UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-K

(Mark One)



| | þ | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2016



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from 
to



Commission file number: 000-29169



Chinawe.com Inc.

(Exact name of registrant as specified in
its charter)



|California(State or other jurisdiction ofincorporation or organization) |  | 95-462728(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)

Registrant’s telephone number, including
area code: (852) 23810818



Securities registered pursuant to Section 12(b)
of the Act: None



Securities registered pursuant to Section 12(g)
of the Act: common stock, par value $0.001 per share



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNoþ



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNoþ



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. YesþNoo



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).
YesoNoþ



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 amendment to Form 10-K.þ



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 ̈                        |  | Smaller reporting companyþ
|------------------------ |  | ------------------ |  | --------------------------------------------- |  | --------------------------
|                         |  |                    |  | (Do not check if a smaller reporting company) |  |                           



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesþNo ̈



The aggregate market value of common stock
held by non-affiliates of the registrant (computed by reference to the average bid and asked price on June 30, 2016) was $108,730.
Shares held by each executive officer, director and by each person who owns 10% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.



As of March 24, 2017, there were 43,800,000
shares of common stock, par value $0.001 per share, outstanding.



DOCUMENTS INCORPORATED BY REFERENCE

None.











PART I



Item 1.  Business.



Chinawe.com Inc. (the “Company”,
“Chinawe” or “we”), formerly known as Neo Modern Entertainment Corp. (“Neo Modern”), was formed
pursuant to the corporation laws of the State of California on March 19, 1997.



Chinawe’s principal business was
providing professional management services relating to non-performing loans (“NPLs”) in the People’s Republic
of China (“PRC”), as well as other consulting services. During the first quarter of 2009, the Company’s sole
customer, Huizhou One Limited (“HOL”), issued a notice of termination to terminate its service contracts with the Company
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 in
2015 included the accounts of Chinawe and Officeway Technology Limited (“OTL”), a company incorporated in the British
Virgin Islands in December 1999 (which was formed for the purpose of acquiring (in March 2000) Chinawe Asset Management
Limited, a former subsidiary of Chinawe), through December 31, 2015. The financial statements in 2016 include the accounts of Chinawe
only. The Company sold all of the shares of OTL to an independent third party on December 31, 2015 for a purchase price of U.S.$1.00
(the “OTL Sale”). As a result of the OTL Sale, OTL ceased to be a subsidiary of the Company.



Item  1A. Risk Factors.



Set forth below are certain risks and uncertainties
relating to our business. These are not the only risks and uncertainties we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business. If any of the following risks actually occur, our
business, operating results or financial condition could be materially adversely affected.



RISK RELATED TO OUR BUSINESS



THE COMPANY CURRENTLY HAS NO OPERATING
BUSINESS



The Company is currently seeking one or
more lines of business that it can enter into. The Company, however, 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 it will be successful in operating any such new business. If we do not successfully address these
risks and uncertainties, our financial condition will be materially adversely affected and the Company may have to dissolve.



WE WILL REQUIRE FUNDS TO FINANCE ENTRY
INTO A NEW LINE OF BUSINESS



We will need financing to enter
into a new line of business. We may seek to obtain such funds through sales of equity and/or debt, or other external
financing in order to fund any new operations. There can be no assurance that any capital resources will be available to us,
or, if available, will be on terms that will be acceptable to us. Any equity financing will dilute the equity interests of
existing security holders. If adequate funds are not available or are not available on acceptable terms, our ability to
execute any new business plan and our business will be materially and adversely affected. The principal stockholder and a
director of the Company  have in the past advanced funds to the Company to continue its operations. Although the director has
indicated that he will continue to fund the Company while the Company searches for a new line of business, there can be no
assurance that the director will continue to so fund the Company until a new line of business is located. See “Item 13.
Certain Relationships and Related Transactions, and Director Independence.”













THE COMPANY MAY BE SUBJECT TO INTEREST AND PENALTIES FOR
FAILURE TO FILE FEDERAL AND CALIFORNIA INCOME TAX RETURNS



The Company is deficient in filing its Federal and California
income tax returns and Federal 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 significant interest and penalties
imposed upon the Company. The imposition of such interest and penalties would have a material adverse effect upon the Company’s
financial condition.



RISKS RELATING TO OUR STOCK



BECAUSE OUR COMMON STOCK PRICE IS BELOW
$5.00, WE ARE SUBJECT TO ADDITIONAL RULES AND REGULATIONS.



