements include the accounts of Chinese Manufacturers Online
Corp.
 
 All
significant intercompany accounts and transactions have been eliminated in
consolidation.
 
 
 
 F-7
 
 CHINESE
MANUFACTURERS ONLINE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 DECEMBER
31, 2007 & 2006
 NOTES TO FINANCIAL
STATEMENTS
 
 (D) Property and
Equipment
 
 The
Company values property and equipment at cost and depreciates these assets using
the straight-line method over their expected useful life. The Company uses a
three year life for software and five year life for computer equipment and a
seven year life for furniture and equipment.
 
 (E) Cash and Cash
Equivalents
 
 For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
 
 (F) Concentration of Credit
Risk
 
 The
Company at times has cash in banks in excess of FDIC insurance
limits.  At December 31, 2007 and 2006, the Company had $451,551 and
$0 in excess of FDIC insurance limits, respectively.
 
 (G) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings per Share.”  As of December 31, 2007 and 2006, there were no
common share equivalents outstanding.
 
 (H) Research and Development
Costs
 
 The
Company expenses all research and development costs as incurred for which there
is no alternative future use.
 
 (I) Income
Taxes
 
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).  Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  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.  Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
 
  F-8
  CHINESE
MANUFACTURERS ONLINE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 DECEMBER
31, 2007 & 2006
 NOTES TO FINANCIAL
STATEMENTS
  As of
December 31, 2007 and 2006, the Company had a net operating loss carryforward of
approximately $330,613 and $0  respectively, available to offset
future taxable income through 2027.  The valuation allowance at
December 31, 2007 was $662,121.  The net change in the valuation
allowance for the year ended December 31, 2007 was an increase of
$112,408.
  (J) Stock-Based
Compensation
 
 The
Company has adopted the provisions of SFAS No. 123R and related interpretations
as provided by SAB 107.  As such, compensation cost is measured on the
date of grant at their fair value.  Such compensation amounts, if any,
are amortized over the respective vesting periods of the option
grant.
 
 Common
stock, stock options and common stock warrantsissued to other than
employeesor
directors are recorded on the basis of their fair value, as required by SFAS No.
123(R), which is measured as of the date required by EITF Issue 96-18,
“Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services.” In accordance
with EITF 96-18, the stock options or common stock warrants are valued using the
Black-Scholes option pricing model on the basis of the market price of the
underlying common stock on the “valuation date,” which for options and warrants
related to contracts that have substantial disincentives to non-performance is
the date of the contract, and for all other contracts is the vesting date.
Expense related to the options and warrants is recognized on a straight-line
basis over the shorter of the period over which services are to be received or
the vesting period. Where expense must be recognized prior to a valuation date,
the expense is computed under the Black-Scholes option pricing model on the
basis of the market price of the underlying common stock at the end of the
period, and any subsequent changes in the market price of the underlying common
stock up through the valuation date is reflected in the expense recorded in the
subsequent period in which that change occurs.
  (K) Recent Accounting
Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
 
  F-9
  CHINESE
MANUFACTURERS ONLINE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 DECEMBER
31, 2007 & 2006
 NOTES TO FINANCIAL
STATEMENTS
  In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
 
 (L)
Revenue Recognition
 
 The
Company recognizes revenue from product sales on the net basis when the products
are shipped from the manufacturer.  Other service revenue is
recognized when services are performed and billable.  Revenue for
membership fees is recognized over the term of the membership
period.
 
