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, 2008
 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.
  California
    
    95-462728(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 Room 1304-05, Dongbao Tower
767 Dongfeng Road East
Guangzhou, China 510600
 (8620) 3821-0119
 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
 Yes o No þ
 Yes o No þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if smaller reporting company)
    
    Smaller reporting company þ
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE  None




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT INDEXExhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2 
 
  
 
 Item 1. Business.
  Recent Developments.
       
 
 Item 1A. Risk Factors.
   2




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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






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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
    CURRENTLY WE HAVE NO INTENTION TO PAY DIVIDENDS
  
 Item 1B. Unresolved Staff Comments.
   4




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Item 2. Properties.
  
 Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
   5




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Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
    High
    
    
    Low2008January 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
    
    
    
    .002007January 1, 2007  March 31, 2007
    
    
    .12
    
    
    
    .08April 1, 2007  June 30, 2007
    
    
    .10
    
    
    
    .08July 1, 2007  September 30, 2007
    
    
    .08
    
    
    
    .06October 1, 2007  December 31, 2007
    
    
    .22
    
    
    
    .04
     
 Item 6. Selected Financial Data.
   6




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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, 2008 compared to the year ended December 31, 2007
 Revenues.
 Expenses.
  Taxation.
   7




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
    
    Government regulation;
    
    Pricing policies of competitors; and
    
    The amount and timing of operating costs and capital expenditures relating to entry into a new line of business and infrastructure.
    
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
     8




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Critical Accounting Policies and Estimates
      
 Item 8. Financial Statements and Supplementary Data.
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A(T). Controls and Procedures.
    9




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Item 9B. Other Information.
   10




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Item 10. Directors, Executive Officers and Corporate Governance.
   Name
    
    Age
    
    TitleMan Keung Alan Wai
    
    
    48
    
    
    Chairman of the Board,
Chief Executive Officer, and
PresidentMan Ying Ken Wai
    
    
    43
    
    
    Vice President, DirectorBarry Yiu
    
    
    48
    
    
    Vice President, DirectorVivian Wai Wa Chu
    
    
    38
    
    
    Chief Financial Officer,
Secretary and Director
         11




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12




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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.
          
 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 Guangzhou, China.(2)
    
    Man Keung Wai, through his control of Gonet Associates Ltd., beneficially owns the shares of
Common Stock held by Gonet.  13




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(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.   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 securitiesPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))(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
     14




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Item 13. Certain Relationships and Related Transactions, and Director Independence.
   Name
    
    Advances made
    
    
    Repayment made
    
    
    Balance$
    
    
    $
    
    
    $Gonet Associates Ltd. (1)
    
    
    
    
    
    
    743
    
    
    
    293,604Man Keung Alan Wai
    
    
    315,347
    
    
    
    7,497
    
    
    
    573,959Man Ying Ken Wai
    
    
    
    
    
    
    
    
    
    
    31,546Vivian Wai Wa Chu
    
    
    5,677
    
    
    
    258
    
    
    
    10,903
 (1)
    
    Gonet Associates Ltd. is controlled by Man Keung Alan Wai.   15




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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-2Consolidated Statements of Operations
    
    
    F-3Consolidated Balance Sheets
    
    
    F-4Consolidated Statements of Changes in Stockholders Deficit
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Notes to and Forming Part of the Financial Statements
    
    
    F-7  F-15
  16




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ExhibitNo.
    
    Description3.
    (i)
    
    Articles of Incorporation (1)3.
    (ii)

    
    By-Laws (1)3.
    (iii)

    
    Merger Agreement & Plan of Reorganization dated as of
October 17, 2000 (2)10.1
    
    
    Chinawe.com Inc. 2001 Restricted Stock Plan (3)10.2
    
    
    Services Agreement dated April 29, 2005, by and between
Citigroup Financial Products Inc. and Chinawe.com Inc. (4)10.3
    
    
    Asset Consulting Agreement, dated as of April 20, 2005, by and between
Huizhou One Limited and Chinawe Asset Management (PRC) Limited (5)10.4
    
    
    Amended and Restated Loan Agreement dated as of July 1, 2008 by and between
Man Keung Alan Wai and Chinawe Asset Management Limited (7)10.5
    
    
    Letter, dated February 24, 2009, from Huizhou One Limited to Chinawe Asset
Management (PRC) Limited (8)10.6
    
    
    Letter, dated March 20, 2009, from Huizhou One Limited to Chinawe Asset
Management (PRC) Limited (8)14
    
