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, 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 October 25, 2013 | |
| Common Stock, $.001 par value | 43,800,000 |
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Condensed Consolidated Balance Sheets at September 30, 2013 (unaudited) and December 31, 2012 | 4 | |||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 9 | |||
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 10 | |||
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Exhibit 31.1 | ||||
Exhibit 31.2 | ||||
Exhibit 32.1 | ||||
Exhibit 32.2 | ||||
PART I — FINANCIAL INFORMATION
CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the nine months ended September 30, | ||||||||||||
| Note | 2013 | 2012 | ||||||||||
| U.S.$ | U.S.$ | |||||||||||
Administrative and general expenses | (9, 241 | ) | (12,603 | ) | ||||||||
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INCOME/(LOSS) FROM OPERATIONS | (9, 241 | ) | (12,603 | ) | ||||||||
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INCOME/(LOSS) BEFORE INCOME TAXES | (9, 241 | ) | (12,603 | ) | ||||||||
Income tax expense | 5 | — | — | |||||||||
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NET INCOME/(LOSS) | (9, 241 | ) | (12,603 | ) | ||||||||
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OTHER COMPREHENSIVE INCOME/(LOSS) | ||||||||||||
Foreign currency translation | — | — | ||||||||||
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COMPREHENSIVE INCOME/(LOSS) | (9, 241 | ) | (12,603 | ) | ||||||||
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Basic and diluted net loss per share of common stock | (0.0002 | ) | (0.0003 | ) | ||||||||
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Weighted average number of shares of common stock outstanding | 43,800,000 | 43,800,000 | ||||||||||
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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
| As of September 30, 2013 | As of December 31, 2012 | |||||||||||
| Note | (unaudited) | (derived from audited financial statements) | ||||||||||
| U.S.$ | U.S.$ | |||||||||||
ASSETS | — | — | ||||||||||
TOTAL ASSETS | — | — | ||||||||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||
Current liabilities: | ||||||||||||
Accrued expenses and other current liabilities | 3,435 | 8,464 | ||||||||||
Due to related parties | 4 | 378,248 | 363,978 | |||||||||
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Total current liabilities | 381,683 | 372,442 | ||||||||||
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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.$0.001 per share; authorized 100,000,000 shares; issued and outstanding 43,800,000 shares | 43,800 | 43,800 | ||||||||||
Capital in excess of par | 84,560 | 84,560 | ||||||||||
Accumulated losses | (510,043 | ) | (500,802 | ) | ||||||||
Accumulated other comprehensive loss | — | — | ||||||||||
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Total stockholders’ deficit | (381,683 | ) | (372,442 | ) | ||||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | — | — | ||||||||||
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The financial statements should be read in conjunction with the accompanying notes.
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CHINAWE.COM INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Number of shares | Amount | Capital in excess of par | Accumulated losses | Accumulated other comprehensive (loss) income | Total Stockholders’ deficit | |||||||||||||||||||
| U.S.$ | 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 | — | — | — | (12,603 | ) | — | (12,603 | ) | ||||||||||||||||
Currency translation adjustment | — | — | — | — | — | — | ||||||||||||||||||
Total comprehensive income/(loss) | — | — | — | (12,603 | ) | — | (12,603 | ) | ||||||||||||||||
Balance as of September 30, 2012 | 43,800,000 | 43,800 | 84,560 | (493,773 | ) | — | (365,413 | ) | ||||||||||||||||
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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 | — | — | — | (9,241 | ) | — | (9,241 | ) | ||||||||||||||||
Total comprehensive income/(loss) | — | — | — | (9,241 | ) | — | (9,241 | ) | ||||||||||||||||
Balance as of September 30, 2013 | 43,800,000 | 43,800 | 84,560 | (510,043 | ) | — | (381,683 | ) | ||||||||||||||||
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The financial statements should be read in conjunction with the accompanying notes.
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CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended September 30, | ||||||||
| 2013 | 2012 | |||||||
| U.S.$ | U.S.$ | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net income/(loss) | (9,241 | ) | (12,603 | ) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Changes in operating assets and liabilities: | ||||||||
Accrued expenses and other current liabilities | (5,029 | ) | (1,700 | ) | ||||
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NET CASH USED IN OPERATING ACTIVITIES | (14,270 | ) | (14,303 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Advance from related parties | 14,270 | 14,303 | ||||||
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NET CASH PROVIDED BY FINANCING ACTIVITIES | 14,270 | 14,303 | ||||||
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NET DECREASE IN CASH AND CASH EQUIVALENTS | — | — | ||||||
Cash and cash equivalents, beginning of period | — | — | ||||||
Foreign currency translation on cash and cash equivalents | — | — | ||||||
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CASH AND CASH EQUIVALENTS, END OF PERIOD | — | — | ||||||
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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 September 30, 2013 and December 31, 2012, and its results of operations for the nine months ended September 30, 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 nine months ended September 30, 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 February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02 “Comprehensive Income (Topic 220)”. The purpose of this Update is to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (“GAAP”) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (for example, inventory) instead of directly to income or expense in the same reporting period. This pronouncement has no current application to the Company.
