<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-KSB
(Mark One)
            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended August 31, 2001
                                               --------------------

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
        For the transition period from ______________ to _______________

                         Commission file number 0-27757
                                                --------

                             Asia Web Holdings, Inc.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

                 Delaware                                        33-0529299
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation                 (I.R.S. Employer
              or organization)                               Identification No.)

          1947 Camino Vida Roble, Suite 102, Carlsbad, California 92008
          -------------------------------------------------------------
                    (Address of principal executive offices)

                                 (760) 804-0023
       ------------------------------------------------------------------
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:

Title of each class                Name of each exchange on which registered
       None
-------------------                -----------------------------------------

         Securities registered under Section 12(g) of the Exchange Act:

                               Title of each class
                                  Common Stock
                ------------------------------------------------

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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. Yes [X] No [
]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [X]

         State issuer's revenues for its most recent fiscal year: $ 47,455.

         The aggregate market value of the voting stock held by non-affiliates
of the registrant based on the closing price of the Registrant's common shares
as of December 5, 2001 was $1,205,588.

<PAGE>

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         The number of shares outstanding of each of the issuer's classes of
common equity, as of November 26, 2001 was 8,735,408.

                       DOCUMENTS INCORPORATED BY REFERENCE

           NONE

         Transition Small Business Disclosure Format (check one);

         Yes_______        No___X___


<PAGE>
Part I

Item 1.  Business

HISTORICAL OVERVIEW

         Asia Web Holdings, Inc. (the "Company" or the "Registrant") was
incorporated under the Company Act of British Columbia on August 26, 1983, as
Sheen Minerals, Inc., a mineral exploration and extraction company. On August
27, 1991, the Company changed its name to International AcuVision Systems, Inc.
and, in September 1993, the Company was domesticated under Section 388 of the
Delaware General Corporation Law. During the period August 1991 through August
31, 1998, the Company marketed its vision training products in the optometric,
sports vision, occupational therapy and visual rehabilitation fields. By fiscal
year end, August 31, 1998, the Company concluded that future sales and business
in the vision training market was too limited and that the costs of marketing
and production too great. Unsolicited orders for vision training products were
filled through August 31, 1999 at which time management determined that the
Company would discontinue the vision training operation in its entirety. As a
result, management determined that the Company should restructure.

         At the 1999 Annual Meeting of Stockholders, the Company's name was
changed to Acubid.com, Inc; the authorized shares were increased to 50,000,000;
a class of 10,000,000 Preferred Shares was created; the Company's stock was
reverse split one for two; and the web-based auction house was initiated.
Because the Company's inability, through limited marketing and promotion, to
expand the viewership of its auction site to the point where any significant
revenue could be derived from that site, the Company began to explore business
relationships that would provide the Company a venue to use its Internet
expertise in a profitable manner while at the same time building customer
support for its online auction business.

         At the Annual Meeting of Stockholders held May 22, 2000, the authorized
shares were increased to 100,000,000 and the name of the Company was changed to
Asia Web Holdings, Inc. On June 2, 2000, Registrant filed the Restated
Certificate of Incorporation of Acubid.com, Inc. changing the authorized shares
and changing the name of the Company from Acubid.com, Inc. to Asia Web Holdings,
Inc. At the same meeting the Company gained approval to acquire PT Jaring Data
Interaktif, an Indonesian Internet content and service provider, providing the
Company access to a developing Indonesian market.

CURRENT BUSINESS

         On November 6, 2000, a meeting of the Board of Directors was called and
it was decided that, because of the impossibility caused by the Indonesian
Presidential Decree No. 96/2000 ("Decree") on July 20, 2000, thirty days after
closing the transaction with P.T Jaring Data Interaktif ("JDI'), which banned
foreign investments in Internet and media related industries and the conversion
of over $400,000 of the Company's money, the issuance of 44,000,000 of the
Company's common stock used to acquire PT Jaring Data Interaktif was canceled.
This action forced the Company into litigation with several parties that had
been involved with the acquisition (see Part I, Item 3. Litigation, for details
on this matter).

         This decision voided the acquisition of PT Jaring Data Interaktif and
left the Company with its only business being its web-based auction site. In an
effort to conserve cash, the site was taken offline until the Company can
determine how it will fit within its future business model. This left the
Company in a position where it needed to evaluate a new business model that
would best utilize its assets and personnel, which the Company was unable to
seriously undertake until legal matters relating to the acquisition of PT Jaring
Data Interaktif as well as legal matters relating to a former celebrity advisor
were settled (see Part I, Item 3. Litigation, for details on this matter). As of
July 30, 2001, each of these matters was resolved.

         As of the date of this report, the Company is assessing various
business models to determine an appropriate course of direction. Several
Internet related as well as non-Internet related possibilities are being
reviewed but an appropriate course of action for the Company has yet to be
determined at this time.


<PAGE>

EMPLOYEES

         As of the date of this filing, the Company has three full-time
employees: two senior executives responsible for general management, corporate
direction and investor relations; and one in customer/technical support and
general administration. The Company's Chief Technology Officer works on an as
needed basis to provide technical support to the Company as well as assisting
the senior executives and the Board of Directors in evaluating business
opportunities. The Company has never had a work stoppage, and no employees are
represented under collective bargaining agreements. The Company considers its
relations with its employees to be good.


Item 2.  Properties

         Effective June 1, 1999, the Company entered into a three year lease on
3,081 square feet of office space at 1947 Camino Vida Roble, Suite 102 Carlsbad,
California. The Company obtained the space at $1.60 per square foot. In an
effort to reduce expenses on June 1, 2001 the Company was released from any
further lease obligations on 1579 square feet of office space. Thus leaving the
company with 1502 square feet of office space at 1.70 per square foot. The Lease
expires on May 31, 2002. The Company, at its option, may renew the lease for one
two-year period. The Company believes that this space will provide adequate
working space and environment for the technical and administrative needs of the
Company. The Company believes that this office space will be adequate to meet
its needs for the immediate future.

         On May 25, 1999, the Company entered into an agreement with Level 3
Communications to secure space and bandwidth for the housing of its main Web
site server operations in San Diego, California. Pursuant to this agreement, the
Company is required to pay Level 3 Communications $1,800.00 per month which will
increase as the bandwidth increases with growth. This agreement was terminated
by mutual consent on October 7, 2000.



<PAGE>

Item 3.  Legal Proceedings

         The following is a summary of three litigation matters in which the
Company was a party. The summaries below are qualified by a review of the
complete court file in each matter.

(a)      The Zilkha Litigation
         ---------------------

         On Oct. 11, 2000, Selim K. Zilkha, on behalf of the Selim K. Zilkha
Trust filed a lawsuit against the Company seeking the return of the Ten Million
Dollar ($10,000,000) private placement invested with the Company in June 2000.
Additionally, Zilkha initially sought a temporary restraining order ("TRO") and
made an application for a preliminary injunction, which was heard on Oct. 18,
2000 before the Honorable Napoleon Jones in the United States District Court for
the Southern District of California. The TRO and the preliminary injunction
sought to freeze Ten Million Dollars ($10,000,000) of the Company's assets.

         The allegations made in Zilkha's complaint asserted violations of the
state and federal securities laws, as well as related causes of action. The
Company unequivocally denied the allegations contained in the Complaint.

         On October 20, 2000 the Honorable Napoleon Jones denied Zilkha's
Application for a Temporary Restraining Order and Preliminary Injunction to
freeze Ten Million Dollars ($10,000,000) of the Company's assets. The Court
released its opinion, finding that Zilkha's motion was without merit.

         The Court declined to freeze $10,000,000 of the Company's assets
finding that Zilkha, whose investment put him on the same footing as any other
shareholder, had no lien or other legal rights over the Company's assets that
would entitle him to such an extraordinary injunction.

         On October 20, 2000, within hours of the District Court releasing its
opinion, Zilkha filed an emergency motion in the United States Court of Appeals
for the Ninth Circuit seeking an immediate freezing of $10,000,000 of the
Company's assets.

