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Table of Contents

 

 

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 March 31, 2013

OR

 

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

Commission file number: 000-29169

 

 

Chinawe.com Inc.

(Exact name of registrant as specified in its charter)

 

 

 

California   95-462728
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

Room 1307, Block A

Fuk Keung Industrial Building

66-68 Tong Mei Road

Kowloon, Hong Kong

(Address of principal executive offices) (Zip Code)

(852) 23810818

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

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

 

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

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

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

 

Class of Common Stock

 

Outstanding at May 7, 2013

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

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     PAGE  

PART I — FINANCIAL INFORMATION

  

ITEM 1. FINANCIAL STATEMENTS

  

Condensed Consolidated Statements of Operations for the Three months ended March  31, 2013 and 2012 (unaudited)

     3   

Condensed Consolidated Balance Sheets at March 31, 2013 (unaudited) and December 31, 2012

     4   

Condensed Consolidated Statements of Stockholders’ Equity for the Three months ended March  31, 2013 and 2012 (unaudited)

     5   

Condensed Consolidated Statements of Cash Flows for the Three months ended March  31, 2013 and 2012 (unaudited)

     6   

Notes to Financial Statements

     7   

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

     9   

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     10   

ITEM 4. CONTROLS AND PROCEDURES

     11   

PART II — OTHER INFORMATION

  

ITEM 6. EXHIBITS

     12   

SIGNATURES

     13   

Exhibit 31.1

  

Exhibit 31.2

  

Exhibit 32.1

  

Exhibit 32.2

  


Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CHINAWE.COM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

            For the three months ended March 31,  
     Note      2013     2012  
            U.S.$     U.S.$  

Depreciation

        —          —     

Administrative and general expenses

        (2,580     (1,000
     

 

 

   

 

 

 

INCOME/(LOSS) FROM OPERATIONS

        (2,580     (1,000
     

 

 

   

 

 

 

NON-OPERATING INCOME (EXPENSE)

       

Interest

        —           —      

Other income

        —           —      
     

 

 

   

 

 

 

INCOME/(LOSS) BEFORE INCOME TAXES

        (2,580     (1,000

Income tax expense

     5         —           —      
     

 

 

   

 

 

 

NET INCOME/(LOSS)

        (2,580     (1,000
     

 

 

   

 

 

 

OTHER COMPREHENSIVE INCOME/(LOSS)

       

Foreign currency translation

        —           —      
     

 

 

   

 

 

 

COMPREHENSIVE INCOME/(LOSS)

        (2,580     (1,000
     

 

 

   

 

 

 

Basic and diluted net income per share of common stock

        (0.00006     (0.00002
     

 

 

   

 

 

 

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.

 

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CHINAWE.COM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

     Note      March 31, 2013     December 31, 2012  
           

(unaudited)

    (derived from audited
financial statements)
 
            U.S.$     U.S.$  

ASSETS

        —           —      

TOTAL ASSETS

        —           —      
     

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

       

Current liabilities:

       

Accrued expenses and other current liabilities

        4,035        8,464   

Due to related parties

     4         370,987        363,978   
     

 

 

   

 

 

 

Total current liabilities

        375,022        372,442   
     

 

 

   

 

 

 

Contingencies and commitments

     6         —           —      

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

        (503,382     (500,802

Accumulated other comprehensive loss

        —           —      
     

 

 

   

 

 

 

Total stockholders’ deficit

        (375,022     (372,442
     

 

 

   

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

        —           —      
     

 

 

   

 

 

 

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

 

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CHINAWE.COM INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

 

     For the three months ended March 31, 2013               
     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, 2011

     43,800,000         43,800         84,560         (481,170     —           (352,810

Comprehensive income/(loss):

                

Net loss for the period

     —            —            —            (1,000     —           (1,000

Currency translation adjustment

     —            —            —            —           —           —      

Total comprehensive income/(loss)

     —            —            —            (1,000     —           (1,000

Balance as of March 31, 2012

     43,800,000         43,800         84,560         (482,170     —           (353,801
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Balance as of December 31, 2012

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

Comprehensive income/(loss):

                

Net loss for the period

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

Total comprehensive income/(loss)

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

Balance as of March 31, 2013

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

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

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

 

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Table of Contents

CHINAWE.COM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     For the three months ended March 31,  
     2013     2012  
     U.S.$     U.S.$  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income/(loss)

     (2,580     (1,000

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

     (4,429     (100

Surcharge on taxes

     —           —      

Income tax payable

     —           —      
  

 

 

   

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

     (7,009     (1,100
  

 

 

   

 

 

 

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

     7,009        1,100   

Repayment to related parties

     —           —      
  

 

 

   

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

     7,009        1,100   
  

 

 

   

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

     —           —      

Cash and cash equivalents, beginning of period

     —           —      

Foreign currency translation on cash and cash equivalents

     —           —      
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

     —           —      
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

    

Cash paid for interest

     —           —      

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

 

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CHINAWE.COM INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying financial statements present the financial position of Chinawe.com Inc. (“Chinawe” or the “Company”) as of March 31, 2013 and December 31, 2012, and its results of operations for the three months ended March 31, 2013 and 2012. All inter-company accounts and transactions have been eliminated on consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

The balance sheet at December 31, 2012 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, 2012.

