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 September 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 November 13, 2015 |
|
|
|
|
Common Stock, $.001 par value |
43,800,000 |
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
| |
| |
For the Nine months ended
September 30, | |
| |
Note | |
2015 | | |
2014 | |
| |
| |
U.S.$ | | |
U.S.$ | |
| |
| |
| | |
| |
| |
| |
| | |
| |
Depreciation | |
| |
| — | | |
| — | |
Administrative and general expenses | |
| |
| (8,000 | ) | |
| (15,844 | ) |
| |
| |
| | | |
| | |
LOSS FROM OPERATIONS | |
| |
| (8,000 | ) | |
| (15,844 | ) |
| |
| |
| | | |
| | |
NON-OPERATING INCOME (EXPENSE) | |
| |
| | | |
| | |
Interest | |
| |
| — | | |
| — | |
Other income | |
| |
| — | | |
| — | |
| |
| |
| | | |
| | |
LOSS BEFORE INCOME TAXES | |
| |
| (8,000 | ) | |
| (15,844 | ) |
| |
| |
| | | |
| | |
Income tax expense | |
5 | |
| — | | |
| — | |
| |
| |
| | | |
| | |
NET LOSS | |
| |
| (8,000 | ) | |
| (15,844 | ) |
OTHER COMPREHENSIVE INCOME | |
| |
| | | |
| | |
Foreign currency translation | |
| |
| — | | |
| — | |
COMPREHENSIVE LOSS | |
| |
| (8,000 | ) | |
| (15,844 | ) |
Basic and diluted net income per share of common stock | |
| |
| | | |
| | |
| |
| |
| (0.0002 | ) | |
| (0.0004 | ) |
| |
| |
| | | |
| | |
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
| |
Note | |
As of September 30, 2015 (unaudited) | | |
As of December 31, 2014 (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 | |
| 413,020 | | |
| 401,320 | |
| |
| |
| | | |
| | |
Total current liabilities | |
| |
| 414,655 | | |
| 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.$0.001 per share; authorized 100,000,000 shares; | |
| |
| | | |
| | |
issued and outstanding 43,800,000 shares | |
| |
| 43,800 | | |
| 43,800 | |
Capital in excess of par | |
| |
| 84,560 | | |
| 84,560 | |
Accumulated losses | |
| |
| (543,015 | ) | |
| (535,015 | ) |
Accumulated other comprehensive loss | |
| |
| — | | |
| — | |
Total stockholders' deficit | |
| |
| (414,655 | ) | |
| (406,655 | ) |
| |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| |
| — | | |
| — | |
The financial statements should be read
in conjunction with the accompanying notes.
CHINAWE.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY
(Unaudited)
| |
Number of shares | | |
Amount | | |
Capital in excess of par | | |
Accumulated losses | | |
Accumulated other comprehensive (loss) income | | |
Total Stockholders’ deficit | |
| |
| | |
U.S.$ | | |
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 | |
| — | | |
| — | | |
| — | | |
| (15,844 | ) | |
| — | | |
| (15,844 | ) |
Total comprehensive loss | |
| — | | |
| — | | |
| — | | |
| (15,844 | ) | |
| — | | |
| (15,844 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of September 30, 2014 | |
| 43,800,000 | | |
| 43,800 | | |
| 84,560 | | |
| (532,315 | ) | |
| — | | |
| (403,955 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
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 | |
| — | | |
| — | | |
| — | | |
| (8,000 | ) | |
| — | | |
| (8,000 | ) |
Total comprehensive loss | |
| — | | |
| — | | |
| — | | |
| (8,000 | ) | |
| — | | |
| (8,000 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of September 30, 2015 | |
| 43,800,000 | | |
| 43,800 | | |
| 84,560 | | |
| (543,015 | ) | |
| — | | |
| (414,655 | ) |
The financial statements should be read
in conjunction with the accompanying notes.
