¨
|
REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
OR
|
|
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended December 31, 2008
|
OR
|
|
¨
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ___________________________ to
________________________________
|
|
¨
|
SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
Date
of event requiring this shell company report
___________________________
|
|
For
the transition period from ___________________________ to
________________________________
|
Title
of each class:
|
NONE
|
Name
of each exchange on which registered:
|
NONE
|
CAUTIONARY
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
|
4
|
|
PART
I
|
4 | |
ITEM
1.
|
IDENTITY
OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
|
4
|
ITEM
2.
|
OFFER
STATISTICS AND EXPECTED TIMETABLE
|
4
|
ITEM
3.
|
KEY
INFORMATION
|
5
|
ITEM
4.
|
INFORMATION
ON THE COMPANY
|
24
|
ITEM
4A.
|
UNRESOLVED
STAFF COMMENTS
|
39
|
ITEM
5.
|
OPERATING
AND FINANCIAL REVIEW AND PROSPECTS
|
39
|
ITEM
6.
|
DIRECTORS,
SENIOR MANAGEMENT AND EMPLOYEES
|
46
|
ITEM
7.
|
MAJOR
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
52
|
ITEM
8.
|
FINANCIAL
INFORMATION
|
53
|
ITEM
9.
|
THE
OFFER AND LISTING
|
53
|
ITEM
10.
|
ADDITIONAL
INFORMATION
|
54
|
ITEM
11.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
58
|
ITEM
12.
|
DESCRIPTION
OF SECURITIES OTHER THAN EQUITY SECURITIES
|
58
|
PART
II
|
58
|
|
ITEM
13.
|
DEFAULTS,
DIVIDENDS ARREARS AND DELINQUENCIES
|
58
|
ITEM
14.
|
MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
|
58
|
ITEM
15.
|
CONTROLS
AND PROCEDURES
|
59
|
ITEM
16A.
|
AUDIT
COMMITTEE FINANCIAL EXPERT
|
59
|
ITEM
16B.
|
CODE
OF ETHICS
|
59
|
ITEM
16C.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
60
|
ITEM
16D.
|
EXEMPTIONS
FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
60
|
ITEM
16E.
|
PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
|
60
|
Year
ended December 31,
|
||||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Income Statements:
|
||||||||||||||||||||
Operating
revenues
|
$ | 1,011,322 | $ | 1,325,994 | $ | 643,370 | $ | 533,521 | $ | 487,710 | ||||||||||
Operating
profit (loss) before income taxes and non controlling
interest
|
(950,223 | ) | 54,133 | (209,883 | ) | (78,030 | ) | (95,946 | ) | |||||||||||
Net
loss
|
(950,123 | ) | 108,354 | (209,883 | ) | (78,030 | ) | (95,946 | ) | |||||||||||
Earning
(loss ) per share - basic
|
(0.09 | ) | 0.01 | (0.03 | ) | (0.01 | ) | (0.01 | ) | |||||||||||
Earning
(loss) per share - diluted
|
(0.09 | ) | 0.01 | (0.03 | ) | (0.01 | ) | (0.01 | ) | |||||||||||
Weighted
Average Common shares outstanding – basic
|
10,700,000 | 9,012,328 | 8,200,000 | 8,200,000 | 8,004,384 | |||||||||||||||
Weighted
Average Common shares outstanding - diluted
|
10,700,000 | 9,103,713 | 8,200,000 | 8,200,000 | 8,004,384 | |||||||||||||||
Consolidated Balance
Sheets:
|
||||||||||||||||||||
Total
assets
|
$ | 2,104,383 | $ | 2,780,226 | $ | 226,896 | $ | 312,053 | $ | 366,623 | ||||||||||
Equipment
|
46,526 | 22,001 | 22,677 | 16,767 | 22,421 | |||||||||||||||
Total
current liabilities
|
221,251 | 373,870 | 439,278 | 170,469 | 119,766 | |||||||||||||||
Stockholders’
(deficiency) equity
|
1,483,311 | 2,200,694 | (212,382 | ) | (8,416 | ) | 66,857 |
|
·
|
the
difficulties of integrating, assimilating and managing the operations,
technologies, intellectual property, products and personnel of the
acquired business;
|
|
·
|
the
diversion of management attention from other business
concerns;
|
|
·
|
the
reduced availability of favorable financing for future
acquisitions;
|
|
·
|
the
additional expense associated with acquired contingent
liabilities;
|
|
·
|
our
inability to manage adequately the currency, interest rate and equity
price fluctuations relating to our acquisitions and
investments;
|
|
·
|
the
loss of key employees in acquired
businesses;
|
|
·
|
the
risk of being sued by terminated employees and contractors;
and
|
|
·
|
our
lack of familiarity with local market and other conditions and business
practices.
|
|
-
|
online
services or websites focused on business, finance and investing, such as
CBS.MarketWatch.com, CNBC on MSN Money, CNNfn.com, The Wall Street Journal
Online, TheStreet.com, Globeinvestor.com, TheNewYorkTimes.com,
DowJones.com, SmartMoney.com, and The Motley
Fool;
|
|
-
|
publishers
and distributors of traditional media, including print, radio and
television, such as The Wall Street Journal, Fortune, Bloomberg Business
Radio and CNBC;
|
|
-
|
providers
of terminal-based financial news and data, such as Bloomberg Business
News, Reuters News Service and Dow Jones
Markets;
|
|
-
|
web
“portal” companies, such as Yahoo! MSN.com, and America Online;
and
|
|
-
|
online
brokerage firms, many of which provide financial and investment news and
information, such as Charles Schwab, E*TRADE and TD
Waterhouse.
|
|
·
|
Chinese
Content:
|
|
-
|
web
“portal” companies, such as Yahoo! China, Yahoo! Hong Kong, baidu.com,
China.com, Taiwan.com, Sina.com, Sohu.com, HongKong.com, Tom.com, 36.com,
Netease.com, Yam, and Hinet;
|
|
-
|
publishers
and distributors of traditional media, including print, radio and
television, such as Apple Daily, MingPao Daily, SingTao Daily, ChinaByte
and Xinhua News Agency;
|
|
-
|
online
brokerage firms, many of which provide financial and investment news and
information, such as whsb.com, Cash Online, Pt123.com;
and
|
|
-
|
online
services or websites focused on business, finance and investing, such as
Chinesefn.com
,
HKNasdaq.com
,
Chinese.wsj.com
,
www.cnyes.com
,
and
www.jrj.com
.
|
-
|
security;
|
-
|
reliability;
|
-
|
cost;
|
-
|
ease
of deployment;
|
-
|
administration;
and
|
-
|
quality
of service
|
PRC
|
OECD
|
|||
Economic
structure:
|
Planned
economy, but in a slow process of transition to a market
economy
|
Market
economy
|
||
Level of
government involvement in the economy:
|
Very
high
|
Low
to moderate
|
||
Level
of economic development:
|
Developing
country
|
Developed
countries
|
||
Control
of foreign exchange:
|
Government
controlled
|
Market
driven
|
||
Methods
of allocation resources:
|
Government
controlled, but in the slow process of transition to a market
economy
|
Market
driven
|
·
|
contravenes
the basic principles enshrined in the PRC
Constitution;
|
·
|
endangers
the security or unity of the State;
|
·
|
undermines
the State’s religious policies;
|
·
|
undermines
public order or social stability;
or
|
·
|
contains
obscene, pornographic, violent or other illegal content or information
otherwise prohibited by law.
|
|
·
|
China
began its fourth year as a World Trade Organization (WTO) member on
December 11, 2003 The problems that foreign telecom service providers have
faced in accessing China's market should improve in year four as foreign
companies will be permitted to establish joint venture operations in
domestic or international data services without quantitative restrictions
in Beijing, Guangzhou, and Shanghai—though the foreign investment share
may not exceed 25 percent. Foreign companies will be able to invest up to
49 percent. Although, PRC was officially admitted to the WTO, it is still
not clear how this agreement may be changed in
future.
|
|
·
|
The
numerous and often vague restrictions on acceptable content in the PRC
subject us to potential civil and criminal liability, temporary blockage
of our website or complete cessation of our website. For example, the
State Secrecy Bureau, which is directly responsible for the protection of
state secrets of all Chinese government and Chinese Communist Party
organizations, is authorized to block any website it deems to be leaking
state secrets or failing to meet the relevant regulations relating to the
protection of state secrets in the distribution of online
information.
|
·
|
obtaining
financial and investment information from the
investor;
|
·
|
obtaining
a written suitability questionnaire and purchase agreement signed by the
investor; and
|
·
|
providing
the investor a written identification of the shares being offered and the
quantity of the shares.
|
·
|
Delayed
stock quotes;
|
·
|
Summary
company profiles;
|
·
|
Analysts’
buy/sell ratings;
|
·
|
Company
news;
|
·
|
Insider
trading information;
|
·
|
Intraday
and Historical stock charts;
|
·
|
Financial
Statement Summary; and
|
·
|
Foreign
Exchange information.
|
1.
|
Internet
website (
www.na
i500
.com
)
|
2.
|
Online
Marketing Service
|
3.
|
Chinese
Webpage Design, Hosting and
Maintenance
|
4.
|
Translation
Service
|
5.
|
Miscellaneous
IR/PR Services
|
6.
|
Investment
Guides
|
(1)
|
Service
Providers - This section includes the search of financial service firms
and financial service professionals, which are classified under different
types as well as the location in either North America or Greater
China.
|
(2)
|
China
Companies - This section includes the search functions in “Search
Companies Seeking Financing”, “Search Investors”, and “Search Public
Companies”. While members can search for companies from various industry
sectors listed in the search box for all three of the search functions;
they can also search through a number of criteria to narrow their search.