The Securities and Exchange Commission
(“SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has
a market price (as defined) of less than $5.00 per share, subject to certain exceptions. The Company’s common stock, par
value $0.001 per share (“Common Stock”), presently is a “penny stock”. Because our Common Stock is a “penny
stock”, it is subject to rules that impose additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors. There can be no assurance that the Common Stock will trade
for $5.00 or more per share, or if so, when.



TRADING ON THE OTC MARKETS; POSSIBLE
DELISTING



Absent NASDAQ Capital Market or other NASDAQ
or stock exchange listing, trading, if any, in our Common Stock will, as it presently is, continue on the OTC Markets. As a result,
you may find it difficult to dispose of or to obtain accurate quotations as to the market value of the Common Stock. If delisted,
we cannot predict when, if ever, our class of Common Stock would be re-listed for trading on the OTC Markets or any other market
or exchange as the approval to re-list the Common Stock is subject to review by applicable regulatory authorities.



POSSIBLE TERMINATION OF REGISTRATION
OF OUR COMMON STOCK UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED



The Company may elect to terminate the
registration of the Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the
event the Company so terminates the registration of the Common Stock (i.e., “goes Dark”), the Company’s reporting
obligations under the Exchange Act will be suspended and stockholders will no longer have access to current information about the
Company.



Item 1B.  Unresolved
Staff Comments.



Not applicable.



Item 2.     Properties.



The Company’s headquarters are located
in Kowloon, Hong Kong.



Item 3.    Legal
Proceedings.



We are not engaged in any litigation or
governmental proceedings.



Item 4.    Mine
Safety Disclosures.



Not applicable.



2







PART II



Item 5.     Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.





(a) Our shares of Common Stock are
traded on the OTC Pink marketplace under the symbol “CHWE”. Trading in the Common Stock is limited.



The following table sets forth the range
of high and low bids for our Common Stock for our two most recent fiscal years:



|                                    |  | High (U.S.$) |     |  | Low (U.S.$) | 
|----------------------------------- |  | ------------ | --- |  | ----------- | 
|                                    |  |              |     |  |             | 
|2016                                |  |              |     |  |             | 
|                                    |  |              |     |  |             | 
|January 1, 2016 – March 31, 2016    |  |              | .02 |  |             | 
|April 1, 2016 – June 30, 2016       |  |              | .00 |  |             | 
|July 1, 2016 – September 30, 2016   |  |              | .01 |  |             | 
|October 1, 2016 – December 31, 2016 |  |              | .01 |  |             | 
|                                    |  |              |     |  |             | 
|2015                                |  |              |     |  |             | 
|                                    |  |              |     |  |             | 
|January 1, 2015 – March 31, 2015    |  |              | .04 |  |             | 
|April 1, 2015 – June 30, 2015       |  |              | .06 |  |             | 
|July 1, 2015 – September 30, 2015   |  |              | .04 |  |             | 
|October 1, 2015 – December 31, 2015 |  |              | .04 |  |             | 



The foregoing quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent actual transactions.



On March 30, 2017, the last day the Common
Stock traded, the Common Stock was quoted at U.S.$.01 per share.



(b) As of March 24, 2017, the Company
had 43,800,000 shares of Common Stock outstanding and, as of March 24, 2017, 20 stockholders computed by the number of record holders,
not including holders for whom shares are being held in the name of brokerage houses and clearing agencies.



(c) We have not paid any cash dividends
with respect to our Common Stock, nor does our Board of Directors intend to declare cash dividends on our Common Stock in the foreseeable
future, in order to conserve cash for working capital purposes.



Item 6.     Selected Financial
Data.



Not applicable.



Item 7.     Management’s
Discussion and Analysis of Financial Condition and Results of Operations.



The following discussion should be read
in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K. 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 in “Risk Factors” and elsewhere in this Report.



Overview — Results of Operations



The Company’s financial
statements for the year ended December 31, 2016 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. For the year ended
December 31, 2016, the Company reported a net loss of U.S.$25,636, and as of December 31, 2016 had a negative
working capital and stockholders’ deficit of U.S.$343,111 and U.S.$343,111, respectively. Effective March 27,
2009, the Company ceased providing professional management services relating to NPLs in the PRC. 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, the Company will have adequate funding to commence operations
of a new line of business. 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 Company is also considering de-registering its Common Stock with the SEC with the result that the Company’s
reporting obligations under the Exchange Act will be suspended. See “Item1A. RISK FACTORS-RISKS RELATING TO OUR
STOCK-POSSIBLE TERMINATION OF REGISTRATION OF OUR COMMON STOCK UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED” and  “Item 13.
Certain Relationships and Related Transactions, and Director Independence.”