 
 F-10
  CHINESE
MANUFACTURERS ONLINE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 DECEMBER
31, 2007 & 2006
 NOTES TO FINANCIAL
STATEMENTS
 NOTE
2 PROPERTY
AND EQUIPMENT
  At
December 31, 2007 and 2006 property and equipment is as follows:
 
 2007
              
              
              2006Computer
      and equipment
              
              $
              4,914
              
              
              $
              -Software
              
              
              3,495
              
              
              
              -Furniture
      and equipments
              
              
              9,095
              
              
              
              -Less
      accumulated depreciation and amortization
              
              
              (1,075
              )
              
              
              -$
              16,429
              
              
              $
              -
 
 
 Depreciation
and amortization expense for the years ended December 31, 2007 and 2006 and for
the period from December 9, 2005 (Inception) to December 31, 2007 was $1,075,
$0  and $1,075, respectively.
  NOTE
3 STOCKHOLDERS’
EQUITY (DEFICIT)
  (A) Common Stock Issued for
Cash
 
 During
the year ending December 31, 2007, the Company issued 626,000 shares of
common stock for cash of $156,500 at the price of 0.25 per share and 1,474,000
shares of common stock for cash of $737,000 at the price of $0.50 per share and
paid direct offering costs of $7,500.
 
 (B)
Common Stock Issued for Services
 
 During
the year ending December 31, 2007, the Company issued 7,900,000 of common stock
at a fair value of $0.25 per share to its board members for service valued at
$1,975,000.  The value of the shares will be amortized over the
service period of six months and issuance of shares is contingent upon
successfully completing a six month term.  As of December 31, 2007,
the Company has recognized $1,616,801 of stock compensation
expense.
 
 During
the period ending December 31, 2005, the Company issued 100,000 shares of common
stock at a price of $0.001 per share for $100 of incorporation
expenses.
 
 
 F-11
 
  CHINESE
MANUFACTURERS ONLINE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 DECEMBER
31, 2007 & 2006
 NOTES TO FINANCIAL
STATEMENTS
 (D) Preferred
Stock
 
 The
Company is authorized to issue 10,000,000 shares of $0.001 per value preferred
stock.  As of December 31, 2007, there are no shares of preferred
stock outstanding.
  (E) Capital
Contribution
 
 During
the year ended December 31, 2007, the company recorded $67,500 of capital
contribution by its principal stockholder.
  NOTE 4 COMMITMENTS AND
CONTINGENCIES
 
 (A)
Employment Agreement
 
 On August
1, 2007, the Company entered into a one year employment agreement with its Chief
Executive Officer.  The agreement calls for an annual salary in of
$135,000 in 2007 and an annual salary of $250,000 in 2008 plus all reasonable
benefits as the company may offer to employees.  In addition, he will
receive an annual bonus of 2% of the annual net profit during the term of the
agreement.
 
 On August
1, 2007, the Company entered into a one year employment agreement with its Chief
Marketing Officer.  The agreement calls for an annual salary of
$100,000 for the first four months and $200,000 for the last eight months plus
all reasonable benefits as the company may offer to employees.  In
addition, he will receive an annual bonus of 1% of the annual net profit during
the term of the agreement.
 
 (B) Operating
Agreement
 
 On July
9, 2007, the Company entered into a one-year lease agreement for office
space.  The lease calls for monthly payment of $1,650 plus
utilities.
 
 (C) Board of Directors
Agreement
 
 During
the year ending December 31, 2007, the Company issued 7,900,000 of common stock
at a fair value of $0.25 per share to its board members for service valued at
$1,975.000.  The value of the shares will be amortized over the
service period of six months and issuance of shares is contingent upon
successfully completing a six month term.  As of December 31, 2007,
the Company has recognized $1,616,801 of stock compensation
expense.
   F-12
  CHINESE
MANUFACTURERS ONLINE CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 DECEMBER
31, 2007 & 2006
 NOTES TO FINANCIAL
STATEMENTS
 NOTE 5 RELATED PARTY
TRANSACTIONS
 
