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EX-31.2 - EXHIBIT 31.2 - CHINAWE COM INC | c20365exv31w2.htm |
EX-32.1 - EXHIBIT 32.1 - CHINAWE COM INC | c20365exv32w1.htm |
EX-32.2 - EXHIBIT 32.2 - CHINAWE COM INC | c20365exv32w2.htm |
EX-31.1 - EXHIBIT 31.1 - CHINAWE COM INC | c20365exv31w1.htm |
Table of Contents
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2011
OR
o | 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 (State or other jurisdiction of incorporation or organization) |
95-462728 (I.R.S. Employer Identification No.) |
Room 1307, Block A
Fuk Keung Industrial Building
66-68 Tong Mei Road
Kowloon, Hong Kong
(Address of principal executive offices) (Zip Code)
Fuk Keung Industrial Building
66-68 Tong Mei Road
Kowloon, Hong Kong
(Address of principal executive offices) (Zip Code)
(852) 23810818
(Registrants telephone number, including area code)
(Registrants 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 þ No o
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 o No o
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 o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes þ No o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practical date:
Class of Common Stock | Outstanding at July 27, 2011 | |
Common Stock, $.001 par value | 43,800,000 |
Table of Contents
PART I FINANCIAL INFORMATION
Item 1. | Financial Statements. |
CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||
NOTE | 2011(unaudited) | 2010(unaudited) | 2011(unaudited) | 2010(unaudited) | ||||||||||||||
U.S.$ | U.S.$ | U.S.$ | U.S.$ | |||||||||||||||
Depreciation |
| (790 | ) | | (3,139 | ) | ||||||||||||
Administrative and general expenses |
(9,045 | ) | (22,485 | ) | (10,045 | ) | (120,172 | ) | ||||||||||
LOSS FROM OPERATIONS |
(9,045 | ) | (23,275 | ) | (10,045 | ) | (123,311 | ) | ||||||||||
NON-OPERATING INCOME (EXPENSE) |
||||||||||||||||||
Interest expenses |
| (363 | ) | | (1,139 | ) | ||||||||||||
Other income |
| 1,387 | | 1,391 | ||||||||||||||
LOSS BEFORE INCOME TAXES |
(9,045 | ) | (22,251 | ) | (10,045 | ) | (123,059 | ) | ||||||||||
Income tax expense |
5 | | | | | |||||||||||||
NET LOSS |
(9,045 | ) | (22,251 | ) | (10,045 | ) | (123,059 | ) | ||||||||||
OTHER COMPREHENSIVE INCOME |
||||||||||||||||||
-Foreign currency translation |
| 6,543 | | 35,971 | ||||||||||||||
COMPREHENSIVE LOSS |
(9,045 | ) | (15,708 | ) | (10,045 | ) | (87,088 | ) | ||||||||||
Basic and diluted net income per
share of common stock |
(0.0002 | ) | (0.0004 | ) | (0.0002 | ) | (0.0020 | ) | ||||||||||
Weighted average number of shares
of common stock outstanding |
43,800,000 | 43,800,000 | 43,800,000 | 43,800,000 | ||||||||||||||
The financial statements should be read in conjunction with the accompanying notes.
3
Table of Contents
CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of | ||||||||||
June 30, 2011 | As of | |||||||||
Note | (unaudited) | December 31, 2010 | ||||||||
U.S.$ | U.S.$ | |||||||||
ASSETS |
||||||||||
TOTAL ASSETS |
| | ||||||||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||||||||
Current liabilities: |
||||||||||
Accrued expenses and other current liabilities |
2,635 | 5,135 | ||||||||
Due to related parties |
4 | 341,867 | 329,322 | |||||||
TOTAL LIABILITIES |
344,502 | 334,457 | ||||||||
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.$0.001 per share;
authorized 100,000,000 shares; issued and
outstanding 43,800,000 shares |
43,800 | 43,800 | ||||||||
Additional paid-in capital |
84,560 | 84,560 | ||||||||
Accumulated losses |
(472,862 | ) | (462,817 | ) | ||||||
TOTAL STOCKHOLDERS DEFICIT |
(344,502 | ) | (334,457 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
| | ||||||||
The financial statements should be read in conjunction with the accompanying notes.
