UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F/A

Amendment No. 1

 

CHINESEWORLDNET.COM INC.

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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, 2012

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

 

OR

 

¨ 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 ____________

 

Commission file number 000-33051

 

CHINESEWORLDNET.COM INC.

(Exact name of Registrant as specified in its charter)

 

CAYMAN ISLANDS

(Jurisdiction of incorporation or organization)

 

Suite 368 – 1199 West Pender Street, Vancouver, British Columbia, Canada V6E 2R1

(Address of principal executive offices)

 

Mr. Joe Tai, President and Chief Executive Officer

Tel: +1 (604) 488-8878   Fax: +1 (604) 488-0868

Suite 368 – 1199 West Pender Street, Vancouver, British Columbia, Canada V6E 2R1

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
Not Applicable Not Applicable
   
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Common Shares, Par Value of US$0.001 Per Share
 
(Title of Class)
   
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 10,950,000 common shares

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

¨ Yes x No

 

If this report is an annual or transaction report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

¨ Yes x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x Yes ¨ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

x Yes ¨ No

 

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

 

¨ Large accelerated filer ¨ Accelerated filer x Non-accelerated filer

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

x  U.S. GAAP ¨ International Financial Reporting Standards as issued by
the International Accounting Standards Board 		¨ Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

¨ Item 17 ¨  Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

¨ Yes x No

 

 
 

 

Explanatory Note

 

The purpose of this amendment on Form 20-F/A to ChineseWorldNet.Com Inc’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on April 30, 2013, is solely to furnish Exhibit 101 to the Form 20-F in accordance with Rule 405 of Regulation S-T.

 

Accordingly, we have checked “Yes” as to whether registrant has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T.

 

No other changes have been made to the Form 20-F. This Amendment No. 1 to the Form 20-F speaks as of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 20-F.

 

 
 

   

item 19.   EXHIBITS
     
Exhibit
No. 		  Document Description
     
1 (1) Articles of Association, Memorandum of Association and Certificate of Incorporation of CWN
     
2.1 (2) Form of Convertible Debenture dated May 31, 2004
     
4.1 (4) Stock Option Plan Agreement dated October 1, 2007
     
4.2 (6) Stock Option Plan Agreement dated June 10, 2010
     
4.3 (5) Agreement to Establish [CWN China Co., Ltd.], a Chinese – Foreign Joint Venture Ltd. Liability Company
     
4.4 (6) Consulting Agreement between Chineseworldnet.Com Inc. and Goldpac Investments Ltd. dated January 1, 2010
     
4.5 (6) Consulting Agreement between Chineseworldnet.Com Inc. and Silver Lake Investment Partners, Ltd. dated January 1, 2010
     
4.6 (7) Consulting Agreement between Chineseworldnet.Com Inc. and Goldpac Investments Ltd. dated January 1, 2011
     
4.7 (7) Consulting Agreement between Chineseworldnet.Com Inc. and Silver Lake Investment Partners, Ltd. dated January 1, 2011
     
4.8 (8) Consulting Agreement between Chineseworldnet.Com Inc. and Goldpac Investments Ltd. dated January 1, 2012
     
8 (8) List of Subsidiaries
     
11 (3) Code of Ethics
     
12.1 (8) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
12.2 (8) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
13.1 (8) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
13.2 (8) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 
 

 

101.INS * XBRL Instance Document
     
101.SCH * XBRL Taxonomy Extension Schema Document
     
101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF * XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB * XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document

  

* Filed herewith

 

(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 December 3, 2004.
   
(3) Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on June 30, 2005.
   
(4) Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on June 30, 2008.
   
(5) Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on June 30, 2009.
   
(6) Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on May 13, 2011.
   
(7) Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on April 30, 2012.
   
(8) Incorporated by reference to Exhibits of Registrant’s Annual Report on Form 20-F (file no. 000-33051) filed on April 30, 2013.

 

 
 

 

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F, and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

Dated: May 30 th , 2013

 

ChineseWorldNet.com Inc. ,
a Cayman Islands Corporation
 
/s/ Joe Kin Foon Tai
JOE KIN FOON TAI
Director, President and Chief Executive Officer

 

 

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