UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014
OR
| ¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number: 000-29169
Chinawe.com
Inc.
(Exact name of registrant as specified in its charter)
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| California |
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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)
Registrant’s telephone number, including area code: (852) 23810818
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: common stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ¨ No x
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to Form 10-K. 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):
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| Large accelerated filer |
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Accelerated filer |
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| Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes x No ¨
The aggregate market value of common stock held by non-affiliates of the registrant (based upon the closing sale price on June 30, 2014)
was $1,435,673. Shares held by each executive officer, director and by each person who owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.
As of March 27, 2015, there were 43,800,000 shares of common stock,
$0.001 per share par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
Chinawe.com Inc. (the “Company”, “Chinawe” or “we”), formerly
known as Neo Modern Entertainment Corp., was formed pursuant to the corporation laws of the State of California on March 19, 1997.
Chinawe’s
principal business activity was providing professional management services relating to non-performing loans (“NPLs”) in the People’s Republic of China (“PRC”), as well as other consulting services. During the first quarter
of 2009, the Company’s sole customer, Huizhou One Limited (“HOL”), issued a notice of termination to terminate its service contracts with the Company 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 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) Chinawe Asset Management Limited (“CAM (HK)”).
CAM (HK), a company incorporated in Hong Kong in June 1997, which was an investment holding company, ceased to be an indirect subsidiary of Chinawe when
CAM (HK) was sold to an independent third party on July 26, 2010 (the “CAM (HK) Sale”). Chinawe Asset Management (PRC) Limited (“CAM (PRC)”), established in the PRC in April 2005 to service the NPLs under
the service agreements with HOL, accounted for 100% of the revenue from assets management and related services for the nine months ended September 30, 2009 and 2008 and became non-operating since the termination of the aforesaid service
contracts with HOL in March 2009. As a result of the CAM (HK) Sale, CAM (PRC), a subsidiary of CAM (HK), also ceased to be an indirect subsidiary of Chinawe.
Set forth below are certain risks and uncertainties relating to the Company. These are
not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair the Company. If any of the following risks actually occur, our business, operating
results or financial condition could be materially adversely affected.
RISK RELATED TO OUR BUSINESS
THE COMPANY CURRENTLY HAS NO OPERATING BUSINESS
The
Company is currently seeking one or more lines of business that it can enter into. The Company, however, 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 it will be successful in operating any such new business. If we do not successfully address these risks and uncertainties, our financial condition will be materially
adversely affected and the Company may have to dissolve.
WE WILL REQUIRE FUNDS TO FINANCE ENTRY INTO A NEW LINE OF BUSINESS
We will need financing to enter into a new line of business. We may seek to obtain such funds through sales of equity and/or debt, or other external financing
in order to fund any new operations. We cannot assure that any capital resources will be available to us, or, if available, will be on terms that will be acceptable to us. Any equity financing will dilute the equity interests of existing security
holders. If adequate funds are not available or are not available on acceptable terms, our ability to execute any new business plan and our business will be materially and adversely affected. Management has in the past advanced funds to the Company
to continue its operations. Although Management has indicated that it will continue to fund the Company while the Company searches for a new line of business, there can be no assurance that Management will continue to so fund the Company until a new
line of business is located.
RISKS RELATING TO OUR STOCK
BECAUSE OUR COMMON STOCK PRICE IS BELOW $5.00, WE ARE SUBJECT TO ADDITIONAL RULES AND REGULATIONS.
The Securities and Exchange Commission (“SEC”) has adopted regulations which generally define a “penny stock” to be any equity security
that has a market price (as defined) of less than $5.00 per share, subject to certain exceptions. The Company’s common stock’s par value $0.001 per share (“Common Stock”) presently is a “penny stock”. Because our Common
Stock is a “penny stock”, it is subject to rules that impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors. There can be no assurance
that the Common Stock will trade for $5.00 or more per share, or if so, when.