These criteria includes: net assets, sales, financing scale, and 3-year
sales growth in percentage. We might increase the number of search
criteria or improve the search engine functions in the
future.
|
(3)
|
Projects
- This section includes search functions divided into “Financing Projects”
and “Investment Projects”. Members not only can search through industry
sectors but also the kind of financing strategies as well as the financing
or investing scale.
|
(4)
|
Professional
Candidates - This search function provides members an opportunity to find
individual professionals members for human resources purpose. The data for
individual professional candidates is generated from the registration
information required to be a member of RZTO, and we will not undertake
verification or investigation of any such
information.
|
(5)
|
News
- This section currently is under
development.
|
(6)
|
Knowledge –
This section provides articles and links on industry knowledge. Member
companies mostly post articles on a non-regular basis and some articles
are posted by our in-house editing
team.
|
Revenues
|
Year ended
Dec 31, 2008
|
Year ended
Dec 31, 2007
|
Year ended
Dec.31, 2006
|
|||||||||
Banner Advertisement
|
$ | 28,570 | $ | 26,436 | $ | 17,514 | ||||||
Translation
Service
|
20,878 | 5,090 | 3,420 | |||||||||
Chinese
Webpage Design, Hosting and Maintenance
|
130,107 | 169,097 | 71,052 | |||||||||
Computer
Consultation Service
|
0 | 0 | 0 | |||||||||
CWN
Membership, Online Service
|
9,473 | 15,556 | 8,524 | |||||||||
Online
Marketing Service
|
39,427 | 25,826 | 14,880 | |||||||||
Miscellaneous
IR/PR Service
|
100,147 | 223,006 | 170,489 | |||||||||
Investment
Guides
|
60,822 | 85,245 | 78,921 | |||||||||
GCFF
Conference Service
|
602,538 | 775,738 | 251,735 | |||||||||
Others
|
19,360 | 0 | 26,835 | |||||||||
TOTAL
REVENUE
|
$ | 1,011,322 | $ | 1,325,994 | $ | 643,370 |
Geographic
Market
|
Target
Launch Date of the
|
Local
Presence
|
||||||||
Portal
Business
|
IR/PR
Business
|
Online
Platform
Business
|
Conferencing
Business
|
|||||||
Canada
and the United States
|
Launched
in October 2002
|
Launched
in 2001
|
Launched
in October 2006
|
Launched
in May 2003
|
The
main operation of both businesses is from the Vancouver
office.
|
|||||
Hong
Kong
|
Launched
in 4
th
Quarter of 2004
|
Not
Available
|
Not
Available
|
Not
Available
|
We
have already established a local presence in Hong Kong by incorporating
ChineseWorldNet.com (Hong Kong) Limited on December 22, 1999.
ChineseWorldNet.com (Hong Kong) Limited is 99% owned by us with 1% owned
by one of our directors. We established a new office in Hong Kong on
November 1, 2004.
The
market for IR/PR business at Hong Kong has not reach a mature stage and
yet difficult for market penetration.
|
|||||
PRC
|
2
nd
Quarter of 2005
|
Not
Available
|
3
rd
Quarter of 2007
|
3
rd
Quarter of 2007
|
We
have established a direct presence in the PRC through a joint venture
agreement with Shanghai Compass Venture Capital Investment Limited Company
on February 1, 2008.
The
market for IR/PR business at PRC has not reach a mature stage and yet
difficult for market penetration.
|
|||||
Taiwan
|
3rd
Quarter of 2005
|
Not
Available
|
Not
Available
|
Not
Available
|
We
may establish a direct presence or seek strategic partners locally to
launch the services.
We
seek to establish a strong foundation in PRC prior entrance into other
markets.
|
Company
Name
|
Services Provided
|
ALPHATRADE.COM
|
ALPHATRADE.COM
provides our subscribers real-time streaming stock information for a
monthly fee.
|
PR
Newswire
|
We
disseminate PR Newswire Chinese news releases for companies in North
America, China, Hong Kong, and Taiwan on our
www.chineseworldnet.com
website. This information is free for viewers.
|
Tanrich
Financial Group
|
Tanrich
provides information on the Hong Kong future market and stock market to us
in exchange for our commentaries and news on the North American stock
markets.
|
Quote123.com
|
Quote123
will provide news and market commentaries in North America to our
website.
|
FMFOREX
|
FMFOREX
provides foreign exchange data, news, and articles to our
website
|
IRAsia
|
IRAsia
provides financial news and articles on the Hong Kong Stock
Market
|
Daily
FX
|
Daily
FX provides foreign exchange data, news, and articles to our
website
|
For year ending December 31,
|
||||||||
2008
|
2007
|
|||||||
Revenues
|
||||||||
Banner
Advertisement
|
$ | 28,570 | $ | 26,436 | ||||
Translation
Service
(Company
Review, Company Newsletter)
|
20,878 | 5,090 | ||||||
Chinese
Webpage Design, Hosting and Maintenance
|
130,107 | 169,097 | ||||||
CWN
Membership, Online Service
|
9,473 | 15,556 | ||||||
Online
Marketing Service
|
39,427 | 25,826 | ||||||
Miscellaneous
IR/PR Service
|
100,147 | 223,006 | ||||||
GCFF
Conference Service
|
602,538 | 775,738 | ||||||
Investment
Guides
|
60,822 | 85,245 | ||||||
Interest
and others
|
19,360 | |||||||
TOTAL
REVENUE
|
$ | 1,011,322 | $ | 1,325,994 | ||||
Expenses
|
||||||||
Advertising
and promotion
|
$ | 144,906 | $ | 286,439 | ||||
Accounting
and legal
|
75,289 | 58,022 | ||||||
Consulting
|
95,900 | 84,000 | ||||||
Depreciation
|
14,229 | 6,923 | ||||||
Accretion
on convertible debenture
|
31,265 | 13,755 | ||||||
Directors’
Remuneration
|
8,000 | |||||||
Non-cash
compensation changes
|
||||||||
Interest
(imputed) – related parties
|
- | 63 | ||||||
Interest
expense on long term debt
|
15,000 | 12,500 | ||||||
Office
and miscellaneous
|
65,096 | 69,622 | ||||||
Printing
|
33,688 | 39,972 | ||||||
Provision
(recovery) for Bad and doubtful debts
|
13,410 | (17,425 | ) | |||||
Rent
and operating
|
114,428 | 72,427 | ||||||
Salaries
and benefits
|
599,354 | 465,494 | ||||||
Seminar
operating expense
|
152,843 | |||||||
Stock
Based Compensation
|
222,745 | 22,222 | ||||||
Telephone
|
21,569 | 19,073 | ||||||
Travel
and entertainment
|
183,369 | 136,344 | ||||||
TOTAL
OPERATING EXPENSES
|
$ | 1,791,091 | $ | 1,269,431 | ||||
Other
Income (Loss)
|
(170,454 | ) | (2,430 | ) | ||||
INCOME
(LOSS) BEFORE INCOME TAXES AND
NON
CONTROLLING INTEREST
|
$ | (950,223 | ) | $ | 54,133 | |||
Deferred
income taxes recovery (expense)
|
(54,612 | ) | 54,221 | |||||
Non
controlling interest
|
54,712 | - | ||||||
NET
INCOME (LOSS) FOR THE YEAR
|
$ | (950,123 | ) | $ | 108,354 |
Payments due by period
|
||||||||||||||||
Contractual Obligations
|
Total
|
Less than 1 year
|
1-3 years
|
3-5 y
ears
|
More than 5
years
|
|||||||||||
Long-Term
Debt Obligations
|
$ | 250,000 | $ | 250,000 | ||||||||||||
Capital
(Finance) Lease Obligations
|
||||||||||||||||
Operating
Lease Obligations
|
$ | 177,556 | $ | 70,784 | $ | 106,772 | ||||||||||
Purchase
Obligations
|
||||||||||||||||
Other
Long-Term Liabilities
|
||||||||||||||||
Total
|
$ | 427,556 | $ | 70,784 | $ | 356,772 | $0 | $0 |
Name
|
Age
|
Office Held Since
|
Position with CWN
|
|||
Joe
K.F. Tai
|
45
|
January
12, 2000
|
President,
Chief Executive Officer and Director
|
|||
Kelvin
Szeto
(1)
|
48
|
June
1, 2006
|
Chief
Operating Officer & Chief Financial Officer
|
|||
Chi Cheong
Liu
(2)
|
49
|
January
12, 2000
|
Treasurer
and Director
|
|||
Chi Kong
Liu
(2)
|
48
|
January
12, 2000
|
Director
|
|||
Andy S.W. Lam
(3)
|
59
|
March
8, 2004
|
Director
|
|||
Gilbert Chan
(4)
|
33
|
April
1, 2008
|
Acting Corporate
Secretary
|
(1)
|
Kelvin
Szeto became acting Chief Operating Officer and acting Chief Financial
Officer of the Company on April 1, 2005. He was permanently appointed to
the positions on June 1, 2006.
|
(2)
|
Two
of our Directors, Chi Cheong Liu and Chi Kong Liu are brothers. There are
no other family relationships between our directors and
executives.
|
(3)
|
Andy
Siu Wing Lam was appointed as a Director in March
2004.
|
(4)
|
Vivien
Leung was appointed as a Corporate Secretary as of February 1, 2007 and
resigned in April 2008. Gilbert Chan is temporarily responsible to this
duty until we find the
replacement.
