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, 2009
 OR
 o
    
    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
    
    95-462728(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 (Address of principal executive offices) (Zip Code)
 Securities registered pursuant to Section 12(b) of the Act:   Securities registered pursuant to Section 12(g) of the Act:
 Yes o No þ
 Yes o No þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes þ No o
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



Item 1.
    
    Business.
       Item 1A.
    
    Risk Factors.
  RISK RELATED TO OUR BUSINESS
 THE COMPANY CURRENTLY HAS NO OPERATING BUSINESS
  WE WILL REQUIRE FUNDS TO FINANCE ENTRY INTO A NEW LINE OF BUSINESS
  RISKS RELATING TO OUR STOCK
 POSSIBLE DELISTING OF OUR STOCK FROM TRADING ON THE ELECTRONIC BULLETIN BOARD
  BECAUSE OUR COMMON STOCK PRICE IS BELOW $5.00, WE ARE SUBJECT TO ADDITIONAL RULES AND REGULATIONS.
   Item 1B.
    
    Unresolved Staff Comments.
  Item 2.
    
    Properties.
  Item 3.
    
    Legal Proceedings.
  Item 4.
    
    Submission of Matters to a Vote of Security Holders.
   1




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##### 



Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
    High
    
    
    Low2009January 1, 2009 - March 31, 2009
    
    
    .01
    
    
    
    .00April 1, 2009 - June 30, 2009
    
    
    .01
    
    
    
    .00July 1, 2009 - September 30, 2009
    
    
    .00
    
    
    
    .00October 1, 2009 - December 31, 2009
    
    
    .02
    
    
    
    .012008January 1, 2008 - March 31, 2008
    
    
    .08
    
    
    
    .03April 1, 2008 - June 30, 2008
    
    
    .04
    
    
    
    .02July 1,
2008 - September 30, 2008
    
    
    .04
    
    
    
    .01October 1, 2008 - December 31, 2008
    
    
    .01
    
    
    
    .00
     Item 6.
    
    Selected Financial Data.
   2




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##### 



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview  Results of Operations
   Year ended December 31, 2009 compared to the year ended December 31, 2008
 Revenues.
 Expenses.
  Taxation.
     3




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##### 



Critical Accounting Policies and Estimates
     Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  Item 8.
    
    Financial Statements and Supplementary Data.
  Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
     4




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##### 



Item 9A.
    
    Controls and Procedures.
       5




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##### 



Item 9B.
    
    Other Information.
   Item 10.
    
    Directors, Executive Officers and Corporate Governance.
   Name
    
    Age
    
    TitleMan Keung Alan Wai
    
    
    49
    
    
    Chairman of the Board,
Chief Executive Officer, and
PresidentMan Ying Ken Wai
    
    
    44
    
    
    Vice President, DirectorBarry Yiu
    
    
    49
    
    
    Vice President, DirectorVivian Wai Wa Chu
    
    
    39
    
    
    Chief Financial Officer,
Secretary and Director
     6




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7




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##### 



Item 11.
    
    Executive Compensation.
  
    
    Recruiting and retaining talented leadership.
 
    
    Implementing measurable performance targets.
 
    
    Correlating compensation directly with shareowner value.
 
    
    Emphasizing performance based compensation, progressively weighted with seniority level.
 
    
    Adherence to high ethical, safety and leadership standards.
      8




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##### 



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  Percent of OutstandingName of Beneficial Owner(1)
    
    Amount of Beneficial Ownership
    
    
    Shares of Class OwnedGonet Associates Ltd
    
    
    22,054,090
    
    
    
    50.4Man Keung Alan Wai(2)
    
    
    22,054,090
    
    
    
    50.4Man Ying Ken Wai
    
    
    0
    
    
    
    0Barry Yiu
    
    
    3,800,000
    (3)
    
    
    8.7Vivian Wai Wa Chu
    
    
    0
    
    
    
    0Charter One Investments Limited(4)
    
    
    3,800,000
    
    
    
    8.7All officers and directors as a group (4 persons)
    
    
    25,854,090
    (2)(3)
    
    
    59.1
 (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 Wai, through his control of Gonet Associates Ltd., beneficially owns the shares of
Common Stock held by Gonet.(3)
    