POSSIBLE DELISTING OF OUR STOCK FROM TRADING ON THE OTC MARKETS
Absent NASDAQ Capital Market or other NASDAQ or stock exchange listing, trading, if any, in our Common Stock will, as it presently is, continue on the OTC
Markets. As a result, you may find it difficult to dispose of or to obtain accurate quotations as to the market value of the Common Stock. Once delisted, we cannot predict when, if ever, our class of Common Stock would be re-listed for trading on
the OTC Markets or any other market or exchange as the approval to re-list the Common Stock is subject to review by applicable regulatory authorities.
2
POSSIBLE TERMINATION OF REGISTRATION OF OUR STOCK UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
The Company may elect to terminate the registration of the Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). In the event the Company so terminates the registration of the Common Stock (i.e., “goes Dark”), the Company’s reporting obligations under the Exchange Act will be suspended and stockholders will no longer have access to
current information about the Company.
| Item 1B. |
Unresolved Staff Comments. |
Not applicable.
The Company’s headquarters are located in Kowloon, Hong Kong.
| Item 3. |
Legal Proceedings. |
We are not engaged in any litigation or governmental proceedings.
| Item 4. |
Mine Safety Disclosures |
Not applicable.
PART II
| Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
(a) Our shares of Common Stock presently are traded on the OTCQB Market under the symbol “CHWE”.
The following table sets forth the range of high and low bids for our Common Stock for our two most recent fiscal years:
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High |
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Low |
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| 2014 |
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| January 1, 2014 – March 31, 2014 |
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.02 |
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.02 |
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| April 1, 2014 – June 30, 2014 |
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.44 |
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.02 |
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| July 1, 2014 – September 30, 2014 |
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.10 |
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.05 |
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| October 1, 2014 – December 31, 2014 |
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.03 |
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.04 |
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| 2013 |
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| January 1, 2013 – March 31, 2013 |
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.10 |
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.01 |
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| April 1, 2013 – June 30, 2013 |
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.04 |
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.03 |
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| July 1, 2013 – September 30, 2013 |
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.07 |
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.03 |
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| October 1, 2013 – December 31, 2013 |
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.03 |
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.02 |
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3
The foregoing quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.
On March 4, 2015, the last day the Common Stock traded, the Common Stock was quoted at $0.04 per share.
(b) As of March 23, 2015, the Company had 43,800,000 shares of Common Stock outstanding and 22 stockholders computed by the number of record
holders, not including holders for whom shares are being held in the name of brokerage houses and clearing agencies.
(c) We have not paid any cash
dividends with respect to our Common Stock, nor does our Board of Directors intend to declare cash dividends on our Common Stock in the foreseeable future, in order to conserve cash for working capital purposes.
| Item 6. |
Selected Financial Data. |
Not applicable.
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The
following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. 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 in “Risk
Factors” and elsewhere in this Report.
Overview — Results of Operations
The Company’s financial statements for the year ended December 31, 2014 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. For the year ended December 31, 2014, the Company reported a net loss of US$18,544, and as of December 31, 2014 had a negative
working capital and stockholders’ deficit of US$406,655 and US$406,655, respectively. Effective March 27, 2009, the Company ceased providing professional management services relating to NPLs in the PRC. The Company has terminated its
employees and closed down its offices. The Company has not identified a specific line of business or territory for any new business. There can be no assurance that the Company will be successful in identifying a new line of business that it can
enter into or that if such new line of business is identified, the Company will have adequate funding to commence operations of a new line of business. The principal stockholders of the Company have indicated their intention to finance the Company
for a reasonable period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long
or to what extent such a period of time would be “reasonable” and there can be no assurance that the financing from these stockholders will be continued. The Company is also considering de-registering its Common Stock with the SEC with the
result that its shares would be traded on the OTC Pink market of the OTC Markets. See “Item1A. RISK FACTORS-RISKS RELATING TO OUR STOCK-POSSIBLE TERMINATION OF REGISTRATION OF OUR STOCK UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.”