 During
2007, the Company was engaged with a marketing and information technology
support company in China.  One of the Company’s directors is also the
president of this marketing and information technology support company. During
2007, the company and the related party agreed to terminate the agreement and
the related party agreed to return $79,052.  A total of $116,000 was
paid for services performed for the Company.  At year end it was
determined that only $36,948 worth of services was earned due to related party
conflicts.  At December 31, 2007 $79,052 is recorded as a receivable
from this marketing and information technology support company.
  NOTE 6 SUBSEQUENT
EVENT
  (A)New
Cooperate Business Contract
  On
February 15, 2008 CMO entered into a cooperative business contract with a
consultant to conduct marketing and promotion sales activity in buying of
Chinese manufactured products and marketing and selling them to both the private
and public sectors in the Trinidad and Tobago market.  CMO will form a
new business entity called TCMP – CMO in Trinidad.  The new entity
will conduct all business under the joint effort with the
consultant.  This agreement is effective until December 31,
2019.  CMO will receive 70% of the profit/loss associates with this
contract.  The consultant will receive 30% of the profit /loss
associates with this contract.
  
 F-13




ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




Our
accountant is Webb & Company, P.A., independent certified public
accountants. We do not presently intend to change accountants. At no time have
there been any disagreements with such accountants regarding any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.





On
November 14, 2007, Gately & Associates (“Gately”) was dismissed as our
independent auditor and we engaged Webb & Company, PA (“Webb”) as our
principal independent accountant. This decision to engage Webb was ratified by
the majority approval of the Board of Directors of the Company.  The
change of auditors was disclosed in our Form 8-K filing on November 16, 2007 and
all information contained in the Form 8-K is incorporated by reference
herein.





ITEM 8A(T). CONTROLS AND
PROCEDURES





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
  Management’s Report on
Internal Controls over Financial Reporting
 
 Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the year ended
December 31, 2007 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
  The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors 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 the
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within the Company have been detected.
 
 Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of December
31, 2007.
 
 Changes
in Internal Controls
 
 There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in the internal controls over financial
reporting during fiscal year ended December 31, 2007 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.


6





PART
III




ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT
  The
following chart lists all of the Officers and Directors of the Company and their
respective ages, position and term of service.




Name
              Age
              Position
              TermGuoyou
      Lin (1)
              43
              Director
              November
      2007 – PresentFrank
      Hawkins (2)
              66
              Director
              November
      2007 – PresentMichael
      Mai (3)
              52
              Director
              November
      2007 – PresentSam
      Guo (4)
              49
              Director
              November
      2007 – PresentDavid
      Weiguo Xiao (5)
              34
              Director
              November
      2007 – PresentDian
      Fuwang (6)
              72
              Director
              November
      2007 – PresentManfred
      Opel (7)
              69
              Director
              November
      2007 – PresentTyrol
      Tang (8)
              49
              Chief
      Executive Officer
              November
      2007 – PresentDr.
      Terry W. Moritz (9)
              60
              Chief
      Marketing Officer
              November
      2007 – Present




(1)  Mr.
Guoyou Lin received 5,000,000 shares of Company common stock as compensation for
his services as a Director of the Company.  The 5,000,000 shares have
an aggregate value of $1,250,000.
 
 (2)  Mr.
Frank Hawkins received 250,000 shares of Company common stock as compensation
for his services as a Director of the Company.  The 250,000 shares
have an aggregate value of $62,500.
 
 (3)  Mr.
Michael Mai received 250,000 shares of Company common stock as compensation for
his services as a Director of the Company.  The 250,000 shares have an
aggregate value of $62,500.
 
 (4)  Mr.
Sam Guo received 250,000 shares of Company common stock as compensation for his
services as a Director of the Company.  The 250,000 shares have an
aggregate value of $62,500.
 
 (5)  Mr.
David Weiguo Xiao received 250,000 shares of Company common stock as
compensation for his services as a Director of the Company.  The
250,000 shares have an aggregate value of $62,500.
 
 (6)  Mr.
Dian Fuwang received 300,000 shares of Company common stock as compensation for
his services as a Director of the Company.  The 300,000 shares have an
aggregate value of $75,000.
  (7)  Mr.
Manfred Opel received 300,000 shares of Company common stock as compensation for
his services as a Director of the Company.  The 300,000 shares have an
aggregate value of $75,000.
 
