FORM 10-Q
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
(Mark One)
| x | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the quarterly
period ended June 30, 2015
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 1208, 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
¨ |
Smaller reporting company
x |
(Do not check if a smaller
reporting company) |
|
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 August 13, 2015 | |
| |
| | |
Common Stock, $.001 par
value | |
| 43,800,000 | |
TABLE OF
CONTENTS
PART I —
FINANCIAL INFORMATION
Item 1.
Financial Statements.
CHINAWE.COM
INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
| | |
For the Six months ended June 30, | |
| |
Note | | |
2015 | | |
2014 | |
| |
| | |
U.S.$ | | |
U.S.$ | |
| |
| | |
| | |
| |
Depreciation | |
| | | |
| — | | |
| — | |
Administrative and general expenses | |
| | | |
| (7,000 | ) | |
| (8,417 | ) |
| |
| | | |
| | | |
| | |
LOSS FROM OPERATIONS | |
| | | |
| (7,000 | ) | |
| (8,417 | ) |
| |
| | | |
| | | |
| | |
NON-OPERATING INCOME (EXPENSE) | |
| | | |
| | | |
| | |
Interest | |
| | | |
| — | | |
| — | |
Other income | |
| | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | |
LOSS BEFORE INCOME TAXES | |
| | | |
| (7,000 | ) | |
| (8,417 | ) |
| |
| | | |
| | | |
| | |
Income tax expense | |
| 5 | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | |
NET LOSS | |
| | | |
| (7,000 | ) | |
| (8,417 | ) |
| |
| | | |
| | | |
| | |
OTHER COMPREHENSIVE INCOME | |
| | | |
| | | |
| | |
Foreign currency translation | |
| | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | |
COMPREHENSIVE LOSS | |
| | | |
| (7,000 | ) | |
| (8,417 | ) |
| |
| | | |
| | | |
| | |
Basic and diluted net income per share of common stock | |
| | | |
| (0.00016 | ) | |
| (0.000019 | ) |
| |
| | | |
| | | |
| | |
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.
CHINAWE.COM
INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
BALANCE SHEETS
| |
| |
As of | | |
As of | |
| |
Note | |
June 30, 2015 | | |
December 31, 2014 | |
| |
| |
(unaudited) | | |
(derived from audited financial statements) | |
| |
| |
U.S.$ | | |
U.S.$ | |
ASSETS | |
| |
| | |
| |
| |
| |
| | | |
| | |
TOTAL ASSETS | |
| |
| — | | |
| — | |
| |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| |
| | | |
| | |
Current liabilities: | |
| |
| | | |
| | |
Accrued expenses and other current liabilities | |
| |
| 1,635 | | |
| 5,335 | |
Due to related parties | |
4 | |
| 412,020 | | |
| 401,320 | |
| |
| |
| | | |
| | |
Total current liabilities | |
| |
| 413,655 | | |
| 406,655 | |
| |
| |
| | | |
| | |
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.$0.001 per share; authorized 100,000,000
shares; issued and outstanding 43,800,000 shares | |
| |
| 43,800 | | |
| 43,800 | |
Capital in excess of par | |
| |
| 84,560 | | |
| 84,560 | |
Accumulated losses | |
| |
| (542,015 | ) | |
| (535,015 | ) |
Accumulated other comprehensive loss | |
| |
| — | | |
| — | |
| |
| |
| | | |
| | |
Total stockholders' deficit | |
| |
| (413,655 | ) | |
| (406,655 | ) |
| |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| |
| — | | |
| — | |
The financial
statements should be read in conjunction with the accompanying notes.
CHINAWE.COM
INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| |
Number
of shares | | |
Amount | | |
Capital
in excess
of par | | |
Accumulated losses | | |
Accumulated other
comprehensive
(loss) income | | |
Total Stockholders’ deficit | |
| |
| | |
U.S.$ | | |
U.S.$ | | |
U.S.$ | | |
U.S.$ | | |
U.S.$ | |
Balance as of December 31,
2013 | |
| 43,800,000 | | |
| 43,800 | | |
| 84,560 | | |
| (516,471 | ) | |
| — | | |
| (388,111 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Comprehensive income/(loss): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period | |
| — | | |
| — | | |
| — | | |
| (8,417 | ) | |
| — | | |
| (8,417 | ) |
Total comprehensive loss | |
| — | | |
| — | | |
| — | | |
| (8,417 | ) | |
| — | | |
| (8,417 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of June 30, 2014 | |
| 43,800,000 | | |
| 43,800 | | |
| 84,560 | | |
| (524,888 | ) | |
| — | | |
| (396,528 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of December 31, 2014 | |
| 43,800,000 | | |
| 43,800 | | |
| 84,560 | | |
| (535,015 | ) | |
| — | | |
| (406,655 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Comprehensive income/(loss): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period | |
| — | | |
| — | | |
| — | | |
| (7,000 | ) | |
| — | | |
| (7,000 | ) |
Total comprehensive loss | |
| — | | |
| — | | |
| — | | |
| (7,000 | ) | |
| — | | |
| (7,000 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of June 30, 2015 | |
| 43,800,000 | | |
| 43,800 | | |
| 84,560 | | |
| (542,015 | ) | |
| — | | |
| (413,655 | ) |
The financial
statements should be read in conjunction with the accompanying notes.
CHINAWE.COM
INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Six months ended June 30, | |
| |
2015 | | |
2014 | |
| |
U.S.$ | | |
U.S.$ | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net loss | |
| (7,000 | ) | |
| (8,417 | ) |
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 | |
| (3,700 | ) | |
| 4,599 | |
Surcharge on taxes | |
| — | | |
| — | |
Income tax payable | |
| — | | |
| — | |
| |
| | | |
| | |
NET CASH USED IN OPERATING ACTIVITIES | |
| (10,700 | ) | |
| (3,818 | ) |
| |
| | | |
| | |
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 | |
| 10,700 | | |
| 3,818 | |
Repayment to related parties | |
| — | | |
| — | |
| |
| | | |
| | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 10,700 | | |
| 3,818 | |
| |
| | | |
| | |
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.
