10-K: Cloudweb, Inc. 2025 Annual Report: Continued Losses and Going Concern Doubt
Annual Report
Cloudweb, Inc. filed its 2025 10-K, reporting no revenue, a net loss of $70,427, and substantial doubt about its ability to continue as a going concern due to its accumulated deficit and working capital deficiency.
Summary
- Cloudweb, Inc. filed its annual report for the fiscal year ended December 31, 2025.
- The company reported no revenue for both 2025 and 2024.
- Operating expenses decreased by 3% to $34,159 in 2025 from $35,350 in 2024.
- Other expenses decreased by 4% to $36,268 in 2025 from $37,610 in 2024.
- The net loss for 2025 was $70,427, a 3% decrease from $72,960 in 2024.
- The company has a working capital deficiency of $713,921 as of December 31, 2025, an increase from $643,494 in 2024.
- Cash flows used in operating activities were $33,815 in 2025, a slight increase from $33,250 in 2024.
- Financing activities provided $33,815 in 2025, primarily from advancements from a related party.
- The company has an accumulated deficit of $233,531,334 as of December 31, 2025.
- Management acknowledges substantial doubt about the company's ability to continue as a going concern.
- The company is exploring new business opportunities for merger or acquisition.
- Disclosure controls and internal financial reporting controls were found to be ineffective due to insufficient resources, inadequate segregation of duties, and lack of an audit committee and outside directors.
- Zhi De Liao is the sole director and officer, serving as President, CEO, CFO, and Director.
Sentiment
Score: 1
Explanation: StockSavvy.ai views this filing as extremely negative due to the complete absence of revenue, persistent net losses, a growing working capital deficiency, and explicit statements about substantial doubt regarding the company's ability to continue as a going concern.
Positives
- Net loss decreased by 3% to $70,427 in 2025 compared to $72,960 in 2024, primarily due to a decrease in professional fees.
- Operating expenses and other expenses saw a slight decrease in 2025.
- The company received advancements from a related party to cover operating expenses, indicating continued support.
- The company is actively exploring new business opportunities for merger or acquisition to potentially improve its financial standing.
Negatives
- The company generated no revenue in fiscal years 2025 and 2024.
- A significant working capital deficiency of $713,921 exists as of December 31, 2025.
- The company has a substantial accumulated deficit of $233,531,334.
- There is substantial doubt about the company's ability to continue as a going concern.
- Disclosure controls and internal financial reporting controls were identified as ineffective, with material weaknesses noted.
- The company has no employees, with officers and directors providing their time at no cost.
Risks
- The company's existing capital resources may not be adequate to execute its business plan, raising substantial doubt about its ability to continue as a going concern.
- Failure to generate positive cash flow or obtain additional financing may force the company to modify, delay, or abandon its business and expansion plans.
- The company's common shares are quoted on the Pink Sheets of the OTC Markets, which is characterized by thin trading and wide fluctuations in prices.
- The company has not generated positive cash flow from operating activities.
- The effectiveness of disclosure controls and internal financial reporting controls is compromised due to insufficient resources, inadequate segregation of duties, and the absence of a functioning audit committee and outside directors.
- The usage of the company's net operating loss carryforwards is subject to annual limitations following greater than 50% ownership changes due to Section 382 of the U.S. Internal Revenue Code.
Future Outlook
The company is exploring options to develop and market its web hosting and data storage services, including offering free hosting supported by advertiser content and white-labeling its services. However, management acknowledges that existing capital resources may be inadequate to execute its business plan, and there is substantial doubt about the company's ability to continue as a going concern. The company is actively seeking new business opportunities for merger or acquisition.
Management Comments
- "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 Companys ability to continue as a going concern."
- "Our Company is currently seeking new business opportunities with established business entities for merger with or acquisition of a target business."
- "We have no employees and our officers and directors furnish their time to the development of our Company at no cost."
- "We do not have a Code of Ethics in place for the Company. Our business operations are not complex and are very limited. Our Company seeks advice and counsel from outside experts such as our lawyers and accountants on matters relating to corporate governance and financial reporting."
- "Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future."
Industry Context
StockSavvy.ai notes that Cloudweb, Inc. operates in the web hosting and data storage sector, a highly competitive market. The company's strategy of exploring free hosting models supported by advertising and white-labeling services reflects an attempt to find a niche in a market dominated by larger, well-established players. However, the company's current financial precariousness and lack of revenue present significant hurdles to executing such strategies effectively.
Comparison to Industry Standards
- The company's reported zero revenue in 2025 and 2024 stands in stark contrast to industry standards. Major web hosting providers like GoDaddy, Bluehost, and HostGator generate billions in annual revenue.
- Cloudweb, Inc.'s net loss of $70,427 in 2025, while a reduction from the previous year, is a significant concern given the absence of revenue. Industry leaders typically aim for profitability or reinvestment of substantial revenue into growth.