4
Table of Contents
CHINAWE.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Accumulated | ||||||||||||||||||||||||
Common stock | Additional | Other | Total | |||||||||||||||||||||
Number | paid-in | Accumulated | comprehensive | Stockholders | ||||||||||||||||||||
of shares | Amount | capital | Losses | (loss) income | deficit | |||||||||||||||||||
U.S.$ | U.S.$ | U.S.$ | U.S.$ | U.S.$ | ||||||||||||||||||||
Balance as of
December 31, 2009 |
43,800,000 | 43,800 | 85,948 | (2,290,734 | ) | (4,796 | ) | (2,165,782 | ) | |||||||||||||||
Comprehensive loss: |
||||||||||||||||||||||||
Net loss for the year |
| | | (123,059 | ) | | (123,059 | ) | ||||||||||||||||
Currency translation adjustment |
| | | | 35,971 | 35,971 | ||||||||||||||||||
Total comprehensive loss |
| | | (123,059 | ) | 35,971 | (87,088 | ) | ||||||||||||||||
Balance as of
June 30, 2010 (unaudited) |
43,800,000 | 43,800 | 85,948 | (2,413,793 | ) | 31,175 | (2,252,870 | ) | ||||||||||||||||
Balance as of
December 31, 2010 |
43,800,000 | 43,800 | 84,560 | (462,817 | ) | | (334,457 | ) | ||||||||||||||||
Comprehensive loss: |
||||||||||||||||||||||||
Net income for the year |
| | | (10,045 | ) | | (10,045 | ) | ||||||||||||||||
Total comprehensive income |
| | | (10,045 | ) | | (10,045 | ) | ||||||||||||||||
Balance as of
June 30, 2011 (unaudited) |
43,800,000 | 43,800 | 84,560 | (472,862 | ) | | (344,502 | ) | ||||||||||||||||
The financial statements should be read in conjunction with the accompanying notes.
5
Table of Contents
CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30, | ||||||||
2011(unaudited) | 2010(unaudited) | |||||||
U.S.$ | U.S.$ | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net loss |
(10,045 | ) | (123,059 | ) | ||||
Adjustments to reconcile net income to net cash provided
by operating activities: |
||||||||
Depreciation |
| 3,139 | ||||||
Changes in operating assets and liabilities: |
||||||||
Prepayments, deposits and other receivables |
| 8,186 | ||||||
Accrued expenses and other current liabilities |
(2,500 | ) | 2,214 | |||||
Surcharge on taxes |
| (192 | ) | |||||
Income tax payable |
| (214 | ) | |||||
NET CASH USED IN OPERATING ACTIVITIES |
(12,545 | ) | (109,926 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Disposal of property, plant, equipment |
| 239 | ||||||
NET CASH PROVIDED BY INVESTING ACTIVITIES |
| 239 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Repayment of long-term debt |
| (5,931 | ) | |||||
Advance from related parties |
12,545 | 63,921 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
12,545 | 57,990 | ||||||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
| (51,697 | ) | |||||
Cash and cash equivalents, beginning of period |
| 33,427 | ||||||
Foreign currency translation on cash and cash equivalents |
| 35,346 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
| 17,076 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
||||||||
Cash paid for interest |
| 1,139 |
The financial statements should be read in conjunction with the accompanying notes.
6
Table of Contents
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 June 30,
2011 and December 31, 2010, and its results of operations for the six months and three months ended
June 30, 2011 and 2010. All inter-company accounts and transactions have been eliminated on
consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the six months and three months ended June 30, 2011 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2011.
The balance sheet as of June 30, 2011 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 Companys Annual Report
on Form 10-K for the year ended December 31, 2010.