4
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Year ended December 31, |
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2014 |
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2013 |
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US$ |
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US$ |
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| Revenue |
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— |
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— |
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| Operating costs |
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(18,544 |
) |
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(15,669 |
) |
| Non-operating expenses |
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— |
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— |
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| Gain (loss) before taxation |
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(18,544 |
) |
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(15,669 |
) |
| Taxation |
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— |
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— |
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| Net gain (loss) |
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(18,544 |
) |
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(15,669 |
) |
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| Net gain (loss) attributable to discontinued operations |
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(18,544 |
) |
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(15,669 |
) |
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|
Year ended December 31, 2014 compared to the year ended December 31, 2013
Revenues. Revenues for the year ended December 31, 2014 were US$0 as compared to US$0 for the year ended December 31, 2013. The Company
discontinued its sole business with HOL in March 2009 and has not generated new business in this or any other field.
Expenses. Administrative
and general expenses for the year ended December 31, 2014 were US$18,544, an increase of 18.35% as compared to US$15,669 for the year ended December 31, 2013. The increase was due to higher professional fees.
Taxation. No income tax expense for the years ended December 31, 2014 and 2013 was incurred because the Company reported a net loss.
Liquidity and Capital Resources
The Company’s
financial statements for the year ended December 31, 2014 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. For the year
ended December 31, 2014, the Company reported a net loss of US$18,544 and had a negative working capital and stockholders’ deficit of US$406,655 and US$406,655, respectively. The Company has relied on private financing by advances 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.
5
Critical Accounting Policies and Estimates
A company’s financial statements reflect the selection and application of accounting policies which require management to make significant estimates and
assumptions. Since the Company has no business, we believe there is no critical judgment area in the application of our accounting policies that currently affects our financial condition and results of operations.
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. See “Item 1A. RISK FACTORS-RISKS RELATING TO OUR STOCK-POSSIBLE DELISTING OF OUR STOCK FROM TRADING ON THE OTC MARKETS.”
Future Operations
The Company is seeking investment
opportunities that may provide revenue 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 revenue is probable. The Company is also considering de-registering its Common Stock with the SEC with the result that its shares would
be traded on the OTC Pink market of the OTC Markets. See “Item 1A. RISK FACTORS–RISKS RELATING TO OUR STOCK–POSSIBLE DELISTING OF OUR STOCK FROM TRADING ON THE OTC MARKETS.”
| Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
| Item 8. |
Financial Statements and Supplementary Data. |
The financial statements required by this Item are set
forth at the pages indicated in Item 15 in this Report.
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Not applicable.
6
| Item 9A. |
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 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 rules and forms of the SEC 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.
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations,
(ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. The
Company’s internal controls framework is based on the criteria set forth in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s assessment of the effectiveness of the Company’s internal control over financial reporting is as of the fiscal year ended
December 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.
This Report does not include an attestation report of the Company’s registered public accounting firm
regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only
management’s report in this Report.
7
(b) Changes in Internal Controls.
There were no changes in the Company’s internal control over financial reporting for the year ended December 31, 2014 that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| Item 9B. |
Other Information. |
Not applicable.
PART III
| Item 10. |
Directors, Executive Officers and Corporate Governance. |
Management
The following sets forth information regarding our executive officers, directors and other key employees:
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| Name |
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Age |
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Title |
| Man Keung Alan Wai |
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55 |
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Chairman of the Board, Chief Executive Officer, Chief Financial Officer and President |
| Man Ying Ken Wai |
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49 |
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Vice President and Secretary, Director |
| Barry Yiu |
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55 |
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Vice President, Director |
The following is a brief account of the business experience of the above mentioned individuals. References to “our
Company” and “since its incorporation” in the following description refer to Gonet Associates Limited and affiliates and not Neo Modern as it existed prior to the merger of Chinawe.com Inc., a Delaware corporation, with and into Neo
Modern on March 15, 2001.
Mr. Wai, Man Keung Alan — Chairman of the Board, Chief Executive Officer, Chief Financial Officer and
President
Mr. Wai, Man Keung Alan is the founder of the Company and the Chairman and Chief Executive Officer since its incorporation. He became Chief
Financial Officer on August 26, 2010. He is responsible for identifying business opportunities, overall strategic planning and development of the Company. Mr. Wai has over 15 years of entrepreneurial experience in business development
and administration prior to founding Welcon Info-Tech in Hong Kong in 1997.