    By virtue of his ownership interest in Charter One Investments Limited, Mr. Yiu may be deemed
to beneficially own the shares of Common Stock owned by Charter One Investments Limited.(4)
    
    The address for Charter One Investments Limited is P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands. Barry Yiu is a director of Charter One
Investments Limited.  9




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##### 



Number of securitiesremaining available forNumber of securities to
    
    
    Weighted-average
    
    
    future issuance underbe issued upon exercise
    
    
    exercise price of
    
    
    equity compensation plansof outstanding options,
    
    
    outstanding options,
    
    
    (excluding securitieswarrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    0
    
    
    
    N/A
    
    
    
    0Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    N/A
    
    
    
    5,000,000Total
    
    
    0
    
    
    
    N/A
    
    
    
    5,000,000
      10




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##### 



Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
  Name
    
    Advances made
    
    
    Repayment made
    
    
    Balance$
    
    
    
    $
    
    
    
    $Gonet Associates Ltd. (1)
    
    
    
    
    
    
    203,589
    
    
    
    90,015Man Keung Alan Wai
    
    
    456,801
    
    
    
    16,977
    
    
    
    1,030,760Man Ying Ken Wai
    
    
    
    
    
    
    
    
    
    
    14,569Vivian Wai Wa Chu
    
    
    
    
    
    
    9,072
    
    
    
    1,831
 (1)
    
    Gonet Associates Ltd. is controlled by Man Keung Alan Wai.   11




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##### 



Item 14.
    
    Principal Accountant Fees and Services.
          Item 15.
    
    Exhibits and Financial Statement Schedules.
   Report of Independent Registered Public Accounting Firm
    
    F-2Report of Independent Registered Public Accounting Firm
    
    F-3Consolidated Statements of Operations
    
    F-4Consolidated Balance Sheets
    
    F-5Consolidated Statements of Changes in Stockholders Deficit
    
    F-6Consolidated Statements of Cash Flows
    
    F-7Notes to and Forming Part of the Financial Statements
    
    F-8  F-16
  12




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##### 



Exhibit No.
    
    Description3.
    (i)
    
    Articles of Incorporation (1)3.
    (ii)
    
    By-Laws (1)10.1
    
    
    Chinawe.com Inc. 2001 Restricted Stock Plan (3)14
    
    
    Code of Ethics (6)21
    
    
    Subsidiaries23.1
    
    
    Consent of Mazars CPA Limited23.2
    
    
    Consent of Parker Randall CF (H.K.) CPA Limited31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification32.1
    
    
    Section 1350 Certification of Chief Executive Officer32.2
    
    
    Section 1350 Certification of Chief Financial Officer
 1
    
    Filed as an exhibit to our Companys Form 10-SB, as filed with the Securities and Exchange
Commission on May 19, 2000, and hereby incorporated by reference herein.2
    
    Filed as an exhibit to our Companys Information Statement, as filed with the Securities and
Exchange Commission on February 12, 2001, and hereby incorporated by reference herein.3
    
    Filed as an exhibit to our Companys Form S-8, as filed with the Securities and Exchange
Commission on October 17, 2001, and hereby incorporated by reference herein.4
    
    Filed as an exhibit to our Companys Quarterly Report on Form 10-QSB, as filed with the
Securities and Exchange Commission on August 23, 2005, and hereby incorporated by reference herein.5
    
    Filed as an exhibit to our Companys Quarterly Report on Form 10-QSB, as filed with the
Securities and Exchange Commission on May 23, 2005, and hereby incorporated by reference herein.6
    
    Filed as an exhibit to our Companys Annual Report on Form 10-KSB, as filed with the Securities
and Exchange Commission on April 14, 2005, and hereby incorporated by reference herein.  13




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##### 



Report of Independent Registered Public Accounting Firm
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Statements of Operations
    
    
    F-4Consolidated Balance Sheets
    
    
    F-5Consolidated Statements of Changes in Stockholders Deficit
    
    
    F-6Consolidated Statements of Cash Flows
    
    
    F-7Notes to and Forming Part of the Financial Statements
    
    
    F-8  F-16
   F-1




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##### 



F-2




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##### 



F-3




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##### 



Year ended December 31,NOTE
    
    
    2009
    
    
    2008US$
    
    
    US$OPERATING REVENUESAsset management and related services
    
    
    