3







|                                    |  | Year ended December 31, |        
|----------------------------------- |  | ----------------------- | -------
|                                    |  | 2016                    |        
|                                    |  | U.S.$                   |        
|Revenue                             |  |                         | —      
|Administrative and general expenses |  |                         | (25,636
|Gain on disposal of a subsidiary    |  |                         | —      
|                                    |  |                         |        
|Loss before income taxes            |  |                         | (25,636
|Income tax expense                  |  |                         | —      
|                                    |  |                         |        
|Net loss                            |  |                         | (25,636



Year ended December 31, 2016 compared
to the year ended December 31, 2015



Revenues. Revenues for the year
ended December 31, 2016 were U.S.$0 as compared to U.S.$0 for the year ended December 31, 2015. The Company discontinued
its sole business with HOL in March 2009 and has not generated new business in this or any other field since March 2009.



Administrative and general expenses.
Administrative and general expenses for the year ended December 31, 2016 were U.S.$25,636, an increase of 37%, as compared
to U.S.$18,721 for the year ended December 31, 2015. The increase was due to an increase in legal and professional fees.



Gain on disposal of a subsidiary.
On December 31, 2015, we disposed of all of the shares of OTL to an independent third party for a purchase price of $1.00, resulting
in a gain of U.S.$636.



Income tax expense. No income tax
expense for the years ended December 31, 2016 and 2015 was incurred because the Company reported a net loss.



Liquidity and Capital Resources



The Company’s financial
statements for the year ended December 31, 2016 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. For the year ended
December 31, 2016, the Company reported a net loss of U.S.$25,636 and had a negative working capital and
stockholders’ deficit of U.S.$343,111 and U.S.$343,111, respectively. The Company has relied on private financing by
advances from the principal stockholder and a director of the Company, who have agreed not to demand repayment of amounts due to it
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 financial statements do not include or reflect any adjustments that
might result from the outcome of these uncertainties. See “Item 13.
Certain Relationships and Related Transactions, and Director Independence.”



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”.



4







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 revenue 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 revenue is probable. The Company is also
considering de-registering its Common Stock with the SEC with the result that it would no longer have to file periodic reports
with the SEC. See “Item 1A. RISK FACTORS–RISKS RELATING TO OUR STOCK–POSSIBLE TERMINATION OF REGISTRATION OF
OUR COMMON STOCK UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.”



Item 7A.  Quantitative and Qualitative Disclosures
About Market Risk.



Not applicable.



Item 8.  Financial Statements and Supplementary
Data.



The financial statements required by this
Item are set forth at the pages indicated in Item 15 in this Report.



Item 9.  Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure.



Not applicable.



Item 9A. 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 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 SEC 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 fiscal year ended December 31, 2016. 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.



5







This Report does not include an attestation
report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that
permit the Company to provide only management’s report in this Report.



(b) Changes in Internal Controls.



There were no changes in the Company’s
internal control over financial reporting for the year ended December 31, 2016 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial reporting.



Item 9B.  Other Information.



Not applicable.



PART III



Item 10.  Directors, Executive Officers and
Corporate Governance.



Management



The following sets forth information regarding our executive
officers, directors and other key employees:



|Name               |  | Age |  | Title                                                                                
|------------------ |  | --- |  | -------------------------------------------------------------------------------------
|Man Keung Alan Wai |  | 56  |  | Chairman of the Board, Chief Executive Officer, Chief Financial Officer and President
|Man Ying Ken Wai   |  | 51  |  | Vice President and Secretary, Director                                               
|Xiaojiang Zhao     |  | 49  |  | Director                                                                             



The following is a brief account of the
business experience of the above mentioned individuals. References to “our Company” and “since its incorporation”
in the following description refer to Gonet Associates Limited and affiliates and not Neo Modern as it existed prior to the merger
of Chinawe.com Inc., a Delaware corporation, with and into Neo Modern on March 15, 2001.