         On November 3, 2000, the United States Court of Appeals for the Ninth
Circuit granted Zilkha the emergency injunction and remanded the matter back to
the District Court for reconsideration of the preliminary injunction on that
level. On November 21, 2000, the District Court granted the preliminary
injunction.

         On November 6, 2000, the Company filed a motion to dismiss Zilkha's
complaint on the ground that it failed to state a claim upon which relief can be
granted.

         On December 1, 2000, the District Court entered an order dismissing
Zilkha's complaint for failure to state a claim upon which relief can be
granted. At that time, the District Court did give Zilkha leave to amend the
complaint up to and including December 18, 2000.

         On December 18, 2000, Zilkha filed his First Amended Complaint and on
December 28, 2000, the Company filed its answer and counterclaim against Zilkha
for breach of contract.

         On April 24, 2001, all disputes set forth in the Zilkha and Delaware
litigation complaints were settled. For a description of the terms and
conditions of the settlement see "Zilkha and Delaware litigation settlement"
below.

(b)      The Delaware Litigation
         -----------------------

         As a result of Indonesian Presidential Decree No. 96/2000 ("Decree") on
July 20, 2000, thirty days after closing the transaction with P.T Jaring Data
Interaktif ("JDI'), which banned foreign investments in Internet and media
related industries and after seeking advice and researching the implications of
this Decree, management concluded that the transaction with Alanberg Pte. Ltd.
("Alanberg") and JDI was void on July 20, 2000 due to impossibility and
frustration of purpose. Neither JDI or Alanberg advised management of the Decree
until August 6, 2000.


<PAGE>

         Additionally, Alanberg and JDI took other actions, which frustrated the
purpose of the transaction. On April 25, 2000 prior to the Closing of the
transaction with JDI, Registrant wired JDI $200,000 on the assurance of JDI's
representatives, including Bosko Djordjevic and Peter Gontha that it was to be
used as working capital of JDI. On July 13, 2000, subsequent to Closing,
Registrant wired JDI $500,000 on the assurance of JDI's representatives,
including Dicky di Nata and Peter Gontha that it was to be used as working
capital of JDI. Registrant believes that at least $500,000 of this $700,000 was
given personally to Peter Gontha, whose children own Alanberg and were sellers
of JDI.

         On August 4, 2000, Registrant wired an additional $200,000 to JDI,
which was to be used as a short-term loan to a company named Pacomnet, a
start-up in business-to-business Internet banking and owned by the son of JDI's
president, Dicky Di Nata and controlled by Peter Gontha. The Registrant, which
had the option to purchase Pacomnet for an additional $1,800,000, called the
loan on September 10, 2000, pursuant to the terms of a signed agreement between
Registrant and Pacomnet and was advised by Dicky di Nata, an officer of JDI, who
was not a representative of Pacomnet, that the Registrant was not entitled to
the funds.

         Thus, of the $900,000 that the Registrant advanced to JDI and its
related entities, the Company believes that, not less than $700,000 and possibly
all of the funds were converted to the personal use of others and not applied to
the needs of JDI.

         On November 6, 2000, a meeting of the Board of Directors was called and
was attended by: Lawrence Schaffer, president and a director prior to Closing;
Waddy Stephenson and Michael Schaffer, both directors prior to closing and
elected again without contingency at the May 22, 2000 shareholder's meeting; Raj
Singham, a director of Alanberg, personal legal counsel to Peter F. Gontha, and
chosen by the selling JDI shareholders and contingently elected only upon
closing of the transaction; and, Bosko Djordjevic, chosen by the selling JDI
shareholders and contingently elected only upon closing of the transaction. Two
resolutions were considered:

         o    That because of impossibility caused by the Decree and the alleged
              conversion of over $500,000 of Registrant's money that the
              issuance of 44,000,000 of Registrant's Common Stock to Alanberg
              was to be canceled.

         o    That the Company commence an action against Peter Gontha for his
              acts as a shareholder and an officer of JDI, specifically the
              alleged conversion of over $500,000.

         As to both of the resolutions, the old board members, Schaffer and
Stephenson voted in favor and Djordjevic and Singham voted against. Both Mr.
Djordjevic and Mr. Singham were advised that the Company believed that since
they were interested directors, under Delaware law, their vote would not be
counted, and since the transaction was void, AB INITIO, only the vote of the old
board members should be counted.

         On November 8, 2000, the pre-acquisition board of directors consisting
of Lawrence Schaffer, Michael Schaffer, and Waddy Stephenson signed a unanimous
written consent that acknowledged that the transaction between Registrant and
JDI was void and that the issuance of common stock to Alanberg was void and the
stock should be canceled.

         On November 8, 2000, Alanberg, acting through its directors Noorjahan
Meurling and Dewi Allice Lydia Gontha a.k.a. Dewi Gontha Sulisto, and without
the signatures of Alanberg directors identified in the Company's Form 8-K filed
on September 5, 2000, Raj Singham and Francois Gontha, signed an Action by
Written Consent of Stockholder of Asia Web Holdings, Inc. pursuant to Section
228 of the Delaware General Corporations Law and Article 1, Section 9 of the
Bylaws ("Shareholder Action"), purporting to remove Michael Schaffer and Waddy
Stephenson from the Board of Directors and appointed Marlon Buno, Peter Gontha's
accountant in the United States. This Shareholder Action was ratified by a Board
of Director's Resolution of Alanberg Private Limited signed by all of the
directors of Alanberg: Raj Singham, Noorjahan Meurling, and Dewi Allice Lydia
Gontha a.k.a. Dewi Gontha Sulisto. The composition of the Board of Directors of
Alanberg on November 8, 2000 is not the same as reported in the Company's Form
8-K filed on September 5, 2000.

<PAGE>

         This purported board of directors of the Company, consisting of Marlon
Buno, Raj Singham, and Bosko Djordjevic, a Beverly Hills, California resident,
on November 8, 2000, after waiver of notice pursuant to Section 229 of the
Delaware General Corporations Law held a meeting and took the following actions:

         o    Rescission of the actions taken at the November 6, 2000 meeting of
              the Company's Board of Directors.

         o    Removal of Michael Schaffer as Chief Executive Officer, Lawrence
              Schaffer as President, and Waddy Stephenson as Secretary and as
              Vice President of Technical Development.

         o    The election of Marlon Buno as President and Chief Executive
              Officer, Lincoln Stone as Secretary, and Marlon Buno as Chief
              Financial Officer.

         o    That legal counsel acting in the matter of Zilkha vs. Asia Web
              Holdings, Inc. in the United States District Court for the
              Southern District of California, Case No. 00 CV 2025 (the "Zilkha
              Case"), Patton Boggs LLP and Joseph Nardulli were to continue to
              be retained by the Company but that such counsel were to disregard
              the instruction of the "previous management" and were to only act
              if instructed by the newly appointed officers.

         o    That the accountancy firm of Israeloff, Trattner and Co. were to
              continue in the employ of the Registrant but that the accountants
              were to disregard the instruction of the "previous management" and
              were to only act if instructed by the newly appointed officers.

         o    That the banking authority of the former officers is rescinded.

         o    That Marlon Buno and Lincoln Stone become the designated
              signatories on the Company's bank accounts with the exception of
              the account holding the $10,000,000 proceeds from the Selim Zilkha
              private placement.

         o    That Marlon Buno and Bosko Djordjevic become the designated
              signatories on the bank account holding the $10,000,000 proceeds
              from the Selim Zilkha private placement.

         o    That these purported officers and directors be indemnified by the
              Company for the above actions.

