CHWE Chinawe Com Inc (CE)

 

 

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended June 30, 2010

OR

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

Commission file number: 000-29169

Chinawe.com Inc.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)		95-462728 (I.R.S. Employer Identification No.)

Room 1307, Block A
Fuk Keung Industrial Building
66-68 Tong Mei Road
Kowloon, Hong Kong

(Address of principal executive offices) (Zip Code)

(852) 23810818

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ      No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o      No o

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):

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

Yes þ      No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

Class of Common Stock		Outstanding at August 13, 2010
Common Stock, $.001 par value			43,800,000

 

 

TABLE OF CONTENTS

		PAGE
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Statements of Operations for the six months ended June 30, 2010 and 2009 (unaudited)			3
Condensed Consolidated Balance Sheets at June 30, 2010 (Unaudited) and December 31, 2009			4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 (unaudited)			5
Notes to Financial Statements			6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			13
ITEM 4T. CONTROLS AND PROCEDURES			13
PART II — OTHER INFORMATION
ITEM 6. EXHIBITS			14
SIGNATURES			15
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

						Six months ended June 30,
		NOTE				2010				2009
						(Unaudited)
						US$				US$
OPERATING REVENUES
On-line services income							—				—
Asset management and related services							—				131,623
							—				131,623
Depreciation							(3,139	)			(4,765	)
Administrative and general expenses							(120,172	)			(363,147	)
INCOME/(LOSS) FROM OPERATIONS							(123,311	)			(236,289	)
NON-OPERATING INCOME (EXPENSE)
Interest							(1,139	)			(1,961	)
Surcharge on taxes							—				(25,716	)
Other income							1,391				397
INCOME/(LOSS) BEFORE INCOME TAXES							(123,059	)			(263,569	)
Income tax expense			7				—				—
NET INCOME/(LOSS)							(123,059	)			(263,569	)
OTHER COMPREHENSIVE INCOME/(LOSS)
Foreign currency translation							35,971				34,069
COMPREHENSIVE INCOME/(LOSS)							(87,088	)			(229,500	)
Basic and diluted net income per share of common stock							(0.002	)			(0.006	)
Weighted average number of shares of common stock outstanding							43,800,000				43,800,000

The financial statements should be read in conjunction with the accompanying notes.

CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

						As of				As of
		Note				June 30, 2010				December 31, 2009
						(Unaudited)
						US$				US$
ASSETS
Current assets:
Cash and cash equivalents							17,077				33,427
Prepayments, deposits and other receivables							15,458				23,644
Amount due from a director — Wai Man Keung							256,431				254,918
Total current assets							288,966				311,989
Property, plant and equipment, net			4				56				3,208
TOTAL ASSETS							289,022				315,197
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses and other current liabilities							270,262				272,476
Current portion of long-term debt			5				1,285				7,216
Due to related parties			6				1,456,014				1,392,093
Income tax payables			7				456,388				453,673
Surcharge on taxes							357,943				355,520
Total current liabilities							2,541,892				2,480,978
Contingencies and commitments			8
Stockholders’ deficit:
Preferred stock, par value US$0.001 per share; authorized 20,000,000 shares; none issued
Common stock, par value US$0.001 per share; authorized 100,000,000 shares; issued and outstanding 43,800,000 shares							43,800				43,800
Capital in excess of par							85,948				85,948
Accumulated losses							(2,413,793	)			(2,290,734	)
Accumulated other comprehensive loss							31,175				(4,796	)
Total stockholders’ deficit							(2,252,870	)			(2,165,781	)
TOTAL LIABILITIES AND STOCK HOLDERS’ DEFICIT							289,022				315,197

The financial statements should be read in conjunction with the accompanying notes.