Mr. Wai, Man Ying Ken — Director, Vice President and
Secretary
Mr. Wai, Man Ying Ken is the co-founder, Director, Vice President and Secretary of our Company since its incorporation. He became Secretary
on August 26, 2010. He has responsibility for determining and developing the Company’s direction, establishing operation strategies, considering economic benefits, assets valuation and financial decision making. Prior to his current
position, Mr. Wai was a
8
director in a Hong Kong-based company specializing in property development and construction. Having co-founded Chinawe with his elder brother Mr. Wai Man Keung Alan, he has dedicated himself
to the development and management of our Company ever since. He studied General Science at the University of Waterloo, Canada.
Mr. Barry Yiu
— Director
Mr. Barry Yiu is responsible for fund raising. He has over 15 years of experience in business development, strategy planning and
financing management. Prior to his current position, Mr. Yiu has been engaged in several companies in Hong Kong and China involving sizable developments and investments. Mr. Yiu obtained his Bachelor degree from the University of Toronto,
Canada in 1983 and his MBA in Finance from McMaster University in Hamilton, Canada in 1985.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Federal securities laws, the Company’s directors, its executive officers and any person holding more than 10% of the Company’s Common
Stock are required to report their ownership of the Company’s Common Stock and any changes in that ownership to the SEC on the SEC’s Forms 3, 4 and 5. Based on the Company not having received copies of any such forms, the Company believes
that no officers, directors or owners of greater than 10% of the Company’s Common Stock engaged in any transactions in the Company’s Common Stock during the fiscal year ended December 31, 2014.
Code of Ethics
The Company has adopted a Code of Ethics that
applies to all of its directors, officers (including its Chief Executive Officer, Chief Financial Officer, Controller and any person performing similar functions) and employees. The Company has filed a copy of this Code of Ethics as Exhibit 14
to its Annual Report on Form 10-KSB for the year ended December 31, 2003.
Audit Committee Financial Expert
The Company does not have a standing Audit Committee and, accordingly, does not have an “Audit Committee Financial Expert” within the meaning of the
rules and regulations of the SEC.
| Item 11. |
Executive Compensation. |
No compensation was paid to the Chief Executive Officer during the years ended
December 31, 2014 and December 31, 2013. No other executive officer received a total annual salary and bonus exceeding $100,000 during either of such years.
9
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
The
following table sets forth information as of March 27, 2015, regarding the beneficial ownership of Common Stock of (1) each person or group known by us to beneficially own 5% or more of the outstanding shares of Common Stock, (2) each
director and named executive officer and (3) all directors and executive officers as a group. Unless otherwise noted, the persons named below have sole voting and investment power with respect to the shares shown as beneficially owned by them.
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| Name of Beneficial Owner(1) |
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Amount of Beneficial Ownership |
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Percent of Outstanding
Shares of Class Owned |
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| Gonet Associates Ltd(2) |
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22,054,090 |
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50.4 |
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| Man Keung Alan Wai(2) |
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22,054,090 |
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50.4 |
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| Man Ying Ken Wai |
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0 |
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0 |
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| Barry Yiu |
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3,800,000 |
(3) |
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8.7 |
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| Charter One Investments Limited(4) |
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3,800,000 |
(3 |
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8.7 |
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| All officers and directors as a group (3 persons) |
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25,854,090 |
(2)(3) |
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59.1 |
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| (1) |
The address for each of the officers and directors of the Company is c/o our corporate headquarters in Kowloon, Hong Kong. |
| (2) |
Man Keung Wai, through his control of Gonet Associates Ltd., beneficially owns the shares of Common Stock held by Gonet. |
| (3) |
By virtue of his ownership interest in Charter One Investments Limited, Mr. Yiu may be deemed to beneficially own the shares of Common Stock owned by Charter One Investments Limited. |
| (4) |
The address for Charter One Investments Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Barry Yiu is a director of Charter One Investments Limited. |
* * *
The following table sets forth
information as of December 31, 2014 with respect to compensation plans (including individual compensation arrangements) under which shares of the Company’s Common Stock are authorized for issuance Equity Compensation Plan Information
