UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2023

or

☐	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
Cloudweb, Inc.
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(Exact name of registrant as specified in its charter)
Florida	47-0978297
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(State or other jurisdiction of<br><br>incorporation or organization)	(IRS Employer<br><br>Identification No.)
800 W El Camino Real Suite 180<br><br>Mountain View, CA	94040
(Address of principal executive offices)	(Zip Code)

650-963-7749

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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

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   ☐ NO

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes   ☐ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ YES   ☒ NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ YES   ☐ NO

APPLICABLE ONLY TO CORPORATE ISSUERS

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

27,819,385 common shares issued and outstanding as of October 5, 2023.

TABLE OF CONTENTS

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
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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CLOUDWEB, INC.

BALANCE SHEETS

(in U.S. Dollars, except for number of shares or otherwise stated)

	September 30, 2023			December 31, 2022
ASSETS
Total Current Assets	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	54,706		$	59,656
Accrued interest		208,185			181,058
Promissory notes payable		2,160			2,160
Convertible notes payable, net of note discount		153,482			153,482
Due to related party		134,309			96,760
Total Current Liabilities		552,842			493,116
Promissory notes payable		67,326			67,326
Total Liabilities		620,168			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		(233,370,255	)		(233,310,529	)
Accumulated deficit from discontinued operations		(96,216	)		(96,216	)
Total Stockholders’ Deficit		(620,168	)		(560,442	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CLOUDWEB, INC.

STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(in U.S. Dollars, except for number of shares or otherwise stated)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
OPERATING EXPENSES
Professional fees	$	8,550		$	9,150		$	32,600		$	37,950
Total Operating Expenses		8,550			9,150			32,600			37,950
OTHER EXPENSES
Interest expense		(9,140	)		(9,142	)		(27,126	)		(28,505	)
Total Operating Expenses		(9,140	)		(9,142	)		(27,126	)		(28,505	)
NET LOSS	$	(17,690	)	$	(18,292	)	$	(59,726	)	$	(66,455	)
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			29,632,572			27,819,385			25,291,811

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CLOUDWEB, INC.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(in U.S. Dollars, except for number of shares or otherwise stated)

Nine Months Ended September 30, 2023

											Accumulated Deficit
											From
	Common Stock (no par value)				Additional						Discontinued			Total
	Number of Shares		Amount		Paid-In<br><br>Capital			Accumulated<br><br>Deficit			Operations Deficit			Stockholders'<br><br>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	)
Net loss		-		-		-			(17,690	)		-			(17,690	)
Balance - September 30, 2023		27,819,385	$	237,937,821	$	(5,091,518	)	$	(233,370,255	)	$	(96,216	)	$	(620,168	)

Nine Months Ended September 30, 2022

														Accumulated Deficit
														From
	Common Stock (no par value)				Additional									Discontinued			Total ****
	Number of Shares		Amount		Paid-In<br><br>Capital			Stock<br><br>Payable			Accumulated<br><br>Deficit			Operations Deficit			Stockholders'<br><br>Deficit
Balance - December 31, 2021		319,385	$	128,437,821	$	155,982		$	104,250,000		$	(233,207,533	)	$	(96,216	)	$	(459,946	)
Share Issuance for director compensation		25,000,000		104,250,000		-			(104,250,000	)		-			-			-
Net loss		-		-		-			-			(29,028	)		-			(29,028	)
Balance - March 31, 2022		25,319,385	$	232,687,821	$	155,982		$	-		$	(233,236,561	)	$	(96,216	)	$	(488,974	)
Share Issuance for repayment of convertible note		2,500,000		5,250,000		(5,247,500	)		-			-			-			2,500
Net loss		-		-		-			-			(19,135	)		-			(19,135	)
Balance - June 30, 2022		27,819,385	$	237,937,821	$	(5,091,518	)	$	-		$	(233,255,696	)	$	(96,216	)	$	(505,609	)
Net loss		-		-		-			-			(18,292	)		-			(18,292	)
Balance - September 30, 2022		27,819,385	$	237,937,821	$	(5,091,518	)	$	-		$	(233,273,988	)	$	(96,216	)	$	(523,901	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CLOUDWEB, INC.