CHINAWE.COM INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Six months ended June 30,
		2010				2009
		(Unaudited)
		US$				US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)			(123,059	)			(263,569	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			3,139				4,765
Changes in operating assets and liabilities:
Accounts receivable, net			—				(38,875	)
Prepayments, deposits and other receivables			8,186				12,308
Customer deposits received			—				(17,179	)
Accrued expenses and other current liabilities			2,214				(23,748	)
Surcharge on taxes			(192	)			25,703
Income tax payable			(214	)			(3,793	)
NET CASH PROVIDED BY OPERATING ACTIVITIES			(109,926	)			(304,388	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, equipment			239				1
NET CASH USED IN INVESTING ACTIVITIES			239				1
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt			(5,931	)			(10,051	)
Advance from related parties			63,921				171,344
Repayment to related parties			—				(311	)
NET CASH USED IN FINANCING ACTIVITIES			57,990				160,982
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(51,697	)			(143,405	)
Cash and cash equivalents, beginning of period			33,427				339,538
Effect of exchange rate changes			35,346				34,239
CASH AND CASH EQUIVALENTS, END OF PERIOD			17,076				230,372
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest			1,139				1,961

The financial statements should be read in conjunction with the accompanying notes.

CHINAWE.COM INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying financial statements present the financial position of the Company as of June 30, 2010 and December 31, 2009, and its results of operations for the six months ended June 30, 2010 and 2009. All inter-company accounts and transactions have been eliminated on consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

The balance sheet at December 31, 2009 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Adoption of recently issued accounting pronouncements

In April 2009, the Financial Accounting Standards Board (the “FASB”) issued FSP 157-4, “Determining Fair Value When the Volume and Level of Activity For the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”). FSP 157-4 provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity for the asset or liability have significantly decreased. FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. FSP 157-4 does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, FSP 157-4 requires comparative disclosures only for periods ending after initial adoption. The adoption of the provisions of FSP 157-4 is not anticipated to materially impact the Company’s results of operations or the fair values of its assets and liabilities.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued and was effective for interim and annual periods ending after June 15, 2009. The adoption of SFAS No. 165 did not have an impact on the Company’s results of operations or financial condition.

In June 2009, the FASB issued SFAS No. 166 “Accounting For Transfers Of Financial Assets” (“SFAS 166”). This statement is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. This Statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, and is required to be adopted by the Company in the first quarter of fiscal year 2010. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date. The Company does not expect that the adoption of SFAS 166 will have a material impact on the Company’s financial position, results of operations and cash flows.

In June 2009, the FASB issued SFAS No.167, “Amendments to FASB Interpretation No.46(R)”, which is codified as Accounting Standards Codification (“ASC”) 810. ASC 810 amends FASB Interpretation No.46(R), “Variable Interest Entities” for determining whether an entity is a variable interest entity (“VIE”) and requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. Under ASC 810, an enterprise has a controlling financial interest when it has (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. ASC 810 also requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has power to direct the activities of the VIE that most significantly impact the entity’s economic performance. ASC 810 also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE, requires enhanced disclosures and eliminates the scope exclusion for qualifying special-purpose entities. ASC 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. ASC 810 is effective for the Company in the first quarter of fiscal 2010. The Company is currently evaluating the effect of ASC 810 on its financial statements and results of operations and is currently not yet in a position to determine such effect.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, “Measuring Liabilities at Fair Value”, which is codified as ASC 820, “Fair Value Measurements and Disclosures”. This Update provides amendments to ASC 820-10, Fair Value Measurements and Disclosures — Overall, for the fair value measurement of liabilities. This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using a valuation technique that uses the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities when traded as assets, or that is consistent with the principles of ASC 820. The amendments in this Update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents transfer of the liability. The amendments in this Update also clarify that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the assets are required are Level 1 fair value measurements. ASC 820 is effective for the first reporting period (including interim periods) beginning after August 28, 2009. The adoption of this Update did not have a significant impact on the Company’s financial statements.

In December 2009, the FASB issued ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”). ASU 2009-17 amends the variable-interest entity guidance in FASB ASC 810-10-05-8 to clarify the accounting treatment for legal entities in which equity investors do not have sufficient equity at risk for the entity to finance its activities without financial support. ASU 2009-17 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. ASU 2009-17 is effective for the Company in the first quarter of fiscal 2010. The Company is currently evaluating the effect of ASU 2009-17 on its financial statements and results of operations and is currently not yet in a position to determine such effect.