 (8)  Mr.
Tyrol Tang received 1,000,000 shares of Company common stock as compensation for
his services as a Director of the Company.  The 1,000,000 shares have
an aggregate value of $250,000.
  (9)  Mr.
Terry Moritz received 300,000 shares of Company common stock as compensation for
his services as a Director of the Company.  The 300,000 shares have an
aggregate value of $75,000.




Mr.
Guoyuo Lin - Director


Mr. Lin,
was born in Guangdone province of China. He is the founder of Chinese
Manufacturers Association and ChangShang.com. Mr. Lin is an enterprise leader
having the needed strategic vision. He was involved and became very successful
in manufacturing business in his early age. By loving his country and Chinese
people, he has dedicated himself to promote Chinese manufacturing industry. At
the same time, he developed close relationship with manufacturers in multiple
industries. By seeing the need in the international market, he initiated the
development of Chinese Manufacturers Online Corp (CMO), a US base company.
Through CMO, his ambition of bringing international buyers to meet with Chinese
manufacturers directly on the online platform using unique services can be
accomplished. Mr. Lin has earned his MBA degree in 2007 from University of
Wales, Newport.




7
  Mr.
Frank Hawkins, Director
 Mr. Frank
Hawkins, age 66, has been CEO of Hawk Associates, Inc., a leading small cap
investor relations firms serving clients in the U.S., China and Vietnam, since
he founded the company in 1995. He is also a co-founder of the Hanoi-based
Vietnam Financial Media Corporation. Mr. Hawkins was formerly president of the
Access Asia Group, a small conglomerate in Hong Kong.
  Previously,
he served as vice president/corporate relations and planning and head of the
investor relations program at Knight-Ridder, Inc. During that time, the company
won every major national investor relations award, in some cases, numerous
times.
  In the
early part of his career, Hawkins served with U.S. Intelligence in Germany and
went on to become a foreign and war correspondent in Asia, the Middle East and
Europe for the Associated Press before heading up AP-Dow Jones in
London.
  An expert
in corporate strategy and information programs and communications for small
publicly traded companies, he has been involved in stock listings in New York,
Tokyo and Frankfurt and company presentations in major financial centers in the
U.S. as well as London, Zurich, Geneva, Tokyo and Singapore. A graduate of the
Defense Language Institute, he is fluent in German. He has a B.S. degree in
government from Cornell University and is author of "Ritter's Gold," an
adventure novel published in several languages by the New American Library.
Hawkins is a member of the Association of Former Intelligence Officers and the
Audubon Society. He is listed in Who's Who in America and Who's Who in the World
and serves on the board of the Florida Keys Electric Cooperative and the Vietnam
Financial Media Corporation in Hanoi.
  Mr.
Michael Mai, Director
 Mr. Mai,
age 52, heads the China Culture & Trade Center Group USA, CCTC, as the
Chairman and Chief Executive Office, and helps the company to build a direct
bridge between US and Chinese groups for better cultural and entertainment
exchange since January, 2006. On August 2004, Mr. Mai had also appointed the
position of Chief Executive Office for Everyoung USA/MSL Culture &
Entertainment, which was later merged with CCTC.
  From
January 2001 to December 2005, Mr. Mai had also had his own business
in adult daycare industry, Mikkon Adult Day Health Care Center. This
business was operated under Mikkon Corporation, at which Mr. Mai was the
president.
  In
addition to the principles of the above business entities, Mr. Mai was also
serviced in other companies as general manager and manager as well. With
the extensive experience in working with multi-cultural background, Mr. Mai was
awarded the Outstanding Chinese Award from Chinese Daily Newspaper in Los
Angeles in 2003. He was also elected as president of China Ethnic Culture and
Arts Association, Los Angeles.
  Mr. Mai
achieved BA in English in 1982 from South China Normal University and MA in
Education in 1990 from University of San Francisco.
 