In April 2013, the FASB issued ASU No. 2013-04 “Liabilities (Topic 405)”. The purpose of this Update is to provide guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. Examples of obligations within the scope of this Update include debt arrangements, other contractual obligations, and settled litigation and judicial rulings. U.S. GAAP does not include specific guidance on accounting for such obligations with joint and several liability, which has resulted in diversity in practice. Some entities record the entire amount under the joint and several liability arrangement on the basis of the concept of a liability and the guidance that must be met to extinguish a liability. Other entities record less than the total amount of the obligation, such as an amount allocated, an amount corresponding to the proceeds received, or the portion of the amount the entity agreed to pay among its co-obligors, on the basis of the guidance for contingent liabilities. This pronouncement has no current application to the Company.
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 September 30, 2013, the Company had negative working capital and stockholders’ deficit of U.S.$381,683 and U.S.$381,683, respectively, which raise substantial doubt about its ability to continue as a going concern.
The Company has relied on private financing by cash inflows from the principal stockholders of the Company, who have agreed not to demand repayment of amounts due to them as long as the Company has negative working capital. These stockholders have indicated their intention to finance the Company for a reasonable period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent such a period of time would be “reasonable” and there can be no assurance that the financing from these stockholders will be continued. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.
4. Due to related parties
The balances with related parties are as follows:
| As of | As of | |||||||||||
| Note | September 30, 2013 | December 31, 2012 | ||||||||||
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| U.S.$ | U.S.$ | |||||||||||
Advances from stockholders | (a | ) | 378,248 | 363,978 | ||||||||
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| (a) | The amounts due are unsecured, non-interest bearing and repayable on demand. During the nine months ended September 30, 2013 and 2012, the Company received advances from related parties of U.S.$378,248 and U.S.$363,978, respectively. In addition, during the nine months ended September 30, 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 has terminated its employees and closed down its offices. The Company has not identified a specific line of business or territory for any new business. There can be no assurance that the Company will be successful in identifying a new line of business that it can enter into or that if such new line of business is identified, that the Company will have adequate funding to commence operations of a new line of business. The principal stockholders of the Company have indicated their intention to finance the Company for a reasonable period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent such a period of time would be “reasonable” and there can be no assurance that financing from these stockholders will be continued.
| Nine months ended September 30, | ||||||||
| 2013 | 2012 | |||||||
(unaudited) U.S.$ | (unaudited) U.S.$ | |||||||
Loss from operations | (9,241 | ) | (12,603 | ) | ||||
Finance costs | — | — | ||||||
Other income | — | — | ||||||
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Loss before taxation | (9,241 | ) | (12,603 | ) | ||||
Taxation | — | — | ||||||
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Net loss attributable to discontinued operations | (9,241 | ) | (12,603 | ) | ||||
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NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED) COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2012 (UNAUDITED)
LOSS FROM OPERATIONS
The Company’s operating expenses totaled U.S.$9,241 for the nine months ended September 30, 2013, compared to U.S. $12,603 for the nine months ended September 30, 2012.
NET NON-OPERATING EXPENSES
Net non-operating expenses for the nine months ended 2013 totaled US$0, compared to US$0 for the third quarter of 2012.
PROVISION FOR INCOME TAXES
No income tax expense for the nine months ended September 30, 2013 and 2012 was incurred because the Company and its subsidiary 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 September 30, 2013 and September 30, 2012 were U.S.$0 and U.S.$0, respectively.
Net cash used in operating activities was U.S.$14,270 and U.S.$14,303 for the nine months ended September 30, 2013 and 2012, respectively.
Net cash provided by financing activities was U.S.$14,270 and U.S.$14,303 for the nine months ended September 30, 2013 and 2012, respectively. The decrease in net cash provided by financing activities resulted from the decrease in net advances from related parties.
During the nine months ended September 30, 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 nine months ended September 30, 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 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 nine months ended September 30, 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 nine months ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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| 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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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: October 28, 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 | |
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