Item 1. Financial Statements.
CHINAWE.COM INC.
UNAUDITED CONDENSED STATEMENTS OF COMPREHENSIVE
LOSS
|
|
|
Six months ended June 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
U.S.$
|
|
|
U.S.$
|
|
|
|
|
|
|
|
|
|
|
Administrative and general expenses
|
|
|
(16,415
|
)
|
|
|
(10,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES
|
|
|
(16,415
|
)
|
|
|
(10,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
(25,000
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
|
(41,415
|
)
|
|
|
(10,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
Foreign currency translation
|
|
|
—
|
|
|
|
—
|
|
|
TOTAL COMPREHENSIVE LOSS
|
|
|
(41,415
|
)
|
|
|
(10,282
|
)
|
|
Basic and diluted loss per share of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.000
|
)
|
|
|
(0.000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares of common stock outstanding
|
|
|
43,800,000
|
|
|
|
43,800,000
|
|
The unaudited condensed financial statements should be read
in conjunction with the accompanying notes.
CHINAWE.COM INC.
UNAUDITED CONDENSED BALANCE SHEETS
|
|
|
|
|
|
As of
|
|
|
As of
|
|
|
|
|
Note
|
|
|
June 30, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
|
|
U.S.$
|
|
|
U.S.$
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
|
|
—
|
|
|
—
|
|
|
Total assets
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
|
|
|
|
|
|
10,906
|
|
|
|
5,244
|
|
|
Due to related parties
|
|
|
4
|
|
|
|
348,620
|
|
|
|
337,867
|
|
|
Income tax payables
|
|
|
5
|
|
|
|
25,000
|
|
|
|
—
|
|
|
Total current liabilities
|
|
|
|
|
|
|
384,526
|
|
|
|
343,111
|
|
|
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.$0.001 per share, authorized
100,000,000 shares, issued and outstanding 43,800,000 shares
|
|
|
|
|
|
|
43,800
|
|
|
|
43,800
|
|
|
Additional paid in capital
|
|
|
|
|
|
|
191,825
|
|
|
|
191,825
|
|
|
Accumulated losses
|
|
|
|
|
|
|
(620,151
|
)
|
|
|
(578,736
|
)
|
|
Accumulated other comprehensive loss
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
Total stockholders’ deficit
|
|
|
|
|
|
|
(384,526
|
)
|
|
|
(343,111
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
The unaudited condensed financial statements should be read
in conjunction with the accompanying notes.
CHINAWE.COM INC.
UNAUDITED CONDENSED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ DEFICIT
|
|
|
Number
of shares
|
|
|
Amount
|
|
|
Additional
paid-in
capital
|
|
|
Accumulated
losses
|
|
|
Total
Stockholders’
Deficit
|
|
|
|
|
|
|
|
|
|
U.S.$
|
|
|
|
U.S.$
|
|
|
|
U.S.$
|
|
|
|
U.S.$
|
|
|
Balance as of January 1, 2016
|
|
|
43,800,000
|
|
|
|
43,800
|
|
|
|
191,825
|
|
|
|
(553,100
|
)
|
|
|
(317,475
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,282
|
)
|
|
|
(10,282
|
)
|
|
Balance as of June 30, 2016
|
|
|
43,800,000
|
|
|
|
43,800
|
|
|
|
191,825
|
|
|
|
(563,382
|
)
|
|
|
(327,757
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2017
|
|
|
43,800,000
|
|
|
|
43,800
|
|
|
|
191,825
|
|
|
|
(578,736
|
)
|
|
|
(343,111
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(41,415
|
)
|
|
|
(41,415
|
)
|
|
Balance as of June 30, 2017
|
|
|
43,800,000
|
|
|
|
43,800
|
|
|
|
191,825
|
|
|
|
(620,151
|
)
|
|
|
(384,526
|
)
|
The unaudited condensed financial statements should be read
in conjunction with the accompanying notes.
CHINAWE.COM INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
|
|
|
Six months
ended June 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
U.S.$
|
|
|
U.S.$
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(41,415
|
)
|
|
|
(10,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other current liabilities
|
|
|
5,662
|
|
|
|
2,798
|
|
|
Increase in income tax payables
|
|
|
25,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN OPERATING ACTIVITIES
|
|
|
(10,753
|
)
|
|
|
(7,484
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advance from related parties
|
|
|
10,753
|
|
|
|
7,484
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
10,753
|
|
|
|
7,484
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
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|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
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|
SUPPLEMENTAL DISCLOSURE
|
|
|
|
|
|
|
|
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|
Interest paid
|
|
|
—
|
|
|
|
—
|
|
|
Taxes paid
|
|
|
—
|
|
|
|
—
|
|
The unaudited condensed financial statements should be read
in conjunction with the accompanying notes.
CHINAWE.COM INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS
The accompanying unaudited condensed financial
statements present the financial position of Chinawe.com Inc. (the “Company” or “Chinawe”) as of June 30,
2017 and December 31, 2016, and the results of operations for the Company for the six months ended June 30, 2017 and 2016.
The accompanying unaudited condensed 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 six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year
ending December 31, 2017.
The balance sheet at December 31,
2016 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 unaudited condensed financial statements
should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2016.