|
Name
|
Age
|
Position with NAI
|
||
Kelvin
Szeto
|
48
|
President,
Secretary and Director
|
||
Gilbert
Chan
|
33
|
Vice
President – Marketing and Project
Development
|
Annual Compensation
|
||||||||||
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Other Annual
Compensation
|
||||||
Joe
K. F. Tai
(2)
President,
Chief Executive Officer and Director
|
2008
|
Nil
(1)
(2)
|
Nil
|
62,000 | ||||||
Chi
Cheong Liu
(1)
Treasurer
and Director
|
2008
|
Nil
(2)
|
Nil
|
2,000 | ||||||
Chi Kong Liu
(3
)
Director
|
2008
|
Nil
|
Nil
|
26,000 | ||||||
Andy S.W. Lam
(6)
Director
|
2008
|
Nil
|
Nil
|
2,000 | ||||||
Kelvin
Szeto
Chief Operating Officer and
Chief Financial Officer of CWN;
(
4
)
President,
Secretary and Director of NAI
|
2008
|
$ | 40,499 |
Nil
|
Nil
|
|||||
Gilbert
Chan
VP
Marketing and Project Development of NAI
|
2008
|
$ | 39,861 |
Nil
|
Nil
|
|||||
Lixin
Yang
(
5
)
VP
Editing of NAI
|
2008
|
$ | 30,414 |
Nil
|
Nil
|
(1)
|
We
have a consulting agreement with Goldpac Investment Partners Ltd. for
2007, 2006 and 2005 for $24,000 per year. Goldpac Investment Partners Ltd.
is a company owned by Chi Cheong Liu, one of our directors. Chi
Cheong Liu is a shareholder and does not receive salary. Starting from
2008, CWN paid Chi Cheong Liu $2,000 as a directors’
fee.
|
(2)
|
We
have a consulting agreement with Goldpac Investment Ltd. for 2008 and 2007
for $60,000 per year. Joe Tai (one of directors) is a Managing Director of
Goldpac Investment Ltd. Joe Tai is a shareholder and does
not receive salary. Starting from 2008, CWN paid Joe Tai $2,000 as a
directors’ fee.
|
(3)
|
We
entered into a new consulting agreement with Silver Lake Investment
Partners, Ltd. for 2008 for $24,000, a company controlled by Chi Kong Liu,
one of our directors. Chi Kong Liu is a shareholder and does
not receive salary. Starting from 2008, CWN paid Chi Kong Liu $2,000 as a
directors’ fee.
|
(4)
|
Kelvin
Szeto was appointed as Chief Operating Officer and Chief Financial Officer
of CWN on June 1, 2006.
|
(5)
|
Lixin
Yang, as of December 23, 2008, has resigned from NAI. No other VP of
Editing has since been appointed in
2008.
|
(6)
|
Starting
from 2008, CWN paid Andy Lam $2,000 as a directors’
fee.
|
Employee
Breakdown
|
NAI (Vancouver)
|
CWN China (Shanghai)
|
|||
Finance
and Accounting
|
2
|
2
|
|||
Business
Development
|
4
|
1
|
|||
Editorial
|
2
|
3
|
|||
IT
|
2
|
1
|
|||
Sales/Marketing
|
3
|
3
|
Name and Title
|
Share Ownership
|
% Share Ownership
|
||||||
Joe Tai
(1)
President,
CEO and Director
|
250,000 | 2.33 | % | |||||
Chi
Cheong Liu
Director
|
1,896,667 | 17.73 | % | |||||
Chi
Kong Liu
Director
|
580,000 | 5.42 | % | |||||
Lixin Yang
2
)
Vice
President, Editing of NAI (resigned)
|
10,000 | 0.09 | % | |||||
Kelvin
Szeto
Chief
Operating Officer and Chie
f Financial
Officer of CWN;
(
3
)
President,
Secretary and Director of NAI
|
150,000 | 1.40 | % | |||||
Gilbert
Chan
Vice
President, Marketing and Project Development of NAI
|
50,000 | 0.47 | % | |||||
Andy S.W. Lam
(
4
)
Director
|
0 | — | ||||||
All
Directors and Senior Management as a group
|
2,926,667 | 27.35 | % |
(1)
|
Includes
112,500 common shares held by Ms. Tim Yee Lau, spouse of Joe Tai, which
was acquired in exchange for all issued and outstanding shares of NAI
Interactive Ltd.
|
(2)
|
Mr.
Lixin Yang was appointed Vice President, Editing in March 2004 and has
resigned since December 23 2008.
|
(3)
|
Mr.
Kelvin Szeto was appointed Chief Operating Officer and Chief Financial
Officer of CWN
on June 1,
2006
.
|
4)
|
Mr.
Andy S. W. Lam was appointed Director in March
2004.
|
Key Employees
|
Job Title
|
Share Granted
|
|||||
Joe
Tai
|
President
& CEO
|
180,000
|
|||||
Kelvin
Szeto
|
Senior
Vice president of Operations
|
100,000 | |||||
Gilbert
Chan
|
Senior
Vice President of Marketing & Investors Relations
|
50,000 | |||||
Board of Directors
|
|||||||
Joe
Tai
|
Director
|
25,000 | |||||
Andy
Lam
|
Director
|
25,000 | |||||
Liu
Chi Cheong
|
Director
|
25,000 | |||||
Simon
Liu
|
Director
|
25,000 | |||||
Employees
|
|||||||
Frank
Feng Feng
|
Systems
Administrator
|
20,000(Forfeited)
|
|||||
Mary
Weixin Zhang
|
Editor
|
10,000 | |||||
Jin
Xu
|
Editor
|
10,000(Forfeited)
|
|||||
Lixin
Yang
|
Vice-President
of Editing
|
15,000(Forfeited)
|
|||||
Kai
Bei Yang
|
Business
Development & Analyst
|
15,000 | |||||
Fornia
Wai Ting Lau
|
Business
Development Manager
|
20,000 | |||||
Karl
Por So
|
Web
Developer
|
10,000 | |||||
Vivien
Ka Ki Leung
|
Corporate
Secretary
|
10,000
(Forfeited)
|
|||||
Kwok
Keung Pang
|
Accounting
Officer
|
10,000 |
Name
of
Shareholder
|
Number of
Common Shares
|
Percentage of
Shares
Beneficially Owned (%)
|
||||||
Chi
Cheong Liu
|
1,730,000 | 16.17 | % | |||||
Vcanland
China Holdings Ltd.
|
1,500,000 | 14.02 | % | |||||
Goldpac
Investment Partners Ltd.
|
1,166,667 | 10.90 | % | |||||
Datacom Venture Limited
(1)
|
600,000 | 5.61 | % | |||||
Chi
Kong Liu
|
580,000 | 5.42 | % | |||||
Monica
Law
|
570,000 | 5.33 | % |
Periods
|
High
|
Low
|
||||||
Fiscal
Year 2008
|
||||||||
Last
Quarter (October 2008 December 2008)
|
$ | 0.53 | $ | 0.20 | ||||
Fiscal
Year 2009
|
||||||||
First
Quarter (January-March 2009)
|
$ | 0.25 | $ | 0.13 | ||||
Second
Quarter (April – June 4, 2009)
|
$ | 0.25 | $ | 0.25 | ||||
Period
from December 2008 through May 2009
|
||||||||
December
2008
|
$ | 0.21 | $ | 0.19 | ||||
January
2009
|
$ | 0.25 | $ | 0.13 | ||||
February
2009
|
$ | 0.25 | $ | 0.25 | ||||
March
2009
|
$ | 0.25 | $ | 0.25 | ||||
April
2009
|
$ | 0.25 | $ | 0.25 | ||||
May
2009
|
$ | 0.25 | $ | 0.25 |
1.
|
An
investment is reviewable if there is an acquisition of a Canadian business
and the asset value of the Canadian business being acquired equals or
exceeds the following thresholds:
|
||
(a)
|
For
non-World Trade Organization ("WTO") investors, the threshold is $5
million for a direct acquisition and $50 million for an indirect
acquisition; the $5 million threshold will apply however for an indirect
acquisition if the asset value of the Canadian business being acquired
exceeds 50% of the asset value of the global
transaction;
|
||
(b)
|
Except
as specified in paragraph (c) below, a threshold is calculated annually
for reviewable direct acquisitions by or from WTO investors. The threshold
for 2005 is $250 million. Pursuant to Canada's international commitments,
indirect acquisitions by or from WTO investors are not
reviewable;
|
||
(c)
|
The
limits set out in paragraph (a) apply to all investors for acquisitions of
a Canadian business that:
|
||
(i)
|
engages
in the production of uranium and owns an interest in a producing uranium
property in Canada;
|
||
(ii)
|
provides
any financial service;
|
||
(iii)
|
provides
any transportation services; or
|
||
(iv)
|
is
a cultural business.
|
||
2.
|
Notwithstanding
the above, any investment which is usually only notifiable, including the
establishment of a new Canadian business, and which falls within a
specific business activity, including the publication and distribution of
books, magazines, newspapers, film or video recordings, audio or video
music recordings, or music in print or machine-readable form may be
reviewed if an Order-in-Council directing a review is made and a notice is
sent to the Investor within 21 days following the receipt of a certified
complete notification.
|
|
1.
|
An
acquisition of voting shares if the acquisition were made in the ordinary
course of that persons' business as a trader or dealer in
securities;
|
|
2.
|
An
acquisition of control of the company in connection with the realization
of a security interest granted for a loan or other financial assistance
and not for any purpose related to the provisions of the
ICA;
|
|
3.
|
The
acquisition of voting interests by any person in the ordinary course of a
business carried on by that person that consists of providing, in Canada,
venture capital on terms and conditions not inconsistent with such terms
and conditions as may be fixed by the Minister;
and
|
|
4.
|
Acquisition
of control of the company by reason of an amalgamation, merger,
consolidation or corporate reorganization, following which the ultimate
direct or indirect control in fact of the company, through the ownership
of voting interests, remains
unchanged.
