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, 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 | | 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.
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 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 o | | Accelerated filer o | |
| | | |
Non-accelerated filer o | | 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).
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 10, 2011 |
Common Stock, $.001 par value | | 43,800,000 |
| | PAGE | |
| | | | |
PART I — FINANCIAL INFORMATION | | | | |
| | | | |
ITEM 1. FINANCIAL STATEMENTS | | | | |
| | | | |
Condensed Consolidated Statements of Operations for the Nine months ended September 30, 2011 and 2010 (unaudited) | | | 3 | |
| | | | |
Condensed Consolidated Balance Sheets at September 30, 2011 (unaudited) and December 31, 2010 | | | 4 | |
| | | | |
Condensed Consolidated Statements of Stockholders’ Equity for the Nine months ended September 30, 2011 and 2010 (unaudited) | | | 5 | |
| | | | |
Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2011 and 2010 (unaudited) | | | 6 | |
| | | | |
Notes to Financial Statements | | | 7 | |
| | | | |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | | 10 | |
| | | | |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | | 12 | |
| | | | |
ITEM 4. CONTROLS AND PROCEDURES | | | 12 | |
| | | | |
PART II — OTHER INFORMATION | | | | |
| | | | |
ITEM 6. EXHIBITS | | | 13 | |
| | | | |
SIGNATURES | | | 14 | |
| | | | |
Exhibit 31.1 |
Exhibit 31.2 |
Exhibit 32.1 |
Exhibit 32.2 |
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | Nine months ended September 30, | |
| | NOTE | | | 2011 | | | 2010 | |
| | | | | U.S.$ | | | U.S.$ | |
OPERATING REVENUES | | | | | | | | | |
Depreciation | | | | | | — | | | | (3,149 | ) |
Administrative and general expenses | | | | | | (11,045 | ) | | | (132,321 | ) |
INCOME/(LOSS) FROM OPERATIONS | | | | | | (11,045 | ) | | | (135,470 | ) |
NON-OPERATING INCOME (EXPENSE) | | | | | | | | | | | |
Interest | | | | | | — | | | | (1,143 | ) |
Other income | | | | | | — | | | | 1,396 | |
Gain on disposal of subsidiaries | | | | | | — | | | | 1,824,761 | |
INCOME/(LOSS) BEFORE INCOME TAXES | | | | | | (11,045 | ) | | | 1,689,544 | |
Income tax expense | | | 5 | | | | — | | | | — | |
NET INCOME/(LOSS) | | | | | | | (11,045 | ) | | | 1,689,544 | |
OTHER COMPREHENSIVE INCOME/(LOSS) | | | | | | | | | | | | |
Foreign currency translation | | | | | | | — | | | | 6,414 | |
COMPREHENSIVE INCOME/(LOSS) | | | | | | | (11,045 | ) | | | 1,695,958 | |
Basic and diluted net income per share of common stock | | | | | | | (0.0003 | ) | | | 0.039 | |
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
| | | | | As of | | | As of | |
| | Note | | | September 30, 2011 | | | December 31, 2010 | |
| | | | | U.S.$ | | | U.S.$ | |
ASSETS | | | | | | | | | |
TOTAL ASSETS | | | | | | — | | | | — | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accrued expenses and other current liabilities | | | | | | 1,435 | | | | 5,135 | |
Due to related parties | | | 4 | | | | 344,067 | | | | 329,322 | |
Total current liabilities | | | | | | | 345,502 | | | | 334,457 | |
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.$0.001 per share; authorized 100,000,000 shares; issued and outstanding 43,800,000 shares | | | | | | | 43,800 | | | | 43,800 | |
Capital in excess of par | | | | | | | 84,560 | | | | 84,560 | |
Accumulated losses | | | | | | | (473,862 | ) | | | (462,817 | ) |
Accumulated other comprehensive loss | | | | | | | — | | | | — | |
Total stockholders' deficit | | | | | | | (345,502 | ) | | | (334,457 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | — | | | | — | |
The financial statements should be read in conjunction with the accompanying notes.
CHINAWE.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(DEFICIT)
| | Number of shares | | | Amount | | | Capital in excess of par | | | Accumulated Income (loss) | | | Accumulated other comprehensive (loss) income | | | Total stockholders’ equity (deficit) | |
| | | | | U.S.$ | | | 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 income for the period | | | — | | | | — | | | | — | | | | 1,689,544 | | | | — | | | | 1,689,544 | |
Currency translation adjustment | | | — | | | | — | | | | — | | | | — | | | | 6,414 | | | | 6,414 | |
Total comprehensive loss | | | — | | | | — | | | | — | | | | 1,689,544 | | | | 6,414 | | | | 1,695,958 | |
Balance as of September 30, 2010 | | | 43,800,000 | | | | 43,800 | | | | 85,948 | | | | (601,190 | ) | | | 1,618 | | | | (469,824 | ) |
Balance as of December 31, 2010 | | | 43,800,000 | | | | 43,800 | | | | 84,560 | | | | (462,817 | ) | | | — | | | | (334,457 | ) |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss for the period | | | — | | | | — | | | | — | | | | (11,045 | ) | | | — | | | | (11,045 | ) |
Total comprehensive income | | | — | | | | — | | | | — | | | | (11,045 | ) | | | — | | | | (11,045 | ) |
Balance as of September 30, 2011 | | | 43,800,000 | | | | 43,800 | | | | 84,560 | | | | (473,862 | ) | | | — | | | | (345,502 | ) |
The financial statements should be read in conjunction with the accompanying notes.
CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Nine months ended September 30, | |
| | 2011 | | | 2010 | |
| | U.S.$ | | | U.S.$ | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |
Net income/(loss) | | | (11,045 | ) | | | 1,689,544 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | — | | | | 3,149 | |
Gain on disposal | | | — | | | | (1,824,761 | ) |
Prepayments, deposits and other receivables | | | — | | | | (3,445 | ) |
Accrued expenses and other current liabilities | | | (3,700 | ) | | | (7,802 | ) |
Surcharge on taxes | | | — | | | | (192 | ) |
Income tax payable | | | — | | | | (214 | ) |
NET CASH USED IN OPERATING ACTIVITIES | | | (14,745 | ) | | | (143,721 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES | | | — | | | | (16,367 | ) |
NET CASH USED IN INVESTING ACTIVITIES | | | — | | | | (16,367 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Repayment of long-term debt | | | — | | | | (6,572 | ) |
Advance from related parties | | | 14,745 | | | | 84,924 | |
Repayment to related parties | | | — | | | | — | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 14,745 | | | | 78,352 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | | | — | | | | (81,736 | ) |
Cash and cash equivalents, beginning of period | | | — | | | | 33,427 | |
Foreign currency translation on cash and cash equivalents | | | — | | | | 48,309 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | | — | | | | — | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | | | | | | | |
Cash paid for interest | | | — | | | | 1,143 | |
The financial statements should be read in conjunction with the accompanying notes.
CHINAWE.COM INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
The accompanying financial statements present the financial position of the Company as of September 30, 2011 and December 31, 2010, and its results of operations for the nine months ended September 30, 2011 and September 30, 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 quarterly 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, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.
The balance sheet at December 31, 2010 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, 2010.
Adoption of recently issued accounting pronouncements
In January 2010, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 required 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 pronouncement 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.
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 staff’s 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. 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 included 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, and 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, 2011, the Company had negative working capital and stockholders’ deficit of U.S.$345,502 and U.S.$345,502, respectively, which raise substantial doubt about its ability to continue as a going concern. The Company has relied on private financing by cash inflow from the principal stockholders of the Company, who have agreed not to demand repayment of amounts due to them as long as the Company has negative working capital. These stockholders have indicated their intention to finance the Company for a “reasonable” period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent such a period of time would be “reasonable” and there can be no assurance that the financing from these stockholders will be continued. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.
4. Due to related parties
The balances with related parties are as follows:
| | | | | | As of | | | As of | |
| | Note | | | September 30, 2011 | | | December 31, 2010 | |
| | | | | | (Unaudited) | | | | |
| | | | | | U.S.$ | | | U.S.$ | |
Advances from stockholders | | | (a) | | | | 344,067 | | | | 329,322 | |
(a) | The amounts due are unsecured, non-interest bearing and repayable on demand. During the nine months ended September 30, 2011 and 2010, the Company received advances from related parties of U.S.$14,745 and U.S.$84,924, respectively. |
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.
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 Company’s 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 September 30, 2011 and December 31, 2010, no awards have been made under the Plan.
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. The Company is also considering de-registering its common stock with the Securities and Exchange Commission (the “SEC”) with the result that its shares would be traded on the OTC Pink market of the OTCMarkets.
| | Nine months ended September 30, | |
| | 2011 | | | 2010 | |
| | U.S.$ | | | U.S.$ | |
Loss from operations | | | (11,045 | ) | | | (135,470 | ) |
Finance costs | | | — | | | | (1,143 | ) |
Gain on disposal | | | — | | | | 1,824,761 | |
Other income | | | — | | | | 1,396 | |
Loss (gain) before taxation | | | (11,045 | ) | | | 1,689,544 | |
Taxation | | | — | | | | — | |
Net (loss) income attributable to discontinued operations | | | (11,045 | ) | | | 1,689,544 | |
NINE MONTHS ENDED SEPTEMBER 30, 2011 (UNAUDITED) COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2010 (UNAUDITED)
LOSS FROM OPERATIONS
The Company’s operating expenses totaled U.S.$11,045 for the nine months ended September 30, 2011, compared to U.S. $135,470 for the nine months ended September 30, 2010. This represents a decrease of U.S.$124,425 due to the disposal of Chinawe Asset Management Limited as of July 26, 2010.
NET NON-OPERATING EXPENSES
Net non-operating expenses for the nine months ended September 30, 2011 totaled U.S. $0, compared to U.S. $1,143 for the nine months ended September 30, 2010.
PROVISION FOR INCOME TAXES
No income tax expense for the nine months ended September 30, 2011 and 2010 was incurred because the Company and its subsidiaries incurred losses for taxation purposes.
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 September 30, 2011 and September 30, 2010 were U.S.$0 and U.S.$0, respectively.
Net cash used in operating activities of discontinued operations was U.S.$14,745 and U.S.$143,721 for the nine months ended September 30, 2011 and 2010, respectively.
Net cash provided by financing activities of discontinued operations was U.S.$14,745 and U.S.$78,352 for the nine months ended September 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 nine months ended September 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 nine months ended September 30, 2011 and 2010, 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 its 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 revenue for the Company. However, the Company has not identified a specific line of business or territory for any such new business. There can be no assurance that the Company will be successful in identifying a new line of business that it can enter into or that if such new line of business is identified, that the receipt of revenue is probable. The Company is also considering de-registering its common stock with the SEC with the result that its shares would be traded on the OTC Pink market of the OTCMarkets.
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.
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 SEC’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, 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 the Company’s 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, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II — OTHER INFORMATION
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 |
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.
| 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 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 |