UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
Amendment No. 2
CHINESEWORLDNET.COM INC.
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2011 |
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to _________________ |
OR
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report __________________ |
Commission file number000-33051
CHINESEWORLDNET.COM INC.
(Exact name of Registrant as specified in its charter)
CAYMAN ISLANDS
(Jurisdiction of incorporation or organization)
Suite 368 – 1199 West Pender Street, Vancouver, British Columbia, Canada V6E 2R1
(Address of principal executive offices)
Mr. Joe Tai, President and Chief Executive Officer
Tel: +1 (604) 488-8878 Fax: +1 (604) 488-0868
Suite 368 – 1199 West Pender Street, Vancouver, British Columbia, Canada V6E 2R1
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act. | |
Title of each class | Name of each exchange on which registered |
Not Applicable | Not Applicable |
Securities registered or to be registered pursuant to Section 12(g) of the Act. | |
Common Shares, Par Value of US$0.001 Per Share | |
(Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. | |
Not Applicable | |
(Title of Class) |
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 | |||
If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | ||||
¨ 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 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). | ||||
x Yes | ¨ No | |||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. | ||||
¨ Large accelerated filer | ¨ Accelerated filer | x Non-accelerated filer | ||
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: | ||||
x U.S. GAAP | ¨ International Financial Reporting Standards as issued by the International Accounting Standards Board | ¨ Other | ||
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. | ||||
¨ Item 17 | ¨ Item 18 | |||
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||
¨ Yes | x No |
Explanatory Note
The purpose of this amendment on Form 20-F/A to ChineseWorldNet.Com Inc’s Annual Report on Form 20-F for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission on April 30, 2012, is to amend Amendment No. 1 to the Form 20-F to include a signature and a date of signature, which were inadvertently omitted when Amendment No.1 to the Form 20-F was filed.
No other changes have been made to the Form 20-F. This Amendment No. 2 to the Form 20-F speaks as of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 20-F.
item 19. | EXHIBITS | ||
Exhibit No. | Document Description | ||
1 | (1) | Articles of Association, Memorandum of Association and Certificate of Incorporation of CWN | |
2.1 | (2) | Form of Convertible Debenture dated May 31, 2004 | |
4.1 | (4) | Stock Option Plan Agreement dated October 1, 2007 | |
4.2 | (6) | Stock Option Plan Agreement dated June 10, 2010 | |
4.3 | (5) | Agreement to Establish [CWN China Co., Ltd.], a Chinese – Foreign Joint Venture Ltd. Liability Company | |
4.4 | (6) | Consulting Agreement between Chineseworldnet.Com Inc. and Goldpac Investments Ltd. dated January 1, 2010 | |
4.5 | (6) | Consulting Agreement between Chineseworldnet.Com Inc. and Silver Lake Investment Partners, Ltd. dated January 1, 2010 | |
4.6 | (7) | Consulting Agreement between Chineseworldnet.Com Inc. and Goldpac Investments Ltd. dated January 1, 2011 | |
4.7 | (7) | Consulting Agreement between Chineseworldnet.Com Inc. and Silver Lake Investment Partners, Ltd. dated January 1, 2011 | |
8 | (7) | List of Subsidiaries | |
11 | (3) | Code of Ethics | |
12.1 | (7) | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
12.2 | (7) | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
13.1 | (7) | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
13.2 | (7) | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
15 | (7) | Letter from Chang Lee LLP | |
101.INS | * | XBRL Instance Document | |
101.SCH | * | XBRL Taxonomy Extension Schema Document | |
101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document | |
* | Filed herewith | ||
(1) | Incorporated by reference to Exhibits of Registrant’s Registration Statement on Form 20-F (file no. 000-33051) filed on July 3, 2002. |
(2) | Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on December 3, 2004. |
(3) | Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on June 30, 2005. |
(4) | Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on June 30, 2008. |
(5) | Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on June 30, 2009. |
(6) | Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on May 13, 2011. |
(7) | Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on April 30, 2012. |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F, and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Dated: May 30th, 2012
ChineseWorldNet.com Inc., |
a Cayman Islands Corporation |
/s/ Joe Kin Foon Tai |
JOE KIN FOON TAI |
Director, President and Chief Executive Officer |