Quarterly Report (10-q)

Table of Contents

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(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, 2014

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 1208, 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 November 13, 2014
Common Stock, $.001 par value		43,800,000

 

 

 

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Table of Contents

TABLE OF CONTENTS

 

		PAGE
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Operations for the Nine months ended September  30, 2014 and 2013 (unaudited)			3
Condensed Consolidated Balance Sheets at September 30, 2014 (unaudited) and December 31, 2013			4
Condensed Consolidated Statements of Stockholders’ Equity for the Nine months ended September  30, 2014 and 2013 (unaudited)			5
Condensed Consolidated Statements of Cash Flows for the Nine months ended September  30, 2014 and 2013 (unaudited)			6
Notes to Financial Statements			7
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
ITEM 4. CONTROLS AND PROCEDURES			11
PART II — OTHER INFORMATION
ITEM 6. EXHIBITS			12
SIGNATURES			13
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

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PART I — FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

CHINAWE.COM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

						For the Nine months ended September 30,
		Note				2014				2013
						U.S.$				U.S.$
Administrative and general expenses							(15,844	)			(9, 241	)
INCOME/(LOSS) FROM OPERATIONS							(15,844	)			(9, 241	)
INCOME/(LOSS) BEFORE INCOME TAXES							(15,844	)			(9, 241	)
Income tax expense			5				—				—
NET INCOME/(LOSS)							(15,844	)			(9, 241	)
OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign currency translation							—				—
COMPREHENSIVE INCOME/(LOSS)							(15,844	)			(9, 241	)
Basic and diluted net income per share of common stock							(0.0004	)			(0.0002	)
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.

 

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CHINAWE.COM INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		Note				As of September 30, 2014				As of December 31, 2013
						(unaudited)				(derived from audited financial statements)
						U.S.$				U.S.$
ASSETS
TOTAL ASSETS							—				—
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses and other current liabilities							5,335				736
Due to related parties			4				398,620				387,375
Total current liabilities							403,955				388,111
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							(532,315	)			(516,471	)
Accumulated other comprehensive loss							—				—
Total stockholders’ deficit							(403,955	)			(388,111	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT							—				—

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, 2012			43,800,000				43,800				84,560				(500,802	)			—				(372,442	)
Comprehensive income/(loss):
Net loss for the period			—				—				—				(9,241	)			—				(9,241	)
Currency translation adjustment			—				—				—				—				—				—
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	)
Balance as of December 31, 2013			43,800,000				43,800				84,560				(516,471	)			—				(388,111	)
Comprehensive income/(loss):
Net loss for the period			—				—				—				(15,844	)			—				(15,844	)
Total comprehensive income/(loss)			—				—				—				(15,844	)			—				(15,844	)
Balance as of September 30, 2014			43,800,000				43,800				84,560				(532,315	)			—				(403,955	)

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,
		2014				2013
		U.S.$				U.S.$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)			(15,844	)			(9,241	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			—				—
Changes in operating assets and liabilities:
Prepayments, deposits and other receivables			—				—
Accrued expenses and other current liabilities			—				(5,029	)
Surcharge on taxes			—				—
Income tax payable			—				—
NET CASH USED IN OPERATING ACTIVITIES			(15,844	)			(14,270	)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES			—				—
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt			—				—
Advance from related parties			15,844				14,270
Repayment to related parties			—				—
NET CASH PROVIDED BY FINANCING ACTIVITIES			15,844				14,270
NET DECREASE IN CASH AND CASH EQUIVALENTS			—				—
Cash and cash equivalents, beginning of period			—				—
Foreign currency translation on cash and cash equivalents			—				—
CASH AND CASH EQUIVALENTS, END OF PERIOD			—				—
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 the Company as of September 30, 2014 and December 31, 2013, and its results of operations for the nine months ended September 30, 2014 and 2013. 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, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

The balance sheet at December 31, 2013 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, 2013.

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 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, 2014, the Company had negative working capital and stockholders’ deficit of U.S.$403,955 and U.S.$403,955, 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.

 

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4. Due to related parties

The balances with related parties are as follows:

 

Note

As of September 30, 2014

As of December 31, 2013

(Unaudited)

U.S.$

U.S.$

Advances from stockholders

(a

)

398,620

387,375

 

(a)

The amounts due are unsecured, non-interest bearing and repayable on demand. During the nine months ended September 30, 2014 and 2013, the Company received advances from related parties of U.S.$15,844 and U.S.$14,270, respectively. In addition, during the nine months ended September 30, 2014 and 2013, the Company repaid advances of U.S.$0 and U.S.$0, respectively, to related parties.

5. Income tax expense

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,
		2014				2013
		U.S.$				U.S.$
Loss from operations			(15,844	)			(9,241	)
Finance costs			—				—
Other income			—				—
Loss before taxation			(15,844	)			(9,241	)
Taxation			—				—
Net loss attributable to discontinued operations			(15,844	)			(9,241	)

NINE MONTHS ENDED SEPTEMBER 30, 2014 (UNAUDITED) COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED)

LOSS FROM OPERATIONS

The Company’s operating expenses totaled U.S.$15,844 for the nine months ended September 30, 2014, compared to U.S.$9,241 for the nine months ended September 30, 2013.

NET NON-OPERATING EXPENSES

Net non-operating expenses for the nine months ended September 30, 2014 totaled US$0, compared to US$0 for the nine months ended September 30, 2013.

PROVISION FOR INCOME TAXES

No income tax expense for the nine months ended September 30, 2014 and 2013 was incurred because the Company and its subsidiaries 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, 2014 and September 30, 2013 were U.S.$0 and U.S.$0, respectively.

Net cash used in operating activities was U.S.$15,844 and U.S.$14,270 for the nine months ended September 30, 2014 and 2013, respectively.

Net cash provided by financing activities was U.S.$15,844 and U.S.$14,270 for the nine months ended September 30, 2014 and 2013, respectively. The increase in net cash provided by financing activities mainly resulted from the increase in net advances from related parties.

During the nine months ended September 30, 2014 and 2013, the Company neither entered 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, 2014 and 2013, 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.

The Company is considering de-registering its common stock with the Securities and Exchange Commission (“SEC”) with the result that its shares would be traded on the OTC Pink marketplace of the OTC Markets Group. In addition, as a result of changes to the OTCQB Marketplace effective May 1, 2014, the Company may be required to move from the OTCQB Marketplace to the OTC Pink marketplace.

 

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 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, 2014. 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, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II — OTHER INFORMATION

 

Item  6.

Exhibits.

 

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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SIGNATURES

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: November 14, 2014		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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EXHIBIT 31.1

CERTIFICATIONS

I, Man Keung Wai, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of Chinawe.com Inc.;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 14, 2014

 

/s/ Man Keung Wai

Man Keung Wai

Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

I, Man Keung Wai, certify that:

 

1.	I have reviewed this quarterly report on Form 10-Q of Chinawe.com Inc.;

 

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: November 14, 2014

 

/s/ Man Keung Wai

Man Keung Wai Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Chinawe.com Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Man Keung Wai, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Man Keung Wai

Chief Executive Officer

November 14, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Chinawe.com Inc. and will be retained by Chinawe.com Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Chinawe.com Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Man Keung Wai, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

The information contained in the Report fairly represents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Man Keung Wai

Chief Financial Officer

November 14, 2014

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Chinawe.com Inc. and will be retained by Chinawe.com Inc. and furnished to the Securities and Exchange Commission or its staff upon request.