    
    
    
    131,462
    
    
    
    745,425131,462
    
    
    
    745,425Depreciation of property, plant and equipment
    
    
    
    
    
    
    (9,528
    )
    
    
    (41,155
    )Impairment loss on property, plant and
equipment
    
    
    
    
    
    
    
    
    
    
    (17,882
    )Administrative and general expenses
    
    
    
    
    
    
    (481,573
    )
    
    
    (976,434
    )LOSS FROM OPERATIONS
    
    
    
    
    
    
    (359,639
    )
    
    
    (290,046
    )NON-OPERATING INCOME (EXPENSE)Other income
    
    
    
    
    
    
    3,918
    
    
    
    12,594Interest
    
    
    
    
    
    
    (3,923
    )
    
    
    (19,526
    )Surcharge on taxes
    
    
    
    
    
    
    (102,632
    )
    
    
    (100,530
    )LOSS BEFORE INCOME TAXES
    
    
    
    
    
    
    (462,276
    )
    
    
    (397,508
    )Income tax expense
    
    
    5
    
    
    
    
    
    
    
    NET LOSS
    
    
    
    
    
    
    (462,276
    )
    
    
    (397,508
    )OTHER COMPREHENSIVE LOSSForeign currency translation
    
    
    
    
    
    
    1,424
    
    
    
    (18,774
    )COMPREHENSIVE LOSS
    
    
    
    
    
    
    (460,852
    )
    
    
    (416,282
    )Basic and diluted net income
per share of common stock
    
    
    
    
    
    
    (0.0105
    )
    
    
    (0.0091
    )Weighted average number of shares
of common stock outstanding
    
    
    
    
    
    
    43,800,000
    
    
    
    43,800,000
   F-4




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##### 



As of December 31,Note
    
    
    2009
    
    
    2008US$
    
    
    US$ASSETSCurrent assets:Cash and cash equivalents
    
    
    
    
    
    
    33,427
    
    
    
    339,538Prepayments, deposits and other debtors
    
    
    
    
    
    
    18,121
    
    
    
    30,419Due from a director
    
    
    
    
    
    
    254,918
    
    
    
    Due from the related parties
    
    
    
    
    
    
    5,523
    
    
    
    Total current assets
    
    
    
    
    
    
    311,989
    
    
    
    369,957Property, plant and equipment, net
    
    
    3
    
    
    
    3,208
    
    
    
    12,741TOTAL ASSETS
    
    
    
    
    
    
    315,197
    
    
    
    382,698LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accrued expenses and other current liabilities
    
    
    
    
    
    
    272,476
    
    
    
    294,208Customer deposits received
    
    
    
    
    
    
    
    
    
    
    134,952Current portion of long-term debt
    
    
    4
    
    
    
    7,216
    
    
    
    20,100Due to related parties
    
    
    6
    
    
    
    1,392,093
    
    
    
    920,193Income tax payable
    
    
    
    
    
    
    453,673
    
    
    
    457,618Surcharge on taxes
    
    
    
    
    
    
    355,520
    
    
    
    253,335Total current liabilities
    
    
    
    
    
    
    2,480,978
    
    
    
    2,080,406Long term liabilities:Non-current portion of long-term debt
    
    
    4
    
    
    
    
    
    
    
    7,222Contingencies and commitments
    
    
    9Stockholders deficit:Preferred stock, par value US$0.001 per
share; authorized 20,000,000 shares; none
issuedCommon stock, par value US$0.001 per share;
authorized 100,000,000 shares; issued and outstanding 43,800,000 shares
    
    
    
    
    
    
    43,800
    
    
    
    43,800Capital in excess of par
    
    
    
    
    
    
    85,948
    
    
    
    85,948Accumulated losses
    
    
    
    
    
    
    (2,290,734
    )
    
    
    (1,828,458
    )Accumulated other comprehensive loss
    
    
    
    
    
    
    (4,796
    )
    
    
    (6,220
    )Total stockholders deficit
    
    
    
    
    
    
    (2,165,782
    )
    
    
    (1,704,930
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    
    
    
    
    
    315,197
    
    
    
    382,698
   F-5




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##### 



AccumulatedCapital
    
    
    