Mr. Wai, Man Keung Alan —
Chairman of the Board, Chief Executive Officer, Chief Financial Officer and President



Mr. Wai, Man Keung Alan is the founder
of the Company and the Chairman and Chief Executive Officer since its incorporation. He became Chief Financial Officer on August 26,
2010. He is responsible for identifying business opportunities, overall strategic planning and development of the Company. Mr. Wai
has over 15 years of entrepreneurial experience in business development and administration prior to founding Welcon Info-Tech
in Hong Kong in 1997.



Mr. Wai, Man Ying Ken —
Director, Vice President and Secretary



Mr. Wai, Man Ying Ken is the co-founder,
Director, Vice President and Secretary of our Company since its incorporation. He became Secretary on August 26, 2010. He
has responsibility for determining and developing the Company’s direction, establishing operation strategies, considering
economic benefits, assets valuation and financial decision making. Prior to his current position, Mr. Wai was a director in
a Hong Kong-based company specializing in property development and construction. Having co-founded Chinawe with his elder brother
Mr. Wai Man Keung Alan, he has dedicated himself to the development and management of our Company ever since. He studied General
Science at the University of Waterloo, Canada.



Mr. Zhao, Xiaojiang—
Director



Mr. Zhao become a director of the
Company in November 2016. He is a principal and director of Guangdong Rui Sheung Properties Co. Ltd. (“Rui Sheung”),
a Chinese company engaged in the real estate business. Prior to Rui Sheung, he was affiliated with Guangzhou Zan Bu Trade Co.
Ltd. from April 2000 through August 2010. He was affiliated with First Tractor Manufactory from September 1988 through March
2000. Mr.  Zhao holds a diploma from the Henan College of Economics in China.



6







Section 16(a) Beneficial Ownership
Reporting Compliance



Under Federal securities laws, the Company’s
directors, executive officers and any person holding more than 10% of the Company’s Common Stock are required to report their
ownership of the Company’s Common Stock and any changes in that ownership to the SEC on the SEC’s Forms 3, 4 and 5.
Based on the Company not having received copies of any such forms, the Company believes that no officers, directors or owners of
greater than 10% of the Company’s Common Stock engaged in any transactions in the Company’s Common Stock during the
fiscal year ended December 31, 2016.



Code of Ethics



The Company has adopted a Code of Ethics
that applies to all of its directors, officers (including its Chief Executive Officer, Chief Financial Officer, Controller and
any person performing similar functions) and employees. The Company has filed a copy of this Code of Ethics as Exhibit 14
to its Annual Report on Form 10-KSB for the year ended December 31, 2003.



Audit Committee Financial Expert



The Company does not have a standing Audit
Committee and, accordingly, does not have an “Audit Committee Financial Expert” within the meaning of the rules and
regulations of the SEC.



Item 11.  Executive Compensation.



No compensation was paid to the Chief Executive
Officer during the years ended December 31, 2016 and December 31, 2015. No other executive officer received a total annual
salary and bonus exceeding $100,000 during either of such years.



Item 12.  Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.



The following table sets forth information
as of March 24, 2017, regarding the beneficial ownership of Common Stock of (1) each person or group known by us to beneficially
own 5% or more of the outstanding shares of Common Stock, (2) each director and named executive officer and (3) all directors
and executive officers as a group. Unless otherwise noted, the persons named below have sole voting and investment power with respect
to the shares shown as beneficially owned by them.



|Name of Beneficial Owner (1)                      |  | Amount of Beneficial 
Ownership |            |     | Percent of Outstanding 
Shares of Class Owned | 
|------------------------------------------------- |  | ------------------------------- | ---------- | --- | --------------------------------------------- | 
|                                                  |  |                                 |            |     |                                               | 
|Gonet Associates Ltd. (2)                         |  |                                 | 22,054,090 |     |                                               | 
|Man Keung Alan Wai (2)                            |  |                                 | 22,054,090 |     |                                               | 
|Man Ying Ken Wai                                  |  |                                 | 0          |     |                                               | 
|Xiaojiang Zhao                                    |  |                                 | 1,520,000  |     |                                               | 
|Charter One Investments Limited (3)               |  |                                 | 3,800,000  |     |                                               | 
|Properties of Light, LLC(4)                       |  |                                 | 4,196,366  |     |                                               | 
|All officers and directors as a group (3 persons) |  |                                 | 23,574,090 | (2) |                                               | 



|(1) | The address for each of the officers and directors of the Company is c/o our corporate headquarters in Kowloon, Hong Kong.                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                 
|(2) | Man Keung Alan Wai, through his control of Gonet Associates Ltd. (“Gonet”), beneficially owns the shares of Common Stock held by Gonet.         
|    |                                                                                                                                                 
|(3) | The address for Charter One Investments Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.    
|    |                                                                                                                                                 
|(4) | The address for Properties of Light, LLC, a California limited liability company, is 1901 Avenue of the Stars, Suite 240, Los Angeles, CA 90067.