|
Year Ended
December 31, 2008
|
Year Ended
December 31, 2007
|
|||||||
Audit
Fees (1)
|
$ | 45,000 | $ | 30,000 | ||||
Audit-Related
Fees (2)
|
$ | 0 | $ | 0 | ||||
Tax
Fees (3)
|
$ | 0 | $ | 0 | ||||
All
Other Fees
|
$ | 0 | $ | 0 | ||||
Totals
|
$ | 45,000 | $ | 30,000 |
(1)
|
“Audit
Fees” represent fees for the audit of our annual financial statements,
review of our interim financial statements and review in connection with
our statutory and regulatory
filings.
|
(2)
|
“Audit-Related
Fees” represent fees for assurance and related services that are related
to the performance of the audit.
|
(3)
|
“Tax
Fees” represent fees for tax compliance, tax advice and tax
planning.
|
Page #
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Year-end
Consolidated Balance Sheets as of December 31, 2008 and
2007
|
F-3
|
Year-end
Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2008, 2007 and 2006
|
F-4 to F-5
|
Year-end
Consolidated Statements of Operations for the years ended December 31,
2008, 2007 and 2006
|
F-6
|
Year-end
Consolidated Statements of Cash Flows for the years ended December 31,
2008, 2007 and 2006
|
F-7
|
Notes
to Consolidated Financial Statements
|
F-8 to F-21
|
Exhibit No.
|
Document Description
|
|||
1
|
(1)
|
Articles of
Association, Memorandum of Association and Certificate of Incorporation of
CWN
|
||
2
|
(2)
|
Form
of Convertible Debenture dated May 31, 2004
|
||
4(b)1
|
(1)
|
Content
Partnership Agreement between NAI and Yahoo! Holdings (Hong Kong) Limited,
dated January 1, 2001.
|
||
4(b)2
|
(1)
|
Partnership
Agreement between CWN and ALPHATRADE.COM, dated April 16,
2002.
|
||
4(b)
3
|
(2)
|
Content
Partnership Agreement with PR Newswire dated May 1,
2004
|
||
4(b)
4
|
(2)
|
On-Line
Content Partnership Agreement with Tanrich Financial Management Ltd. dated
July 12, 2004
|
||
4(b)
5
|
(2)
|
Consulting
Agreement between CWN and Goldpac Investment Partners Ltd. dated January
1, 2003
|
||
4(b)
6
|
(2)
|
Consulting
Agreement between CWN and Goldpac Investment Partners Ltd. dated January
1, 2004
|
||
4(b)
7
|
(2)
|
Lease
Agreement dated July 25, 2003 between Wertman Development Corporation and
NAI
|
||
4(b)
8
|
(2)
|
Exchange
Agreement between CWN and Marrick Investments
Ltd.
|
||
4(b)
9
|
**
|
Consulting
Agreement between CWN and Goldpac Investment Partners Ltd. dated January
1, 2007
|
||
4(b)
10
|
**
|
Consulting
Agreement between CWN and Goldpac Investments Ltd. dated January 1,
2007
|
||
4(c)
1
|
**
|
Stock
Option Plan Agreement dated October 1, 2007
|
||
8
|
**
|
List
of Subsidiaries
|
||
10
(i)
|
**
|
Agreement
to Establish [CWN China Co., Ltd.], a Chinese – Foreign Joint Venture Ltd.
Liability Company
|
||
11.1
|
(3)
|
Code
of Ethics
|
||
12.1
|
**
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
|
||
12.2
|
|
**
|
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
Exchange Act of
1934
|
13.1
|
**
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934
|
||
13.2
|
|
**
|
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934
|
**
|
Filed
herewith
|
(1)
|
Incorporated
by reference to Exhibits of Registrant’s Registration Statement on Form
20-F (file no. 000-33051) filed on July 3,
2002.
|
(2)
|
Incorporated
by reference to Exhibits of Registrant’s annual report on Form 20-F (file
no. 000-33051) filed on June 30,
2005.
|
(3)
|
Incorporated
by reference to Exhibits of Registrant’s annual report on Form 20-F (file
no. 000-33051) filed on December 3,
2004.
|
ChineseWorldNet.com Inc.,
|
|
a Cayman Islands Corporation
|
|
/s/Joe Kin Foon Tai
|
|
JOE KIN FOON TAI
|
|
President, Chief Executive Officer and Director
|
Vancouver,
Canada
|
|
May
29, 2009
|
Chartered
Accountants
|
As at December 31
|
(Expressed in U.S. Dollars)
|
2008
|
2007
|
|||||||
$
|
$
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
684,232 | 2,638,614 | ||||||
Short
term investments
|
1,291,726 | - | ||||||
Available
for sale securities
[note
3]
|
3 | 4 | ||||||
Accounts
receivable
|
35,381 | 36,183 | ||||||
Prepaid
expenses and deposits
|
46,515 | 24,101 | ||||||
Deferred
income tax assets
[note
6]
|
- | 18,325 | ||||||
Total
current assets
|
2,057,857 | 2,717,227 | ||||||
Equipment
[note
4]
|
46,526 | 22,001 | ||||||
Deferred
income tax assets
[note
6
]
|
- | 40,998 | ||||||
Total
assets
|
2,104,383 | 2,780,226 | ||||||
LIABILITIES
AND STOCKHOLDERS’ (DEFICIENCY) EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
159,841 | 141,466 | ||||||
Due
to related parties, non-interest bearing
[note8]
|
128 | 29,802 | ||||||
Deferred
revenue
|
61,282 | 202,602 | ||||||
Total
current liabilities
|
221,251 | 373,870 | ||||||
Convertible
debentures
[note
5]
|
236,927 | 205,662 | ||||||
Total
liabilities
|
458,178 | 579,532 | ||||||
Non
Controlling Interest
|
162,894 | - | ||||||
Commitments
[note
9]
|
||||||||
Subsequent
event [note 10]
|
||||||||
Stockholders’ equity
[note7]
|
||||||||
Common
stock
|
||||||||
Authorized
|
||||||||
100,000,000,000
common shares with a par value of $0.001 per share
|
||||||||
Issued
and outstanding 10,700,000 (2007 – 10,700,000) common
shares
|
10,700 | 10,700 | ||||||
Additional
paid-in capital
|
3,716,969 | 3,494,224 | ||||||
Accumulated
other comprehensive income
|
40,280 | 30,285 | ||||||
Deficit
|
(2,284,638 | ) | (1,334,515 | ) | ||||
Total
stockholders’ equity
|
1,483,311 | 2,200,694 | ||||||
Total
liabilities and stockholders’ equity
|
2,104,383 | 2,780,226 |
Year
ended December 31
|
(Expressed
in U.S. Dollars)
|
Accumulated
|
Total
|
|||||||||||||||||||||||||||
Additional
|
Comprehensive
|
other
|
Stockholders’
|
|||||||||||||||||||||||||
Common stock
|
paid-in
|
income
|
comprehensive
|
(deficiency)
|
||||||||||||||||||||||||
Shares
|
Amount
|
capital
|
(loss)
|
(Deficit)
|
income (loss)
|
equity
|
||||||||||||||||||||||
#
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||||||
Balance,
December 31, 2005
|
8,200,000 | 8,200 | 1,195,168 | (1,232,986 | ) | 21,202 | (8,416 | ) | ||||||||||||||||||||
Imputed
interest on amounts due to related parties
|
— | — | 1,178 | — | — | — | 1,178 | |||||||||||||||||||||
Components
of comprehensive income (loss):
|
||||||||||||||||||||||||||||
Net
loss for the year
|
— | — | — | (209,883 | ) | (209,883 | ) | — | (209,883 | ) | ||||||||||||||||||
Foreign
currency translation adjustment
|
— | — | — | 4,736 | — | 4,736 | 4,736 | |||||||||||||||||||||
Change
in net unrealized loss on available for sale
securities
|
— | — | — | 3 | — | 3 | 3 | |||||||||||||||||||||
Comprehensive
income (loss)
|
(205,144 | ) | ||||||||||||||||||||||||||
Balance,
December 31, 2006
|
8,200,000 | 8,200 | 1,196,346 | (1,442,869 | ) | 25,941 | (212,382 | ) |
Year
ended December 31
|
(Expressed
in U.S. Dollars)
|
Accumulated
|
Total
|
|||||||||||||||||||||||||||
Additional
|
Comprehensive
|
other
|
stockholders’
|
|||||||||||||||||||||||||
Common stock
|
paid-in
|
income
|
comprehensive
|
(deficiency)
|
||||||||||||||||||||||||
Shares
|
Amount
|
capital
|
(loss)
|
(Deficit)
|
income (loss)
|
equity
|
||||||||||||||||||||||
#
|
$
|
$
|
$
|
$
|
$
|
$
|
||||||||||||||||||||||
Balance,
December 31, 2006
|
8,200,000 | 8,200 | 1,196,346 | (1,442,869 | ) | 25,941 | (212,382 | ) | ||||||||||||||||||||
Conversion
of 250,000 common shares from
|
||||||||||||||||||||||||||||
Convertible
Debenture
