Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended March 31, 2014

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-29169

 

 

Chinawe.com Inc.

(Exact name of registrant as specified in its charter)

 

 

 

California   95-462728

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

Room 1307, Block A

Fuk Keung Industrial Building

66-68 Tong Mei Road

Kowloon, Hong Kong

(Address of principal executive offices) (Zip Code)

(852) 23810818

(Registrant’s telephone number, including area code)

 

 

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 the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

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

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

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    Smaller reporting company   x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

 

Class of Common Stock

  

Outstanding at May 14, 2014

Common Stock, $.001 par value    43,800,000

 

 

 

Table of Contents

TABLE OF CONTENTS

 

     PAGE  

PART I — FINANCIAL INFORMATION

  

ITEM 1. FINANCIAL STATEMENTS

  

Condensed Consolidated Statements of Operations for the Three months ended March  31, 2014 and 2013 (unaudited)

     3   

Condensed Consolidated Balance Sheets at March 31, 2014 (unaudited) and December 31, 2013

     4   

Condensed Consolidated Statements of Stockholders’ Equity for the Three months ended March  31, 2014 and 2013 (unaudited)

     5   

Condensed Consolidated Statements of Cash Flows for the Three months ended March  31, 2014 and 2013 (unaudited)

     6   

Notes to Financial Statements

     7   

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     9   

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     10   

ITEM 4. CONTROLS AND PROCEDURES

     11   

PART II — OTHER INFORMATION

  

ITEM 6. EXHIBITS

     12   

SIGNATURES

     13   

Exhibit 31.1

  

Exhibit 31.2

  

Exhibit 32.1

  

Exhibit 32.2

  

Table of Contents

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements.

CHINAWE.COM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

          For the three months ended March 31,  
     Note    2014     2013  
        U.S.$     U.S.$  

Depreciation

        —          —     

Administrative and general expenses

        (2, 704 )      (2, 580 ) 
     

 

 

   

 

 

 

LOSS FROM OPERATIONS

        (2, 704 )      (2, 580 ) 
     

 

 

   

 

 

 

NON-OPERATING INCOME (EXPENSE)

       

Interest

        —          —     

Other income

        —          —     
     

 

 

   

 

 

 

LOSS BEFORE INCOME TAXES

        (2, 704 )      (2, 580 ) 

Income tax expense

   5      —          —     
     

 

 

   

 

 

 

NET LOSS

        (2, 704 )      (2, 580 ) 
     

 

 

   

 

 

 

OTHER COMPREHENSIVE INCOME

       

Foreign currency translation

        —          —     
     

 

 

   

 

 

 

COMPREHENSIVE LOSS

        (2, 704 )      (2, 580 ) 
     

 

 

   

 

 

 

Basic and diluted net income per share of common stock

        (0.00006 )      (0.00006 ) 
     

 

 

   

 

 

 

Weighted average number of shares of common stock outstanding

        43,800,000        43,800,000   
     

 

 

   

 

 

 

The financial statements should be read in conjunction with the accompanying notes.

 

3

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CHINAWE.COM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

          As of
March 31, 2014 		    As of  
     Note      December 31, 2013  
          (derived from
audited financial 		 
        (unaudited)     statements)  
        U.S.$     U.S.$  

ASSETS

       

TOTAL ASSETS

        —          —     
     

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

       

Current liabilities:

       

Accrued expenses and other current liabilities

        1,736        736   

Due to related parties

   4      389,079        387,375   
     

 

 

   

 

 

 

Total current liabilities

        390,815        388,111   
     

 

 

   

 

 

 

Contingencies and commitments

   5     

Stockholders’ deficit:

       

Preferred stock, par value U.S.$0.001 per share; authorized 20,000,000 shares; none issued, common stock, par value U.S.$0.001 per share; authorized 100,000,000 shares; issued and outstanding 43,800,000 shares

        43,800        43,800   

Capital in excess of par

        84,560        84,560   

Accumulated losses

        (519,175 )      (516,471 ) 

Accumulated other comprehensive loss

        —          —     
     

 

 

   

 

 

 

Total stockholders’ deficit

        (390,815 )      (388,111 ) 
     

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

        —          —     
     

 

 

   

 

 

 

The financial statements should be read in conjunction with the accompanying notes.

