-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I0WPqkzSUejJFrrzM2aRfpA7czMK6SymALOmxehImHDHPgFkcMggUK8FYwkOeUmx cn61wxzTA1mJ5lFD9vOVRQ== 0000950136-03-003155.txt : 20031222 0000950136-03-003155.hdr.sgml : 20031222 20031222140215 ACCESSION NUMBER: 0000950136-03-003155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031215 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINAWE COM INC CENTRAL INDEX KEY: 0001043222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 954627285 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29169 FILM NUMBER: 031067272 BUSINESS ADDRESS: STREET 1: HARTMAN & CRAVEN LLP STREET 2: 460 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2136507556 MAIL ADDRESS: STREET 1: HARTMAN & CRAVEN LLP STREET 2: 460 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022-1987 FORMER COMPANY: FORMER CONFORMED NAME: NEO MODERN ENTERTAINMENT CORP DATE OF NAME CHANGE: 20000125 8-K 1 file001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2003 Chinawe.com Inc -------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 000-29169 95-462785 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) c/o Hartman & Craven LLP, 488 Madison Avenue, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 753-7500 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events and Resolution FD Disclosure. ----------------------------------------- On December 15, 2003 Chinawe.com Inc. (the "Company") and Charter One Investments Limited ("Charter") executed a Memorandum of Understanding whereby Charter agreed to convert the HK$1,000,000 loan previously made to the Company into 3,800,000 unregistered shares of the Company's common stock, par value $.001 per share. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------- (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 10.2 Memorandum of Understanding, dated December 15, 2003, between Chinawe.com Inc. and Charter One Investments Limited -2- 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 hereunto duly authorized. CHINAWE.COM INC. Date: December 22, 2003 By: /s/Man Ying Ken Wai -------------------- Man Ying Ken Wai Vice President -3- EX-10.2 3 file002.txt MEMORANDUM OF UNDERSTANDING MEMORANDUM OF UNDERSTANDING --------------------------- This Memorandum of Understanding ("Memorandum") is made the 15th day of December, 2003 between Chinawe.com Inc., whose principal executive office is situated at c/o Hartman & Craven LLP, 488 Madison Avenue, New York, New York 10022-1987 (the "Company") of the first part, and Charter One Investments Limited, a corporation incorporated under the laws of the British Virgin Islands and having its principal address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("Charter") of the second part. WHEREAS, the Company is a corporation listed on the OTCBB of the United States National Association of Securities Dealers, Inc.; WHEREAS, as at the date hereof, the Company has a total of 40,000,000 shares of common stock issued and outstanding, at U.S. $.001 par value ("Common Stock"); and WHEREAS, at the request of the Company, Charter intends to invest certain sums of money in the Company and has requested the Company to allot to it certain shares of the Company to which the Company has agreed to do in the manner hereinafter set forth; NOW, THEREFORE, it is agreed as follows: 1. Charter hereby agrees, at the request of the Company, to invest and the Company hereby agrees to accept Charter's investment in an aggregate sum of HK$1,000,000.00 paid in the following manner: (a) HK$100,000.00 was advanced by Charter to the Company as a loan on or about the 7th day of January, 2003; (b) HK$300,000.00 was advanced by Charter to the Company as a loan on or about the 24th day of February, 2003; and (c) The balance of HK$600,000.00 was advanced by Charter to the Company on or before the 31st day of July, 2003. 2. (a) The Company hereby agrees to fully pay for the moneys advanced, as described in paragraph 1 hereof, without interest thereon, and Charter agrees to accept in full payment and satisfaction therefor, a total of 3,800,000 shares of Common Stock (the "Shares"). (b) The Company shall be responsible for, in compliance with relevant US SEC rules and regulations, all necessary procedures to cause the said Shares to be duly and properly issued and allotted to Charter. (c) It is hereby agreed between the parties hereto that the sale of said Shares by the Company to Charter shall be subject to SEC rules and all other applicable rules and regulations. Accordingly, Charter acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended, and are being taken for investment purposes only, without a view to their sale or distribution, except as permitted by applicable United States law. It is also agreed that the certificate will bear a restriction to the foregoing effect. (d) Charter agrees that the Company has made no representations or warranties to Charter in connection with issuance of the Shares and that in making its decision to purchase the Shares, Charter is relying solely on the Company's public filings with the SEC. 2. Each party hereto shall, at the request of the other party hereto, at any time and from time to time, promptly execute and deliver, or cause to be executed and delivered to such requesting party all such further instruments and take all such further actions as may be reasonably necessary or appropriate to more effectively confirm or 2 carry out the provisions and intents of this Memorandum. In that connection, Charter acknowledges that it will have certain filing obligations with the SEC in connection with its purchase of the Shares and agrees to make such filings. 3. This Memorandum is intended to be legally binding and shall be governed by and construed in accordance with applicable United States law; the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong Courts as well as the appropriate courts of the United States of America. IN WITNESS WHEREOF, the hands of the parties hereto the day and year first above written. CHINAWE.COM INC. By: /s/ Vivian Wai Wa Chu -------------------------------- Name: Vivian Wai Wa Chu ------------------------------ Title: Director ----------------------------- CHARTER ONE INVESTMENTS LIMITED By: /s/ Edward Chow Mo Yiu -------------------------------- Name: Edward Chow Mo Yiu ------------------------------ Title: Director ----------------------------- 3 -----END PRIVACY-ENHANCED MESSAGE-----