         On November 13, 2000, after action by the old Board of Directors
consisting of Michael Schaffer, Lawrence Schaffer, and Waddy Stephenson, the
Company's attorneys, Patton Boggs LLP and Delaware law firm of Richards, Layton
& Finger, filed a Complaint in the United States District Court for the District
of Delaware naming as defendants PT Jaring Data Interaktif, Peter F. Gontha,
Francois Gontha, Dewi Allice Lydia Gontha, Adisatrya Suryo Sulisto, Ahmad Sidik
Mauladi ("Dicky") Iskandar Di Nata, Alanberg PTE. Ltd., Marlon Buno, Lincoln
Stone, and Bosko Djordjevic. The Complaint alleges the following causes of
action: 1) Securities Fraud in Violation Rule 10b-5 and Section 10(b) of the
Securities and Exchange Act of 1934; 2) Fraudulent Misrepresentations or
alternatively Negligent Misrepresentations; 3) Fraudulent Inducement and
Concealment; 4) Conversion; 5) Civil Conspiracy to Commit Fraud; 6) Breach of
Fiduciary Duty; 7) Breach of Contract; 8) Impossibility and Impracticability of
Performance and Frustration of Purpose; 9) Declaratory Judgment; 10) Relief
Under Subchapter VII, Section 225 of the Delaware General Corporate Law; and 11)
Conversion.

         On November 21, 2000, the Company sought a Temporary Restraining Order
restraining the Defendants in the Delaware action from attempting to exercise
management and control over the Company. The court granted a Temporary
Restraining Order maintaining the status quo finding that the Board of Directors
in the interim consisted of Michael Schaffer, Waddy Stephenson, Bosko
Djordjevic, and Raj Singham.

         On April 24, 2001, all disputes set forth in the Zilkha and Delaware
litigation complaints were settled. For a description of the terms and
conditions of the settlement see "Zilkha and Delaware litigation settlement"
below.


<PAGE>

    (c) Zilkha and Delaware Litigation Settlement
        -----------------------------------------

         On April 24, 2001, all parties in the civil actions styled SELIM K.
ZILKHA TRUST AND SELIM K. ZILKHA AS TRUSTEE OF THE SELIM K. ZILKHA TRUST V. ASIA
WEB HOLDINGS, INC. (F/K/A ACUBID.COM, INC. ("the Company"), Case No.
00-CV-2025-J (NLS) and ASIA WEB HOLDINGS, INC., ET AL V. P T JARING DATA
INTERAKTIF ("JDI"), et al., Case No. 00-949, pending in the United States
District Courts for the Southern District of California and for the District of
Delaware, respectively, agreed to settle amicably all of their disputes,
mutually release each other for all causes asserted or unasserted (including the
UNCITRAL arbitration proceedings threatened by Alanberg Pte, Ltd. against the
Company), and to dismiss both cases with prejudice.

Pursuant to the comprehensive settlement, the parties agreed, INTER ALIA that:

         o    The JDI Stock Purchase Agreement of March 24, 2000 was terminated.

         o    Pursuant to such termination, Alanberg Pte. Ltd. ("Alanberg"), a
              Singapore corporation, agreed to return to the Company 41,400,000
              shares of the Company's common stock; Kingslake Holding Ptd.,
              Ltd., a Singapore corporation, returned to the Company 2,600,000
              shares of the Company's common stock and the Company returned to
              Alanberg 1,800,000 shares of JDI common stock.

         o    Alanberg withdrew with prejudice its demand for arbitration
              against the Company and related parties.

         o    The transaction between the Company and the Zilkha Trust dated
              June 23, 2000, was rescinded and terminated. The Zilkha Trust
              returned to the Company 1,000,000 shares of the Company's Series B
              Preferred Stock and all warrants it had received; the Company
              returned to the Zilkha Trust $8 million of its original investment
              in the Company, along with one half of the interest on such
              investment (none of which had been spent by the Company); and the
              Company retained $2 million plus the remaining one half of the
              interest on the Zilkha Trust's $10-million investment.

         o    The June 23, 2000 agreement between the Zilkha Trust and Peter F.
              Gontha, involving the transfer of certain stock in PT Datakom
              Asia, an Indonesian corporation, was terminated.

         o    All claims involving alleged impropriety, misrepresentation,
              misconduct or dishonesty by Peter F. Gontha, Dawn Allice Lydia
              Gontha, Francois Gontha, and Adisatnya Suryo Salisto in the
              transactions leading to the JDI Stock Purchase Agreement and the
              Datakom Agreement have been withdrawn and dismissed with
              prejudice.

         In entering the settlement, all of the parties withdrew all claims and
allegations that they asserted against each other in their disputes without
admission of liability or wrongdoing by any party. All parties acknowledge that
language and cultural differences may have led to misunderstandings and, had
this matter been fully litigated, that all parties may have concluded that no
fraud on the part of any of the parties existed. Based on the information
exchanged during the pre- settlement discussions, each party concluded that the
settlement is in its own best interests in light of, INTER ALIA, changes in
business conditions since the transactions were first entered, developments in
their own strategic business plans, and the expense and uncertain outcome of
continued litigation.

     (d) The Kurt Bevacqua Litigation
         ----------------------------

         A Complaint was filed in the Superior Court of California, County of
San Diego (Central Division) by Plaintiff Kurt Bevacqua against the Company
initially on March 6, 2000 for Breach of Contract; Breach of Oral Contract;
Services Performed for a Certain Sum; Unjust Enrichment; Specific Performance of
Contract; and Breach of Fiduciary Duty. The Complaint was amended on October 18,
2000 to add as Defendants, Michael Schaffer, Lawrence Schaffer, and Waddy
Stephenson as to the Cause of Action for Breach of Fiduciary Duty. The Amended
Complaint was answered on November 17, 2000. Subsequent to answering the Amended
Complaint, a motion was made by the three new defendants and joined by the
Company to continue the trial. The trial had been reset from March 2, 2001 to
June 1, 2001.

<PAGE>

         The gravamen of Plaintiff's claim was that the Company and the three
named director defendants breached an agreement reached on or about May 29,
1999, wherein Plaintiff, a former major league baseball player, entered into an
agreement to serve on the Company's advisory board, and would further persuade
other well-known professional athletes to join the advisory board. Plaintiff
alleged that in return that he was promised 50,000 shares of the Company's
common stock and the option to purchase 200,000 shares of the Company's common
stock at $0.45 per share. Plaintiff alleged that he performed under the terms of
the Agreement, and without justification his contract was canceled, losing his
rights to the 50,000 shares of stock and the option to purchase 200,000 shares
of the Company's stock. Further, Plaintiff alleged that he was damaged by the
cancellation of an engagement to do some fifty-two radio appearances on a local
San Diego radio program at $250.00 per program, of which he only completed two
such programs before the Company terminated their contractual relationship with
Plaintiff.

         On July 30, 2001 the Company entered into an agreement in principle to
settle the litigation commenced by Kurt Bevacqua, former chairman of the
Company's advisory board. Pursuant to the settlement, Bevacqua received $500,000
plus forgiveness of indebtedness in the amount of $20,000 and sports memorabilia
with an estimated fair market value of $60,000.

         The Company's corporate counsel had maintained throughout the
litigation that the maximum exposure to the company was $100,000. When the trial
of the matter commenced on July 26, 2001, the company faced some serious adverse
rulings from the court which the Company believes would not have occurred if it
had been adequately represented. Although management disagreed with the rulings
it concluded, that, in light of these rulings, it was in the best interest of
the Company to settle the matter.

         Subsequently, the Company has retained counsel to review the legal
billings and adequacy of its representation in the Bevacqua matter.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.
<PAGE>

Part II

Item 5.   Market for Common Equity and Related Stockholder Matters

         The Company's Common Stock has been publicly traded in the
over-the-counter market and quoted on the Nasdaq electronic OTC Bulletin Board
since March, 1999 under the trading symbol, "EBID" until June 1, 2000 and under
the symbol "AWHI" since that date. Prior to that, the Company's stock traded on
the Vancouver Stock Exchange since February, 1985 and since August 26, 1997, the
Company's stock has traded in the over-the-counter market and quoted on the OTC
Bulletin Board under the symbol IACV. The OTC Bulletin Board is an electronic
quotation service that displays real-time quotes, last sale prices and volume
information in certain domestic and foreign issuers whose securities are traded
in the over-the-counter market.