 

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CHINAWE.COM INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

     Number of
shares 		     Amount      Capital in
excess of par 		     Accumulated
losses 		    Accumulated
other
comprehensive
(loss) income 		     Total
Stockholders’
deficit 		 
            U.S.$      U.S.$      U.S.$     U.S.$      U.S.$  

Balance as of December 31, 2012

     43,800,000         43,800         84,560         (500,802 )      —           (372,442 ) 

Comprehensive income/(loss):

                

Net loss for the period

     —           —           —           (2,580 )      —           (2,580 ) 

Total comprehensive loss

     —           —           —           (2,580 )      —           (2,580 ) 

Balance as of March 31, 2013

     43,800,000         43,800         84,560         (503,382 )      —           (375,022 ) 
  

 

 

    

 

 

    

 

 

    

 

 

      

 

 

 

Balance as of December 31, 2013

     43,800,000         43,800         84,560         (516,471 )      —           (388,111 ) 

Comprehensive income/(loss):

                

Net loss for the period

     —           —           —           (2,704 )      —           (2,704 ) 

Total comprehensive loss

     —           —           —           (2,704 )      —           (2,704 ) 

Balance as of March 31, 2014

     43,800,000         43,800         84,560         (519,175 )      —           (390,815 ) 
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

The financial statements should be read in conjunction with the accompanying notes.

 

5

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CHINAWE.COM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Three months ended March 31,  
     2014     2013  
     U.S.$     U.S.$  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net loss

     (2,704 )      (2,580 ) 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation

     —          —     

Changes in operating assets and liabilities:

    

Prepayments, deposits and other receivables

     —          —     

Accrued expenses and other current liabilities

     (2,300 )      (4,429 ) 

Surcharge on taxes

     —          —     

Income tax payable

     —          —     
  

 

 

   

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

     (5,004 )      (7,009 ) 
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

    

NET CASH USED IN INVESTING ACTIVITIES

     —          —     
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Repayment of long-term debt

     —          —     

Advance from related parties

     5,004        7,009   

Repayment to related parties

     —          —     
  

 

 

   

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

     5,004        7,009   
  

 

 

   

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

     —          —     

Cash and cash equivalents, beginning of period

     —          —     

Foreign currency translation on cash and cash equivalents

     —          —     
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

     —          —     
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    

Cash paid for interest

     —          —     

The financial statements should be read in conjunction with the accompanying notes.

 

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CHINAWE.COM INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying financial statements present the financial position of the Company as of March 31, 2014 and December 31, 2013, and its results of operations for the three months ended March 31, 2014 and 2013. All inter-company accounts and transactions have been eliminated on consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

2. Organization

Chinawe.com Inc. (“Chinawe”) was incorporated under the laws of the State of California. Chinawe’s principal business activity was providing professional management services relating to non-performing loans in the People’s Republic of China, as well as other consulting services. During the first quarter of 2009, the Company’s sole customer, Huizhou One Limited, issued a notice of termination to terminate its services contracts with Chinawe with effect from March 26 and March 27, 2009. Effective from March 27, 2009, the Company became a non-operating company.

The consolidated financial statements include the accounts of Chinawe and the following subsidiary (collectively referred to as the “Company”):

Officeway Technology Limited, a company incorporated in the British Virgin Islands in December 1999, which was formed for the purpose of acquiring (in March 2000) its wholly-owned subsidiary, Chinawe Asset Management Limited (“CAM (HK)”). CAM (HK) was disposed of as of July 26, 2010.

3. Going concern consideration

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As of March 31, 2014, the Company had negative working capital and stockholders’ deficit of U.S.$390,815 and U.S.$390,815, respectively, which raise substantial doubt about its ability to continue as a going concern.

The Company has relied on private financing by cash inflows from the principal stockholders of the Company, who have agreed not to demand repayment of amounts due to them as long as the Company has negative working capital. These stockholders have indicated their intention to finance the Company for a reasonable period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent such a period of time would be “reasonable” and there can be no assurance that the financing from these stockholders will be continued. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.

 

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4. Due to related parties

The balances with related parties are as follows:

 

           As of      As of
December 31, 2013 		 
     Note     March 31, 2014     
       (Unaudited)     
       U.S.$      U.S.$  

Advances from stockholders

     (a )      389,079         387,375   
    

 

 

    

 

 

 

 

(a) The amounts due are unsecured, non-interest bearing and repayable on demand. During the three months ended March 31, 2014 and 2013, the Company received advances from related parties of U.S.$5,004 and U.S.$7,009, respectively. In addition, during the three months ended March 31, 2014 and 2013, the Company repaid advances of U.S.$0 and U.S.$0, respectively, to related parties.

5. Contingencies

The Company is currently suspended in the State of California due to failure to file reports with the Franchise Tax Board. The Company is also delinquent in filing its U.S. Federal tax returns. The Company has decided not to pursue reinstatement in California or prepare and file past due U.S. Federal tax returns until it has formulated a plan for once again becoming an operating company.

 

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

The following discussion should be read in conjunction with the Consolidated Condensed Financial Statements and notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed elsewhere in this Report.