None of the above new pronouncements has current application to the Company, but one or more of such pronouncements may be applicable to the Company’s future financial reporting.

2. Organization

Chinawe.com Inc. (“Chinawe”) was incorporated under the laws of the State of California. Chinawe’s principal business activity was providing professional management services relating to non-performing loans (“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 the services contracts with effect from March 26 and March 27, 2009. Effective from March 27, 2009, the Company has become a non-operating company.

The consolidated financial statements include the accounts of Chinawe and the following subsidiaries (collectively referred to as the “Company”):

Officeway Technology Limited (“Officeway”); a company incorporated in the British Virgin Islands in December 1999, which was formed for the purpose of acquiring (in March 2000) its wholly-owned subsidiary, Chinawe Asset Management Limited (“CAM (HK)”).

CAM (HK); a company incorporated in Hong Kong in June 1997, which is an investment holding company.

Chinawe Asset Management (PRC) Limited (“CAM (PRC)”) was established in the PRC in April 2005 to service the NPLs under services agreements with HOL, which accounted for 100% of the revenue from assets management and related services for the six months ended June 30, 2009.

3. Going concern consideration

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As of June 30, 2010, the Company had negative working capital and stockholders’ deficit of US$2,252,870 and US$2,165,781, respectively, which raise substantial doubt about its ability to continue as a going concern. The Company has relied on private financing by cash inflow from the principal stockholders of the Company, who have agreed not to demand repayment of amounts due to them as long as the Company has negative working capital. These stockholders have indicated their intention to finance the Company for a “reasonable” period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent such a period of time would be “reasonable” and there can be no assurance that the financing from these stockholders will be continued. The accompanying financial statements do not include or reflect any adjustments that might result from the outcome of these uncertainties.

4. Property, plant and equipment, net

Property, plant and equipment are summarized as follows:

		As of				As of
		June 30 , 2010				December 31, 2009
		(Unaudited)
		US$				US$
Office equipment			11,909				11,869
Computer equipment			50,753				50,760
Leasehold improvement			57,221				57,005
Motor vehicles			103,056				103,065
Total cost			222,939				222,699
Accumulated depreciation			(222,881	)			(219,487	)
Currency translation adjustment			(2	)			(4	)
Net			56				3,208

5. Long term debt

Long term debt consists of obligations under capital leases for purchases of vehicles with US$1,285 and US$7,216 outstanding as of June 30, 2010 and December 31, 2009, respectively. The debt is collateralized by two motor vehicles with an aggregate net book value of US$10,064 and US$12,387 as of June 30, 2010 and December 31, 2009, respectively, bearing interest at 3-5% per annum and is repayable by monthly installments of US$2,002 with the final installment due in January 2011. Maturity of the debt is as follows:

		As of				As of
		June 30, 2010				December 31, 2009
		(Unaudited)
		US$				US$
Within 1 year			2,139				8,605
Less: Amount representing interest			(854	)			(1,389	)
Present value of net minimum lease payments			1,285				7,216
Current portion			1,285				7,216
			1,285				7,216

6. Related party transactions

The balances with related parties are as follows:

As of

As of

Note

June 30 , 2010

December 31, 2009

(Unaudited)

US$

US$

Advances from stockholders

(a

)

1,465,014

1,392,093

7. Income tax payables

It is management’s intention to reinvest all the income attributable to the Company earned by its operations outside the US. Accordingly, no US corporate income taxes are provided for in these financial statements.

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

Under the current laws of the British Virgin Islands (the “BVI”), dividends and capital gains arising from the Company’s investments in the BVI are not subject to income taxes and no withholding tax is imposed on payments of dividends to the Company.

Companies that carry on business and derive income in Hong Kong are subject to Hong Kong Profits Tax at 16.5% for the three month periods ended June 30, 2010 and 2009, respectively. Companies that carry on business and derive income in the PRC are subject to income tax at 25% for the six months ended June 30, 2010 and 2009.

No income taxes have been provided for the subsidiary in Hong Kong as it has incurred losses for taxation purposes during the six months ended June 30, 2010 and 2009, respectively.