         No dividends on the Company's Common stock have been declared or paid
since the Company's inception. The Company currently intends to retain earnings
to finance the growth and development of its business and does not anticipate
paying cash dividends on its Common Stock in the foreseeable future. As of
August 31, 2001 there were approximately 415 holders of record of the Company's
Common Stock.

        The following states the range of high and low bid prices for each
quarter of the last two fiscal years:

Quarter Ending (1)                          High                       Low
-----------------                           -------                    -------
November 30, 1999                           $2.8125                    $0.5938
February 28, 2000                           $3.50                      $0.75
May 31, 2000                                $5.0938                    $1.375
August 31, 2000                             $2.50                      $0.3125
November 30, 2000                           $0.40625                   $0.15625
February 28, 2001                           $0.21875                   $0.0625
May 31, 2001                                $0.31                      $0.12
August 31, 2001                             $0.40                      $0.09

-----------------

(1) The High/Low bid prices for each quarter of the last two fiscal years was
obtained from Nasdaq Trading and Market Services. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.

         There have been no sales of equity securities of Registrant sold by
Registrant (that were not registered under the Securities Act of 1933) during
the period covered by this report, except those previously reported on Form
10-QSB.

Item 6.  Management's Discussion and Analysis or Plan of Operation

Overview

         The following "Management's Discussion and Analysis or Plan of
Operation" includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. This Act provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact we
make in this report are forward-looking. In particular, any statements that we
make in this report regarding industry prospects or the Companies future results
of operations or financial position are forward looking statements.
Forward-looking statements reflect our current expectations and are inherently
uncertain. The Company's actual results may differ significantly from the
Company's expectations.

         As of the date of this report, the Company is assessing various
business models to determine an appropriate course of direction. Several
Internet related as well as non-Internet related possibilities are being
reviewed but an appropriate course of action for the Company has yet to be
determined at this time.
<PAGE>

         To limit the impact of operating costs on the Company during the
current transition, the following measures have been taken during the fiscal
year ended August 31, 2001:

         o    The Company's office space was reduced from 3,081 square feet to
              1,502 square feet, thus cutting the cost of its office space in
              half.

         o    All executive officers agreed to cancel their long-term employment
              agreements. In addition, executive salaries were reduced for two
              senior executives and converted to an as needed basis for the
              Chief Technology Officer.

         o    A portion of the Company's cash has been reinvested into
              short-term equity investments in an attempt to enhance overall
              returns on investments.

         The Company believes these measures will help to preserve its capital
reserves that will be needed once an appropriate business direction has been
determined.

YEAR ENDED AUGUST 31, 2001 ("2001") AS COMPARED TO THE YEAR ENDED AUGUST 31,
2001 ("2000")

RESULTS OF OPERATIONS

Revenues:
--------

         Revenues from the Company's online auction house and sales of inventory
were $47,455 for the fiscal year ended August 31, 2001 as compared to $36,122
during the previous fiscal year. (See Item 1, Business, Current Business for the
current status of the auction site.)


Operating Costs and Expenses:
----------------------------

         Operating costs and expenses, excluding litigation costs, amounted to
$1,456,274 during the year ended August 31, 2001 as compared to $1,847,353
during the previous fiscal year, which represents a decrease of $391,081 or 21%.
However, excluding charges related to stock based compensation of $34,600 in
2001 and $394,086 in 2000, selling, general and administrative costs decreased
by $31,595. Professional fees increased by approximately $84,000 as a result of
additional work related to the Company's acquisition, and subsequent divestiture
of JDI. Legal fees (excluding legal fees of approximately $400,000 related to
the JDI matter) increased by approximately $538,000 as a result of the disputes
and settlements related to the investment by the Zilkha Trust in the Company's
preferred shares, the subsequent unwinding of that transaction, and the
Company's litigation with Kurt Bevacqua. These increases in costs were partially
offset by salary reductions and decreases in related costs aggregating
approximately $650,000.


Litigation Settlement:
----------------------

         The Company recorded charges of approximately $500,000 and $100,000
related to the Bevacqua litigation during fiscal 2001 and 2000, respectively.

         See Item 3 for a discussion of legal proceedings.

<PAGE>

Dividend and Interest Income:
----------------------------

         Dividend and interest income was approximately $418,000 for 2001, as
compared to $209,000 during the previous fiscal year as the Company invested the
proceeds from the sale of preferred stock ($10,000,000) the Company's Series B
for approximately eight months in fiscal 2001. In connection with the
settlements in the Zilkha, Delaware and Bevacqua matters (See Item 3 of this
report), the Company utilized approximately $9,553,000 in cash including legal
fees, as well as payments to opposing litigants to settle the matters.
Accordingly, management expects that for the future periods, dividend and
interest income will be significantly less than that reported for fiscal year
2001.

Investment Income:
-----------------

         During 2001 management chose to invest a portion of the Company's cash
in the equity securities companies traded on a U.S. National Exchange or in the
Over The Counter market. The Company's strategy is to maximize investment
returns by buying and selling principally equity securities. The Company's open
positions are stated at fair value as of the date of the financial statements,
and any gains or losses, both realized and unrealized, are included in the
determination of net income or loss for the reporting period. Fair value is
determined by reference to quoted market prices.

Discontinued Operations:
-----------------------

         During 2001, the Company ended the litigation with JDI, settling all
disputes. In that regard, and in addition to other terms and conditions, JDI and
its related entities agreed to return their 44,000,000 shares of the Company's
common stock to the Company, and the Company returned to JDI its 1,800,000
shares of JDI common stock. During the year ended August 31, 2000, the Company
wrote off its advances to JDI, and all expenses related to its investment in
JDI. Such items totaled approximately $900,000. These items, together with legal
fees associated with the JDI transaction (approximately $468,000) were charged
to discontinued operations in fiscal 2000. During the year ended August 31,
2001, the Company incurred additional legal fees of $400,000 related to this
matter which has been charged to discontinued operations in 2001. As of August
31, 2001, these matters have been settled.

Liquidity and Capital Resources:
-------------------------------

         The table below summarizes the Company's use of cash for operating
activities:


                                                        Year Ended August 31
                                                  ------------------------------
                                                       2001              2000
                                                  -------------    -------------

         Continuing operations                    $    720,795     $  1,273,978

         Discontinued operations                       400,000        1,367,841
                                                  -------------    -------------

                   TOTAL:                         $  1,120,795     $  2,641,819
                                                  =============    =============

         Continuing Operations
         ---------------------

         The Company used cash of $720,795 for continuing operations in 2001, as
compared to a use of cash of $1,273,978 in 2000. Reductions in inventory and
increases in accounts payable and accrued expenses increased the Company's cash
flow in 2001 while increases in prepaid expenses and decreases in due to related
parties used a portion of the Company's cash in the current year. In fiscal
2000, decreases in inventory and prepaid expenses, as well as increases in
accounts payable and accruals increased cash flow.
<PAGE>

         The Company liquidated its investments in high yield mutual funds of
approximately $1,132,000 and increased its investments in listed equity
securities by approximately $870,000 in fiscal 2001.

         Discontinued operations used cash of $400,000 in fiscal 2001 as
compared to $1,367,841 in fiscal 2000. Cash used in fiscal 2001 in connection
with these matters was expended on legal services. In fiscal 2001, all matters
between the Company and JDI were settled, and the Company expects no significant
future expenditures related to these matters. (See Item 3 for a discussion of
these matters and their settlement in fiscal 2001)

         Cash and marketable securities on hand at August 31, 2001 were
approximately $1,510,000, as compared to approximately $11,470,000 at August 31,
2000. The decline in cash and marketable securities of approximately $9,960,000
resulted from operations ($1,731,005) and the repurchase of 1,000,000 shares of
Series B preferred stock from the Zilkha Trust for $8,236,115. (See Item 3,
Legal Proceedings, for an additional discussion of the settlement with the
Zilkha Trust.

         Based on the Company's current monthly cash requirements, management
believes that the Company's cash and marketable securities on hand at August 31,
2001 will be sufficient to fund all operating activities for at least one year
from August 31, 2001.