CHINAWE.COM INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Nine months ended September 30, | |
| |
2015 | | |
2014 | |
| |
U.S.$ | | |
U.S.$ | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net loss | |
| (8,000 | ) | |
| (15,844 | ) |
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 | ) | |
| — | |
Surcharge on taxes | |
| — | | |
| — | |
Income tax payable | |
| — | | |
| — | |
| |
| | | |
| | |
NET CASH USED IN OPERATING ACTIVITIES | |
| (11,700 | ) | |
| (15,844 | ) |
| |
| | | |
| | |
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 | |
| 11,700 | | |
| 15,844 | |
Repayment to related parties | |
| — | | |
| — | |
| |
| | | |
| | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 11,700 | | |
| 15,844 | |
| |
| | | |
| | |
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
1. Basis of Presentation
The accompanying financial statements present
the financial position of the Company as of September 30, 2015 and December 31, 2014, and its results of operations for the
nine months ended September 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 nine months ended September 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 September 30, 2015, the Company had negative working capital and stockholders’
deficit of U.S.$414,655 and U.S.$414,655, respectively, which raise substantial doubt about its ability to continue as a going
concern.
The Company has relied on private financing
by cash inflows from the principal stockholders of the Company, who have agreed not to demand repayment of amounts due to them
as long as the Company has negative working capital. These stockholders have indicated their intention to finance the Company for
a reasonable period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company
would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent
such a period of time would be “reasonable” and there can be no assurance that the financing from these stockholders
will be continued. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome
of these uncertainties.
4. Due to related parties
The balances with related parties are as follows:
| |
| |
As of | | |
As of | |
| |
Note | |
September 30, 2015 | | |
December 31, 2014 | |
| |
| |
(Unaudited) | | |
| |
| |
| |
U.S.$ | | |
U.S.$ | |
Advances from stockholders | |
(a) | |
| 413,020 | | |
| 401,320 | |
(a) |
|
The amounts due are unsecured, non-interest bearing and repayable on demand. During the nine months ended September 30, 2015 and 2014, the Company received advances from related parties of U.S.$11,700 and U.S.$15,844, respectively. In addition, during the three months ended September 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.
| |
Nine months ended September 30, | |
| |
2015 | | |
2014 | |
| |
U.S.$ | | |
U.S.$ | |
| |
| | |
| |
Loss from operations | |
| (8,000 | ) | |
| (15,844 | ) |
Finance costs | |
| — | | |
| — | |
Other income | |
| — | | |
| — | |
Loss before taxation | |
| (8,000 | ) | |
| (15,844 | ) |
Taxation | |
| — | | |
| — | |
Net loss attributable to discontinued operations | |
| (8,000 | ) | |
| (15,844 | ) |
NINE MONTHS ENDED SEPTEMBER 30, 2015 (UNAUDITED)
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (UNAUDITED)
LOSS FROM OPERATIONS
The Company’s operating
expenses totaled U.S.$8,000 for the nine months ended September 30, 2015, compared to U.S. $15,844 for the nine months ended
September 30, 2014. The decrease in operating expenses is attributable to the Company delaying payment of certain outstanding
invoices for the nine months ended September 30, 2015.
NET NON-OPERATING EXPENSES
Net non-operating expenses for the third quarter
of 2015 totaled US$0, compared to US$0 for the third quarter of 2014.
PROVISION FOR INCOME TAXES
No income tax expense for the nine months
ended September 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
September 30, 2015 and September 30, 2014 were U.S.$0 and U.S.$0, respectively.
Net cash used in operating activities was
U.S.$11,700 and U.S.$15,844 for the nine months ended September 30, 2015 and 2014, respectively.
Net cash provided by financing activities
was U.S.$11,700 and U.S.$15,844 for the nine months ended September 30, 2015 and 2014, respectively. The decrease in net cash provided
by financing activities mainly resulted from the decrease in net advances from related parties.
During the nine months ended September
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 nine months ended September
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.
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 Securities and Exchange Commission’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 nine months ended September 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 Controls
There were no changes in the Company’s
internal control over financial reporting for the nine months ended September 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: November 13, 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: November 13, 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 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: November 13, 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 Quarterly Report of Chinawe.com Inc. (the “Company”) on Form 10-Q for the period ended September 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. |
/s/ Man Keung Wai
Chief Executive Officer
November 13, 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 September 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
November 13, 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.
Chinawe Com (CE) (USOTC:CHWE)
Historical Stock Chart
From Nov 2024 to Dec 2024
Chinawe Com (CE) (USOTC:CHWE)
Historical Stock Chart
From Dec 2023 to Dec 2024