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Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights |
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Weighted-average
exercise price of
outstanding options,
warrants and rights |
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Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) |
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| Plan category |
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(a) |
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(b) |
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(c) |
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| Equity compensation plans approved by security holders |
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0 |
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N/A |
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0 |
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| Equity compensation plans not approved by security holders |
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0 |
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N/A |
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0 |
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| Total |
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0 |
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N/A |
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0 |
|
10
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
The following chart shows
advances and repayments made in the year ended December 31, 2014:
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| Name |
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Advances made |
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Repayment made |
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Disposal of CAM(HK) |
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Balance |
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US$ |
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US$ |
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US$ |
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US$ |
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| Gonet Associates Ltd. (1) |
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— |
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— |
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— |
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— |
|
| Man Keung Alan Wai |
|
|
13,945 |
|
|
|
— |
|
|
|
— |
|
|
|
401,320 |
|
| Man Ying Ken Wai |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
| (1) |
Gonet Associates Ltd. is controlled by Man Keung Alan Wai. |
The Company’s Board of Directors consists of Man Keung Alan Wei, Man Ying Ken Wai and Barry Yiu. None of such directors are “independent” as
such term is defined in the Corporate Governance Rules of the Nasdaq Stock Market.
| Item 14. |
Principal Accountant Fees and Services. |
Audit Fees.
The aggregate fees billed for the fiscal years ended December 31, 2014 and 2013 for professional services rendered by Parker Randall CF (H.K.) CPA Limited
(“Parker Randall”) for the audit of the Company’s annual financial statements and the review of the financial statements included in our quarterly reports on Form 10-Q were $5,700 and $5,700, respectively.
Audit-Related Fees.
The Company did not pay any audit-related
fees to Parker Randall for the fiscal years ended December 31, 2014 and December 31, 2013
Tax Fees.
Parker Randall did not provide any tax services to the Company in either of the fiscal years ended December 31, 2014 and December 31, 2013.
All Other Fees.
Parker Randall did not provide any other
services to the Company in either of the fiscal years ended December 31, 2014 and December 31, 2013.
11
PART IV
Item 15. Exhibits and Financial Statement Schedules
|
|
|
Exhibit
No. |
|
Description |
|
|
| 3.(i) |
|
Articles of Incorporation (1) |
|
|
| 3.(ii) |
|
By-Laws (1) |
|
|
| 14 |
|
Code of Ethics (2) |
|
|
| 21 |
|
Subsidiaries |
|
|
| 31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification |
|
|
| 31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification |
|
|
| 32.1 |
|
Section 1350 Certification of Chief Executive Officer |
|
|
| 32.2 |
|
Section 1350 Certification of Chief Financial Officer |
| 1 |
Filed as an exhibit to our Company’s Form 10-SB, as filed with the SEC on May 19, 2000, and hereby incorporated by reference herein. |
| 2 |
Filed as an exhibit to our Company’s Annual Report on Form 10-KSB, as filed with the SEC on April 14, 2004, and hereby incorporated by reference herein. |
12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
CHINAWE.COM
INC.
We have audited the accompanying consolidated balance sheets of Chinawe.com Inc. (the “Company”) as of December 31, 2014 and the
related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2014. 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 audits.
We conducted our audits 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. Our audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. Our 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 audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As of December 31, 2014, the Company had negative working capital and stockholders’ deficit of US$406,655 and US$406,655, respectively, which raise substantial doubt about its ability to
continue as a going concern. Management’s plans in regard to these matters are described in Note 2(b). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In our opinion, except for the going concern issue discussed in the preceding paragraph, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2014 and the results of its operations and its cash flows for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the
United States of America.