    
    Code of Ethics (6)21
    
    
    Subsidiaries23.1
    
    
    Consent of Mazars 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.7
    
    Filed as an exhibit to our Companys Quarterly Report on Form 10-Q, as filed with the
Securities and Exchange Commission on November 14, 2008, and hereby incorporated by reference
herein.8
    
    Filed as an exhibit to our Companys current Report on Form 8-K, as filed with the
Securities and Exchange Commission on April 10, 2009, and hereby incorporated by reference herein.  17




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##### 



Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Statements of Operations
    
    
    F-3Consolidated Balance Sheets
    
    
    F-4Consolidated Statements of Changes in Stockholders Deficit
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Notes to and Forming Part of the Financial Statements
    
    
    F-7  F-15
  F-1




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/s/ Mazars CPA Limited

Certified Public AccountantsHong KongApril 15, 2009
  F-2




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##### 



Pro forma discontinuedoperations(see note 12)Year endedYear ended December 31,
    
    
    December 31,Note
    
    
    2008
    
    
    2007
    
    
    2008(Unaudited)US$
    
    
    US$
    
    
    US$OPERATING REVENUESOn-line services income
    
    
    
    
    
    
    
    
    
    
    968
    
    
    
    Asset management and related services
    
    
    
    
    
    
    745,425
    
    
    
    830,659
    
    
    
    745,425745,425
    
    
    
    831,627
    
    
    
    745,425Depreciation of property, plant and equipment
    
    
    
    
    
    
    (41,155
    )
    
    
    (60,061
    )
    
    
    (41,155
    )Impairment loss on property, plant and
equipment
    
    
    
    
    
    
    (17,882
    )
    
    
    
    
    
    
    (17,882
    )Administrative and general expenses
    
    
    
    
    
    
    (976,434
    )
    
    
    (1,057,431
    )
    
    
    (976,434
    )LOSS FROM OPERATIONS
    
    
    
    
    
    
    (290,046
    )
    
    
    (285,865
    )
    
    
    (290,046
    )NON-OPERATING INCOME (EXPENSE)Other income
    
    
    
    
    
    
    12,594
    
    
    
    1,342
    
    
    
    12,594Interest
    
    
    
    
    
    
    (19,526
    )
    
    
    (35,676
    )
    
    
    (19,526
    )Surcharge on taxes
    
    
    9
    
    
    
    (100,530
    )
    
    
    (82,390
    )
    
    
    (100,530
    )Provision for contract termination costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (151,651
    )LOSS BEFORE INCOME TAXES
    
    
    
    
    
    
    (397,508
    )
    
    
    (402,589
    )
    
    
    (549,159
    )Income tax expense
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS
    
    
    12
    
    
    
    (397,508
    )
    
    
    (402,589
    )
    
    
    (549,159
    )OTHER COMPREHENSIVE (LOSS) INCOMEForeign currency translation
    
    
    
    
    
    
    (18,774
    )
    
    
    14,874
    
    
    
    (18,774
    )COMPREHENSIVE LOSS
    
    
    
    
    
    
    (416,282
    )
    
    
    (387,715
    )
    
    
    (567,933
    )Basic and diluted net loss
per share of common stock
    
    
    2
    (j)
    
    
    (0.0091
    )
    
    
    (0.0092
    )
    
    
    (0.013
    )Weighted average number of shares
of common stock outstanding
    
    
    
    
    
    
    43,800,000
    
    
    
    43,800,000
    
    
    
    43,800,000
   F-3




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##### 



Pro forma(see note 12)As of December 31,
    
    
    December 31,Note
    
    
    2008
    
    
    2007
    
    
    2008(Unaudited)US$
    
    
    US$
    
    
    US$ASSETSCurrent assets:Cash and cash equivalents
    
    
    
    
    
    
    339,538
    
    
    
    301,695
    
    
    
    339,538Accounts receivables, net of allowance for
doubtful accounts of US$nil (2007: US$2,215)
    
    
    
    
    
    
    
    
    
    
    2,365
    
    
    
    Prepayments, deposits and other debtors
    
    
    
    
    
    
    30,419
    
    
    
    55,786
    
    
    
    30,419Total current assets
    
    
    
    
    
    
    369,957
    
    
    
    359,846
    
    
    
    369,957Property, plant and equipment, net
    
    
    3
    
    
    
    12,741
    
    
    
    63,114
    
    
    
    12,741TOTAL ASSETS
    
    
    
    
    
    
    382,698
    
    
    
    422,960
    
    
    
    382,698LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accrued expenses and other current liabilities
    
    
    
    
    
    
    294,208
    
    
    
