Attached files
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| EX-32.1 - CERTIFICATION - Cloudweb, Inc. | ex321.htm |
| EX-31.1 - CERTIFICATION - Cloudweb, Inc. | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment no. 1
ANNUAL REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015
COMMISSION FILE NUMBER: 333-199193
CLOUDWEB, INC.
(Exact name of registrant as specified in its charter)
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Florida
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47-0978297
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.)
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Dept. Office 12a
Greenhill Street
Stratford Upon Avon
Warwickshire, United Kingdom CV376LF
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(Address of principal executive offices, including zip code)
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+44 20 8050 2379
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: Common Stock: $0.00 par value
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
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 [X] No
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. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filed required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 amendments to this Form 10-K. [ ]
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.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2015 is $59,614.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: We had 314,076,369 shares outstanding of common stock as of April 14, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I and III: Portions of Registrant’s Form 8-K filed on January 28, 2016.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Cloudweb, Inc. for the fiscal year ended December 31, 2015 is being submitted solely to file Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.
This Amendment speaks as of the filing date of the Form 10-K (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-K filed as of April 14, 2016.
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Page
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A Warning About Forward-Looking Statements
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3
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PART I
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Item 1.
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Business
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3
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Item 1A.
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Risk Factors
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4
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Item 1B.
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Unresolved Staff Comments
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10
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Item 2.
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Properties
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10
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Item 3.
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Legal Proceedings
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10
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Item 4.
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Submission of Matters to a Vote of Security Holders
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10
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Shares
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11
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Item 6.
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Selected Financial Data
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11
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation
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11
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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12
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Item 8.
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Financial Statements and Supplementary Data
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12
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(The financial statements and supplementary data required by this item are set forth at the end of this Annual Report on Form 10-K beginning on page F-1.)
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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12
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Item 9A.
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Controls and Procedures
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12
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Item 9B.
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Other Information
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12
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Summary and Compensation
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13
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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14
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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15
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Item 14.
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Principal Accountant Fees and Services
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16
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PART IV
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Item 15.
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Exhibits, Financial Statements, Schedules
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16
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Index to Financial Statements
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16
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Index to Exhibits
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16
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3
PART IV
Item 15. Exhibits, Financial Statements, Schedules
(a) Financial Statements and Schedules.
The following documents have been filed as a part of this annual report on Form 10-K. The financial statements and schedules required to be filed hereunder are set forth at the end of this Annual Report on Form 10-K beginning on page F-1, and are accompanied by a Financial Statements Index.
Exhibits.
The Exhibit Index attached behind the signature page is incorporated herein by reference.
FINANCIAL STATEMENTS INDEX
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Page
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Management’s Report on Internal Control Over Financial Reporting
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F-2
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Independent Auditor’s Report
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F-2
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Balance Sheets
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F-3
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Statements of Operations
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F-4
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Statements of Cash Flows
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F-5
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Statement of Changes in Shareholder’s Equity
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F-6
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Notes to the Financial Statements
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F-7 to F-10
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Management’s Discussion and Analysis and Plan of Operation
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4
SIGNATURES
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CLOUDWEB, INC.
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(Name of Registrant as Specified in Charter)
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Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: August 22, 2016
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By:
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/s/ Zhi De Liao
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Name:Zhi De Liao
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Title: President, Chief Exeutive Officer, Chief Financial Officer, Directro
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EXHIBIT INDEX
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SEC Ref. No.
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Title of Document
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Previously Filed
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Filed Herewith
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3.1
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Articles of Amendment to its Articles of Incorporation with the Florida Department of State on December 3, 2015
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*
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3.2
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Amended Bylaws of Registrant on January 28, 2016.
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*
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10.1
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Share Exchange Agreement, between Cloudweb, Inc., a Florida corporation, and Zhi De Liao, dated January 28, 2016.
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*
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10.2
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Share Purchase Agreement dated October 23, 2015, by and between Cloudweb Inc., a Nevada corporation (now known as Data Cloud Inc.”), James Holland, an individual residing in the United Kingdom, and Web Hosting Solutions Ltd. A United Kingdom company.
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*
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31.1
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Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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*
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32.1
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Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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*
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101.INS
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XBRL Instance Document(1)
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*
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101.SCH
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XBRL Taxonomy Extension Schema(1)
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*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase(1)
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*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase(1)
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*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase(1)
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*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase(1)
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*
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6