Item 7.  Financial Statements

         Balance Sheets as of August 31, 2001 and 2000 and Statements of
Operations, Shareholders' Equity, and Cash Flows for the two years then ended
and Independent Auditors' Report are included herewith.  See pages F-1 through
F-19.

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure

         Within the two most recent fiscal years, there have been no changes in
or disagreements with Accountants on Accounting and Financial Disclosure.


<PAGE>
                                    Part III

Item 9. Directors and Executive Officers of the Registrant.

         The following table sets forth the names of the directors and Named
Executive Officers (as defined herein) as well as their ages, the year in which
each director became a director of the Company and the year in which their terms
as director of the Company expire. There are no significant employees who are
not officers or directors.

Name and Position                          Age     Director Since   Term Expires
-------------------                        ---     --------------   ------------

Michael A. Schaffer (1) (2)                59      1994             2002
Chief Executive Officer and Director

Lawrence C. Schaffer (1) (2)               33      1994             2002
Director and President

Waddy Stephenson (1)                       41      1999             2002
Vice President of Technical
Development and Director

-------------------

(1) Michael A. Schaffer, Waddy Stephenson, and Lawrence Schaffer were officers
and directors prior to the Company's annual meeting on May 22, 2000. After the
annual meeting, Michael Schaffer and Waddy Stephenson remained as directors.
With the Jaring Data Interaktif transaction being void as of April 23, 2001, the
Board of Directors reverted to its prior membership of Michael A. Schaffer,
Waddy Stephenson, and Lawrence Schaffer, who will remain directors until the
next annual meeting.

(2) Michael Schaffer and Lawrence Schaffer are father and son, respectively.

BIOGRAPHIES OF DIRECTORS, AND EXECUTIVE OFFICERS

         MICHAEL A. SCHAFFER, 59, Chairman of the Board and Chief Executive
Officer. Mr. Schaffer joined the Company in April 1994 (when it was known as
International AcuVision Systems, Inc.) as its Chief Executive Officer and a
Director. Since April 1999, Mr. Schaffer has devoted most of his time to the
Company's business. Mr. Schaffer was one of the founders of WebGalaxy, Inc. a
publicly traded Internet Service Provider based in Silver Spring, Maryland, and
was an Officer and Director of WebGalaxy, Inc. from October 1997 to March, 1999.
In April 2000, Mr. Schaffer was again elected to the Board of Directors of
WebGalaxy, Inc., and will hold that position until the Company's next annual
meeting. Since 1988, Mr. Schaffer has served as a Director and Officer of
Consolidated Golden Quail Resources, Ltd., a mining company that has developed
proven gold reserves on mining claims in the East Mojave Desert. Since 1975, Mr.
Schaffer has also been a private investor. In addition, since 1970, Mr. Schaffer
has had a high degree of involvement with collectibles, such as rare stamps,
American art and sports memorabilia. Mr. Schaffer received a Bachelor of Arts
degree from Hunter College and a Juris Doctorate from Brooklyn Law School. Mr.
Schaffer was admitted to the practice of law in the state of New York in 1967
and practiced law through 1972.

         LAWRENCE C. SCHAFFER, 33, Director and President. Mr. Schaffer has
served as President and Director of the Company since June 1994 (when it was
known as International AcuVision Systems, Inc.). Mr. Schaffer was a Director
until the time of the Company's May 22, 2000 annual meeting. When the
acquisition of PT. Jaring Data Interaktif was voided, Mr. Schaffer reverted to
being a Director until the next annual meeting. Since July 1999, Mr. Schaffer
has devoted the majority of his time and effort to the Company's business. From
March 1997 to July 1999, Mr. Schaffer devoted the majority of his time to his
position as an Officer and Director of WebGalaxy, Inc., a publicly traded
Internet service provider of which Mr. Schaffer was a founding member. Mr.
Schaffer resigned from the Board of Directors of WebGalaxy, Inc. in December
1999 and as an Officer in July 1999. In April 2000, Mr. Schaffer was again
elected to the Board of Directors of WebGalaxy, Inc., and will hold that
position until that Company's next annual meeting. In addition, Mr. Schaffer has
five years of experience in administration and marketing for several small cap
public companies. Mr. Schaffer received a Bachelor of Arts Degree from the
University of Arizona in 1991.

<PAGE>

         WADDY STEPHENSON, 41, Director and Vice President of Technical
Development. Mr. Stephenson joined Acubid.com as a Director in March, 1999.
Since May, 1999, Mr. Stephenson has been Acubid.com's Vice President of
Technical Development, overseeing all of the technical acquisitions and
development of the Company. Mr. Stephenson has fifteen years of experience
working on client/server based applications. Since 1986, Mr. Stephenson has
worked on Internet based applications for both commercial and government
agencies, including DirecTV, IfusionCom, and the United States Marine Corps. Mr.
Stephenson is also the majority shareholder of Software Initiatives, a
software-consulting firm and continues to provide consulting to other companies
through Software Initiative. Mr. Stephenson received a Bachelors Degree in
Computer Science and Mathematics from the University of North Florida in 1985.


Item 10. Executive Compensation

                  The following Summary Compensation Table indicates the cash
compensation, as well as other compensation, paid or accrued, for the period
September 1, 2000 through August 31, 2001 to the Officers and Directors of the
Company. Other than as set forth herein, no executive officer's salary and bonus
exceeded $100,000 in the applicable period. The following information includes
the dollar value of base salaries bonus awards, the number of stock options
granted and certain other compensation, if any, whether paid or deferred.

<TABLE>
<CAPTION>
                                                                     Long Term Compensation
                                                       -------------------------------------------------
                        Annual Compensation                      Awards                    Payouts
               -----------------------------------     -------------------------    --------------------
(a)            (b)     (c)         (d)     (e)         (f)           (g)            (h)        (i)
                                           Other                     Securities
Name                                       Annual      Restricted      Under-                  All Other
and                                        Compen-       Stock          lying         LTIP      Compen-
Principal              Salary     Bonus    sation       Award(s)      Options/        Payouts    sation
Position       Year      ($)       ($)       ($)          ($)          SARs(#)         ($)        ($)
------------   ----    -------    -----    -------     ----------    -----------    --------   ---------
<S>            <C>     <C>          <C>      <C>          <C>          <C>             <C>        <C>
Michael        2001    100,000     -0-       (1)         -0-           100,000        -0-        -0-
Schaffer
----------
CEO
Director

Lawrence       2001    $55,000     -0-      (1)          -0-           100,000        -0-        -0-
Schaffer
-- --------
President
Director


Waddy          2001    $39,274     -0-      (1)          -0-           100,000        -0-        -0-
Stephenson
----------
VP Technical
Director

------------
</TABLE>

(1) No amounts are shown in the table with respect to any other perquisites paid
to any named officer because the aggregate amount of such perquisites (e.g. auto
allowance) did not exceed the lesser of (i) $50,000 or (ii) 10% of the total
annual salary and bonus of any named officer.
<PAGE>

<TABLE>
<CAPTION>
STOCK OPTIONS

                 Option/SAR Grants in the Period 9/1/00 through   8/31/01
 ------------------------------------------------------------------------------------------------
(a)                (b)                       (c)                    (d)                (e)
                  Number of                 % of Total
                  Securities                Options/SARs
                  Underlying                Granted to              Exercise or
                  Options/SARs              Employees in            Base             Expiration
Name              Granted (#)               Fiscal Year(4)          Price ($/Sh)     Date
-------------------------------------------------------------------------------------------------
<S>               <C>                       <C>                     <C>              <C>
Michael
Schaffer          100,000                   25%                     $0.45            6/1/2006

Lawrence
Schaffer          100,000                   25%                     $0.45            6/1/2006

Waddy
Stephenson        100,000                   25%                     $0.45            6/1/2006
</TABLE>

-----------
<TABLE>
             Aggregated Option/SAR Exercises in the Last Fiscal Year
                      and Fiscal Year End Option/SAR Values
<CAPTION>

       (a)             (b)                     (c)                   (d)              (e)
                                                                  Number of
                                                                  Securities       Value of
                                                                  Underlying       Unexercised
                                                                  Unexercised      In-The-Money
                                                                  Options/SARs     Options/SARs
                                                                  at FY End (#)    at FY End ($)
              Shares Acquired                                     Exercisable/     Exercisable/
Name           on Exercise (#)         Value Realized ($)         Unexercisable    Unexercisable
-----------------------------------------------------------------------------------------------
<S>                <C>                       <C>                   <C>             <C>
Michael
Schaffer          -0-                       -0-                    100,000/0       $0/0

Lawrence
Schaffer (1)      -0-                       -0-                    100,000/0       $0/0

Waddy
Stephenson (1)    -0-                       -0-                    100,000/0       $0/0
</TABLE>

        The value of unexercised in-the-money options is based upon a fair
market value of the stock on August 31, 2001 of $0.12, the closing price in the
OTC market on that date.