Overview — Results of Operations

Effective March 27, 2009, the Company ceased providing professional management services relating to non-performing loans in the People’s Republic of China. The Company has terminated its employees and closed down its offices. The Company has not identified a specific line of business or territory for any new business. There can be no assurance that the Company will be successful in identifying a new line of business that it can enter into or that if such new line of business is identified, that the Company will have adequate funding to commence operations of a new line of business. The principal stockholders of the Company have indicated their intention to finance the Company for a reasonable period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent such a period of time would be “reasonable” and there can be no assurance that financing from these stockholders will be continued.

 

     Three months ended March 31,  
     2014     2013  
     U.S.$     U.S.$  

Loss from operations

     (2,704 )      (2,580 ) 

Finance costs

     —          —     

Other income

     —          —     
  

 

 

   

 

 

 

Loss before taxation

     (2,704 )      (2,580 ) 

Taxation

     —          —     
  

 

 

   

 

 

 

Net loss attributable to discontinued operations

     (2,704 )      (2,580 ) 
  

 

 

   

 

 

 

THREE MONTHS ENDED MARCH 31, 2014 (UNAUDITED) COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2013 (UNAUDITED)

LOSS FROM OPERATIONS

The Company’s operating expenses totaled U.S.$2,704 for the three months ended March 31, 2014, compared to U.S.$2,580 for the three months ended March 31, 2013.

NET NON-OPERATING EXPENSES

Net non-operating expenses for the first quarter of 2014 totaled U.S.$0, compared to U.S.$0 for the first quarter of 2013.

PROVISION FOR INCOME TAXES

No income tax expense for the three months ended March 31, 2014 and 2013 was incurred because the Company and its subsidiary incurred losses for taxation purposes.

 

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LIQUIDITY AND CAPITAL RESOURCES

The Company is currently financing its operations through cash generated from financing activities.

Cash and cash equivalent balances as of March 31, 2014 and March 31, 2013 were U.S.$0 and U.S.$0, respectively.

Net cash used in operating activities was U.S.$5,004 and U.S.$7,009 for the three months ended March 31, 2014 and 2013, respectively.

Net cash provided by financing activities was U.S.$5,004 and U.S.$7,009 for the three months ended March 31, 2014 and 2013, respectively. The decrease in net cash provided by financing activities resulted from the decrease in net advances from related parties.

During the three months ended March 31, 2014 and 2013, the Company did not enter into any transactions using derivative financial instruments or derivative commodity instruments nor held any marketable equity securities of publicly traded companies. Accordingly, the Company believes its exposure to market interest rate risk and price risk is not material.

During the three months ended March 31, 2014 and 2013, the Company had no purchases or investments.

CRITICAL ACCOUNTING POLICIES

Given that the Company currently has no operating business, there are no critical accounting policies that currently affect our financial condition and results of operations.

Related party transactions

We do not have any of the following:

 

  •   Trading activities that include non-exchange traded contracts accounted for at fair value.

 

  •   Relationships and transactions with persons or entities that derive benefits from any non-independent relationships other than related party transactions discussed in this Report.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to the Company.

Future Operations

The Company is seeking investment opportunities that may provide revenues for the Company. However, the Company has not identified a specific line of business or territory for any such new business. There can be no assurance that the Company will be successful in identifying a new line of business that it can enter into or that if such new line of business is identified, that the receipt of revenues is probable.

The Company is considering de-registering its common stock with the Securities and Exchange Commission (“SEC”) with the result that its shares would be traded on the OTC Pink marketplace of the OTC Markets Group. In addition, as a result of changes to the OTCQB Marketplace effective May 1, 2014, the Company may be required to move from the OTCQB Marketplace to the OTC Pink marketplace.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are not exposed to a material level of market risk due to changes in interest rates, since we have never registered or issued debt instruments. Our outstanding long term liabilities are mostly loans from a director or other related parties, which are unsecured and interest rate fixed or interest-free. Currently we do not maintain a portfolio of interest-sensitive debt instruments or any fixed-income derivatives.

 

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Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, the Company conducted an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of its disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer 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 which also are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting is as of the three months ended March 31, 2014. We believe that our internal control over financial reporting is effective. We have not identified any current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

(b) Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting for the three months ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

11

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PART II — OTHER INFORMATION

 

Item 6. Exhibits.
31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1    Section 1350 Certification of Chief Executive Officer
32.2    Section 1350 Certification of Chief Financial Officer

 

12

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 15, 2014     CHINAWE.COM INC.
    (Registrant)
    By:   /s/ Man Keung Wai
      Man Keung Wai
      Chief Executive Officer
      (Principal Executive Officer)
    By:   /s/ Man Keung Wai
      Man Keung Wai
      Chief Financial Officer
      (Principal Financial Officer)

 

13

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EXHIBIT INDEX

 

Exhibit No.

  

Description

31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1    Section 1350 Certification of Chief Executive Officer
32.2    Section 1350 Certification of Chief Financial Officer

 

14

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