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(in U.S. Dollars, except for number of shares or otherwise stated)

	Nine Months Ended
	September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(59,726	)	$	(66,455	)
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		(4,950	)		497
Accrued interest		27,127			27,324
Net cash used in operating activities		(37,549	)		(37,450	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advancement from related party		37,549			37,450
Net cash provided by financing activities		37,549			37,450
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

The accompanying notes are an integral part of these unaudited condensed financial statements.

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CLOUDWEB, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(in U.S. Dollars, except for number of shares or otherwise stated)

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Cloudweb, Inc. (the “Company”, or “we”) is a Florida corporation incorporated on May 25, 2014 as Formigli, Inc. In December 2015, the Company changed its name to Data Backup, Inc., and on November 4, 2016, the Company changed its name to Data Backup Solutions Inc. On October 1, 2017, the Company changed its name to Cloudweb, Inc.

We are currently exploring different options of further developing and marketing our web hosting and data storage services. This includes plans to make hosting available for free while being supported by advertiser content. The Company will also look into white labeling its services to allow other brands to use our platforms for their own needs.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles used in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

ASC 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash, prepayments and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Web Development Cost

In accordance with FASB ASC350-50 “Web Development Costs”, all costs incurred during the website planning stage are incurred. During the website application and infrastructure development stage, software tool costs and internet domain costs are capitalized, and website hosting costs are expensed. Cost incurred in the graphics development, content development and operating stage are generally expensed unless the costs are software related and should then be capitalized.

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Share-based Expenses

ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services and non-employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees and non-employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

For the nine months ended September 30, 2023 and 2022, respectively, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

	September 30,		September 30,
	2023		2022
	(Shares)		(Shares)
Convertible notes payable		55,327,097		55,326,667

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt—Debt with “Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a CCF and (2) convertible instruments with a beneficial conversion feature (“BCF”). With the adoption of ASU 2020-06, entities will not separately present in equity an embedded conversion feature these debts. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has chosen to early adopt this standard on January 1, 2021 financial statements and did not record BCF on the issuance of convertible notes with conversion rate below the Company’s market stock price on the date of note issuance.

NOTE 3 – GOING CONCERN

The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company estimates that it will require additional cash resources from loan from related party and unaffiliated parties based on its current operating plan and condition. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

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NOTE 4 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2023 and 2022, the Director of the Company advanced $37,549 and $37,450 for paying operating expenses on behalf of the Company, respectively. The loan is non-interest bearing and due on demand.

As of September 30, 2023 and December 31, 2022, due to related party was $134,309 and $96,760, respectively.

NOTE 5 – PROMISSORY NOTES

		September 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

As of September  30, 2023 and December 31, 2022, the accrued interest on the promissory notes was $105,764 and $89,464, respectively.

NOTE 6 – CONVERTIBLE NOTES

		September 30,			December 31,
	Expiry Date	2023			2022
Convertible Notes - July 2017	6/30/2022	$	116,000		$	116,000
Convertible Notes - January 2020	Due on demand		8,033			8,033
Convertible Notes - March 2020	Due on demand		4,768			4,768
Convertible Notes - June 2020	Due on demand		13,800			13,800
Convertible Notes - September 2020	Due on demand		7,307			7,307
Convertible Notes - December 2020	Due on demand		3,574			6,074
Less debt discount			-			(1,184	)
			153,482			154,798
Less current portion of convertible note payable			(153,482	)		(154,798	)
Long-term convertible notes payable		$	-		$	-
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Convertible Notes – July 2017

On July 1, 2017, the Company replaced the promissory notes held by the four non-affiliated assignees with convertible notes at principal amount of $34,000, for total note principal amount of $136,000. The convertible notes bear interest at 4% per annum, has an original expiry date of June 30, 2019 and subsequently extended to June 30, 2022 and are convertible at $0.005 per share for the Company common stock. On January 2, 2018, the four non-affiliated holders of the convertible notes elected to convert $5,000 principal portion of their notes for 5,000 shares (pre 200:1 reverse stock split - 1,000,000 shares) of common stock at $0.005 per share. An aggregate $20,000 principal amount of the four convertible notes were converted for 4,000,000 common shares. The note is currently at default.