Adoption of recently issued accounting pronouncements

In April, 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-02 “Receivables (Topic 310)”. The purpose of this Update is to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. Diversity in practice could adversely affect the comparability of information for users about restructurings of receivables. This pronouncement has no current application to the Company.

In September, 2011, the FASB issued ASU No. 2011-09 “Compensation—Retirement Benefits— Multiemployer Plans (Subtopic 715-80)”. The purpose of this Update is to address concerns from various users of financial statements on the lack of transparency about an employer’s participation in a multiemployer pension plan. A unique characteristic of a multiemployer plan is that assets contributed by one employer may be used to provide benefits to employees of other participating employers. This is because the assets contributed by an employer are not specifically earmarked only for its employees. If a participating employer fails to make its required contributions, the unfunded obligations of the plan may be borne by the remaining participating employers. Similarly, in some cases, if an employer chooses to stop participating in a multiemployer plan, the withdrawing company may be required to pay to the plan a final payment (the withdrawal liability). Users of financial statements have requested additional disclosure to increase awareness of the commitments and risks involved with participating in multiemployer pension plans. The amendments in this Update will require additional disclosures about an employer’s participation in a multiemployer pension plan. Previously, disclosures were limited primarily to the historical contributions made to the plans. In developing the new guidance, the FASB’s goal was to help users of financial statements assess the potential future cash flow implications relating to an employer’s participation in multiemployer pension plans.

2. Organization

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.

 

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

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

3. Going concern consideration

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As of March 31, 2013, the Company had negative working capital and stockholders’ deficit of U.S.$375,022 and U.S.$375,022, 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:

 

     Note     As of
March 31, 2013
     As of
December 31, 2012
 
           (Unaudited)         
           U.S.$      U.S.$  

Advances from stockholders

     (a     370,987         363,978   
    

 

 

    

 

 

 

 

(a) The amounts due are unsecured, non-interest bearing and repayable on demand. During the three months ended March 31, 2013 and 2012, the Company received advances from related parties of U.S.$7,009 and U.S.$1,100, respectively. In addition, during the three months ended March 31, 2013 and 2012, the Company repaid advances of U.S.$0 and U.S.$0, respectively, to related parties.

5. Income tax expenses

It is management’s 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 Company’s 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 also delinquent in filing its U.S. Federal tax returns. The Company has decided not to pursue reinstatement in California or prepare and file past due U.S. Federal tax returns until it has formulated a plan for once again becoming an operating company.

 

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

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

Overview — Results of Operations

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

 

     Three months ended March 31,  
     2013     2012  
     (unaudited)     (unaudited)  
     U.S.$     U.S.$  

Loss from operations

     (2,580     (1,000

Finance costs

     —           —      

Other income

     —           —      
  

 

 

   

 

 

 

Loss before taxation

     (2,580     (1,000

Taxation

     —           —      
  

 

 

   

 

 

 

Net loss attributable to discontinued operations

     (2,580     (1,000
  

 

 

   

 

 

 

THREE MONTHS ENDED MARCH 31, 2013 (UNAUDITED) COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2012 (UNAUDITED)

LOSS FROM OPERATIONS

The Company’s operating expenses totaled U.S.$2,580 for the three months ended March 31, 2013, compared to U.S. $1,000 for the three months ended March 31, 2012. The increase was due to higher accounting and legal fees for the quarter ending March 31, 2013.

NET NON-OPERATING EXPENSES

Net non-operating expenses for the first quarter of 2013 totaled US$0, compared to US$0 for the first quarter of 2012.

PROVISION FOR INCOME TAXES

No income tax expense for the three months ended March 31, 2013 and 2012 was incurred because the Company and its subsidiaries incurred losses for taxation purposes.

 

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LIQUIDITY AND CAPITAL RESOURCES

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

Cash and cash equivalent balances as of March 31, 2013 and March 31, 2012 were U.S.$0 and U.S.$0, respectively.

Net cash used in operating activities was U.S.$7,009 and U.S.$1,100 for the three months ended March 31, 2013 and 2012, respectively.

Net cash provided by financing activities was U.S.$7,009 and U.S.$1,100 for the three months ended March 31, 2013 and 2012, respectively. The increase in net cash provided by financing activities resulted from the increase in net advances from related parties.

During the three months ended March 31, 2013 and 2012, the Company did not enter into any transactions using derivative financial instruments or derivative commodity instruments nor held any marketable equity securities of publicly traded companies. Accordingly, the Company believes its exposure to market interest rate risk and price risk is not material.

During the three months ended March 31, 2013 and 2012, 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 mostly loans from a director or other related parties, which are unsecured and interest rate fixed or interest-free. Currently we do not maintain a portfolio of interest-sensitive debt instruments or any fixed-income derivatives.

 

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Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, the Company conducted an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of its disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the 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 three months ended March 31, 2013. We believe that our internal control over financial reporting is effective. We have not identified any current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

(b) Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting for the three months ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II — OTHER INFORMATION

 

Item 6. Exhibits.

 

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

 

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SIGNATURES

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

 

Date: May 8, 2013     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)

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

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

 

14