    
    
    
    other
    
    
    TotalNumber
    
    
    
    
    
    
    in excess
    
    
    Accumulated
    
    
    comprehensive
    
    
    Stockholdersof shares
    
    
    Amount
    
    
    of par
    
    
    losses
    
    
    (loss) income
    
    
    deficitUS$
    
    
    US$
    
    
    US$
    
    
    US$
    
    
    US$Balance as of
January 1, 2008
    
    
    43,800,000
    
    
    
    43,800
    
    
    
    85,948
    
    
    
    (1,430,950
    )
    
    
    12,554
    
    
    
    (1,288,648
    )Comprehensive loss:Net loss for the
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (397,508
    )
    
    
    
    
    
    
    (397,508
    )Currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,774
    )
    
    
    (18,774
    )Total comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (416,282
    )Balance as of
December 31, 2008
    
    
    43,800,000
    
    
    
    43,800
    
    
    
    85,948
    
    
    
    (1,828,458
    )
    
    
    (6,220
    )
    
    
    (1,704,930
    )Comprehensive loss:Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (462,276
    )
    
    
    
    
    
    
    (462,276
    )Currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,424
    
    
    
    1,424Total comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (460,852
    )Balance as of
December 31, 2009
    
    
    43,800,000
    
    
    
    43,800
    
    
    
    85,948
    
    
    
    (2,290,734
    )
    
    
    (4,796
    )
    
    
    (2,165,782
    )
   F-6




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##### 



Year ended December 31,2009
    
    
    2008US$
    
    
    US$CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    
    (462,276
    )
    
    
    (397,508
    )Adjustments to reconcile net income to net cash provided by
(used in) operating activities:Depreciation
    
    
    9,533
    
    
    
    41,155Impairment loss on property, plant and equipment
    
    
    
    
    
    
    17,882Gain on disposal of property, plant and equipment
    
    
    
    
    
    
    (11,634
    )Changes in operating assets and liabilities:Accounts receivable, net
    
    
    
    
    
    
    2,365Prepayments, deposits and other debtors
    
    
    (260,441
    )
    
    
    27,981Customer deposits received
    
    
    12,297
    
    
    
    (29,633
    )Accrued expenses and other current liabilities
    
    
    1,090,063
    
    
    
    (28,294
    )Surcharge on taxes
    
    
    102,185
    
    
    
    100,530Income tax payable
    
    
    (3,945
    )
    
    
    (1,332
    )NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    
    
    487,416
    
    
    
    (278,488
    )CASH FLOWS FROM INVESTING ACTIVITIESProceeds from disposal of property, plant and equipment
    
    
    
    
    
    
    11,759Purchase of property, plant and equipment
    
    
    
    
    
    
    (6,447
    )NET CASH PROVIDED BY INVESTING ACTIVITIES
    
    
    
    
    
    
    5,312CASH FLOWS FROM FINANCING ACTIVITIESRepayment of long-term debt
    
    
    (20,106
    )
    
    
    (20,099
    )Advance from related parties
    
    
    145,347
    
    
    
    321,024Repayment to related parties
    
    
    (920,193
    )
    
    
    (8,498
    )NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
    
    
    (794,952
    )
    
    
    292,427NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (307,535
    )
    
    
    19,251Cash and cash equivalents, beginning of period
    
    
    339,538
    
    
    
    301,695Effect of exchange rate changes
    
    
    1,425
    
    
    
    18,592CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    
    33,427
    
    
    
    339,538SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    
    3,923
    
    
    
    19,526NON-CASH TRANSACTIONAssignment of amount due to a director to a
stockholder (see note 6(a))
    
    
    145,347
    
    
    
    143,001
   F-7




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##### 



F-8




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##### 



Office equipment
    
    
    30
    %Computer equipment
    
    
    30
    %Leasehold improvements
    
    
    20
    %Motor vehicles
    
    
    30
    %
        F-9




---



##### 



F-10




---



##### 



F-11




---



##### 



F-12




---



##### 



As of December 31,2009
    
    
    2008US$
    
    
    US$Office equipment
    
    
    11,869
    
    
    
    10,741Computer equipment
    
    
    50,760
    
    
    
    11,646Leasehold improvement
    
    
    57,004
    
    
    