    310,161
    
    
    
    445,859Customer deposits received
    
    
    
    
    
    
    134,952
    
    
    
    153,995
    
    
    
    134,952Current portion of long-term debt
    
    
    4
    
    
    
    20,100
    
    
    
    20,100
    
    
    
    20,100Due to related parties
    
    
    6
    
    
    
    920,193
    
    
    
    624,071
    
    
    
    920,193Income tax payable
    
    
    
    
    
    
    457,618
    
    
    
    432,987
    
    
    
    457,618Surcharge on taxes
    
    
    
    
    
    
    253,335
    
    
    
    142,973
    
    
    
    253,335Total current liabilities
    
    
    12
    
    
    
    2,080,406
    
    
    
    1,684,287
    
    
    
    2,232,057Long-term liabilities:Non-current portion of long-term debt
    
    
    4
    
    
    
    7,222
    
    
    
    27,321
    
    
    
    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
    
    
    
    43,800
    
    
    
    43,800Capital in excess of par
    
    
    
    
    
    
    85,948
    
    
    
    85,948
    
    
    
    85,948Accumulated losses
    
    
    
    
    
    
    (1,828,458
    )
    
    
    (1,430,950
    )
    
    
    (1,980,109
    )Accumulated other comprehensive (loss) income
    
    
    
    
    
    
    (6,220
    )
    
    
    12,554
    
    
    
    (6,220
    )Total stockholders deficit
    
    
    
    
    
    
    (1,704,930
    )
    
    
    (1,288,648
    )
    
    
    (1,856,581
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    
    
    
    
    
    382,698
    
    
    
    422,960
    
    
    
    382,698
   F-4




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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, 2007
    
    
    43,800,000
    
    
    
    43,800
    
    
    
    85,948
    
    
    
    (1,028,361
    )
    
    
    (2,320
    )
    
    
    (900,933
    )Comprehensive (loss)
income:Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (402,589
    )
    
    
    
    
    
    
    (402,589
    )Currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,874
    
    
    
    14,874Total comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (387,715
    )Balance as of
December 31, 2007
    
    
    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
    )
   F-5




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##### 



Year ended December 31,2008
    
    
    2007US$
    
    
    US$CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    
    (397,508
    )
    
    
    (402,589
    )Adjustments to reconcile net loss to net cash (used in) provided by operating activities:Depreciation of property, plant and equipment
    
    
    41,155
    
    
    
    60,061Impairment loss on property, plant and equipment
    
    
    17,882
    
    
    
    Gain on disposal of property, plant and equipment
    
    
    (11,634
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable, net
    
    
    2,365
    
    
    
    154,265Prepayments, deposits and other debtors
    
    
    27,981
    
    
    
    357,272Customer deposits received
    
    
    (29,633
    )
    
    
    (206,524
    )Accrued expenses and other current liabilities
    
    
    (28,294
    )
    
    
    85,768Surcharge on taxes
    
    
    100,530
    
    
    
    86,301Income tax payable
    
    
    (1,332
    )
    
    
    (63,770
    )NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
    
    
    (278,488
    )
    
    
    70,784CASH FLOWS FROM INVESTING ACTIVITIESProceeds from disposal of property, plant and equipment
    
    
    11,759
    
    
    
    Purchase of property, plant and equipment
    
    
    (6,447
    )
    
    
    (684
    )NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
    
    
    5,312
    
    
    
    (684
    )CASH FLOWS FROM FINANCING ACTIVITIESRepayment of long-term debt
    
    
    (20,099
    )
    
    
    (22,681
    )Advance from related parties
    
    
    321,024
    
    
    
    149,103Repayment to related parties
    
    
    (8,498
    )
    
    
    (22,543
    )Loan from a director
    
    
    
    
    
    
    5,278NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    292,427
    
    
    
    109,157NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    19,251
    
    
    
    179,257Cash and cash equivalents, beginning of period
    
    
    301,695
    
    
    
    116,102Effect of exchange rate changes
    
    
    18,592
    
    
    
    6,336CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    
    339,538
    
    
    
    301,695SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest
    
    
    19,526
    
    
    
    35,676NON-CASH TRANSACTIONPurchase of property, plant and equipment through a capital lease arrangement
    
    
    
    
    
    
    30,968Assignment of amount due to a director to a stockholder (see note 6(a))
    
    
    143,001
    
    
    