* * *

The following table sets forth information
as of December 31, 2016 with respect to compensation plans (including individual compensation arrangements) under which shares
of the Company’s Common Stock are authorized for issuance:



7







Equity Compensation Plan Information



|                                                           |  |                         |   |  |                      |  |     | Number of securities      | 
|---------------------------------------------------------- |  | ----------------------- | - |  | -------------------- |  | --- | ------------------------- | 
|                                                           |  |                         |   |  |                      |  |     | remaining available for   | 
|                                                           |  | Number of securities to |   |  | Weighted-average     |  |     | future issuance under     | 
|                                                           |  | be issued upon exercise |   |  | exercise price of    |  |     | equity compensation plans | 
|                                                           |  | of outstanding options, |   |  | outstanding options, |  |     | (excluding securities     | 
|                                                           |  | warrants and rights     |   |  | warrants and rights  |  |     | reflected in column (a))  | 
|Plan category                                              |  | (a)                     |   |  | (b)                  |  |     | (c)                       | 
|Equity compensation plans approved by security holders     |  |                         | 0 |  |                      |  | N/A |                           | 
|                                                           |  |                         |   |  |                      |  |     |                           | 
|Equity compensation plans not approved by security holders |  |                         | 0 |  |                      |  | N/A |                           | 
|                                                           |  |                         |   |  |                      |  |     |                           | 
|Total                                                      |  |                         | 0 |  |                      |  | N/A |                           | 



Item 13.  Certain Relationships and Related
Transactions, and Director Independence.



The following chart shows advances and repayments made in the
year ended December 31, 2016:



|Name               |  | Advances 
made |        |  | Repayment made |  |   | Balance | 
|------------------ |  | -------------- | ------ |  | -------------- |  | - | ------- | 
|                   |  | U.S.$          |        |  | U.S.$          |  |   | U.S.$   | 
|                   |  |                |        |  |                |  |   |         | 
|Man Keung Alan Wai |  |                | 24,192 |  |                |  | — |         | 



The Company’s Board of
Directors consists of Man Keung Alan Wai, Man Ying Ken Wai and Xiaojiang Zhao. Mr.  Zhao is the only director who is
“independent” as such term is defined in the Corporate Governance Rules of the Nasdaq Stock Market.



Item 14.  Principal Accountant Fees and Services.



As disclosed in a Current Report on Form
8-K filed with the SEC on March 21, 2016, (i) Parker Randall CF (H.K.) CPA Limited (“Parker Randall”) resigned as the
Company’s independent registered public accounting firm on March 18, 2016 and (ii) the Company appointed Moore Stephens CPA
Limited (“Moore Stephens”) as the Company’s new independent registered public accounting firm on March 18, 2016.



Audit Fees.



The aggregate fees billed for the fiscal
years ended December 31, 2016 and 2015 for professional services rendered by Moore Stephens for the audit of the Company’s
annual financial statements for the year ended December 31, 2016 and 2015 and the review of the financial statements included in
our quarterly reports on Form 10-Q for the year ended December 31, 2016 were U.S.$5,500 and U.S.$2,500, respectively.



The aggregate fees billed for the review
of the financial statements included in our quarterly reports on Form 10-Q for the year ended December 31, 2015 rendered by Parker
Randall was U.S.$3,000.



Audit-Related Fees.



The Company did not pay any audit-related
fees to Moore Stephens or Parker Randall for the fiscal years ended December 31, 2016 and 2015.



8







Tax Fees.



Neither Moore
Stephens nor Parker Randall provided any tax services to the Company in either of the fiscal years ended December 31, 2016
and 2015.



All Other Fees.



Neither Moore Stephens nor Parker Randall
provided any other services to the Company in either of the fiscal years ended December 31, 2016 and 2015.