|
250,000 | 250 | 149,750 | 150,000 | ||||||||||||||||||||||||
Shares
issued for private placement
|
2,250,000 | 2,250 | 2,067,750 | 2,070,000 | ||||||||||||||||||||||||
Beneficiary
conversion feature (Note 5)
|
29,047 | 29,047 | ||||||||||||||||||||||||||
Share
purchase warrants (Note 5)
|
29,046 | 29,046 | ||||||||||||||||||||||||||
Stock
options granted
|
22,222 | 22,222 | ||||||||||||||||||||||||||
Imputed
interest on amounts due to related parties
|
— | — | 63 | — | — | — | 63 | |||||||||||||||||||||
Components
of comprehensive income (loss):
|
||||||||||||||||||||||||||||
Net
income (loss) for the year
|
— | — | — | 108,354 | 108,354 | — | 108,354 | |||||||||||||||||||||
Foreign
currency translation adjustment
|
— | — | — | 4,344 | 4,344 | 4,344 | ||||||||||||||||||||||
Change
in net unrealized loss on available for sale securities
|
— | — | — | — | ||||||||||||||||||||||||
Comprehensive
income (loss)
|
(112,698 | ) | ||||||||||||||||||||||||||
Balance,
December 31, 2007
|
10,700,000 | 10,700 | 3,494,224 | (1,334,515 | ) | 30,285 | 2,200,694 | |||||||||||||||||||||
Stock
based compensation
|
222,745 | 222,745 | ||||||||||||||||||||||||||
Components
of comprehensive income (loss):
|
||||||||||||||||||||||||||||
-Net
income (loss) for the year
|
(950,123 | ) | (950,123 | ) | (950,123 | ) | ||||||||||||||||||||||
-Foreign
currency translation adjustment
|
9,995 | 9,995 | 9,995 | |||||||||||||||||||||||||
Comprehensive
income (loss)
|
(940,128 | ) | ||||||||||||||||||||||||||
Balance,
December 31, 2008
|
10,700,000 | 10,700 | 3,716,969 | (2,284,638 | ) | 40,280 | 1,483,311 |
Year
ended December 31
|
(Expressed
in U.S. Dollars)
|
2008
|
2007
|
2006
|
||||||||||
$
|
$
|
$
|
||||||||||
Revenue
|
1,011,322 | 1,325,994 | 643,370 | |||||||||
Expenses
|
||||||||||||
Advertising
and promotion
|
144,906 | 286,439 | 49,836 | |||||||||
Audit
and legal
|
75,289 | 58,022 | 97,742 | |||||||||
Consulting
fees
|
95,900 | 84,000 | 24,000 | |||||||||
Depreciation
|
14,229 | 6,923 | 6,271 | |||||||||
Directors’
remuneration
|
8,000 | — | — | |||||||||
Accretion
on convertible debenture
|
31,265 | 13,755 | — | |||||||||
Interest
(non-cash imputed interest - related parties)
|
— | 63 | 1,178 | |||||||||
Interest
expense on long-term debt
|
15,000 | 12,500 | 7,500 | |||||||||
Office
and miscellaneous
|
65,096 | 69,622 | 44,298 | |||||||||
Printing
|
33,688 | 39,972 | 40,152 | |||||||||
Provision
(recovery) for bad and doubtful debts
|
13,410 | (17,425 | ) | 87,427 | ||||||||
Rent
and operating
|
114,428 | 72,427 | 53,797 | |||||||||
Salaries
and benefits
|
599,354 | 465,494 | 347,990 | |||||||||
Seminar
operating expense
|
152,843 | - | - | |||||||||
Stock
Based Compensation
|
222,745 | 22,222 | — | |||||||||
Telephone
|
21,569 | 19,073 | 15,261 | |||||||||
Travel
and entertainment
|
183,369 | 136,344 | 86,442 | |||||||||
1,791,091 | 1,269,431 | 861,894 | ||||||||||
Other
income (loss)
|
||||||||||||
Interest
and sundry income
|
60,584 | 34,761 | 8,388 | |||||||||
Foreign
exchange (loss) gain and other losses
|
(231,038 | ) | (35,522 | ) | 760 | |||||||
Gain
(loss) on sale of available for sale securities
|
— | (1,669 | ) | — | ||||||||
Write
off of equipment
|
— | — | (507 | ) | ||||||||
Other
income (loss), net
|
(170,454 | ) | (2,430 | ) | 8,641 | |||||||
Loss
(income) before income taxes and non controlling interest
|
(950,223 | ) | 54,133 | (209,883 | ) | |||||||
Deferred
income tax recovery (expense)
|
(54,612 | ) | 54,221 | — | ||||||||
Non
controlling interest
|
54,712 | — | — | |||||||||
Net
income (loss) for the year
|
(950,123 | ) | 108,354 | (209,883 | ) | |||||||
Earning
(loss) per share - basic
|
(0.09 | ) | 0.01 | (0.03 | ) | |||||||
-
diluted
|
( 0.09 | ) | 0.01 | (0.03 | ) | |||||||
Weighted
average number of common shares outstanding - basic
|
10,700,000 | 9,012,328 | 8,200,000 | |||||||||
Weighted
average number of common shares Outstanding – diluted
|
10,700,000 | 9,103,713 | 8,200,000 |
Year
ended December 31
|
(Expressed
in U.S. Dollars)
|
2008
|
2007
|
2006
|
||||||||||
$
|
$
|
$
|
||||||||||
OPERATING
ACTIVITIES
|
||||||||||||
Net
income (loss) for the year
|
(950,123 | ) | 108,354 | (209,883 | ) | |||||||
Adjustment
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Provision
for bad debt / doubtful debt
|
13,410 | 24,459 | 87,427 | |||||||||
Depreciation
|
14,229 | 6,923 | 6,271 | |||||||||
Accretion
on convertible debenture
|
31,265 | 13,755 | - | |||||||||
Interest
(imputed) - related parties
|
- | 63 | 1,178 | |||||||||
Deferred
income tax recovery
|
54,612 | (54,221 | ) | - | ||||||||
Non
controlling interest
|
(54,712 | ) | - | - | ||||||||
Stock
based compensation
|
222,745 | 22,222 | - | |||||||||
Write
off of equipment
|
— | — | 507 | |||||||||
Foreign
exchange gain and loss
|
— | 22,014 | — | |||||||||
Changes
in non-cash working capital items:
|
||||||||||||
Accounts
receivable
|
(20,068 | ) | (19,139 | ) | (63,497 | ) | ||||||
Prepaid
expenses and deposits
|
(27,717 | ) | (10,013 | ) | (1,784 | ) | ||||||
Accounts
payable and accrued liabilities
|
47,601 | (29,839 | ) | 26,523 | ||||||||
Deferred
revenue
|
(116,264 | ) | 69,867 | 96,030 | ||||||||
Due
to shareholders/directors
|
(27,318 | ) | (3,787 | ) | — | |||||||
Net
cash provided by (used in) operating activities
|
(812,340 | ) | 150,658 | (57,228 | ) | |||||||
FINANCING
ACTIVITIES
|
||||||||||||
Convertible
debenture issuance
|
— | 250,000 | — | |||||||||
Non
controlling interest
|
215,446 | — | — | |||||||||
Proceed
of private placement
|
— | 2,070,000 | — | |||||||||
Net
cash provided by financing activities
|
215,446 | 2,320,000 | — | |||||||||
INVESTING
ACTIVITIES
|
||||||||||||
Purchase
of equipment
|
(42,451 | ) | (2,413 | ) | (12,903 | ) | ||||||
Short
term investments
|
(1,291,726 | ) | — | — | ||||||||
Net
cash provided by (used in) investing activities
|
(1,334,177 | ) | (2,413 | ) | (12,903 | ) | ||||||
Effect
of exchange rate changes on cash and cash equivalents
|
(23,311 | ) | 13,451 | 830 | ||||||||
Increase
(decrease) in cash and cash equivalents
|
(1,954,382 | ) | 2,481,696 | (69,301 | ) | |||||||
Cash
and cash equivalents, beginning of year
|
2,638,614 | 156,918 | 226,219 | |||||||||
Cash
and cash equivalents, end of year
|
684,232 | 2,638,614 | 156,918 | |||||||||
Supplemental
disclosure of cash flow information
|
||||||||||||
Cash
paid for interest, net of interest capitalized
|
15,000 | 12,500 | 7,500 | |||||||||
Cash
paid for income taxes
|
— | — | — |
Furniture
and fixtures
|
20 | % | ||
Computer
equipment
|
30 | % | ||
Leasehold
improvement
|
30 | % |
|
1.
|
fees
from banner advertisement, web page hosting and maintenance, on-line
promotion and translation services, advertising and promotion fees for
customers in the Company’s Chinese Investment Guides, sponsorship fees
from investment seminars and forums, all of which sales prices are fixed
and determinable at the time the contracts are signed and there are no
provisions for refunds contained in the contracts. These revenues are
recognized when all significant contractual obligations have been
satisfied and collection of the resulting receivable is reasonably
assured.
|
|
2.
|
fees
from membership subscriptions. These revenues are recognized over the term
of the subscription.