Adoption of recently issued accounting pronouncements
In January 2010, the Financial Accounting Standards Board (the FASB) issued ASU No. 2010-02
Accounting and Reporting for Decrease in Ownership of a Subsidiary a Scope Clarification. The
update provides amendments to Subtopic 810-10 and related guidance under generally accepted
accounting principles in the United States (U.S. GAAP) to clarify that the scope of the decrease
in ownership provisions of the Subtopic and related guidance applies to three cases. The amendments
in this update also clarify that the decrease in ownership guidance in Subtopic 810-10 does not
apply to the sales of in substance real estate and conveyances of oil and gas mineral rights
transactions even if they involve businesses. If a decrease in ownership occurs in a subsidiary
that is not a business or nonprofit activity, an entity first needs to consider whether the
substance of the transaction causing the decrease in ownership is addressed in other U.S. GAAP,
such as transfers of financial assets, revenue recognition, exchanges of nonmonetary assets, sales
of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance
as applicable. If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.
The amendments in this update also expand the disclosure about the deconsolidation of a subsidiary
or derecognition of a group of assets within the scope of Subtopic 810-10. The Company adopted this
update on January 1, 2010.
In January 2010, the FASB issued ASU No. 2010-06 Fair Value Measurements and Disclosures (Topic
820): Improving Disclosures about Fair Value Measurements. This update provides amendments to
Subtopic 820-10 that require new disclosures for two situations. First, a reporting entity should
disclose separately the amount of significant transfers in and out of Level 1 and 2 fair value
measurements and describe the reasons for the transfers. Second, in the reconciliation for fair
value measurements using significant unobservable inputs (Level 3), a reporting entity should
present separate information about purchases, sales, issuance and settlements. This update has no
current application to the Company.
In February 2010, the FASB issued ASU No. 2010-09 Subsequent Events (Topic 855): Amendments to
Certain Recognition and Disclosure Requirements. This update provides the following amendments:
(i) an entity that either (a) is a company that files periodic reports with the Securities and
Exchange Commission (SEC filer) or (b) is a conduit bond obligor for conduit debt securities that
are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market,
including local or regional markets) is required to evaluate subsequent events through the date
that the financial statements are issued. If an entity meets neither of those criteria, it should
evaluate subsequent events through the date the financial statements are available to be issued,
(ii) the glossary of Topic 855 is amended to include the definition of SEC filer, (iii) an entity
that is an SEC filer is not required to disclose the date through which subsequent events have been
evaluated, (iv) the glossary of Topic 855 is amended to remove the definition of public
entity, and (v) the scope of the reissuance disclosure requirements is refined to include revised
financial statements only. No aspect of this new pronouncement has current application to the
Company.
7
Table of Contents
In May 2010, the FASB issued ASU No. 2010-19 Foreign Currency (Topic 830): Foreign Currency
Issues: Multiple Foreign Currency Exchange Rates (SEC Update). The purpose of the SEC Update is
to codify the SEC Staff Announcement made at the March 18, 2010 meeting of the FASB Emerging Issues
Task Force (EITF) by the SEC observer to the EITF. The Staff Announcement provides the SEC
staffs view on certain foreign currency issues related to investments in Venezuela. This new
pronouncement has no current application to the Company.
In December 2010, the FASB issued ASU No. 2010-29 Business Combinations (Topic 805): Disclosure
of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging
Issues Task Force). The amendments in this update specify that if a public entity presents
comparative financial statements, the entity should disclose revenue and earnings of the combined
entity as though the business combination(s) that occurred during the current year had occurred as
of the beginning of the comparable prior annual reporting period only. The amendments in this
update also expand the supplemental pro forma disclosures under Topic 805 to include a description
of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to
the business combination included in the reported pro forma revenue and earnings. This new
pronouncement has no current application to the Company.
2. Organization
Chinawe.com Inc. (Chinawe) was incorporated under the laws of the State of California. Chinawes
principal business activity was providing professional management services relating to
non-performing loans in the Peoples Republic of China, as well as other consulting services.
During the first quarter of 2010, the Companys sole customer, Huizhou One Limited, issued a notice
of termination to terminate the services contracts with effect from March 26 and March 27, 2010.