    62,921Motor vehicle
    
    
    103,065
    
    
    
    96,174222,699
    
    
    
    181,482Accumulated depreciation
    
    
    (219,487
    )
    
    
    (153,202
    )Accumulated impairment loss
    
    
    
    
    
    
    (17,882
    )Currency translation adjustment
    
    
    (4
    )
    
    
    2,343Net
    
    
    3,208
    
    
    
    12,741
    As of December 31,2009
    
    
    2008US$
    
    
    US$Within 1 year
    
    
    8,605
    
    
    
    24,023Over 1 year but not exceeding 2 years
    
    
    
    
    
    
    8,610Over 2 years but not exceeding 3 years
    
    
    
    
    
    
    8,605
    
    
    
    32,633Less: Amount representing interest
    
    
    (1,388
    )
    
    
    (5,311
    )Present value of net minimum lease payments
    
    
    7,216
    
    
    
    27,322Current portion
    
    
    7,216
    
    
    
    20,100Non-current portion
    
    
    
    
    
    
    7,2227,216
    
    
    
    27,322
  F-13




---



##### 



5.
    
    INCOME TAXES       Year endedDecember 31,2009
    
    
    2008% of Pre-
    
    
    % of Pre-Tax Income
    
    
    Tax IncomeUS federal income tax rate
    
    
    34
    
    
    
    34Differences in tax rates in the countries in
which the Company operates
    
    
    (6
    )
    
    
    (11
    )Deferred tax asset valuation allowance
    
    
    (6
    )
    
    
    (2
    )Non-deductible expenses
    
    
    (22
    )
    
    
    (21
    )
    
    
    
    
  As of December 31,2009
    
    
    2008US$
    
    
    US$Hong Kong operating losses carry forward
    
    
    145,963
    
    
    
    185,971PRC operating losses carry forward
    
    
    18,344
    
    
    
    7,161Deferred tax asset valuation allowance
    
    
    (164,307
    )
    
    
    (193,132
    )Net deferred tax asset
    
    
    
    
    
    
    
  F-14




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##### 



As of December 31,NOTE
    
    
    2009
    
    
    2008US$
    
    
    US$At cost:Loan from a director, including interest
    
    
    (a
    )
    
    
    
    
    
    
    Advances from stockholders
    
    
    (b
    )
    
    
    1,392,093
    
    
    
    920,1931,392,093
    
    
    
    920,193
  (a)
    
    The amount due to the director was unsecured, interest bearing at 23% per annum and repayable
on demand. On July 1, 2008, the director assigned the amount due to her to a stockholder who
is also a director of the Company. The stockholder has agreed not to demand repayment of this
unsecured loan if such repayment would have a material adverse impact on the Company and no
interest will be charged on the advance. Accordingly, the assigned amount is now included
under Advances from Stockholders.(b)
    
    The amounts due are unsecured, non-interest bearing and repayable on demand. During the
twelve months ended December 31, 2009 and 2008, the Company received advances from related
parties of US$5,523 and US$321,024, respectively. In addition, during the twelve months ended
December 31, 2009 and 2008, the Company repaid advances of US$315,501 and US$8,498 to related
parties, respectively.
   As of December 31,2009
    
    
    2008US$
    
    
    US$Within one year
    
    
    3,868
    
    
    
    88,320In the second to fifth years inclusive
    
    
    
    
    
    
    1,1713,868
    
    
    
    89,491
   F-15




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F-16




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CHINAWE.COM INC.By:
    
    /s/ Man Keung WaiMan Keung WaiChairman of the Board
   SIGNATURES
    
    TITLE
    
    DATE/s/ Man Keung Wai

Man Keung Wai
    
    Chairman of the Board,Chief Executive Officer
and Director (Principal Executive Officer)
    
    April 15, 2010/s/ Man Ying Ken Wai

Man Ying Ken Wai
    
    Vice President of Marketing, Director
    
    April 15, 2010/s/ Vivian Wai Wa Chu

Vivian Wai Wa Chu
    
    Chief Financial Officer, Secretary and Director(Principal
Financial Officer)
    
    April 15, 2010/s/ Barry Yiu

Barry Yiu
    
    Vice President and Director
    
    April 15, 2010