Employment Agreements
---------------------

         On June 1st, 2000, the Company had entered into employment agreements
with Michael Schaffer, Lawrence Schaffer, and Waddy Stephenson. These agreements
were made as a part of the Jaring Data Interaktif transaction. Because this
transaction was declared void, the Company and its officers mutually agreed to
cancel those agreements. In exchange, the Company agreed to award options to
purchase 100,000 shares at a price of $0.45 to Michael Schaffer, Lawrence
Schaffer, and Waddy Stephenson for a period of five years. Waddy Stephenson and
Lawrence Schaffer had been previously awarded options to purchase 100,000 shares
at a price of $0.45 per share that had expired on March 1, 2001.

<PAGE>

Compensation of Directors
-------------------------

         Officers of the Company receive no additional compensation for their
services as directors. Directors of the Company currently receive no cash
compensation for their attendance at Board meetings except reimbursement for
travel expenses. Although no other compensation is currently contemplated for
directors of the Company, the Board reserves the right to change its policy as
to compensation of directors from time to time based upon the financial
condition of the Company, future performance and other relevant factors.


Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth, as of November 19, 2001 (except as
otherwise indicated by footnote), certain information with respect to the number
of shares of Common Stock of the Company beneficially owned by (i) each officer
and director of the Company; (ii) each person known to beneficially own more
than 5% of the Company's Common Stock; and, (iii) all executive officers and
directors as a group. This table only reflects persons who would be officers and
directors and 5% shareholders based on the assumption that the JDI acquisition
is void.

       Name or Group (2)                                Common Stock (1)
--------------------------------            ------------------------------------
                                              Number of Shares        % of Class
                                            -------------------       ----------

         Michael Schaffer                        470,500 (3)              5.32%
         Waddy Stephenson                        173,300 (3)              1.96%
         Lawrence Schaffer                       354,350 (3)              4.01%

Officers and Directors
as a Group (Consisting of three persons)         998,150                 11.05%


         Canadian Commercial Workers
            Industry Pension Plan              1,540,750 (4)             16.46%
         125 Queens Plate Drive, Suite 220
           Etobicoke, Ontario M9W 6V1

---------

(1) Based on a total of 8,735,408 shares outstanding as of November 26, 2001 and
includes Common Stock beneficially owned plus, where applicable, Common Stock
issuable upon exercise of outstanding stock options, warrants, and/or
convertible notes held only by the person or group indicated that are fully
exercisable or exercisable within 60 days after November 26, 2001.

(2) The persons named in the table have sole voting and investment power with
respect to all shares shown to be beneficially owned by them, subject to
community property laws, where applicable, and the information contained in the
footnotes to this table. Unless otherwise indicated, the business address for
persons listed in the table is 1947 Camino Vida Roble, Suite 102, Carlsbad,
California 92008.

(3) As to Michael Schaffer, Lawrence Schaffer and Waddy Stephenson, this
includes 100,000 shares of Common Stock issuable upon exercise of stock options
exercisable at $0.45 per share.


(4) This includes warrants to purchase 625,000 shares of Common Stock at $3.00
per share.


Item 12. Certain Relationships And Related Transactions

         No relationship or related transactions exist of the type required to
be reported under this Item 12.

<PAGE>

Item 13. Exhibits and Reports on Form 8-K

     (a)  Exhibits

Exhibit           Description
-------           -----------

2.1               Stock Purchase Agreement Executed March 13, 2000
                  (Filed with Form 8-K on March 29, 2000)

2.2               Amended and Restated Stock Purchase Agreement Executed
                  March 24, 2000 (Filed with Form 8-K on March 29, 2000 and
                  Registrant's Definitive Proxy filed on May 3, 2000)

2.3               Amendment No. 1 to the Amended and Restated Stock
                  Purchase Agreement Executed June 20, 2000
                  (Filed with Form 8-K on July 5, 2000)

3(i)              Restated Certificate of Incorporation of Acubid.com,
                  Inc. (Filed with Registrant's Definitive Proxy on May
                  3, 2000.)

3(ii)             Bylaws (Delaware)

4.1               Certificate of Designations of the Series B Preferred Stock
                  Filed June 20, 2000 (Filed with Form 8-K on July 5, 2000)

4.2               Warrant 1 Dated June 20, 2000 granted Selim Zilkha Trust
                  (Filed with Form 8-K on July 5, 2000)

4.3               Warrant 2 Dated June 20, 2000 granted Selim Zilkha Trust
                  (Filed with Form 8-K on July 5, 2000)

4.4               Warrant to Purchase Shares of Common Stock of AcuBid.com, Inc.
                  Exercisable Six Months from the Date of Grant and Expiring
                  Five Years from the Date of the Grant in connection with 1999
                  Rule 506 Private Placement

10.1              Employment Agreement with Michael Schaffer dated
                  June1, 2000 (Filed with Form 8-K on July 5, 2000)

10.2              Stock Option Agreement with Michael Schaffer dated June1, 2000
                  (Filed with Form 8-K on July 5, 2000)

10.3              Employment Agreement with Waddy Stephenson dated
                  June1, 2000 (Filed with Form 8-K on July 5, 2000)

10.4              Employment Agreement with Lawrence Schaffer dated June 1, 2000
                  (Filed with Form 8-K on July 5, 2000)

10.5              Director's Compensation Agreement dated June 14, 2000
                  with Terry Giles (Filed with Form 8-K on July 5, 2000)

10.6              Director's Compensation Agreement dated June 14, 2000 with
                  William Millard (Filed with Form 8-K on July 5, 2000)

10.7              Director's Compensation Agreement dated June 28, 2000
                  with Tjahjono Soerjodibroto .(Filed with Form 8-K
                  on July 5, 2000)

10.8              Purchase and Sale Agreement dated June 12, 2000 between
                  Adisatrya Surya Sulisto and Alanberg Pte Ltd, a Singapore
                  Corporation (Filed with Form 8-K on July 5, 2000)

10.9              Registration Rights Agreement dated June 20, 2000 between
                  Registrant and the Selim Zilkha Trust (Filed with Form 8-K
                  on July 5, 2000)

10.10             Stock Purchase Agreement and Promissory Note dated
                  August 4, 2000 by and between Asia Web Holdings, Inc.
                  and Pacomnet, an Indonesian Company. (Filed with Form 8-K
                  on November 16, 2000)
<PAGE>

10.11             Commercial Office Space Lease, dated May 4, 1999
                  (Filed with Form 10-SB on December 15, 1999

10.12             Stock option plan for non-employee directors.
                  (Filed with Registrant's Definitive Proxy on May 3, 2000.)

10.12             Incentive Equity Plan. (Filed with Registrant's Definitive
                  Proxy on May 3, 2000.)

10.13             Form of Preferred Stock and Warrant Purchase Agreement
                  between AcuBid.com and 20 accredited investors in
                  Regulation D, Rule 506 offering in August, 1999 (Filed with
                  Form 10-SB on December 15, 1999

10.14             Proprietary Information Agreement between AcuBid.com and
                  certain employees (Filed with Form 10-SB on December 15, 1999

10.15             Proprietary Information Agreement between AcuBid.com and
                  certain employees. (Filed with Form 10-SB on December 15, 1999

(b)      Reports on Form 8-K

         On June 19, 2001, the Company filed a report on Form 8-K regarding the
settlement of certain lawsuits.