Effective from March 27, 2010, 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 Companys financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and the settlement of liabilities and commitments in the normal course of
business. As of June 30, 2011, the Company had negative working capital and stockholders deficit
of U.S.$344,502 and U.S.$344,502, respectively, which raise substantial doubt about its ability to
continue as a going concern. The Company has relied on private financing by cash inflow from the
principal stockholders of the Company, who have agreed not to demand repayment of amounts due to
them as long as the Company has negative working capital. These stockholders have indicated their
intention to finance the Company for a reasonable period of time to enable the Company to
continue as a going concern, assuming that in such period of time the Company would not be able to
raise additional capital to support its continuation. However, it is uncertain for how long or to
what extent such period of time would be reasonable and there can be no assurance that the
financing from these stockholders will be continued. The accompanying financial statements do not
include or reflect any adjustments that might result from the outcome of these uncertainties.
8
Table of Contents
4. Due to related parties
The balances with related parties are as follows:
As of | As of | |||||||||
Note | June 30, 2011 | December 31, 2010 | ||||||||
(Unaudited) | ||||||||||
U.S.$ | U.S.$ | |||||||||
Advances from stockholders |
(a) | 341,867 | 329,322 | |||||||
(a) | The amounts due are unsecured, non-interest bearing and repayable
on demand. During the six months ended June 30, 2011 and 2010,
the Company received advances from related parties of U.S.$12,545
and U.S.$72,921, respectively. |
5. Income tax expenses
It is managements intention to reinvest all the income attributable to the Company earned by its
operations outside the U.S. Accordingly, no U.S. corporate income taxes are provided for in these
financial statements.
The Company is subject to income taxes on an entity basis on income arising in or derived from the
tax jurisdiction in which each entity is domiciled.
Under the current laws of the British Virgin Islands (the BVI), dividends and capital gains
arising from the Companys investments in the BVI are not subject to income taxes and no
withholding tax is imposed on payments of dividends to the Company.
6. 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 in the process of preparing the relevant reports and
expects to be back in good standing in the coming future. The Company believes that the amount of
taxes and penalties owed will not be material to the financial statements. The Company is also
delinquent in filing its U.S. Federal tax returns. The Company is in the process of preparing the
relevant returns and does not believe that the amount of taxes owed will be material.
7. Stock Plan
On July 25, 2001 the Board of Directors approved the Chinawe.com Inc. 2001 Restricted Stock Plan
(the Plan), under which 5,000,000 shares of the Companys common stock have been reserved for
award under the Plan.
Pursuant to the Plan, stock awards may be granted to eligible officers, directors, employees and
consultants of the Company. As of June 30, 2011 and December 31, 2010, no awards have been made
under the Plan.
9
Table of Contents
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion should be read in conjunction with the Condensed Consolidated 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, 2010, the Company ceased providing professional management services relating to
non-performing loans in the Peoples 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 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 period of
time would be reasonable and there can be no assurance that financing from these stockholders
will be continued.
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2011(unaudited) | 2010(unaudited) | 2011(unaudited) | 2010(unaudited) | |||||||||||||
U.S.$ | U.S.$ | U.S.$ | U.S.$ | |||||||||||||
Loss from operations |
(9,045 | ) | (23,275 | ) | (10,045 | ) | (123,311 | ) | ||||||||
Interest expenses |
| (363 | ) | | (1,139 | ) | ||||||||||
Other income |
| 1,387 | | 1,391 | ||||||||||||
Loss before income taxes |
(9,045 | ) | (22,251 | ) | (10,045 | ) | (123,059 | ) | ||||||||
Income tax expenses |
| | | | ||||||||||||
Net loss attributable
to discontinued
operations |
(9,045 | ) | (22,251 | ) | (10,045 | ) | (123,059 | ) | ||||||||
THREE MONTHS ENDED JUNE 30, 2011 (UNAUDITED) COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2010
(UNAUDITED)
LOSS FROM OPERATIONS
The Companys operating expenses totaled U.S.$9,045 for the three months ended June 30, 2011,
compared to U.S. $23,275 for the three months ended June 30, 2010. This represents a decrease of
U.S.$14,230 due to the disposal of Chinawe Asset Management Limited (CAM (HK)) as of July 26,
2010.