 Mr.
Sam Guo, Director
 Mr. Guo,
age 49, has more than 25 years of management experience, especially in the
international trade industry. Since 2004, Mr. Guo has been an Adjunct professor,
at UC Berkeley, Haas School of Business, an adjunct professor, Department of
Business and Management, UCLA Extension and an adjunct professor at Graziadio
School of Business and Management, Pepperdine University. Since 2000, Mr. Guo
has been the president of Amax Global, Inc., a US-China business consulting
company, in Guangzhou, China and Los Angeles. From 2000 to 2001, Mr. Guo was the
Regional Sales Director, Asia Network Engines, Inc., Canton, Massachusetts.
Network Engines is a public company specializing in development, manufacturing,
and distribution of server appliances for IDC, high-density servers, storage
equipment (NAS) and other network products.
 
 In 1993,
Mr. Guo has earned a M.B.A. Degree from Louisiana State University, Baton
Rouge, Louisiana and in 1982, he earned a B.A. Degree in English Language
and Literature in Zhongshan (Sun Yat-sen) University, Guangzhou,
China.
  Other
than teaching, Mr. Guo was heavily involved in Chinese international
business. In his career, Mr. Guo has been working in management positions
like president, vice president, director, general manager and project
manager.
  Mr.
David Weiguo Xiao, Director
 Mr. Xiao,
age 34, is currently the Vice General Manager of Zhongshan Hunter sourcing
company; China Purchasing Representative for Tupai group, a Portuguese company;
and China Purchasing Representative for Hastens, a Swedish company.
 
 From
April 2000 to April 2004, Mr. Xiao was a purchasing manager of IKEA’s subsidiary
company, Modul Service AB Shenzhen representative office.
 
 From June
1998 to April 2000, Mr. Xiao was an engineer in the technical department of Gree
Electronics Appliance co. Ltd.
 
  8
   From
March 1996 to June 1998, Mr. Xiao was working as a salesman in export department
of Hengyang Metallurgy Machinery & Epuipment Export/Import
Company.
 
 From July
1990 to March 1996, Mr. Xiao was an engineer at heat treatment Sub-factory of
Hengyang Non-ferrous Metallurgy Machinery General Works.
 
 Mr. Xiao
is pursuing EMBA course of Renming University of China. In 1990, he obtained a
diploma from Huazhong Science and Technology University in 1990 with major in
metal material and heat treatment.
 
 Mr.
Dian Pu Wang, Director
 Mr. Wang,
age 72, was born in Liaoning province in China. From 1961 to 1979, Mr. Wang was
the senior administrator of the electronic industry department under Chinese
State Department. During the same period, he was also the engineer, minister,
office director of the Electronic Industry Department of Fourth Engineering
Department. From 1979 to 1991, he was the principle director and senior engineer
of Beijing Broadcasting Equipment Company, the largest broadcasting equipment
company in China.
 
 From 1991
to 1992, Mr. Wang was promoted to be the General Economist of Chinese Electronic
Company (CEC) and the director of Electronic System Authority. CEC is the
largest electronic company in China and having more than 50 billion RMB in
capital.
 
 Mr. Wang
was the executive director of Shenzhen Electronic Group Co. Ltd. from 1993 to
2000. Shenzhen Electronic Group Co. Ltd. is the first business group in the
electronic industry in China. It owns four different publicly trade companies on
the Shenzhen Stock Exchange and it is one of the largest electronic companies in
Shenzhen. During these 7 years, Mr. Wang accomplished the joint ventures with
Hitachi, Samsung and other international electronic giants.
 
 From 2000
to 2004, Mr. Wang was elected to be the vice president of Chinese Electronic
Company Association, president of Shenzhen Electronic Company Association. And
Chairman of Chinese Manufacturers Association.
 
 From
December 2004 to April 2007, Mr. Wang was the president of the board of
directors and senior consultant of Skyworth Group.
 