|
Gross
|
Gross
|
Accumulated
|
||||||||||||||||||
unrealized
|
unrealized
|
unrealized
|
Market
|
|||||||||||||||||
Cost
$
|
gains
$
|
losses
$
|
losses
$
|
value
$
|
||||||||||||||||
December
31, 2006
|
1,009 | - | (1,005 | ) | (1,005 | ) | 4 | |||||||||||||
Change
during the year
|
- | - | - | - | - | |||||||||||||||
December
31, 2007
|
1,009 | - | (1,005 | ) | (1,005 | ) | 4 | |||||||||||||
Change
during the year
|
- | - | (1 | ) | (1 | ) | (1 | ) | ||||||||||||
December
31, 2008
|
1,009 | - | (1,006 | ) | (1,006 | ) | 3 |
Accumulated
|
Net
book
|
|||||||||||
Cost
$
|
amortization
$
|
value
$
|
||||||||||
2008
|
||||||||||||
Furniture
and fixtures
|
26,054 | 15,825 | 10,229 | |||||||||
Computer
equipment
|
78,205 | 59,672 | 18,533 | |||||||||
Leasehold
improvement
|
24,691 | 6,927 | 17,764 | |||||||||
128,950 | 82,424 | 46,526 | ||||||||||
2007
|
||||||||||||
Furniture
and fixtures
|
25,358 | 17,592 | 7,766 | |||||||||
Computer
equipment
|
82,367 | 68,132 | 14,235 | |||||||||
Leasehold
improvement
|
- | - | - | |||||||||
107,725 | 85,724 | 22,001 |
December 31,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
Convertible
debentures - face value
|
||||||||
Due
February 28, 2010 - unsecured and interest bearing at 6%
|
250,000 | 250,000 | ||||||
250,000 | 250,000 | |||||||
Less
interest (effective interest rate: 16.4%)
|
(58,093 | ) | (58,093 | ) | ||||
Accretion
|
45,020 | 13,755 | ||||||
Total
|
236,927 | 205,662 | ||||||
Less
current portion
|
- | - | ||||||
$ | 236,927 | $ | 205,662 |
2008
$
|
2007
$
|
2006
$
|
||||||||||
Net
loss for the year
|
(950,223 | ) | 51,133 | (209,883 | ) | |||||||
Statutory
Cayman Islands corporate tax rate
|
0 | % | 0 | % | 0 | % | ||||||
Anticipated
tax recovery
|
— | — | — | |||||||||
Change
in tax rates resulting from:
|
||||||||||||
Impact
of foreign exchange movement
|
(896 | ) | 12,238 | 1,273 | ||||||||
Impact
of BC rate change
|
- | - | (6,074 | ) | ||||||||
Foreign
tax rate differential
|
(118,032 | ) | 64,176 | (46,700 | ) | |||||||
Others
|
4,495 | 4,583 | 3,647 | |||||||||
Recognition
of non- capital loss carryforwards
|
- | (82,686 | ) | |||||||||
Change
in valuation allowance
|
169,045 | (52,532 | ) | 47,854 | ||||||||
Income
tax expense (recovery)
|
54,612 | (54,221 | ) | — |
2008
$
|
2007
$
|
2006
$
|
||||||||||
Non-capital
loss carryforwards
|
291,000 | 191,601 | 275,570 | |||||||||
Equipment
and furniture
|
2,000 | 17,223 | 15,476 | |||||||||
Others
|
5,000 | - | - | |||||||||
298,000 | 208,824 | 291,046 | ||||||||||
Valuation
allowance
|
(298,000 | ) | (149,501 | ) | (291,046 | ) | ||||||
Net
deferred income tax assets
|
— | 59,323 | — |
$
|
||||
2009
|
282,374 | |||
2010
|
128,502 | |||
2014
|
13,595 | |||
2015
|
2,555 | |||
2026
|
130,016 | |||
2029
|
202,299 | |||
759,341 |
Number of Options
|
Weighted
Average Exercise
Price
|
|||||||
Balance,
December 31, 2006
|
- | $ | - | |||||
Granted
|
550,000 | 1.08 | ||||||
Forfeited
|
(10,000 | ) | 1.08 | |||||
Balance,
December 31, 2007
|
540,000 | $ | 1.08 | |||||
Forfeited
|
(45,000 | ) | 1.08 | |||||
Balance,
December 31, 2008
|
495,000 | $ | 1.08 |
Exercise price |
Outstanding
|
Exercisable
|
|||||||||||||||||||
Number of
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life (years)
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
$ |
1.08
|
495,000 | $ | 1.08 | 3.78 | 99,000 | $ | 1.08 | |||||||||||||
495,000 | $ | 1.08 | 3.78 | 99,000 | $ | 1.08 |
2007
|
||||
Risk-free
interest rate
|
4.36 | % | ||
Expected
life of options
|
5
years
|
|||
Annualized
volatility
|
90.6 | % | ||
Dividend
rate
|
0 | % |
Expiry
|
Exercise
Price
|
Number
|
||||||
February
28, 2010
|
$ | 1.30 | 75,000 |
[a]
|
In
2008,
the Company incurred $84,000 [2007 - $84,000, 2006 - $24,000] in
consulting fees to two companies related to a director of the Company, of
which there were no outstanding balance as at December 31,
2007.
|
[b]
|
In
2008, the Company paid $80,360 [2007 - $86,400, 2006 - $68,600] salary to
senior officers of the
Company.
|
[c]
|
As
at December 31, 2008, the Company has non-interest bearing advances from a
stockholder and director of $128 [2007 - $29,802, 2006 - $76,910]. In
2008, the Company recorded imputed interest of $nil [2007 - $63, 2006 -
$1,178] at an interest rate of 4% per annum on these
advances.
|
[d]
|
Included
in accounts payable, $36,136 [2007 - $30,233, 2006 – $14,187] was payable
to directors and senior officers of the
Company.
|
[e]
|
During
the fiscal year 2008, the Company accrued $8,000 director fees payable to
the directors of the Company. The amount also has been included
in 8 [d]
|
[f]
|
As
at December 31, 2008, the Company provided an advance of $2,580 (2007 -
$2,562; 2006 – $nil) to a director as a prepaid
expenses.
|
$
|
||||
2009
|
70,784 | |||
2010
|
67,435 | |||
2011
|
39,337 | |||
Total
|
177,556 |
[a]
|
Subsequent
to the year end, the Company entered a new consulting agreement with
Silver Lake Investment Partners, Limited controlled by a director of the
Company. The Company will be charged $2,000 per month for the
consulting fee from January 1 to December 31,
2009.
|
[b]
|
Subsequent
to the year end, the Company entered a new consulting agreement with
Goldpac Investments Ltd. controlled by a director of the
Company. The Company will be charged $6,000 per month for the
consulting fee from January 1, 2009 to December 31,
2009.
|
Year ended December 31, 2008
|
Canada
|
China
|
Total
|
|||||||||
Revenue
from external customers
|
$ | 881,633 | $ | 129,689 | $ | 1,011,322 | ||||||
Net
income (loss)
|
(819,324 | ) | (130,799 | ) | (950,123 | ) | ||||||
Total assets
|
1,523,879 | 580,504 | 2,104,383 |
Year ended December 31, 2007
|
Canada
|
China
|
Total
|
|||||||||
Revenue
from external customers
|
$ | 609 | $ | 1,358,477 | $ | 1,359,086 | ||||||
Net
income (loss)
|
118,006 | (9,652 | ) | 108,354 | ||||||||
Total assets
|
2,763,539 | 16,687 | 2,780,226 |
•
|
services
rendered by the recipient of such
award;
|
•
|
cash,
check payable to the order of the Corporation, or electronic funds
transfer;
|
•
|
notice
and third party payment in such manner as may be authorized by the
Administrator;
|
•
|
the
delivery of previously owned Plan
Shares;
|
•
|
by
a reduction in the number of Plan Shares otherwise deliverable pursuant to
the award; or
|
•
|
subject
to such procedures as the Administrator may adopt, pursuant to a “cashless
exercise” with a third party who provides financing for the purposes of
(or who otherwise facilitates) the purchase or exercise of
awards.
|
Authorized Signature:
|
/s/
Joe Tai
|
|
Name: Joe Tai
|
||
Title: CEO & President
|
Authorized Signature:
|
/s/
Joe Tai
|
|
Name:
Joe Tai
|
||
Title: CEO & President
|
Authorized Signature:
|
/s/
Chi Kong Liu
|
|
Name: Chi Kong Liu
|
||
(i)
|
Goldpac
will use its best efforts to provide advice and support to
ChineseWorldNet.com related to market development, corporate issues,
business models and technology building during the above said
period.
|
(ii)
|
Goldpac
will keep ChineseWorldNet.com informed as to any problems encountered and
as to any solutions found for those
problems.
|
(iii)
|
Goldpac
will keep all the trade information and information obtained during the
course of consulting ChineseWorldNet.com intact,
confidential.
|
(i)
|
ChineseWorldNet.com
will provide all the necessary information for Goldpac to perform its
consulting services and without hiding of any
information.
|
(ii)
|
ChineseWorldNet.com
will pay for all the necessary expenses incurred during the course of
Goldpac performing the consulting
services.
|
Authorized Signature:
|
/s/
Joe Tai
|
|
Name: Joe Tai
|
||
Title: CEO & President
|
Authorized Signature:
|
/s/
Chi Cheong Liu
|
|
Name: Cheong Chi Liu
|
||
Title: Partner
|
1)
|
FORMATION OF CHINESE
JOINT VENTURE COMPANY
|
a)
|
The
Parties agree to form a Chinese-foreign joint venture limited liability
company, tentatively to be known as CWN China Co., Ltd.
(“
[CHINESE JV]
”)
.
[
CHINESE JV
]
which shall be organized in the
People’s Republic of China (“China”).
[
CHINESE JV
]
shall be governed by a
definitive joint venture agreement, and any other agreement or
documentation to be entered into by the Parties after good faith
negotiations and as required to effectuate the Parties’ intent as
contemplated under this
Agreement.
|
b)
|
The
Parties agree that until such time as the Definitive JV Agreement is fully
executed, this Agreement shall serve as a binding agreement between the
Parties in connection with the Joint Venture. Each of the Parties hereby
agrees to execute and/or deliver such further definitive agreements and
other instruments as may be reasonably required to carry out or effectuate
the purposes and intent of this Agreement, including the execution of the
Definitive JV Agreement.
|
c)
|
Each
Party will be an interest holder of
[CHINESE
JV]
in its individual capacity. However, each Party is free to
establish a wholly owned corporate entity to hold his respective shares of
[CHINESE
JV].
|
d)
|
The
formation of
[CHINESE
JV]
shall be subject to the professional opinions of legal counsel
and/or tax professionals satisfactory to the Parties that such Joint
Venture was duly formed, organized or structured, validly existing and in
good standing under the laws of China and has the requisite power and
authority to own, lease and operate its assets and properties and to carry
on its business as it is planned to be conducted by the Parties as
described in Section 3 below.
|
e)
|
The
Definitive JV Agreement shall be entered into and signed by all Parties
within four (4) weeks of the date on which this Agreement is fully
executed by all Parties (the “Execution
Date”).
|
f)
|
Compass
shall use its best efforts to complete the official formation and
organization of this Chinese-foreign joint venture limited liability
company within six (6) weeks of the Execution Date. ChineseWorldNet shall
assist Compass in completing the formation and organization of the
Chinese-foreign joint venture limited liability company until it is fully
formed and organized.
|
2)
|
CAPITALIZATION OF
[
CHINESE
JV]
|
a)
|
The
initial capitalization of
[CHINESE
JV]
shall be RMB5,000,000. The total investment in
[CHINESE
JV]
shall be determined with the mutual consent of both
Parties.
|
b)
|
The
Parties shall contribute their initial capital as
follows:
|
i)
|
ChineseWorldNet
shall contribute RMB3,500,000 to
[
CHINESE JV
]
as its initial capital
contribution.
|
ii)
|
Compass
shall contribute RMB1,500,000 to
[
CHINESE JV
]
as its initial capital
contribution.
|
iii)
|
Each
Party’s “Equity Interest” shall mean such Party’s pro-rata share of the
capital invested in
[CHINESE
JV].