/s/ PARKER RANDALL CF (H.K.) CPA LIMITED
Certified Public Accountants
Hong Kong
March 30, 2015
F-1
CHINAWE.COM INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Year ended December 31, |
|
| |
|
NOTE |
|
2014 |
|
|
2013 |
|
| |
|
|
|
US$ |
|
|
US$ |
|
| OPERATING REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Administrative and general expenses |
|
|
|
|
(18,544 |
) |
|
|
(15,669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LOSS FROM OPERATIONS AND BEFORE INCOME TAXES |
|
|
|
|
(18,544 |
) |
|
|
(15,669 |
) |
|
|
|
|
| Income tax expense |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET LOSS |
|
|
|
|
(18,544 |
) |
|
|
(15,669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER COMPREHENSIVE INCOME |
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPREHENSIVE INCOME/(LOSS) |
|
|
|
|
(18,544 |
) |
|
|
(15,669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted net income/(loss) per share of common stock |
|
|
|
|
0.000 |
|
|
|
0.000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of shares of common stock outstanding |
|
|
|
|
43,800,000 |
|
|
|
43,800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the financial statements.
F-2
CHINAWE.COM INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Note |
|
|
As of
December 31,
2014 |
|
|
As of
December 31,
2013 |
|
| |
|
|
|
|
US$ |
|
|
US$ |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
|
|
|
|
— |
|
|
|
— |
|
| Prepayments, deposits and other debtors |
|
|
|
|
|
|
— |
|
|
|
— |
|
| Amount due from a director — Wai Man Keung |
|
|
|
|
|
|
— |
|
|
|
— |
|
| Amount due from related parties |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Property, plant and equipment, net |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accrued expenses and other current liabilities |
|
|
|
|
|
|
5,335 |
|
|
|
736 |
|
| Current portion of long-term debt |
|
|
|
|
|
|
— |
|
|
|
— |
|
| Due to related parties |
|
|
3 |
|
|
|
401,320 |
|
|
|
387,375 |
|
| Income tax payables |
|
|
|
|
|
|
— |
|
|
|
— |
|
| Surcharge on taxes |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
|
|
|
|
406,655 |
|
|
|
388,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stockholders’ deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock, par value US$0.001 per share, authorized 20,000,000 shares; none issued |
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock, par value US$0.001 per share, authorized 100,000,000 shares; issued and outstanding 43,800,000 shares |
|
|
|
|
|
|
43,800 |
|
|
|
43,800 |
|
| Capital in excess of par |
|
|
|
|
|
|
84,560 |
|
|
|
84,560 |
|
| Accumulated losses |
|
|
|
|
|
|
(535,015 |
) |
|
|
(516,471 |
) |
| Accumulated other comprehensive loss |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total stockholders’ deficit |
|
|
|
|
|
|
(406,655 |
) |
|
|
(388,111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the financial statements.
F-3
CHINAWE.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Number
of shares |
|
|
Amount |
|
|
Capital
in excess
of par |
|
|
Accumulated
losses |
|
|
Accumulated
other comprehensive
(loss) income |
|
|
Total
Stockholders’
Deficit |
|
| |
|
|
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
| Balance as of January 1, 2013 |
|
|
43,800,000 |
|
|
|
43,800 |
|
|
|
84,560 |
|
|
|
(500,802 |
) |
|
|
— |
|
|
|
(372,442 |
) |
|
|
|
|
|
|
|
| Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,669 |
) |
|
|
— |
|
|
|
(15,669 |
) |
| Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,669 |
) |
|
|
— |
|
|
|
(15,669 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of December 31, 2013 |
|
|
43,800,000 |
|
|
|
43,800 |
|
|
|
84,560 |
|
|
|
(516,471 |
) |
|
|
— |
|
|
|
(388,111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the year |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,544 |
) |
|
|
— |
|
|
|
(18,544 |
) |
| Currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,544 |
) |
|
|
— |
|
|
|
(18,544 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as of December 31, 2014 |
|
|
43,800,000 |
|
|
|
43,800 |
|
|
|
84,560 |
|
|
|
(535,015 |
) |
|
|
— |
|
|
|
(406,655 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the financial statements.