 Mr.
Manfred Opel, Director
 Manfred
Opel, 69, living in Germany is a retired General from the German Airforce and
the European NATO-base and a proud new member of CMO's Board of Directors His
education, awards, achievements, and involvements in the latest and newest
high-tech-industry guarantees success and growth for CMO's future.
 
 During
the Sixties, Mr. Manfred Opel finished his master degree in mechanical and
electrical engineering followed his MS in aerospace engineering. Additionally he
accomplished his MA. for international relations at the Boston University in
Boston, MA, USA.
 
 During
his career some of his duties have been working for the German State Secretary
for its security, Chief of Strategy planning at the NATO headquarter in
Brussels, Commander of the German Air Force Logistic Department, Deputy Chief of
staff German Airforce and General for Airforce Acquisition and
Technology.
 
 Since
1988 he is a member of German Parliament and a member of the NATO Parliament
Assembly.
 
 Simultaneously,
he owns two high-tech engineering companies and Consulting Company in northern
Germany.
 
 Mr. Opel
personal goal is to setup a European company headquartered in
Germany.






9




Mr.
Tyrol Tang – Chief Executive Officer


Mr. Tang
has more than 20 years of project management and development experience in the
information technology industry. Since 1990, he owned and operated his own
consulting business and contracted with multiple companies and institutions
including CitiGroup, TheStreet.com, Columbia University, University of Medicine
and Dentistry of New Jersey, Garden State Multiple Listing System, etc. Through
these projects, Mr. Tang established a strong network of business and built a
very solid foundation in management and technical development. In year 2000, he
expanded his business to operate a local technical teaching institute and
running a startup B-to-B website. Being the owner, Mr. Tang involved in
everything in the business cycle and gained extensive experience in running the
online business.




Mr. Tang
earned two Master of Science Degrees from New Jersey Institute of Technology,
one in Computer Science in 1987 and other in Traffic Engineering in 1989. Before
entering Graduate school, Mr. Tang earned a B.Sc. degree in Computer Science
from The University of Western Ontario, Canada in 1984.




Mr. Tang
was awarded with the 'Outstanding Contributor Award' in 2001 while participating
in the Internet Business Exhibition organized by Lower Manhattan Business
Association as a keynote speaker.





Dr.
Terry W. Moritz – Chief Marketing Officer


Dr.
Moritz has an utmost detailed background in project management and
implementation of marketing strategies in the Information Technology field. His
experience and credentials guarantees an administrative success for a project.
He achieved BS in Computer Science, BS in Electronics, MS in Industrial
Engineering and a Ph.D. in Economics. He has over 25 years experience in field
management. Former employers include Texas Instrument, Digital Equipment, IBM,
Novell, Iomega Corporations, US-University of Colorado, and Westwood College of
Technology.




Successful
inventions and technological applications developed by Dr. Moritz include the
SkypagerTM, manufactured by Motorola and the INTEL-A-SystemTM, manufactured by
IBM. He developed and implemented in cooperation with INTEL and Microsoft
high-tech Computer-Based-Training-programs and a world wide video conferencing
system for the German automobile industry (BMW, Mercedes and
Volkswagen).




He
researched, designed and marketed the 'Rock-CuisineTM', approved by the FDA and
NSF (recommended by the American Heart and Diabetic Association for a healthy
eating concept). Dr. Moritz owned and operated M&C Ltd., Canada;
US-Europe-Consulting in California, served as CEO and Chairman of NSA
Corporation in California and Melbourne, Australia.




Since
1992 he consults the industry and communities with his Consulting Company with
offices in Munich, Germany; Estes Park, Colorado and Orange, California,
focusing on implementation of new technologies combined with educational
training systems.






10





Term of
Office




Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.




All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have compensated our Directors for service on our Board of
Directors as provided herein. Officers are appointed annually by our Board of
Directors and each Executive Officer serves at the discretion of our Board of
Directors. We do not have any standing committees.




None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.




