Cloudweb, Inc 10-Q for FY2023 Q3
Cloudweb, Inc. (CLOW)
About this 10-Q
Cloudweb, Inc filed this 10-Q on October 23, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $17.69K
- compared with a net loss of $18.29K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from _________ to _________ |
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Commission File Number | |
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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(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. ☒
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). ☒
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 | ☐ |
☒ | Smaller reporting company | ||
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| 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)
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.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition or Plan of Operation |
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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)
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| December 31, 2022 |
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ASSETS |
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Total Current Assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Promissory notes payable |
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Convertible notes payable, net of note discount |
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Due to related party |
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Total Current Liabilities |
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Promissory notes payable |
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Total Liabilities |
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Stockholders’ Deficit |
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Common stock, no par value; |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated deficit from discontinued operations |
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Total Stockholders’ Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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| Table of Contents |
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)
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OPERATING EXPENSES |
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Professional fees |
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Total Operating Expenses |
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OTHER EXPENSES |
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Interest expense |
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Total Operating Expenses |
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NET LOSS |
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NET LOSS PER SHARE: BASIC AND DILUTED |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
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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
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| Number of Shares |
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| Amount |
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Balance - December 31, 2022 |
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Net loss |
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Balance - March 31, 2023 |
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Net loss |
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Balance - June 30, 2023 |
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Net loss |
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Balance - September 30, 2023 |
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Nine Months Ended September 30, 2022
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Balance - December 31, 2021 |
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Share Issuance for director compensation |
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Net loss |
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Balance - March 31, 2022 |
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Share Issuance for repayment of convertible note |
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Net loss |
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Balance - June 30, 2022 |
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Net loss |
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Balance - September 30, 2022 |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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| Table of Contents |
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)
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to net cash from operating activities: |
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Amortization of debt discount |
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Changes in operating liabilities: |
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Accounts payable and accrued liabilities |
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Accrued interest |
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Net cash used in operating activities |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Advancement from related party |
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Net cash provided by financing activities |
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Net change in cash and cash equivalents |
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Cash and cash equivalents - beginning of period |
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Cash and cash equivalents - end of period |
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Supplemental Cash Flow Disclosures |
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Cash paid for interest |
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Non-Cash Investing and Financing Activity: |
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Share Issuance for director compensation |
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Share Issuance for repayment of convertible notes |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| 6 |
| Table of Contents |
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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| Table of Contents |
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:
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Convertible notes payable |
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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.
| 8 |
| Table of Contents |
NOTE 4 – RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2023 and 2022, the Director of the Company advanced $
As of September 30, 2023 and December 31, 2022, due to related party was $
NOTE 5 – PROMISSORY NOTES
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Promissory Note - November 2017 |
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Promissory Note - March 2018 |
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Promissory Note - June 2018 |
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Promissory Note - September 2018 |
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Promissory Note - December 2018 |
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Promissory Note - March 2019 |
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Promissory Note - June 2019 |
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Promissory Note - September 2019 |
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Promissory Note - December 2019 |
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Less current portion of promissory note payable |
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Long-term promissory notes payable |
|
|
| $ |
|
| $ |
|
|
| |||
As of September 30, 2023 and December 31, 2022, the accrued interest on the promissory notes was $
NOTE 6 – CONVERTIBLE NOTES
|
|
| September 30, |
|
| December 31, |
| |||
|
| Expiry Date |
| 2023 |
|
| 2022 |
| ||
Convertible Notes - July 2017 |
| 6/30/2022 |
| $ |
|
| $ |
| ||
Convertible Notes - January 2020 |
| Due on demand |
|
|
|
|
|
| ||
Convertible Notes - March 2020 |
| Due on demand |
|
|
|
|
|
| ||
Convertible Notes - June 2020 |
| Due on demand |
|
|
|
|
|
| ||
Convertible Notes - September 2020 |
| Due on demand |
|
|
|
|
|
| ||
Convertible Notes - December 2020 |
| Due on demand |
|
|
|
|
|
| ||
Less debt discount |
|
|
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
| ||
Less current portion of convertible note payable |
|
|
|
| ( | ) |
|
| ( | ) |
Long-term convertible notes payable |
|
|
| $ |
|
| $ |
| ||
| 9 |
| Table of Contents |
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 $
Convertible Note – January 2020
On January 2, 2020, the Company replaced a promissory note of $
Convertible Note – March 2020
On March 4, 2020, the convertible note originally issued on January 2, 2020 comprising of principal amount of $
On March 31, 2020, the Company issued to an unaffiliated party a convertible note at $
Convertible Note – June 2020
On June 30, 2020, the Company issued to an unaffiliated party a convertible note at $
Convertible Note – September 2020
On September 30, 2020, the Company issued to an unaffiliated party a convertible note at $
Convertible Note – December 2020
On December 31, 2020, the Company issued to an unaffiliated party a convertible note at $
As of September 30, 2023 and December 31, 2022, the convertible notes payable was $
| 10 |
| Table of Contents |
NOTE 7 - EQUITY
Authorized Stock
The Company’s authorized common stock consists of
Common Shares
During nine months ended September 30, 2022, the Company issued
During nine months ended September 30, 2022, the Company issued
As of September 30, 2023 and December 31, 2022, the issued and outstanding shares of common stock was
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.
| 11 |
| Table of Contents |
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
| 12 |
| Table of Contents |
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.
| 13 |
| Table of Contents |
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.
| 14 |
| Table of Contents |
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.
| 15 |
| Table of Contents |
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.
| 16 |
| Table of Contents |
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 |
| Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | |
32 |
| Section 1350 Certification |
| 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. |
| 17 |
| Table of Contents |
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 |
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 President, Chief Executive Officer, |
|
| Chief Financial Officer and Director |
|
| (Principal Executive Officer, Principal |
|
| Financial Officer and Principal Accounting Officer) |
|
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 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.