F-4
CHINAWE.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
| |
|
Year ended December 31, |
|
| |
|
2014 |
|
|
2013 |
|
| |
|
US$ |
|
|
US$ |
|
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
| Net income/(loss) |
|
|
(18,544 |
) |
|
|
(15,669 |
) |
| Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation |
|
|
— |
|
|
|
— |
|
| Gain on disposal |
|
|
— |
|
|
|
— |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| Prepayments, deposits and other receivables |
|
|
— |
|
|
|
— |
|
| Customer deposits received |
|
|
— |
|
|
|
— |
|
| Accrued expenses and other current liabilities |
|
|
4,599 |
|
|
|
(7,729 |
) |
| Surcharge on taxes |
|
|
— |
|
|
|
— |
|
| Income tax payable |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| NET CASH USED IN OPERATING ACTIVITIES |
|
|
(13,945 |
) |
|
|
(23,398 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
| Net cash outflow from disposal of subsidiary |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| NET CASH USED IN INVESTING ACTIVITIES |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| New loan raised |
|
|
— |
|
|
|
— |
|
| Repayment of long-term debt |
|
|
— |
|
|
|
— |
|
| Advance from related parties |
|
|
13,945 |
|
|
|
23,398 |
|
| Repayment to related parties |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| NET CASH USED IN FINANCING ACTIVITIES |
|
|
13,945 |
|
|
|
23,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET DECREASE IN CASH AND CASH EQUIVALENTS |
|
|
— |
|
|
|
— |
|
| Cash and cash equivalents, beginning of period |
|
|
— |
|
|
|
— |
|
| Effect of exchange rate changes |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
| CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
| Cash paid for interest |
|
|
— |
|
|
|
— |
|
See accompanying notes to the financial statements.
F-5
CHINAWE.COM INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
| 1. |
DESCRIPTION OF BUSINESS AND ORGANIZATION STRUCTURE |
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 (“NPLs”) in the People’s Republic of China
(“PRC”), 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 Officeway Technology Limited, a company incorporated in the British Virgin Islands in December 1999 (hereinafter collectively referred to as the “Company”).
Chinawe Asset Management Limited, a company incorporated in Hong Kong (“CAM (HK)”), ceased to be an indirect subsidiary of Chinawe when CAM
(HK) was sold on July 26, 2010 (the “CAM (HK) Sale”). As a result of the CAM (HK) Sale, Chinawe Asset Management (PRC) Limited, a subsidiary of CAM (HK), also ceased to be an indirect subsidiary of Chinawe.
| 2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(a) Basis of accounting
The financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America
(“U.S.”). The functional currency of its major subsidiary is Renminbi (“RMB”). The financial statements are presented in U.S. dollars (“U.S. $”).
(b) 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 December 31, 2014, the Company had negative
working capital and stockholders’ deficit of US$406,655 and US$406,655, 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.
F-6
CHINAWE.COM INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(c) Principles of consolidation
The financial statements include the accounts of Chinawe and its subsidiary. All material inter-company balances and transactions have been eliminated in
consolidation.
(d) Cash and cash equivalents
The
Company considers all highly liquid investments purchased with an original maturity of three months or less that are readily convertible into a known amount of cash to be cash equivalents.
(e) Property, plant and equipment
Property, plant and
equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is calculated on a straight-line basis to
write off the cost of each asset using annual percentage rates as follows:
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|
|
|
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| Office equipment |
|
|
30 |
% |
| Computer equipment |
|
|
30 |
% |
| Leasehold improvements |
|
|
20 |
% |
| Motor vehicles |
|
|
30 |
% |
(f) Accounting for the impairment of long-lived assets
The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Recoverability of assets to be held and used is determined by comparing the carrying amount of an
asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverable
amount of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
(g) Revenue
recognition
The Company has no business currently.
(h) Income taxes
Provision for income and other taxes has
been made in accordance with the tax rates and laws of the countries in which the Company operates.
F-7
CHINAWE.COM INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(h) Income taxes (Continued)
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statements 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.