As a result the above initial capital contributions, the
Parties’ initial Equity Interest in
[CHINESE
JV]
is as follows: ChineseWorldNet -seventy percent (70%) and
Compass - thirty percent
(30%).
|
3)
|
BUSINESS
SCOPE
|
a)
|
The
business of the
[CHINESE
JV]
(the “Business Scope”) shall
include:
|
i)
|
Reconstruction,
management and further development of Compass’ Sales Agents program in
China, including:
|
(1)
|
the
future training and development of the Sales Agents (as defined below);
and
|
(2)
|
overseeing
and coordinating the regional marketing activities of the Sales Agents (as
defined below).
|
ii)
|
Coordination
and operation of ChineseWorldNet’s Global Chinese Financial Forum – China
Conference (“GCFF China
Conference”).
|
iii)
|
Other
business development-related projects and transactions in China,
including, but not limited to the development of an investor
relations/public relations business. All such projects and transactions
shall be subject to review and unanimous approval of all Parties. All
necessary agreements in connection with such projects and transactions
shall be entered into at a later time to be determined by the
Parties.
|
b)
|
Sales
Agents. During the first year of the joint venture (“First Stage”),
[CHINESE
JV]
shall manage the 10 Compass sales agents whose names are set
forth in
Appendix A
hereto (individually “Sales Agent” and collectively the “Sales
Agents”). The Definitive JV Agreement shall be executed
based on a franchising model for the Sales Agents (the “Franchising
Model”) which shall be mutually agreed upon by the Parties. The
Franchising Model shall include a Sales Agent incentive program
substantially in the form of the “Rewarding Scheme” attached hereto as
Appendix
B
. After the First Stage and subject to unanimous approval by the
Parties,
[CHINESE
JV]
may add additional Sales
Agents.
|
c)
|
Other
Business Opportunities. No Party shall enter into any other venture having
a scope similar to that encompassed by the Business Scope defined herein.
Except as provided below, any business opportunity presented to or
identified by a Party that is within the scope of the business
contemplated herein shall be presented to
[CHINESE
JV]
for consideration, and the
[CHINESE
JV]
shall have thirty (30) days to determine whether it shall
participate in such venture.
|
d)
|
Geographic
restrictions and exclusivity
|
i)
|
GCFF
China Conference. The Parties agree that
[
CHINESE JV]
shall only handle the coordination and operation of GCFF China
Conference within China, and that
[CHINESE
JV]
shall neither be responsible for nor shall receive revenues
from GCFF’s operations outside of China. For purposes of this Agreement,
China shall include Hong Kong, Taiwan and
Macao.
|
ii)
|
Products
Right.
[CHINESE
JV]
shall have the right to use the products/services, marketing
tools (including software) and distribution channels of Compass that
currently exist or which shall be developed during the Term (as defined
below) of this Agreement.
|
4)
|
JOINT VENTURE
RESPONSIBILITIES
|
a)
|
The
roles and responsibilities of each Party in connection with the formation
and management of the Joint Venture, shall be as
follows:
|
(i)
|
ChineseWorldNet’s
Responsibilities. ChineseWorldNet’s responsibilities shall be as
follows:
|
(1)
|
ChineseWorldNet
shall make full payment of its capital contribution according to Section
2(b) of this Agreement.
|
(2)
|
ChineseWorldNet
shall assist Compass in the completing the formation and organization of
the Chinese-foreign joint venture limited liability company, such as
providing related documentation for the registration and licensing of the
Joint Venture.
|
(3)
|
ChineseWorldNet
shall be responsible for creating an incentive program for the Sales
Agents by providing a Rewarding Program substantially in the form attached
hereto as Appendix “B” in return for the Sales Agents’ involvement in the
Joint Venture.
|
(ii)
|
Compass’
Responsibilities. Compass’s role and responsibilities shall
include:
|
(1)
|
making
full payment of its capital contribution according to Section 2(b) of this
Agreement;
|
(2)
|
applying
for and ensuring the complete and proper registration and licensing of the
Joint Venture with the appropriate Chinese governmental authorities and
handling any additional related issues in connection with the proper
formation, organization and
licensing of
[CHINESE JV]
as a Chinese-foreign joint venture limited
liability company;
|
(3)
|
coordination
and execution of the Franchising Model and ensuring the proper merger of
Compass’ sales/marketing team into the Joint
Venture;
|
(4)
|
operation
and management of the Joint Venture’s “after sales” services, software
development and maintenance programs;
and
|
(5)
|
arranging
for Compass to enter into and sign an exclusive agency agreement with
[CHINESE
JV].
|
5)
|
[
CHINESE
JV]
OPERATIONS
|
a)
|
[CHINESE
JV]
shall operate through an annual business plan (the “Business
Plan”), which shall include a pre-determined cost-control model applicable
to the Sales Agents (the “JV Cost-control Model”). The initial Business
Plan (“Initial Business Plan”) shall be unanimously approved by the
Parties and the Board of Directors of
[CHINESE
JV]
(the “Board”).
|
b)
|
After
the Initial Business Plan is unanimously approved by the Parties, the
Joint Venture’s ongoing Business Plan shall be subject to review, revision
and/or further approval by
[CHINESE
JV]
’s
Board either at the
end of each fiscal year or as needed according to the discretion of the
Board. The Business Plan shall include the
following:
|
i)
|
Annual
Budget containing the JV Cost-control Model, including sufficient monthly
detail as to projected revenue, expenses and capital
requirements;
|
ii)
|
Projected
business opportunities the Parties will evaluate during the year;
and
|
iii)
|
Roles
and responsibilities of each Party with respect to identification and
evaluation of business
opportunities.
|
6)
|
[
CHINESE
JV]
VOTING AND
MANAGEMENT
|
a)
|
Voting.
Each Party shall have a voting interest in
[CHINESE
JV]
equal to such Party’s Equity Interest. The members of the Board
shall each have one voting right on all matters requiring a vote by the
Board for approval.
|
b)
|
Except
as otherwise provided herein, all major decisions, including but not
limited to all non-day-to-day operational decisions, of
[CHINESE
JV]
shall require the unanimous approval by the members of the
Board unless approval by the Parties, as equity owners of
[CHINESE
JV]
(the “Shareholders”), for the corporate actions to be taken in
connection with such decisions is required under Chinese Law (as defined
below). For the avoidance of doubt, the following decisions/actions shall
require unanimous approval by the Board unless shareholder approval is
otherwise required under Chinese
Law:
|
i)
|
approval
of all revisions and additions to the
[CHINESE
JV]
’s
Initial Business Plan;
|
ii)
|
approval
of the Initial and Annual Budget;
|
iii)
|
approval
of the participation by
[CHINESE
JV]
in a business opportunity in any
manner;
|
iv)
|
disposition
of any investment by
[CHINESE
JV]
;
|
v)
|
incurring
indebtedness by
[CHINESE
JV]
outside the confines of the Business Plan or Annual Budget or
otherwise in excess of
RMB1,000,000;
|
vi)
|
giving
any guarantee or indemnity to secure the liabilities or obligations of a
Party or any other person;
and
|
vii)
|
appointment
of Management (as defined below).
|
viii)
|
the
amendment of the Articles of
Association.
|
ix)
|
the
increase and/or decrease of the capitalization of
[CHINESE
JV].
|
x)
|
the
suspension or dissolution of
[CHINESE
JV].
|
xi)
|
the
distribution of profit of
[CHINESE
JV].
|
xii)
|
the
change of the business scope of
[CHINESE
JV].
|
xiii)
|
the
merger or separation of
[
CHINESE
JV].
|
xiv)
|
the
disposal of assets of
[
CHINESE
JV].
|
c)
|
Management
Structure, Executive Officers and Board of Directors.