<PAGE>




                             ASIA WEB HOLDINGS, INC.

                              FINANCIAL STATEMENTS
                                       AND
                                AUDITORS' REPORT

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000

<PAGE>





                                    CONTENTS




                                                                        Page
                                                                        ----

AUDITORS' REPORT                                                         F-1

FINANCIAL STATEMENTS

     Balance Sheets                                                      F-2

     Statements of Operations                                            F-3

     Statements of Shareholders' Equity                                  F-4

     Statements of Cash Flows                                          F-5 - F-6

     Notes to Financial Statements                                    F-7 - F-19

<PAGE>





                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders
Asia Web Holdings, Inc.


We have audited the accompanying balance sheets of Asia Web Holdings, Inc. as of
August 31, 2001 and 2000, and the related statements of operations,
shareholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Asia Web Holdings, Inc. as of
August 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.



                                            Israeloff, Trattner & Co. CPAs, P.C.
November 20, 2001
Valley Stream, New York

                                      F-1
<PAGE>
<TABLE>

                                       ASIA WEB HOLDINGS, INC.

                                           BALANCE SHEETS

                                      AUGUST 31, 2001 AND 2000


                                               ASSETS
<CAPTION>

                                                                         2001                2000
                                                                    --------------      --------------
<S>                                                                 <C>                 <C>
CURRENT ASSETS
     Cash and cash equivalents (Note 1)                             $     937,570       $  10,287,631
     Marketable securities (Note 1)                                       920,510           1,182,585
     Prepaid expenses                                                         532                   -
     Due from officers and directors (Note 3)                              46,817              42,452
                                                                    --------------      --------------

              Total current assets                                      1,905,429          11,512,668
                                                                    --------------      --------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation (Notes 1 and 2)                                          63,025             156,117
                                                                    --------------      --------------

OTHER ASSETS
     Investment in closely held company (Note 1)                           30,000             100,000
     Inventory (Note 1)                                                    26,520             142,389
     Other                                                                 48,240               6,978
                                                                    --------------      --------------

              Total other assets                                          104,760             249,367
                                                                    --------------      --------------

              TOTAL ASSETS                                          $   2,073,214       $  11,918,152
                                                                    ==============      ==============


                      LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Due to broker                                                  $     348,135   $               -
     Accounts payable                                                     170,651             146,169
     Accrued liabilities                                                  171,228             140,038
     Due to related parties (Note 3)                                            -              13,290
                                                                    --------------      --------------

              Total current liabilities                                   690,014             299,497
                                                                    --------------      --------------

COMMITMENTS AND CONTINGENCIES (Note 5)

SHAREHOLDERS' EQUITY (Notes 1, 7 and 8)
     Preferred stock, Series B; stated value $10 per
         share; 1,000,000 shares authorized, no shares and
         1,000,000 shares issued in 2001 and 2000,
         respectively (Notes 1 and 7)                                           -          10,000,000
     Common stock; par value of $0.001 per share; 100,000,000
         shares authorized, 8,735,408 and 52,790,408 shares
         issued and outstanding in 2001 and 2000, respectively              8,737              52,792
     Additional paid-in capital                                        15,481,546         101,639,006
     Investment in Indonesian Subsidiary, at cost,
         rescinded in 2001                                                      -         (88,000,000)
     Accumulated deficit                                              (14,107,083)        (12,073,143)
                                                                    --------------      --------------

              Total shareholders' equity                                1,383,200          11,618,655
                                                                    --------------      --------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $   2,073,214       $  11,918,152
                                                                    ==============      ==============

</TABLE>

                           See accompanying notes to financial statements.

                                                F-2
<PAGE>
<TABLE>

                                       ASIA WEB HOLDINGS, INC.

                                      STATEMENTS OF OPERATIONS

                            FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000
<CAPTION>

                                                                          2001              2000
                                                                      ------------      ------------
<S>                                                                   <C>               <C>
Revenues                                                              $    47,455       $    36,122
Cost of revenues                                                          115,868           242,647
                                                                      ------------      ------------

         Gross profit (loss)                                              (68,413)         (206,525)
                                                                      ------------      ------------

Operating Costs and Expenses
     Selling, general and administrative, excluding depreciation
         (including $34,600 and $394,086 in 2001 and 2000
         in the form of common stock issued and stock options
         granted to employees and others for services provided)
         (Note 7)                                                       1,300,031         1,763,852
     Litigation charges (Note 5)                                          500,464           100,000
     Depreciation (Note 2)                                                 86,243            83,503
     Impairment loss (Note 1)                                              70,000                 -
                                                                      ------------      ------------

         Total operating costs and expenses                             1,956,738         1,947,355
                                                                      ------------      ------------

         Loss from Operations                                          (2,025,151)       (2,153,880)
                                                                      ------------      ------------

Other Income (Expense)
     Interest expense                                                           -               878
     Dividend and interest income                                        (418,402)         (208,648)
     Realized and unrealized investment gains (losses)                     24,276           (71,323)
     Other                                                                  2,915               800
                                                                      ------------      ------------

         Total other income (expense)                                     391,211          (278,293)
                                                                      ------------      ------------

         Loss from continuing operations                               (1,633,940)       (1,875,587)

Loss from discontinued operations (Note 1)                               (400,000)       (1,367,841)
                                                                      ------------      ------------

         Net loss                                                      (2,033,940)       (3,243,428)

Distribution to converting preferred shareholders in 2000 in
     the form of common stock (Note 6)                                          -           788,960
                                                                      ------------      ------------

         Net loss applicable to common shareholders                   $(2,033,940)      $(4,032,388)
                                                                      ============      ============

Net loss per common share - basic and diluted (Notes 1 and 9)
     Loss from continuing operations                                  $     (0.19)      $     (0.17)
     Loss from discontinued operations                                      (0.04)            (0.08)
                                                                      ------------      ------------

         Net loss                                                     $     (0.23)      $     (0.25)
                                                                      ============      ============
</TABLE>

                           See accompanying notes to financial statements.

                                                F-3
<PAGE>
<TABLE>

                             ASIA WEB HOLDINGS, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000
<CAPTION>


                                          Series B
                                       Preferred Stock                  Common Stock                Additional
                              -------------------------------   -------------------------------      Paid-In
                                 Shares            Amount           Shares          Amount           Capital
                              --------------   --------------   --------------   --------------   --------------
<S>                               <C>             <C>              <C>                  <C>         <C>
Balance, August 31, 1999                 --    $          --        5,738,151    $       5,739    $   9,300,786

Net loss for the period                  --               --               --               --               --

Settlement of liabilities
  by the issuance of
  common stock                           --               --           57,739               58           60,879

Issuance of shares of
  common stock for services              --               --           75,748               76          224,960

Preferred stock dividends                --               --               --               --          (59,250)

Exchange of Series A
  preferred shares for
  common stock                           --               --        2,893,770            2,894        4,020,356

Issuance of shares of
  Series B preferred stock        1,000,000       10,000,000               --               --               --

Issuance of common stock
  for stock of
  another company                        --               --       44,000,000           44,000       87,956,000

Exercise of stock options                --               --           25,000               25           11,225

Options granted on common
  stock to employees and
  directors for services                 --               --               --               --          124,050
                              --------------   --------------   --------------   --------------   --------------

Balance, August 31, 2000          1,000,000       10,000,000       52,790,408           52,792      101,639,006

Net loss for the period                  --               --               --               --               --

Redemption and cancellation
  of preferred stock             (1,000,000)     (10,000,000)              --               --        1,763,885

Rescission of common stock
  and cancellation
  of merger agreement                    --               --      (44,000,000)         (44,000)     (87,956,000)

Issuance of common stock
  and options as
  compensation                           --               --           20,000               20           34,580

Redemption and cancellation
  of common stock                        --               --          (75,000)             (75)              75
                              --------------   --------------   --------------   --------------   --------------