Audit
Committee




We do not
have a standing audit committee of the Board of Directors. Management has
determined not to establish an audit committee at present because of our limited
resources and limited operating activities do not warrant the formation of an
audit committee or the expense of doing so. We do not have a financial expert
serving on the Board of Directors or employed as an officer based on
management’s belief that the cost of obtaining the services of a person who
meets the criteria for a financial expert under Item 401(e) of Regulation S-B is
beyond its limited financial resources and the financial skills of such an
expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.





Certain Legal
Proceedings





No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.





Compliance With Section
16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended December 31,
2007.




Code of
Ethics




The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.





ITEM 10. EXECUTIVE
COMPENSATION





Compensation of Executive
Officers





The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2007 and 2006 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):






11




SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
              Year
              
              Salary
                ($)
              
              
              Bonus
                ($)
              
              
              Stock
      Awards
                ($)
              
              Option
      Awards
                ($)
              
              
              Non-Equity
      Incentive Plan Compensation ($)
              
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              
              All
      Other Compensation
                ($)
              
              
              Totals
                ($)Tyrol
      Tang, Chief Executive Officer
              2007
              
              $
              135,000
              
              
              
              0
              
              
              $
              41,667
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              176,6672006
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0Dr.
      Terry W. Moritz, Chief Marketing Officer
              2007
              
              $
              100,000
              
              
              
              0
              
              
              $
              70,565
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              170,5652006
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0
  Employment
Agreements




We have
employment agreements in place with our officers of the Company.




ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT




The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.




Name
      and Address of
                Beneficial
      Owner
              Amount
      of
                Beneficial
      Ownership
              Percentage
                of
      ClassGuoyuo
      Lin
              5,100,000
              50.49%Sam
      Guo
              250,000
              2.47%Michael
      Mai
              250,000
              2.47%Frank
      Hawkins
              250,000
              2.47%Dianfu
      Wang
              300,000
              2.97%Weiguo
      Xiao
              250,000
              2.47%Manfred
      Opel
              300,000
              2.97%Tyrol
      Tang
              1,000,000
              9.9%Dr.
      Terry W. Moritz
              300,000
              2.97%All
      Executive Officers
              8,000,000
              79.20%and
      Directors as a Group(9
      people)






ITEM 12. CERTAIN
RELATIONSHIPS ANDRELATED
TRANSACTIONS.




None




ITEM 13.EXHIBITS




Exhibit
      Number
            Exhibit
      Title14
            Code
      of Ethics31.1
            Certification
      of Tyrol Tang pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Tyrol Tang pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.






12




ITEM 14.PRINCIPAL ACCOUNTANT FEES AND
SERVICES




Audit
Fees




For the
Company’s fiscal years ended December 31, 2007 and December 31, 2006, we were
billed approximately $13,625 and $3,250 for professional services rendered
for the audit and reviews of our financial statements.




Audit Related
Fees





The
Company did not incur any audit related fees, other than the fees discussed in
Audit Fees, above, for services related to our audit for the fiscal years ended
December 31, 2007 and December 31, 2006.





Tax Fees




For the
Company’s fiscal years ended December 31, 2007 and December 31, 2006, we were
not billed for professional services rendered for tax compliance, tax advice,
and tax planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2007 and December
31, 2006.





Audit Committee
Pre-Approval





As
disclosed above, we do not currently have an audit committee and, therefore, we
have not adopted any pre-approval policies or procedures of the audit
committee.




Pursuant
to the requirements of Section 13 or 15(d) 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.




13






SIGNATURES




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




Chinese Manufacturers Online
Corp.





By:
            /s/ Tyrol
      TangChief
      Executive Officer and Principal Accounting
  Officer






Dated:
            April
      15, 2008




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Name
            Title
            Date/s/Tyrol
      Tang
              Tyrol
      Tang
            Chief
      Executive Officer and
              Principal
      Accounting Officer
            April
      15, 2008








14