8. Contingencies

One of the subsidiaries in the PRC is subject to the PRC enterprise income tax and business tax. However, the Company in previous years only submitted tax returns and made payments for a portion of the total tax liabilities, which was not in compliance with the tax laws and regulations in the PRC. For this reason, the Company has made full provision for all tax liabilities in accordance with the relevant tax laws and regulations, together with a surcharge that may be levied on the Company at a daily rate of 0.05% of the underpaid taxes.

Despite the fact that the Company has fully accrued for the taxes and related surcharges in the financial statements, the Company may be subject to penalties ranging from 50% to 500% of the underpaid tax amounts. The exact amount of the penalty cannot be estimated with any reasonable degree of certainty.

The Company is currently suspended in the State of California due to failure to file reports with the Franchise Tax Board. The Company is in the process of preparing the relevant reports and expects to be back in good standing in the coming future. The Company believes that the amount of taxes and penalties owed will not be material to the financial statements. The Company is also delinquent in filing its U.S. Federal tax returns. The Company is in the process of preparing the relevant returns and does not believe that the amount of taxes owed will be material.

9. Stock Plan

On July 25, 2001 the Board of Directors approved the Chinawe.com Inc. 2001 Restricted Stock Plan (the “Plan”), under which 5,000,000 shares of the Company’s common stock have been reserved for award under the Plan.

Pursuant to the Plan, stock awards may be granted to eligible officers, directors, employees and consultants of the Company. As of June 30, 2010 and December 31, 2009, no awards have been made under the Plan.

10. Subsequent Event

On July 26, 2010, Vivian Chu (“Chu”), Officeway, a wholly owned subsidiary of the Company, and ZHU Guangming (the “Purchaser”) entered into a purchase agreement (the “Agreement”). Pursuant to the Agreement, Chu and Officeway sold all of the outstanding shares of CAM (HK) to the Purchaser for an aggregate purchase price of $1.00. By purchasing all of the outstanding shares of CAM (HK), the Purchaser assumed approximately $1,900,000 of debt of CAM (HK) (which includes approximately $1,500,000 owed to a director of the Company).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Consolidated Condensed Financial Statements and notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed elsewhere in this document.

Overview — Results of Operations

Effective March 27, 2009, the Company ceased providing professional management services relating to non-performing loans (“NPLs”) in the People’s Republic of China (“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, that the Company will have adequate funding to commence operations of a new line of business. The principal stockholders of the Company have indicated their intention to finance the Company for a “reasonable” period of time to enable the Company to continue as a going concern, assuming that in such a period of time the Company would not be able to raise additional capital to support its continuation. However, it is uncertain for how long or to what extent such a period of time would be “reasonable” and there can be no assurance that the financing from these stockholders will be continued.

		Three months ended June 30,								Six months ended June 30,
		2010				2009				2010				2009
										(Unaudited)
		US$				US$				US$				US$
Turnover			—				65				—				131,623
Operating costs			(26,018	)			(149,033	)			(123,311	)			(367,912	)
Finance costs			(363	)			(980	)			1,139				(1,961	)
Other income			1,387				168				1,391				397
Loss before taxation			(24,994	)			(149,780	)			(123,059	)			(237,853	)
Taxation			—				(16	)			—				(25,716	)
Loss before minority interest			(24,994	)			(149,796	)			(123,059	)			(263,569	)
Minority interest			—				—				—				—
Net loss attributable to discontinued operation			(24,994	)			(149,796	)			(123,059	)			(263,569	)

THREE MONTHS ENDED JUNE 30, 2010 (UNAUDITED) COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2009 (UNAUDITED)

OPERATING REVENUES

Operating revenues for the three months ended June 30, 2010 were US$0 compared to US$0 for the comparable period last year.

OPERATING EXPENSES

The Company’s operating expenses totaled US$26,018 for the three months ended June 30, 2010, compared to US$149,033. This represented a decrease of US$123,015.

NET NON-OPERATING EXPENSES

Net non-operating expenses for the second quarter of 2010 totaled US$363, compared to US$980 for the second quarter of 2009.

