Cloudweb, Inc 10-Q for FY2023 Q2

Cloudweb, Inc. (CLOW)

10-Q 2023-08-04 For: 2023-06-30

Added on April 06, 2026

About this 10-Q

Cloudweb, Inc filed this 10-Q on August 4, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $20.59K; compared with a net loss of $19.14K a year earlier

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☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________ to _________

Commission File Number 333-199193

Florida		47-0978297
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

800 W El Camino Real Suite 180 Mountain View, CA		94040
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

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

	For the quarterly period ended June 30, 2023

	June 30, 2023			December 31, 2022
ASSETS

Total Current Assets	$	-		$	-

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	60,597		$	59,656
Accrued interest		199,044			181,058
Promissory notes payable		2,160			2,160
Convertible notes payable, net of note discount		153,482			153,482
Due to related party		119,869			96,760
Total Current Liabilities		535,152			493,116

Promissory notes payable		67,326			67,326

Total Liabilities		602,478			560,442

Stockholders’ Deficit
Common stock, no par value; 500,000,000 shares authorized, 27,819,385 shares issued and outstanding		237,937,821			237,937,821
Additional paid-in capital		(5,091,518	)		(5,091,518	)
Accumulated deficit		(233,352,565	)		(233,310,529	)
Accumulated deficit from discontinued operations		(96,216	)		(96,216	)
Total Stockholders’ Deficit		(602,478	)		(560,442	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

OPERATING EXPENSES
Professional fees	$	11,550		$	9,500		$	24,050		$	28,800
Total Operating Expenses		11,550			9,500			24,050			28,800

OTHER EXPENSES
Interest expense		(9,043	)		(9,635	)		(17,986	)		(19,363	)
Total Operating Expenses		(9,043	)		(9,635	)		(17,986	)		(19,363	)

NET LOSS	$	(20,593	)	$	(19,135	)	$	(42,036	)	$	(48,163	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		27,819,385			27,124,940			27,819,385			23,999,940

											Accumulated Deficit
											From
	Common Stock (no par value)				Additional						Discontinued			Total
	Number of Shares		Amount		Paid-In Capital			Accumulated Deficit			Operations Deficit			Stockholders’ Deficit

Balance - December 31, 2022		27,819,385	$	237,937,821	$	(5,091,518	)	$	(233,310,529	)	$	(96,216	)	$	(560,442	)
Net loss		-		-		-			(21,443	)		-			(21,443	)
Balance - March 31, 2023		27,819,385	$	237,937,821	$	(5,091,518	)	$	(233,331,972	)	$	(96,216	)	$	(581,885	)
Net loss		-		-		-			(20,593	)		-			(20,593	)
Balance - June 30, 2023		27,819,385	$	237,937,821	$	(5,091,518	)	$	(233,352,565	)	$	(96,216	)	$	(602,478	)

		June 30,			December 31,
	Expiry Date	2023			2022			Interest Rate
Promissory Note - November 2017	Due on demand	$	2,160		$	2,160		60% per annum
Promissory Note - March 2018	3/31/2028		15,296			15,296		30% per annum
Promissory Note - June 2018	6/29/2028		12,249			12,249		30% per annum
Promissory Note - September 2018	9/29/2028		5,408			5,408		30% per annum
Promissory Note - December 2018	12/30/2028		6,137			6,137		30% per annum
Promissory Note - March 2019	3/30/2029		7,150			7,150		30% per annum
Promissory Note - June 2019	6/30/2029		10,105			10,105		30% per annum
Promissory Note - September 2019	9/30/2029		4,081			4,081		30% per annum
Promissory Note - December 2019	12/31/2029		6,900			6,900		30% per annum
			69,486			69,486
Less current portion of promissory note payable			(2,160	)		(2,160	)
Long-term promissory notes payable		$	67,326		$	67,326

	Three Months Ended
	June 30
	2023		2022		Changes			%

Operating Expenses
Professional fees	$	11,550	$	9,500	$	2,050			22	%
Total operating expenses		11,550		9,500		2,050			22	%
Other expenses		9,043		9,635		(592	)		(6	)%
Net Loss	$	20,593	$	19,135	$	1,458			8	%

	As of			As of
	June 30			December 31,
	2023			2022			Changes			%

Current Assets	$	-		$	-		$	-			-
Current Liabilities	$	535,152		$	493,116		$	42,036			9	%
Working Capital Deficiency	$	(535,152	)	$	(493,116	)	$	(42,036	)		9	%

Exhibit Number		Description
31		Rule 13a-14(a)/15d-14(a) Certification
31.1		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32		Section 1350 Certification
32.1*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
101		Interactive Data Files
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith. In addition, in accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

**	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

		CLOUDWEB, INC.
		(Registrant)

Dated: August 4, 2023		/s/ Zhi De Liao
		Zhi De Liao
		President, Chief Executive Officer,
		Chief Financial Officer and Director
		(Principal Executive Officer, Principal
		Financial Officer and Principal Accounting Officer)

	Six Months Ended
	June 30,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(42,036	)	$	(48,163	)
Adjustments to reconcile net loss to net cash from operating activities:
Amortization of debt discount		-			1,184
Changes in operating liabilities:
Accounts payable and accrued liabilities		941			3,497
Accrued interest		17,986			18,182
Net cash used in operating activities		(23,109	)		(25,300	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from related party		23,109			25,300
Net cash provided by financing activities		23,109			25,300

Net change in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	$	-		$	-

Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-Cash Investing and Financing Activity:
Share Issuance for director compensation	$	-		$	104,250,000
Share Issuance for repayment of convertible notes	$	-		$	2,500
Beneficial conversion feature	$	-		$	-

	Six Months Ended
	June 30
	2023			2022			Changes			%

Cash flows used in operating activities	$	(23,109	)	$	(25,300	)	$	2,191			(9	)%
Cash flows provided by financing activities		23,109			25,300			(2,191	)		(9	)%
Net changes in cash	$	-		$	-		$	-			-

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

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

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

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

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

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

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

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

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

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Zhi De Liao
Zhi De Liao President, Chief Executive Officer,
Chief Financial Officer and Director
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)

	(1)	the quarterly report on Form 10-Q of Cloudweb, Inc. for the period ended June 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cloudweb, Inc.