- The company's working capital deficiency of $713,921 is a critical issue. In contrast, established hosting companies maintain robust working capital to fund infrastructure, marketing, and customer support.
- The lack of employees and reliance on officers and directors providing time at no cost is highly unusual and unsustainable for a company aiming to operate in the tech sector. Competitors employ thousands of staff globally.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Audit Committee | Currently, the audit committee consists of the entire board of directors. The company does not have a standing audit committee due to limited working capital and minimal revenues. The company plans to form an audit committee if sufficient funding is raised. | N/A | Lack of a dedicated audit committee and outside directors contributes to ineffective oversight of internal controls and procedures, as noted in the material weaknesses. |
| Code of Ethics | The company does not currently have a Code of Ethics in place, citing limited business operations and reliance on outside experts for advice. | N/A | Absence of a formal code of ethics may lead to a less structured approach to corporate governance and ethical conduct, though management relies on external advisors. |
| Board Meetings | The board of directors held no formal meetings during the year ended December 31, 2025. All proceedings were conducted via written resolutions. | N/A | Reliance on written resolutions instead of formal meetings may limit the depth of discussion and deliberation on critical company matters. |
Legal Proceedings
- The company is not involved in any pending legal proceedings or litigation, and to its knowledge, no governmental authority is contemplating any proceeding that would likely have a material adverse effect.
Related Party Transactions
- During the years ended December 31, 2025 and 2024, the Director of the Company advanced $33,815 and $33,250, respectively, for paying operating expenses on behalf of the Company. This loan is non-interest bearing and due on demand.
- As of December 31, 2025, the amount due to related party was $206,874, an increase from $173,059 as of December 31, 2024.
Stakeholder Impact
- Shareholders: The company's lack of revenue, persistent losses, and going concern issues significantly increase the risk for shareholders, with a very low probability of return on investment in the current state. The low market capitalization and Pink Sheet listing also limit liquidity.
- Creditors: The company's substantial working capital deficiency and accumulated deficit pose a risk to creditors, as the ability to repay outstanding debts is uncertain without additional financing or a successful merger/acquisition.
- Management/Employees: The company has no employees. Officers and directors provide their time at no cost, indicating a minimal operational structure and potential for burnout or lack of dedicated resources.
- Suppliers: Given the lack of revenue and financial distress, suppliers may face risks related to timely payment for any services or goods provided.
Next Steps
- Explore options for developing and marketing web hosting and data storage services.
- Investigate making hosting available for free, supported by advertiser content.
- Explore white-labeling services to allow other brands to use the company's platforms.
- Seek new business opportunities with established business entities for merger or acquisition.
- Address material weaknesses in internal controls and disclosure procedures.
Key Dates
| Date | Description |
|---|---|
| 2014-05-25 | Company incorporated as Formigli, Inc. |
| 2015-12-03 | Company name changed to Data Backup, Inc. |
| 2016-11-04 | Company name changed to Data Backup Solutions Inc. |
| 2017-04-01 | Company discontinued the web hosting business. |
| 2017-10-01 | Company name changed to Cloudweb, Inc. |
| 2017-10-27 | Shareholders and board approved a reverse stock split of up to 400 old shares for one new share. |
| 2017-11-30 | FINRA approved the reverse stock split. |
| 2019-11-27 | Shareholders and board approved a reverse stock split of up to 150 old shares for one new share. |
| 2019-12-09 | Articles of Amendment filed for reverse split with effective date of December 18, 2019. |
| 2019-12-19 | Reverse split became effective with the OTC Markets. |
| 2020-01-02 | Company issued a convertible note to an unaffiliated party. |
| 2020-03-04 | Convertible note sold to another unaffiliated party. |
| 2020-03-23 | Principal amount of convertible note converted into shares. |
| 2020-03-31 | Company issued a convertible note for paying operating expenses. |
| 2020-06-30 | Company issued a convertible note for paying operating expenses. |
| 2020-09-30 | Company issued a convertible note for paying operating expenses. |
| 2020-12-31 | Company issued a convertible note for paying operating expenses. |
| 2022-12-31 | Partial repayment of a convertible note with stock. |
| 2024-12-31 | Financial statements for the year ended December 31, 2024. |
| 2025-12-31 | Financial statements for the year ended December 31, 2025. |
| 2026-03-25 | Number of shareholders of record and shares outstanding as of this date. |
| 2026-04-15 | Date of the report and signatures. |
Recommendation
sellThe company exhibits a complete lack of revenue, significant and increasing working capital deficiency, substantial accumulated deficit, and explicit statements of doubt regarding its ability to continue as a going concern. The identified material weaknesses in internal controls further exacerbate the risk. Without a clear path to revenue generation or a transformative event like a merger, the outlook is extremely bleak, warranting a sell recommendation.
Keywords
Cloudweb, Inc., 10-K, Annual Report, Financial Statements, Going Concern, Net Loss, No Revenue, Working Capital Deficiency, Related Party Transaction, Disclosure Controls, Internal Controls, Web Hosting, Data Storage
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