NET NON-OPERATING INCOME
Net non-operating income for the second quarter of 2011 totaled US$0, compared to US$1,024 for the
second quarter of 2010.
10
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PROVISION FOR INCOME TAXES
No income tax expense for the three months ended June 30, 2011 and 2010 was incurred because the
Company and its subsidiaries incurred losses for taxation purposes.
NET LOSS FROM DISCONTINUED OPERATIONS
The Company has recorded a net loss from discontinued operations of U.S.$9,045 for the second
quarter of 2011, compared to a net loss from discontinued operations of U.S.$22,251 for
the second quarter of 2010.
SIX MONTHS ENDED JUNE 30, 2011 (UNAUDITED) COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2010
(UNAUDITED)
LOSS FROM OPERATIONS
The Companys operating expenses totaled U.S.$10,045 for the six months ended June 30, 2011,
compared to U.S. $123,311 for the six months ended June 30, 2010. This represents a decrease of
U.S.$113,266 due to the disposal of CAM (HK) as of July 26, 2010.
NET NON-OPERATING INCOME
Net non-operating income for the six months ended June 30, 2011 totaled US$0, compared to US$252
for the six months ended June 30, 2010.
PROVISION FOR INCOME TAXES
No income tax expense for the six months ended June 30, 2011 and 2010 was incurred because the
Company and its subsidiaries incurred losses for taxation purposes.
NET LOSS FROM DISCONTINUED OPERATIONS
The Company has recorded a net loss from discontinued operations of U.S.$10,045 for the six months
ended June 30, 2011, compared to a net loss from discontinued operations of U.S.$123,059 for the
six months ended June 30, 2010.
LIQUIDITY AND CAPITAL RESOURCES
The Company is currently financing its operations primarily through cash generated from financing
activities.
Cash and cash equivalent balances as of June 30, 2011 and 2010 were U.S.$0 and U.S.$17,076,
respectively.
Net cash used in operating activities of discontinued operations was U.S.$12,545 and U.S.$109,926
for the six months ended June 30, 2011 and 2010, respectively.
Net cash provided by investing activities of discontinued operations was U.S.$0 and U.S.$239 for
the six months ended June 30, 2011 and 2010, respectively.
Net cash provided by financing activities of discontinued operations was U.S.$12,545 and
U.S.$57,990 for the six months ended June 30, 2011 and 2010, respectively. The decrease in net cash
provided by financing activities of discontinued operations mainly resulted from the decrease in
net advances from related parties.
During the six months ended June 30, 2011 and 2010, 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 six months ended June 30, 2011 and 2010, the Company had no purchases or investments.
11
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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 Companys 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 mostly
loans from a director or other related parties, which are unsecured and interest rate fixed or
interest-free. Currently we do not maintain a portfolio of interest-sensitive debt instruments or
any fixed-income derivatives. Management has continuously paid great attention to the financial
leverage in business development and interest expenses in operations.
12
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Item 4. | Controls and Procedures. |
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, the Company conducted an evaluation, under the
supervision and with the participation of its Chief Executive Officer and Chief Financial Officer,
of its disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Securities Exchange Act of 1934, as amended (Exchange Act)). Based upon this evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Companys 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
Commissions 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 Companys management, including the Companys Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Managements assessment of the effectiveness of the Companys internal control over financial
reporting is as of the six months ended June 30, 2011. 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 Companys internal control over financial reporting for the six months
ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.
13
Table of Contents
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 |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 28, 2011 | CHINAWE.COM INC. | |||||
(Registrant) | ||||||
By: | /s/ Man Keung Wai
|
|||||
Chief Executive Officer | ||||||
(Principal Executive Officer) | ||||||
By: | /s/ Man Keung Wai
|
|||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
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Table of Contents
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 |
16