PART IV



Item 15.  Exhibits and Financial Statement
Schedules



|                                                                                                           | PAGE
|---------------------------------------------------------------------------------------------------------- | ----
|                                                                                                           |     
|Financial Statements of Chinawe.com Inc.:                                                                  |     
|                                                                                                           |     
|Report of Independent Registered Public Accounting Firm                                                    | F-1 
|                                                                                                           |     
|Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2016 and 2015               | F-2 
|                                                                                                           |     
|Consolidated Balance Sheets as of December 31, 2016 and 2015                                               | F-3 
|                                                                                                           |     
|Consolidated Statements of Changes in Stockholders’ Deficit for the Years ended December 31, 2016 and 2015 | F-4 
|                                                                                                           |     
|Consolidated Statements of Cash Flows for the Years ended December 31, 2016 and 2015                       | F-5 
|                                                                                                           |     
|Notes to Consolidated Financial Statements                                                                 | F-6 



(b) EXHIBITS



| | Exhibit No. |      | Description
| | ----------- | ---- | -----------
| |             |      |            
| | 3.          | (i)  |            
| | 3.          | (ii) |            
| | 14          |      |            
| | 31.1        |      |            
| | 31.2        |      |            
| | 32.1        |      |            
| | 32.2        |      |            



|1 | Filed as an exhibit to our Company’s Form 10-SB, as filed with the SEC on May 19, 2000, and hereby incorporated by reference herein.                    
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                         
|2 | Filed as an exhibit to our Company’s Annual Report on Form 10-KSB, as filed with the SEC on April 14, 2005, and hereby incorporated by reference herein.



Item 16.  Form 10-K Summary



Not applicable.



9







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





|Date: March 31, 2017 | CHINAWE.COM INC .
        (Registrant)
|-------------------- | --------------------------------------
|                     |                                       
|                     | By:                                   
|                     |                                       
|                     |                                       



Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.





|SIGNATURES             |  | TITLE                                                                                                      |  | DATE          
|---------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | --------------
|                       |  |                                                                                                            |  |               
|/s/ Man Keung Alan Wai |  | Chairman of the Board, Chief Executive Officer,                                                            |  | March 31, 2017
|Man Keung Alan Wai     |  | Chief Financial Officer and Director
        (Principal Executive Officer and Principal Financial Officer) |  |               
|                       |  |                                                                                                            |  |               
|/s/ Man Ying Ken Wai   |  | Vice President of Marketing, Secretary and Director                                                        |  | March 31, 2017
|Man Ying Ken Wai       |  |                                                                                                            |  |               
|                       |  |                                                                                                            |  |               
|/s/ Xiaojiang Zhao     |  | Director                                                                                                   |  | March 31, 2017
|Xiaojiang Zhao         |  |                                                                                                            |  |               





10











REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM



To the Stockholders and the Board of Directors of
CHINAWE.COM INC.



We have audited the accompanying balance
sheet of Chinawe.com Inc. (the “Company”) as of December 31, 2016 and the related statements of comprehensive
loss, changes in stockholders’ deficit and cash flows for the year ended December 31, 2016. We have also audited the
accompanying consolidated balance sheet of the Company and its subsidiary (collectively referred to as the “Company”)
as of December 31, 2015 and the related statements of comprehensive loss, changes in stockholders’ deficit and cash flows
for the year ended December 31, 2015. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2016
and 2015 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2016,
in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As of December 31, 2016, the Company had negative
working capital and stockholders’ deficit of U.S.$343,111 and U.S.$343,111, respectively, which raise substantial doubt about
its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2(b). The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Moore Stephens CPA Limited

Certified Public Accountants
Hong Kong
March 31, 2017



F-1







CHINAWE.COM INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS



|                                                              |  | Year ended December 31, |           
|------------------------------------------------------------- |  | ----------------------- | ----------
|                                                              |  | 2016                    |           
|                                                              |  | U.S.$                   |           
|                                                              |  |                         |           
|Administrative and general expenses                           |  |                         | (25,636   
|                                                              |  |                         |           
|LOSS FROM OPERATIONS                                          |  |                         | (25,636   
|                                                              |  |                         |           
|NON-OPERATING INCOME                                          |  |                         |           
|Gain on disposal of a subsidiary                              |  |                         | —         
|                                                              |  |                         |           
|LOSS BEFORE INCOME TAXES                                      |  |                         | (25,636   
|                                                              |  |                         |           
|Income tax expense                                            |  |                         | —         
|                                                              |  |                         |           
|NET LOSS                                                      |  |                         | (25,636   
|                                                              |  |                         |           
|OTHER COMPREHENSIVE INCOME                                    |  |                         |           
|Foreign currency translation                                  |  |                         | —         
|                                                              |  |                         |           
|TOTAL COMPREHENSIVE LOSS                                      |  |                         | (25,636   
|                                                              |  |                         |           
|Basic and diluted loss per share of common stock              |  |                         | 0.000     
|                                                              |  |                         |           
|Weighted average number of shares of common stock outstanding |  |                         | 43,800,000