[
CHINESE
JV]
’s
Board shall consist of three
individual members, of which ChineseWorldNet shall select two members, and
Compass shall select one member. The initial management structure and
executive officers of the
[
CHINESE
JV]
(the “Management”) shall be determined by unanimous
approval of the Board at a later date to be determined by the Board but
not later than immediately prior to the execution of the Definitive JV
Agreement.
|
7)
|
DISTRIBUTIONS OF SALES
PROFITS
|
a)
|
All
of
[
CHINESE
JV]
’s
sales profits shall
be used primarily to fund the growth of
[CHINESE
JV]
’
s business and for
other business purposes as mutually agreed upon by the Parties and the
Board.
|
8)
|
TERM OF AGREEMENTS AND
TERMINATION
|
a)
|
Term
of Agreement. This Agreement shall commence on the date first above
written and shall continue in existence until the full execution of the
Definitive JV Agreement, or until Termination as set forth in Section
(8)(b) herein.
|
b)
|
Termination
of Agreement. This Agreement may only be terminated prior to the Parties’
full execution of the Definitive JV Agreement (“Termination”) by mutual
written consent of Compass and
ChineseWorldNet.
|
c)
|
Effect
of Termination. In the event this Agreement is terminated pursuant to
Section (8)(b), except for the provisions of Sections (10)(c) and (10)(d),
which shall survive the termination of this Agreement, Chinese WorldNet’s
and Compass’s rights and obligations under this Agreement shall terminate;
provided, however, that except as otherwise agreed by the parties, the
termination of this Agreement shall not relieve any party from any
liability for damages incurred as a result of a breach by such party of
its representations, warranties, covenants agreements or other obligations
hereunder occurring prior to such
termination.
|
9)
|
TRANSFERABILITY OF
INTERESTS/ADMISSION OF NEW
MEMBERS
|
a)
|
Transfer
of Interest. No Party can transfer any portion of his Equity Interest in
[CHINESE
JV]
without the prior written consent of the remaining
non-transferring Party.
|
b)
|
Right
of First Refusal.
|
i)
|
If
a Party (“Selling Party”) desires to transfer all or part of his Equity
Interest in
[CHINESE
JV]
in any manner, the Selling Party shall first provide to the
other Party the proposal for the transfer and the terms and conditions on
which the transfer is
proposed.
|
ii)
|
The
other Party shall each have thirty (30) days from the date when such Party
receives the proposal from the Selling Party to decide whether such party
wishes to acquire the interest proposed for transfer on the same terms and
conditions as proposed by the Selling
Party.
|
iii)
|
If
the other Party does not wish to acquire the interest on the same terms
and conditions provided by the Selling Party, such Party shall give the
Selling Party a written notice or consent permitting the transfer of the
interest in
[CHINESE
JV]
by the Selling
Party.
|
c)
|
Admission
of New Members. A new joint venture member cannot be admitted to
[CHINESE
JV]
without the prior written consent of all
Parties.
|
10)
|
OTHER
PROVISIONS
|
a)
|
Governing
Law. This Agreement shall be governed by the laws of the People’s Republic
of China (“Chinese Law”), as if it were executed and fully performed in
that jurisdiction.
|
b)
|
Representations
and Warranties. Each Party represents and warrants to the other that it is
duly organized, validly existing and in good standing under the laws of
its respective jurisdiction. Each Party further represents and warrants
that it has the right to enter into this Agreement and to perform its
obligations herein.
|
c)
|
Survival
of Representations, Warranties and Covenants. The representations and
warranties of ChineseWorldNet and Compass contained in this Agreement
shall, notwithstanding any investigation or notice by or to any party
prior to the Execution Date, survive the Execution Date. The covenants and
agreements of the parties contained in this Agreement shall survive until
fully performed or otherwise terminated in accordance with the terms of
this Agreement.
|
d)
|
Indemnification.
|
i)
|
Compass
agrees to shall indemnify and hold harmless ChineseWorldNet from and
against any and all Loss and Litigation Expense (as defined below), which
any of them may suffer or incur as a result of or arising from any of the
following: (a) the failure of any representation or warranty by Compass in
this Agreement to be true and correct in any material respect on the
Execution Date, except to the extent that any such representation or
warranty refers specifically to a date other than the Execution Date, in
which case, failure of such representation or warranty to be true and
correct in any material respects as of such date; and (b) the failure of
Compass to perform in any material respect any of its covenants or
agreements set forth in this
Agreement.
|
ii)
|
ChineseWorldNet
agrees to shall indemnify and hold harmless Compass from and against any
and all Loss and Litigation Expense (as defined below), which any of them
may suffer or incur as a result of or arising from any of the following:
(a) the failure of any representation or warranty by ChineseWorldNet in
this Agreement to be true and correct in any material respect on the
Execution Date, except to the extent that any such representation or
warranty refers specifically to a date other than the Execution Date, in
which case, failure of such representation or warranty to be true and
correct in any material respects as of such date; and (b) the failure of
ChineseWorldNet to perform in any material respect any of its covenants or
agreements set forth in this
Agreement.
|
iii)
|
“Litigation
Expense’ means any expense incurred in connection with investigating,
defending or asserting any Claim indemnified against under this Agreement,
including, without limitation, court filing fees, court costs, arbitration
fees or costs, witness fees, and reasonable fees and disbursements of
legal counsel (whether incurred in any action or proceeding between the
parties to this Agreement or between any party to this Agreement and any
third party), investigators, expert witnesses, accountants and other
professionals. “Loss” means any loss, obligation, liability, settlement
payment, award, judgment, fine, penalty, interest charge, expense, damage
or deficiency or other charge, other than a Litigation
Expense.
|
e)
|
Costs.
Each Party shall individually bear the costs they each incur prior to the
formation of the Joint Venture. All costs incurred after the establishment
of the Joint Venture shall be borne proportionally by the Parties
according to their initial capital
contributions.
|
f)
|
Notices.
All notices, demands, requests, consents, approvals or other
communications required or permitted to be given hereunder or which are
given with respect to this Agreement shall be in writing and shall be
delivered (charges prepaid, receipt confirmed or return receipt requested
(if available)) by hand, by nationally recognized air courier service, by
certified mail or facsimile, addressed as set forth below or to such other
address as such Party shall have specified most recently by written
notice. Notices shall be deemed given and effective (i) if delivered by
hand or by nationally recognized courier service, when delivered during
regular business hours at the address specified in this Section (9)(f) (or
in accordance with the latest unrevoked written direction from such
Party), (ii) if by certified mail, four (4) business days after mailing or
(iii) if given by facsimile when such facsimile is transmitted to the fax
number specified in this Section (9)(f) (or in accordance with the latest
unrevoked written direction from such Party), provided the appropriate
confirmation is received.
|
g)
|
No
Reliance. The Parties each acknowledge that, in entering into this
Agreement, they have not relied upon any statements, representations,
warranties, correspondence, negotiations, conditions, understandings,
promises and agreements, oral or written, not specifically set forth in
this Agreement. Each of the Parties represents that prior to executing
this Agreement, each Party had an opportunity to fully review, analyze,
and obtain legal counsel to obtain advise regarding the meaning and
consequence of all of the
terms
and provisions of this
Agreement.
|
h)
|
Further
Assurances. Each of the Parties agree on behalf of themselves to produce
and execute such other documents or agreements as may be necessary or
desirable for execution and implementation of this Agreement and the
consummation of the transactions contemplated thereby, including but not
limited to the Definitive JV
Agreement.
|
i)
|
Severability
and Waiver. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, such determination
shall not affect any other provisions of this Agreement, which shall
remain in full force and effect and shall in no way be impaired. No
provision of this Agreement shall be waived unless set forth in writing
and signed by the party effecting such waiver. No waiver of the breach of
any of the terms or provisions of this Agreement shall be a waiver of any
preceding or succeeding breach of this Agreement or any other provisions
thereof. No waiver of any default, express or implied, made by any party
hereto shall be binding upon the party making such waiver in the event of
a subsequent default.
|
j)
|
Successors
and Assigns. Subject to the exceptions specifically set forth in this
Agreement, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective executors, administrators,
heirs, successors and assigns of the Parties. This Agreement shall not be
assignable by either of the Parties without the written consent of the
other non-assigning Party.
|
k)
|
Titles
and Subtitles. The titles and subtitles of the Sections of this Agreement
are used for convenience only and shall not be considered in construing or
interpreting this agreement
|
1)
|
Counterparts
and Facsimile. This Agreement may be executed in one or more counterparts
and transmitted by facsimile copy, each one of which shall constitute an
original and all of which shall constitute one and the same
document.
|
CHINESEWORLDNET.COM
INC.
|
|
By:
|
/s/
Joe Tai
|
Joe
Tai,
|
|
Chief
Executive Officer
|
|
Shanghai
Compass Venture Capital Co., Ltd.
|
|
By:
|
/s/
Zhijie Wang
|
Zhijie
Wang
|
|
Chairman
|
1.
|
I
have reviewed this annual report on Form 20-F of ChineseWorldNet.com,
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 company
as of, and for, the periods presented in this
report.
|
4.
|
The
Company’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the company and we
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 company, 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.
|
Evaluated
the effectiveness of the company’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
|
c.
|
Disclosed
in this report any change in the Company’s internal control over financial
reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially
affect, the company’s internal control over financial
reporting.
|
5.
|
The
Company’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the Company’s auditors and the audit committee of the company’s board of
directors (or persons performing the equivalent
function):
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the Company’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 company’s internal control
over financial reporting.
|
/s/Joe
Kin Foon Tai
|
Joe
Kin Foon Tai
|
Chief
Executive Officer
|
1.
|
I
have reviewed this annual report on Form 20-F of ChineseWorldNet.com,
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 company
as of, and for, the periods presented in this
report.
|
4.
|
The
Company’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the company and we
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 company, 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.
|
Evaluated
the effectiveness of the Company’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
|
c.
|
Disclosed
in this report any change in the company’s internal control over financial
reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially
affect, the company’s internal control over financial
reporting.\
|
5.
|
The
Company’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the Company’s auditors and the audit committee of the company’s board of
directors (or persons performing the equivalent
function):
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the Company’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 company’s internal control
over financial reporting.
|
/s/
Kelvin Fu Szeto
|
Kelvin
Fu Szeto
|
Chief
Operating Officer and Chief Financial
Officer
|
/s/Joe
Kin Foon Tai
|
Joe
Kin Foon Tai
|
Chief
Executive Officer
|
/s/
Kelvin Fu Szeto
|
Kelvin
Fu Szeto
|
Chief
Operating Officer and Chief Financial
Officer
|