Convertible Note – January 2020

On January 2, 2020, the Company replaced a promissory note of $17,033 originally issued to an unaffiliated party on December 31, 2017 with a convertible note of $17,033. The convertible note is due on demand, bear interest at 10% per annum and is convertible at $0.003 per share. The discount on convertible note from beneficial conversion feature of $17,033 was fully amortized during the year ended December 31, 2020. On March 4, 2020, this convertible note was sold to another unaffiliated party.

Convertible Note – March 2020

On March 4, 2020, the convertible note originally issued on January 2, 2020 comprising of principal amount of $17,033 and accrued interest of $21,073 was sold to another unaffiliated party. On March 23, 2020, the principal amount of the convertible note of $9,000 was converted into 15,000 shares (pre 200:1 reverse stock split - 3,000,000 shares) of common stock. (see Note 7)

On March 31, 2020, the Company issued to an unaffiliated party a convertible note at $4,768 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $4,768 was fully amortized during the year ended December 31, 2020.

Convertible Note – June 2020

On June 30, 2020, the Company issued to an unaffiliated party a convertible note at $13,800 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $13,800 was fully amortized during the year ended December 31, 2020.

Convertible Note – September 2020

On September 30, 2020, the Company issued to an unaffiliated party a convertible note at $7,307 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $7,307 was fully amortized during the year ended December 31, 2020.

Convertible Note – December 2020

On December 31, 2020, the Company issued to an unaffiliated party a convertible note at $6,074 for paying operating expenses on behalf of the Company. The convertible note is due on demand, bears interest at 30% per annum and is convertible at $0.001 per share. The discount on convertible note from beneficial conversion feature of $6,074 was fully amortized during the year ended December 31, 2020. During the year ended December 31, 2022, the Company issued 2,500,000 for partial repayment of the convertible note of $2,500 at $2.10 stock price. As of September 30, 2023, the convertible note was $3,574.

As of September 30, 2023 and December 31, 2022, the convertible notes payable was $153,482, net of note discount and accrued interest payable was $102,421 and $95,164, respectively.

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NOTE 7 - EQUITY

Authorized Stock

The Company’s authorized common stock consists of 500,000,000 shares with no par value.

Common Shares

During nine months ended September 30, 2022, the Company issued 25,000,000 shares of restricted common stock valued at $104,250,000 to the Director of the Company for year 2021 salary.

During nine months ended September 30, 2022, the Company issued 2,500,000 for partial repayment of the convertible note of $2,500 at $2.10 stock price.

As of September 30, 2023 and December 31, 2022, the issued and outstanding shares of common stock was 27,819,385.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has analyzed its operations subsequent to September 30, 2023 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

As used in this quarterly report, the terms “we”, “us”, “our”, and “our company” means Cloudweb, Inc., unless otherwise indicated.

General Overview

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Our Company

Cloudweb, Inc. is a Florida corporation incorporated on May 25, 2014 as Formigli, Inc. In December 2015, the Company changed its name to Data Backup, Inc., and on November 4, 2016, the Company changed its name to Data Backup Solutions Inc. On October 1, 2017, the Company changed its name to Cloudweb, Inc.

Our headquarters are located at 800 W El Camino Real Suite 180 Mountain View, Florida, CA 94040.

We are currently exploring different options of further developing and marketing our web hosting and data storage services Hostwizer.com, W8hosting.com, and JeyCloud.com. This includes plans to make hosting available for free while being supported by advertiser content. The Company will also look into white labeling its services to allow other brands to use our platforms for their own needs.

We do not have any subsidiaries.

We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Results of Operations

The following summary of our operations should be read in conjunction with our unaudited condensed financial statements for the nine ended September 30, 2023 and 2022.

Three months ended September 30, 2023 compared to three months ended September 30, 2022

	Three Months Ended
	September 30,
	2023		2022		Changes			%
Revenue	$	-	$	-	$	-
Operating Expenses
Professional fees	$	8,550	$	9,150	$	(600	)	(7%)
Total operating expenses		8,550		9,150		(600	)	(7%)
Other expenses		9,140		9,142		(2	)		-
Net Loss	$	17,690	$	18,292	$	(602	)	(3%)

Our net loss for the three months ended September 30, 2023 was $17,690 compared with net loss of $18,292 for the three months ended September 30, 2022 due to the increase in professional fees.