See accompanying notes to consolidated financial statements.





F-2







CHINAWE.COM INC.
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS



|                                                                                                                      |  |      |   |  | As of        |  |          | As of        | 
|--------------------------------------------------------------------------------------------------------------------- |  | ---- | - |  | ------------ |  | -------- | ------------ | 
|                                                                                                                      |  |      |   |  | December 31, |  |          | December 31, | 
|                                                                                                                      |  | Note |   |  | 2016         |  |          | 2015         | 
|                                                                                                                      |  |      |   |  | U.S.$        |  |          | U.S.$        | 
|ASSETS                                                                                                                |  |      |   |  |              |  |          |              | 
|Total current assets                                                                                                  |  |      |   |  |              |  | —        |              | 
|                                                                                                                      |  |      |   |  |              |  |          |              | 
|TOTAL ASSETS                                                                                                          |  |      |   |  |              |  | —        |              | 
|                                                                                                                      |  |      |   |  |              |  |          |              | 
|LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                 |  |      |   |  |              |  |          |              | 
|Current liabilities:                                                                                                  |  |      |   |  |              |  |          |              | 
|Accrued expenses and other current liabilities                                                                        |  |      |   |  |              |  | 5,244    |              | 
|Due to related parties                                                                                                |  |      | 3 |  |              |  | 337,867  |              | 
|Total current liabilities                                                                                             |  |      |   |  |              |  | 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   |              | 
|Additional paid-in capital                                                                                            |  |      |   |  |              |  | 191,825  |              | 
|Accumulated losses                                                                                                    |  |      |   |  |              |  | (578,736 | )            | 
|Accumulated other comprehensive loss                                                                                  |  |      |   |  |              |  | —        |              | 
|Total stockholders’ deficit                                                                                           |  |      |   |  |              |  | (343,111 | )            | 
|                                                                                                                      |  |      |   |  |              |  |          |              | 
|TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                           |  |      |   |  |              |  | —        |              | 



See accompanying notes to consolidated financial statements.



F-3







CHINAWE.COM INC.
AND SUBSIDIARY

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, 2015                           |  |                  | 43,800,000 |  |        |  | 43,800 |                              |  |  | 84,560             |  |                             | (535,015)
|Net loss for the year                                   |  |                  | —          |  |        |  | —      |                              |  |  | —                  |  |                             | (18,085) 
|Waiver of amount due from a subsidiary by a stockholder |  |                  |            |  |        |  |        |                              |  |  | 107,265            |  |                             |          
|Balance as of December 31, 2015                         |  |                  | 43,800,000 |  |        |  | 43,800 |                              |  |  | 191,825            |  |                             | (553,100)
|                                                        |  |                  |            |  |        |  |        |                              |  |  |                    |  |                             |          
|Net loss for the year                                   |  |                  | —          |  |        |  | —      |                              |  |  | —                  |  |                             | (25,636) 
|Balance as of December 31, 2016                         |  |                  | 43,800,000 |  |        |  | 43,800 |                              |  |  | 191,825            |  |                             | (578,736)



See accompanying notes to consolidated financial statements.





F-4







CHINAWE.COM INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                            |  | Year ended December 31, |        
|--------------------------------------------------------------------------- |  | ----------------------- | -------
|                                                                            |  | 2016                    |        
|                                                                            |  | U.S.$                   |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                         |        
|Net loss                                                                    |  |                         | (25,636
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                         |        
|Accrued expenses and other current liabilities                              |  |                         | 1,444  
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                         | (24,192
|                                                                            |  |                         |        
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                         |        
|Advance from related parties                                                |  |                         | 24,192 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                         | 24,192 
|                                                                            |  |                         |        
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                     |  |                         | —      
|Cash and cash equivalents, beginning of period                              |  |                         | —      
|Effect of exchange rate changes                                             |  |                         | —      
|                                                                            |  |                         |        
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                    |  |                         | —      
|                                                                            |  |                         |        
|SUPPLEMENTAL DISCLOSURE                                                     |  |                         |        
|Interest paid                                                               |  |                         | —      
|Taxes paid                                                                  |  |                         | —      



See accompanying notes to consolidated financial statements.