(i) Earnings (loss) per common share
Basic earnings (loss) per share amounts are based on the weighted average shares of common stock outstanding. Diluted earnings (loss) per share
assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. The Company had no potential common
stock instruments which would result in diluted earnings (loss) per share in 2014 or 2013.
(j) Foreign currency translation
The Company’s functional currency is RMB, which is the currency of the primary economic environment in which the Company operates. For group reporting
purposes, the amounts shown in the financial statements are presented in US$.
For translation of financial statements into the reporting currency, assets
and liabilities for each balance sheet presented are translated at the rates of exchange existing at the year end. Income and expenses for each income statement presented are translated at the average rates during the year. Resulting exchange
differences are recognized in accumulated other comprehensive income within stockholders’ equity.
(k) Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management 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 the reported amounts of revenues and expenses during the reporting period. Such estimates includes provisions for doubtful
accounts, sales returns and allowances, impairment of long-lived assets and incomes taxes. Actual results could differ from those estimates.
(l) Fair value of financial instruments
The estimated fair
values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair values of the Company’s financial
instruments, which include cash, accounts receivable, accounts payable, long-term debt and related party balances, approximate their carrying value in the financial statements.
F-8
CHINAWE.COM INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(m) Comprehensive income
Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”, establishes requirements for disclosure of comprehensive
income which includes certain items previously not included in the statements of operations, including minimum pension liability adjustments and foreign currency translation adjustments, among others. The Company’s components of comprehensive
income include net loss for the year and a foreign currency translation adjustment.
(n) Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over
the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.
3. RELATED PARTY BALANCES AND TRANSACTIONS
The balances
with related parties are as follows:
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|
|
|
|
|
| |
|
As of
December 31, 2014
U.S. $ |
|
|
As of
December 31, 2013
U.S. $ |
|
| Advances from stockholders |
|
|
401,320 |
|
|
|
387,375 |
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|
|
|
|
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|
|
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|
The amounts due are unsecured, interest free and repayable on demand.
4. 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.
5. SUBSEQUENT EVENT
The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such
events that warrant disclosure or recognition in the consolidated financial statements.
F-9
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, thereunto duly authorized.
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|
|
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|
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|
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CHINAWE.COM INC. |
| Date: March 31, 2015 |
|
|
|
(Registrant) |
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|
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|
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By: |
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/s/ Man Keung Wai |
|
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|
|
|
|
Man Keung Wai |
|
|
|
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|
|
Chief Executive Officer |
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.
|
|
|
|
|
| SIGNATURES |
|
TITLE |
|
DATE |
|
|
|
| /s/ Man Keung Wai
Man Keung Wai |
|
Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal
Financial Officer) |
|
March 31, 2015 |
|
|
|
| /s/ Man Ying Ken Wai
Man Ying Ken Wai |
|
Vice President of Marketing, Secretary and Director |
|
March 31, 2015 |
|
|
|
| /s/ Barry Yiu
Barry Yiu |
|
Vice President and Director |
|
March 31, 2015 |
EXHIBIT INDEX
|
|
|
| Exhibit
No. |
|
Description |
|
|
| 21 |
|
Subsidiaries |
|
|
| 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 21
SUBSIDIARIES
|
|
|
| Name of Company |
|
Place of Incorporation/Operation |
|
|
| Officeway Technology Limited |
|
British Virgin Islands |
EXHIBIT 31.1
CERTIFICATIONS
I, Man Keung Wai, certify that:
1. I have reviewed this annual report on Form 10-K 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 are 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 registrant’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: March 31, 2015
|
| /s/ Man Keung Wai |
| Man Keung Wai |
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, Man Keung Wai, certify that:
1. I have reviewed this annual report on Form 10-K 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 are 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 registrant’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: March 31, 2015
|
| /s/ Man Keung Wai |
| 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 Annual Report of Chinawe.com Inc. (the “Company”) on Form 10-K for the period ended December 31, 2014 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.
|
| /s/ Man Keung Wai |
| Chief Executive Officer |
| March 31, 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 Annual Report of Chinawe.com Inc. (the “Company”) on Form 10-K for the period ended December 31, 2014,
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 |
| March 31, 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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