    
   F-6




---



##### 



F-7




---



##### 



Office equipment
    
    
    30
    %Computer equipment
    
    
    30
    %Leasehold improvements
    
    
    20
    %Motor vehicles
    
    
    30
    %
            F-8




---



##### 



F-9




---



##### 



As of December 31,2008
    
    
    2007US$
    
    
    US$Office equipment
    
    
    10,741
    
    
    
    10,379Computer equipment
    
    
    11,646
    
    
    
    11,646Leasehold improvement
    
    
    62,921
    
    
    
    57,446Motor vehicle
    
    
    96,174
    
    
    
    130,087181,482
    
    
    
    209,558Accumulated depreciation
    
    
    (153,202
    )
    
    
    (150,597
    )Accumulated impairment loss
    
    
    (17,882
    )
    
    
    Currency translation adjustment
    
    
    2,343
    
    
    
    4,153Net
    
    
    12,741
    
    
    
    63,114
    F-10




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##### 



As of December 31,2008
    
    
    2007US$
    
    
    US$Within 1 year
    
    
    24,023
    
    
    
    24,023Over 1 year but not exceeding 2 years
    
    
    8,610
    
    
    
    24,023Over 2 years but not exceeding 3 years
    
    
    
    
    
    
    8,61032,633
    
    
    
    56,656Less: Amount representing interest
    
    
    (5,311
    )
    
    
    (9,235
    )Present value of net minimum lease payments
    
    
    27,322
    
    
    
    47,421Current portion
    
    
    20,100
    
    
    
    20,100Non-current portion
    
    
    7,222
    
    
    
    27,32127,322
    
    
    
    47,421
        F-11




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##### 



Year endedDecember 31,2008
    
    
    2007% 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
    
    
    (11
    )
    
    
    (10
    )Deferred tax asset valuation allowance
    
    
    (2
    )
    
    
    (14
    )Non-deductible expenses
    
    
    (21
    )
    
    
    (10
    )
    
    
    
    
  As of December 31,2008
    
    
    2007US$
    
    
    US$Hong Kong operating losses carry forward
    
    
    185,971
    
    
    
    197,623PRC operating losses carry forward
    
    
    7,161
    
    
    
    1,571Deferred tax asset valuation allowance
    
    
    (193,132
    )
    
    
    (199,194
    )Net deferred tax asset
    
    
    
    
    
    
    
    As of December 31,NOTE
    
    
    2008
    
    
    2007US$
    
    
    US$At cost:Loan from a director, including interest
    
    
    (a
    )
    
    
    
    
    
    
    143,001Advances from stockholders
    
    
    (b
    )
    
    
    920,193
    
    
    
    481,070920,193
    
    
    
    624,071
  (a)
    
    The amount due to the director was unsecured, interest bearing at 23% per annum and repayable
on June 30, 2008. 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, 2008 and 2007, the Company received advances from related
parties of US$321,024 and US$149,103, respectively. In addition, during the twelve months
ended December 31, 2008 and 2007, the Company repaid advances of US$8,498 and US$22,543 to
related parties, respectively.  F-12




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##### 



As of December 31,2008
    
    
    2007US$
    
    
    US$Within one year
    
    
    88,320
    
    
    
    55,733In the second to fifth years inclusive
    
    
    1,171
    
    
    
    2,67289,491
    
    
    
    58,405
           F-13




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##### 



Pro Forma Consolidated Statement of Operations Adjustments
 Year endedDecember 31, 2008US$Net loss for the year
    
    
    397,508Pro forma adjustments:Provision for contract termination costs:Operating lease
    
    
    82,414Severance payment
    
    
    15,770Other contracts in relation to the provision of assets
management services
    
    
    53,467151,651Net loss for the year  pro forma
    
    
    549,159
  F-14




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##### 



Pro Forma Consolidated Balance Sheet Adjustments
 As ofDecember 31, 2008US$Total current liabilities
    
    
    2,080,406Pro forma adjustments:Provision for contract termination costs:Operating lease
    
    
    82,414Severance payment
    
    
    15,770Other contracts in relation to the provision of assets management services
    
    
    53,467151,651Current liabilities  pro forma
    
    
    2,232,057
  F-15




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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, 2009/s/ Man Ying Ken Wai

Man Ying Ken Wai
    
    Vice President of Marketing, Director
    
    April 15, 2009/s/ Vivian Wai Wa Chu

Vivian Wai Wa Chu
    
    Chief Financial Officer, Secretary and Director
(Principal Financial Officer)
    
    April 15, 2009Barry Yiu
    
    Vice President and Director
    
    April     , 2009




---



##### 



ExhibitNo.
    
    Description21
    
    
    Subsidiaries23.1
    
    
    Consent of Mazars 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