F-5







CHINAWE.COM INC.
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. DESCRIPTION OF BUSINESS AND
ORGANIZATION STRUCTURE

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 in
2015 included the accounts of Chinawe and Officeway Technology Limited (“OTL”), a company incorporated in the British
Virgin Islands in December 1999 (hereinafter collectively referred to as the “Company”), up to the date of disposal
on December 31, 2015. The financial statements in 2016 include the accounts of Chinawe only.



On December 31, 2015, all the shares of
OTL were sold to an independent third party. Accordingly, OTL ceased to be a subsidiary of Chinawe on such date.



2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



(a) Basis of accounting



The financial statements have been prepared
in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”).
The functional and reporting currency of the Company is U.S. dollars (“U.S.$”).



(b) 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 December 31, 2016, the Company had negative working capital and stockholders’
deficit of U.S.$343,111 and U.S.$343,111, 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 financial statements
do not include or reflect any adjustments that might result from the outcome of these uncertainties.



F-6







CHINAWE.COM INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)



(c) Principles of consolidation



The financial statements in 2015 included
the accounts of Chinawe and its subsidiary. All material inter-company balances and transactions have been eliminated in consolidation.



(d) Cash and cash equivalents



The Company considers all highly liquid
investments purchased with an original maturity of three months or less that are readily convertible into a known amount of cash
to be cash equivalents.



(e) Revenue recognition



The Company has no business currently.



(f) Income taxes



Provision for income and other taxes has
been made in accordance with the tax rates and laws of the countries in which the Company operates.



Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.



Financial Accounting Standards Board Accounting
Standards Codification 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial
statements, and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. It also provides accounting guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure and transition. Interest and penalties from tax assessments,
if any, are included in income taxes in the consolidated statement of comprehensive loss.



(g) Earnings (loss) per common
share



Basic earnings (loss) per share amounts
are based on the weighted average shares of common stock outstanding. Diluted earnings (loss) per share assume the conversion,
exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the
effect is to reduce a loss or increase earnings per share. The Company had no potential common stock instruments which would result
in diluted earnings (loss) per share in 2016 or 2015.



F-7







CHINAWE.COM INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



(h) Foreign currency translation



The Company’s functional currency
is the U.S.$, which is the currency of the primary economic environment in which the Company operates. The financial statements
are presented in U.S.$.



All transactions in currencies other than
functional currency during the year are translated at the exchange rates prevailing on the respective transaction dates. Monetary
assets and liabilities existing at the balance sheet date denominated in currencies other than functional currency are remeasured
at the exchange rates existing on that date. Exchange differences are recorded in the consolidated statement of comprehensive loss.



(i) Use of estimates



The preparation of financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.



(j) Fair value of financial instruments



The estimated fair values for financial
instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties
and cannot be determined with precision. The estimated fair values of the Company’s financial instruments, which include
related party balances, approximate their carrying value in the financial statements.



3. RELATED PARTY BALANCES AND TRANSACTIONS



The balances with related parties are as follows:



|                         |  | As of                  |         |  | As of                  | 
|------------------------ |  | ---------------------- | ------- |  | ---------------------- | 
|                         |  | December 31, 
    2016 |         |  | December 31, 
    2015 | 
|                         |  | U.S. $                 |         |  | U.S. $                 | 
|Advances from a director |  |                        | 337,867 |  |                        | 



A stockholder waived the amount due from
OTL of U.S.$107,265 during the year ended December 31, 2015 and such amount was recorded in additional paid-in capital.



The amounts due are unsecured, interest free and repayable on
demand.



F-8







CHINAWE.COM INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4. CONTINGENCIES



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 decided
not to pursue reinstatement in California or prepare and file past due U.S. Federal tax returns and information forms until it
has formulated a plan for once again becoming an operating company. Management is unable to estimate the possible losses with a
reasonable degree of uncertainty.



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 due or filed, whichever is later.



F-9







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