PROVISION FOR INCOME TAXES

No income tax expense for the three months ended June 30, 2010 and 2009 was incurred because the Company and its subsidiaries incurred losses for taxation purposes.

NET LOSS FROM DISCONTINUED OPERATIONS

The Company has recorded a net loss from discontinued operations of US$24,994 for the second quarter of 2010, compared to a net loss from discontinued operations of US$149,796 for the second quarter of 2009.

SIX MONTHS ENDED JUNE 30, 2010 (UNAUDITED) COMPARED TO SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED)

OPERATING REVENUES

Operating revenues for the six months ended June 30, 2010 were US$0 compared to US$131,623 for the comparable period last year.

OPERATING EXPENSES

The Company’s operating expenses totaled US$123,311, for the six months ended June 30, 2010, compared to US$367,912, for the first two quarters of 2009. This represented a decrease of US$244,601.

NET NON-OPERATING EXPENSES

Net non-operating expenses for the first two quarters of 2010 totaled US$1,139 compared to US$1,961 in the first two quarters of 2009.

PROVISION FOR INCOME TAXES

No income tax expense for the six months ended June 30, 2010 and 2009 was incurred because the Company and its subsidiaries incurred losses for taxation purposes.

NET LOSS FROM DISCONTINUED OPERATIONS

The Company has recorded a net loss from discontinued operations of US$123,059 for the first two quarters of 2010, compared to a net loss from discontinued operations of US$263,569 for the first two quarters of 2009.

LIQUIDITY AND CAPITAL RESOURCES

The Company is currently financing its operations primarily through cash generated from financing activities.

Cash and cash equivalent balances as of June 30, 2010 and June 30, 2009 were US$17,076 and US$230,372, respectively.

Net cash used in operating activities of discontinued operations was US$128,033 and US$304,388 for the six months ended June 30, 2010 and 2009, respectively.

Net cash provided by financing activities of discontinued operations was US$65,240 and US$160,982 in the six months ended June 30, 2010 and 2009, respectively. The decrease in net cash provided by financing activities of discontinued operations mainly resulted from the decrease in net advances from related parties.

During the six months ended June 30, 2010, the Company did not enter into any transactions using derivative financial instruments or derivative commodity instruments nor held any marketable equity securities of publicly traded companies. Accordingly, the Company believes its exposure to market interest rate risk and price risk is not material.

During the six months ended June 30, 2010 and 2009, the Company had no material purchases or investments.

CRITICAL ACCOUNTING POLICIES

Given that the Company currently has no operating business, there are no critical accounting policies that currently affect our financial condition and results of operations.

Related party transactions

We do not have any of the following:

•		Trading activities that include non-exchange traded contracts accounted for at fair value.
•		Relationships and transactions with persons or entities that derive benefits from any non-independent relationships other than related party transactions discussed in this Report.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to the Company.

Future Operations

The Company is seeking investment opportunities that may provide revenues for the Company. However, the Company has not identified a specific line of business or territory for any such new business. There can be no assurance that the Company will be successful in identifying a new line of business that it can enter into or that if such new line of business is identified, that the receipt of revenues is probable.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are not exposed to a material level of market risk due to changes in interest rates, since we have never registered or issued debt instruments. Our outstanding long term liabilities are mostly loans from a director or other related parties, which are unsecured and interest rate fixed or interest-free. Currently we do not maintain a portfolio of interest-sensitive debt instruments or any fixed-income derivatives. Management has continuously paid great attention to the financial leverage in business development and interest expenses in operations.

Item 4T. Controls and Procedures .

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of its disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and which also are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting is as of the six months ended June 30, 2010. We believe that our internal control over financial reporting is effective. We have not identified any current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

(b) Changes in Internal Controls

There were no changes in the Company’s internal control over financial reporting for the six months ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 6. Exhibits.

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1		Section 1350 Certification of Chief Executive Officer
32.2		Section 1350 Certification of Chief Financial Officer

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1		Section 1350 Certification of Chief Executive Officer
32.2		Section 1350 Certification of Chief Financial Officer

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