CHINAWE.COM
INC. AND SUBSIDIARIES
NOTES TO
FINANCIAL STATEMENTS
The accompanying
financial statements present the financial position of the Company as of June 30, 2015 and December 31, 2014, and its results
of operations for the six months ended June 30, 2015 and 2014. 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 six months ended June 30, 2015 are not necessarily indicative
of the results that may be expected for the year ending December 31, 2015.
The balance
sheet at December 31, 2014 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, 2014.
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 the services contracts 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 June 30, 2015, the Company had negative working capital
and stockholders’ deficit of U.S.$413,655 and U.S.$413,655, respectively, which raise substantial doubt about its ability
to continue as a going concern.
The Company
has relied on private financing by cash inflows from the principal stockholders of the Company, who have agreed not to demand
repayment of amounts due to them as long as the Company has negative working capital. These stockholders have indicated their
intention to finance the Company for a reasonable period of time to enable the Company to continue as a going concern, assuming
that in such a period of time the Company would not be able to raise additional capital to support its continuation. However,
it is uncertain for how long or to what extent such a period of time would be “reasonable” and there can be no assurance
that the financing from these stockholders will be continued. The accompanying financial statements do not include or reflect
any adjustments that might result from the outcome of these uncertainties.
4. Due to related
parties
The balances with
related parties are as follows:
| |
| | |
As of | | |
As of | |
| |
Note | | |
June 30, 2015 | | |
December 31, 2014 | |
| |
| | |
(Unaudited) | | |
| |
| |
| | |
U.S.$ | | |
U.S.$ | |
Advances from stockholders | |
| (a | ) | |
| 412,020 | | |
| 401,320 | |
(a) |
|
The amounts
due are unsecured, non-interest bearing and repayable on demand. During the six months ended June 30, 2015 and 2014, the Company
received advances from related parties of U.S.$10,700 and U.S.$3,818, respectively. In addition, during the three months ended
June 30, 2015 and 2014, 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.
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.
| |
Six months ended June 30, | |
| |
2015 | | |
2014 | |
| |
U.S.$ | | |
U.S.$ | |
| |
| | |
| |
Loss from operations | |
| (7,000 | ) | |
| (8,417 | ) |
Finance costs | |
| — | | |
| — | |
Other income | |
| — | | |
| — | |
Loss before taxation | |
| (7,000 | ) | |
| (8,417 | ) |
Taxation | |
| — | | |
| — | |
Net loss attributable to discontinued operations | |
| (7,000 | ) | |
| (8,417 | ) |
SIX MONTHS
ENDED JUNE 30, 2015 (UNAUDITED) COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2014 (UNAUDITED)
LOSS FROM OPERATIONS
The Company’s
operating expenses totaled U.S.$7,000 for the six months ended June 30, 2015, compared to U.S.$8,417 for the six months ended
June 30, 2014.
NET NON-OPERATING
EXPENSES
Net non-operating
expenses for the second quarter of 2015 totaled US$0, compared to US$0 for the second quarter of 2014.
PROVISION FOR
INCOME TAXES
No income tax
expense for the three months ended June 30, 2015 and 2014 was incurred because the Company and its subsidiaries incurred losses
for taxation purposes.
LIQUIDITY
AND CAPITAL RESOURCES
The Company
is currently financing its operations through cash generated from financing activities.
Cash and cash
equivalent balances as of June 30, 2015 and June 30, 2014 were U.S.$0 and U.S.$0, respectively.
Net cash used
in operating activities was U.S.$10,700 and U.S.$3,818 for the six months ended June 30, 2015 and 2014, respectively.
Net cash provided
by financing activities was U.S.$10,700 and U.S.$3,818 for the six months ended June 30, 2015 and 2014, respectively. The increase
in net cash provided by financing activities resulted from the increase in net advances from related parties.
During the
three months ended June 30, 2015 and 2014, 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 June 30, 2015 and 2014, 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”)
in which case the Company would not be required to make further periodic filings with the SEC.
As a result of changes to the
OTCQB Marketplace effective May 1, 2014, the Company was 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 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.
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 six months ended
June 30, 2015. 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 Control
There were
no changes in the Company’s internal control over financial reporting for the six months ended June 30, 2015 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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 |
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: August 14, 2015 |
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) |
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 |
EXHIBIT 31.1
CERTIFICATIONS
I, Man Keung Wai, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Chinawe.com Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the small business issuer's internal control over financial reporting. |
Date: August 14, 2015
Man Keung Wai
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATIONS
I, Man Keung Wai, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Chinawe.com Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the small business issuer's internal control over financial reporting. |
Date: August 14, 2015
Man Keung Wai
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with
the Quarterly Report of Chinawe.com Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), I, Man Keung Wai, Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company. |
Chief Executive Officer
August 14, 2015
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement required by Section 906, has been provided to Chinawe.com Inc. and
will be retained by Chinawe.com Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with
the Quarterly Report of Chinawe.com Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Man Keung Wai, Chief Financial Officer
of the Company, certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and |
| (2) | The information contained in the Report fairly represents, in all material respects, the financial
condition and result of operations of the Company. |
/s/ Man Keung Wai |
|
Chief Financial Officer |
|
August 14, 2015
A signed original of this written statement
required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed
form within the electronic version of this written statement required by Section 906, has been provided to Chinawe.com Inc. and
will be retained by Chinawe.com Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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