Cloudweb (CLOW) 10-K/A 2015 FY Annual report (amended)

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)

Florida	47-0978297
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Dept. Office 12a

Greenhill Street

Stratford Upon Avon

Warwickshire, United Kingdom CV376LF

 (Address of principal executive offices, including zip code)

+44 20 8050 2379

(Registrant’s telephone number, including area code)

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.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]

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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Table of Contents

		Page
	A Warning About Forward-Looking Statements	3
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Submission of Matters to a Vote of Security Holders	10
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Shares	11
Item 6.	Selected Financial Data	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	11
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	12
Item 8.	Financial Statements and Supplementary Data	12
	(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.)
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	12
Item 9B.	Other Information	12
PART III
Item 10.	Directors, Executive Officers and Corporate Governance
Item 11.	Executive Summary and Compensation	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accountant Fees and Services	16
PART IV
Item 15.	Exhibits, Financial Statements, Schedules	16
	Index to Financial Statements	16
	Index to Exhibits	16

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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

	Page
Management’s Report on Internal Control Over Financial Reporting	F-2
Independent Auditor’s Report	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Cash Flows	F-5
Statement of Changes in Shareholder’s Equity	F-6
Notes to the Financial Statements	F-7 to F-10
Management’s Discussion and Analysis and Plan of Operation	8

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SIGNATURES

	CLOUDWEB, INC.
	(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 22, 2016	By:	/s/ Zhi De Liao
		Name:Zhi De Liao
		Title: President, Chief Exeutive Officer, Chief Financial Officer, Directro

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EXHIBIT INDEX

SEC Ref. No.	Title of Document	Previously Filed	Filed Herewith
3.1	Articles of Amendment to its Articles of Incorporation with the Florida Department of State on December 3, 2015	*
3.2	Amended Bylaws of Registrant on January 28, 2016.	*
10.1	Share Exchange Agreement, between Cloudweb, Inc., a Florida corporation, and Zhi De Liao, dated January 28, 2016.	*
10.2	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.	*
31.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		*
32.1	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		*
101.INS	XBRL Instance Document(1)		*
101.SCH	XBRL Taxonomy Extension Schema(1)		*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase(1)		*
101.DEF	XBRL Taxonomy Extension Definition Linkbase(1)		*
101.LAB	XBRL Taxonomy Extension Label Linkbase(1)		*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase(1)		*

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