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 March 27, 2009, the Company became a non-operating company.
|
|
3.
|
Going
concern consideration
|
The Company’s unaudited condensed
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 June 30, 2017, the Company had negative working capital
and stockholders’ deficit of U.S.$384,526 and U.S.$384,526, respectively, which raise substantial doubt about its ability
to continue as a going concern.
The Company has relied on private financing
by cash inflows from the principal stockholder and a director of the Company, who have agreed not to demand repayment of amounts
due to them as long as the Company has negative working capital. The director has indicated his intention to finance the Company
for a reasonable period of time to enable the Company to continue as a going concern, assuming that in such a period of time the
Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to
what extent such a period of time would be “reasonable” and there can be no assurance that the financing from the director
will be continued. The accompanying unaudited condensed financial statements do not include or reflect any adjustments that might
result from the outcome of these uncertainties.
|
|
4.
|
Due
to related parties
|
The balances with related parties are as follows:
|
|
|
As of
|
|
|
As of
|
|
|
|
|
June 30, 2017
|
|
|
December 31, 2016
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
U.S.$
|
|
|
|
U.S.$
|
|
|
Advances from a director
|
|
|
348,620
|
|
|
|
337,867
|
|
The
amounts due are unsecured, non-interest bearing and repayable on demand.
The
Company is currently suspended in the State of California due to failure to file income tax returns with the Franchise Tax Board
for numerous years. The Company is also delinquent in filing its U.S. Federal tax returns and information forms for numerous years.
Although for most of such years the Company incurred losses and would not owe taxes except for minimum fees to California, the
failure to file could result in interest and penalties imposed upon the Company which would have a material adverse effect upon
the Company’s financial condition. The Company has started the process of pursuing reinstatement in California and preparing
for filing the past due U.S. Federal tax returns and information forms. As of June 30, 2017, management estimated the taxes, including penalties and interest, to be repaid to be approximately U.S.$25,000.
The Company’s income tax returns
for the years ended December 31, 2016 and 2015 are subject to examination by the Internal Revenue Service and State tax authorities,
generally for three years after they are filed.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
The following discussion should be read
in conjunction with the unaudited condensed financial statements and notes thereto appearing elsewhere in this Form 10-Q. The following
discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking
statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements
include, but are not limited to, those discussed elsewhere in this report.
Overview — Results of Operations
Effective March 27, 2009, the Company
ceased providing professional management services relating to non-performing loans in the People’s Republic of China. The
Company has terminated its employees and closed down its offices. The Company has not identified a specific line of business or
territory for any new business. There can be no assurance that the Company will be successful in identifying a new line of business
that it can enter into or that if such new line of business is identified, that the Company will have adequate funding to commence
operations of a new line of business. A director of the Company has indicated his intention to finance the Company for a reasonable
period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not
be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent such a
period of time would be “reasonable” and there can be no assurance that financing from the director will be continued.
|
|
|
Six months ended June 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
U.S.$
|
|
|
U.S.$
|
|
|
|
|
|
|
|
|
|
|
Administrative and general expenses
|
|
|
(16,415
|
)
|
|
|
(10,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(16,415
|
)
|
|
|
(10,282
|
)
|
|
Income tax expense
|
|
|
(25,000
|
)
|
|
|
—
|
|
|
Net loss
|
|
|
(41,415
|
)
|
|
|
(10,282
|
)
|
SIX MONTHS ENDED JUNE 30, 2017 (UNAUDITED) COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 2016 (UNAUDITED)
LOSS FROM OPERATIONS
The Company’s operating expenses totaled U.S.$16,415 for
the six months ended June 30, 2017, compared to U.S. $10,282 for the six months ended June 30, 2016. The increase was due to an
increase in professional fees.
PROVISION FOR INCOME TAXES
Income tax expense of U.S.$25,000 has been recorded during
the six months ended June 30, 2017 according to management’s estimate of the taxes, including penalties and interest, to be repaid
in order to pursue reinstatement in California.
No income tax expense for the six months ended June 30, 2016 was incurred because the Company reported a net loss.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s unaudited condensed
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 June 30, 2017, the Company had negative working capital
and stockholders’ deficit of U.S.$384,526 and U.S.$384,526, respectively.
The Company has relied on private financing
by cash inflows from the principal stockholder and a director of the Company, who have agreed not to demand repayment of amounts
due to them as long as the Company has negative working capital. A director has indicated his 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 the director
will be continued. The accompanying unaudited condensed financial statements do not include or reflect any adjustments that might
result from the outcome of these uncertainties.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
A company’s financial statements
reflect the selection and application of accounting policies which require management to make significant estimates and assumptions.
Since the Company has no business, we believe there is no critical judgment area in the application of our accounting policies
that currently affects our financial condition and results of operations except for the disclosure set forth above under “LIQUIDITY
AND CAPITAL RESOURCES.”
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 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 rules and forms of the Securities and
Exchange Commission 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.
The Company’s management is responsible
for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable
assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance
with applicable laws and regulations. The Company’s internal controls framework is based on the criteria set forth in the
Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Management’s assessment of the effectiveness
of the Company’s internal control over financial reporting is as of the six months ended June 30, 2017. 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 six months ended June 30, 2017 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.