Nine months ended September 30, 2023 compared to nine months ended September 30, 2022

	Nine Months Ended
	September 30,
	2023		2022		Changes%
Operating expenses
Professional fees	$	32,600	$	37,950	$	(5,350	)(14%)
Total operating expenses		32,600		37,950		(5,350	)(14%)
Other expenses		27,126		28,505		(1,379	)(5%)
Net Loss	$	59,726	$	66,455	$	(6,729	)(10%)

Our net loss for the nine months ended September 30, 2023 was $59,726 compared with net loss of $66,455 for the nine months ended September 30, 2022 due to the decrease in professional fees and amortization of note discount.

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Liquidity and Capital

Working Capital

	As of			As of
	September 30,			December 31,
	2023			2022			Changes			%
Current Assets	$	-		$	-		$	-			-
Current Liabilities	$	552,842		$	493,116		$	59,726			12	%
Working Capital Deficiency	$	(552,842	)	$	(493,116	)	$	(59,726	)		12	%

As at September 30, 2023 and December 31, 2022, our company had no cash and assets.

As at September 30, 2023 our company had current liabilities of $552,842 as compared to $493,116 as of December 31, 2022. The increase in current liabilities was due to an increase in accrued interest and due to related party.

As at September 30, 2023, our company had a working capital deficiency of $552,842 compared with a working capital deficit of $493,116 as at December 31, 2022. The increase in working capital deficit was primarily due to an increase in due to related party and accrued interest.

Cash Flows

	Nine Months Ended
	September 30,
	2023			2022			Changes			%
Cash flows used in operating activities	$	(37,549	)	$	(37,450	)	$	(99	)		-
Cash flows provided by financing activities		37,549			37,450			99			-
Net changes in cash	$	-		$	-		$	-			-

Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the nine months ended September 30, 2023, net cash used in operating activities was $37,549 compared to $37,450 used during the nine months ended September 30, 2022.

Cash flows used in operating activities during the nine months ended September 30, 2023, comprised of a net loss of $59,726, reduced by a net change in working capital of $22,177.

Cash flows used in operating activities during the nine months ended September 30, 2022, comprised of a net loss of $66,455 which was reduced by non-cash expenses of $1,184 for amortization of debt discount and a net change in working capital of $27,821.

Cash Flow from Investing Activities

During the nine months ended September 30, 2023 and 2022, our company did not have any investing activities.

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Cash Flow from Financing Activities

During the nine months ended September 30, 2023 and 2022, net cash provided by financing activities was $37,549 and $37,450 for advancement from the Company’s Director for paying operating expenses, respectively.

Going Concern

As of September 30, 2023, we had an accumulated deficit of $233,370,255. We believe that its existing capital resources may not be adequate to enable it to execute its business plan. These conditions raise substantial doubt as to our Company’s ability to continue as a going concern. Our Company is currently exploring different options of further developing and marketing our web hosting and data storage services. The accompanying condensed financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business plans.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (our principal executive officer, principal financial officer and principal accounting officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer has concluded that as of such date, our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

The following exhibits are included as part of this report:

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.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CLOUDWEB, INC.
	(Registrant)
Dated: October 23, 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)
18
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clow_ex311.htm EXHIBIT 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Zhi De Liao, certify that:

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;

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(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.

Date: October 23, 2023

/s/ Zhi De Liao

| Zhi De Liao<br> <br>President, Chief Executive Officer, |

| Chief Financial Officer and Director |

| (Principal Executive Officer, Principal |

| Financial Officer and Principal Accounting Officer) |

clow_ex321.htm EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Zhi De Liao, President, of Cloudweb, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the quarterly report on Form 10-Q of Cloudweb, Inc. for the period ended September 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.

Date: October 23, 2023

/s/ Zhi De Liao

| Zhi De Liao<br> <br>President, Chief Executive Officer, |

| Chief Financial Officer and Director |

| (Principal Executive Officer, Principal |

| Financial Officer and Principal Accounting Officer) |

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Cloudweb, Inc. and will be retained by Cloudweb, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.