Balance, August 31, 2001                 --    $          --        8,735,408    $       8,737    $  15,481,546
                              ==============   ==============   ==============   ==============   ==============

</TABLE>
table continued below:
<TABLE>
<CAPTION>


                                 Investment In
                                   Indonesian
                                   Subsidiary
                                   Subject to        Accumulated
                                    Recision          Deficit           Total
                                 --------------   --------------   --------------

<S>                              <C>              <C>              <C>
Balance, August 31, 1999         $          --    $  (8,829,715)   $     476,810

Net loss for the period                     --       (3,243,428)      (3,243,428)

Settlement of liabilities
  by the issuance of
  common stock                              --               --           60,937

Issuance of shares of
  common stock for services                 --               --          225,036

Preferred stock dividends                   --               --          (59,250)

Exchange of Series A
  preferred shares for
  common stock                              --               --        4,023,250

Issuance of shares of
  Series B preferred stock                  --               --       10,000,000

Issuance of common stock
  for stock of
  another company                  (88,000,000)              --               --

Exercise of stock options                   --               --           11,250

Options granted on common
  stock to employees and
  directors for services                    --               --          124,050
                                 --------------   --------------   --------------

Balance, August 31, 2000           (88,000,000)     (12,073,143)      11,618,655

Net loss for the period                     --       (2,033,940)      (2,033,940)

Redemption and cancellation
  of preferred stock                        --               --       (8,236,115)

Rescission of common stock
  and cancellation
  of merger agreement               88,000,000               --               --

Issuance of common stock
  and options as
  compensation                              --               --           34,600

Redemption and cancellation
  of common stock                           --               --               --
                                 --------------   --------------   --------------

Balance, August 31, 2001         $          --    $ (14,107,083)   $   1,383,200
                                 ==============   ==============   ==============




                 See accompanying notes to financial statements.

                                      F-4

</TABLE>

<PAGE>
<TABLE>
                             ASIA WEB HOLDINGS, INC.

                            STATEMENTS OF CASH FLOWS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000
<CAPTION>
                                                                         2001            2000
                                                                     -------------   -------------
<S>                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                        $ (2,033,940)   $ (4,032,388)
                                                                     -------------   -------------
     Adjustments to reconcile net loss to net cash
         provided (used) by operating activities:
              Loss from discontinued operations                           400,000       1,367,841
              Depreciation                                                 86,243          83,503
              Impairment loss                                              70,000               -
              Common shares issued as an incentive to
                  preferred shareholders                                        -         788,960
              Shares issued and released from escrow
                  for compensation                                         34,600         225,036
              Options granted as compensation                                   -         124,050
              Changes in assets and liabilities:
                  Purchases of trading securities                        (522,515)     (1,182,585)
                  Proceeds from sale of trading securities              1,132,725               -
                  Inventory                                               115,869          46,564
                  Prepaid expenses and other                              (41,794)         67,764
                  Accounts payable                                         24,482          24,568
                  Accrued liabilities                                      31,190         126,013
                  Due to related parties                                  (13,290)              -
                  Other payable                                                 -         (53,437)
                  Due from officers and directors                          (4,365)        (42,452)
                                                                     -------------   -------------

                  Total adjustments                                     1,313,145       1,575,825
                                                                     -------------   -------------

                  Cash used by continuing operations                     (720,795)     (2,456,563)

                  Cash used by discontinued operations                   (400,000)     (1,367,841)
                                                                     -------------   -------------

                  Net cash used by operating activities                (1,120,795)     (3,824,404)
                                                                     -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Sale of (payments for) property and equipment                          6,849         (43,134)
     Payment for investment in closely held company                             -        (100,000)
                                                                     -------------   -------------

                  Net cash provided (used) by investing activities          6,849        (143,134)
                                                                     -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from exercise of options                                          -          11,250
     Redemption of preferred stock                                     (8,236,115)              -
     Proceeds from issuance of Series A redeemable
         preferred stock in a private placement                                 -         150,000
     Proceeds from issuance of Series B preferred stock
         in a private placement                                                 -      10,000,000
                                                                     -------------   -------------

                  Net cash provided (used) by financing activities     (8,236,115)     10,161,250
                                                                     -------------   -------------

NET INCREASE (DECREASE) IN CASH AND CASH
     EQUIVALENTS                                                       (9,350,061)      6,193,712

CASH AND CASH EQUIVALENTS - beginning                                  10,287,631       4,093,919
                                                                     -------------   -------------

CASH AND CASH EQUIVALENTS - end                                      $    937,570    $ 10,287,631
                                                                     =============   =============

                 See accompanying notes to financial statements.

</TABLE>
                                      F-5
<PAGE>


                             ASIA WEB HOLDINGS, INC.

                            STATEMENTS OF CASH FLOWS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000



                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION




                                                        2001           2000
                                                   -------------  -------------
Cash paid during the year for:

     Interest                                      $        425   $        878




      SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES



                                                       2001            2000
                                                   -------------  -------------

Common stock issued for settlement of debt         $          -   $     60,937
                                                   =============  =============

Common stock issued in exchange for Series A
     preferred stock and accrued dividends         $          -   $  4,023,250
                                                   =============  =============

Common stock issued in exchange for stock
     of Indonesian subsidiary                      $          -   $ 88,000,000
                                                   =============  =============


Rescission of agreement to merge with Jaring Data Interaktif ("JDI")

     Common stock                                  $     44,000   $          -

     Paid-in capital                                 87,956,000              -

     Investment in JDI                              (88,000,000)             -
                                                   -------------  -------------

                                                   $          -   $          -
                                                   =============  =============

                 See accompanying notes to financial statements.

                                      F-6
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       DESCRIPTION OF COMPANY'S BUSINESS

       Asia Web Holdings, Inc. (the "Company") was formed in Canada in 1983. It
       was subsequently incorporated under the laws of the state of Delaware in
       September 1993. Through August 31, 1998, the Company was in the business
       of developing, marketing and selling vision training equipment (the
       "AcuVision Product Line"). By fiscal 1998 year end, the Company concluded
       that future sales and business in the vision training market was too
       limited and that the costs of marketing and production too great. As a
       result, during fiscal 1999, management made a determination to
       discontinue the Company's AcuVision Product Line. In addition, during
       fiscal 1999, the Company changed its name from International AcuVision
       Systems, Inc. to Acubid.Com, Inc. and expanded its business objective to
       include the development of a premier web site to facilitate the buying
       and selling of high-end collectibles. The Company accumulated an
       inventory of rare and hard to find items, which it had started to auction
       to the public over its web site. In addition, the Company developed and
       implemented the technological requirements needed to act as a broker to
       provide a venue for sellers and dealers to display their collectibles to
       potential purchasers throughout the world via the Company's web site.

       In an effort to create a stronger and more diversified company with
       access to the Asian Internet market, on March 13, 2000 and as amended on
       March 24, 2000, the Company entered into a stock purchase agreement with
       Adisatrya Surya Sulisto, ("Seller" or "Sulisto"), owner of 90% of the
       issued and outstanding shares of Jaring Data Interaktif, ("JDI"), whereby
       the Company, through a wholly owned subsidiary, Acubid Acquisition Corp.,
       agreed to purchase 90% of JDI's stock in exchange for 44,000,000 shares
       of the Company's stock (approximately 83% of the Company's adjusted
       outstanding shares of common stock). Additionally, the Company entered
       into an arrangement with the Selim K. Zilkha Trust ("Zilkha" or the
       "Trust") wherein the Trust purchased 1,000,000 shares of the Company's
       Series B preferred stock in exchange for a $10,000,000 capital infusion
       through a private placement. The JDI transaction closed on June 20, 2000
       when the market value of the Company's stock was approximately $2 and the
       Zilkha Private Placement closed June 23, 2000. During May 2000, the
       Company's name was changed to Asia Web Holdings, Inc.

       Pursuant to a Sale and Purchase Agreement dated June 15, 2000, between
       Sulisto and Alanberg Pte. Ltd., a Singapore corporation ("Alanberg"),
       Alanberg assumed all of the duties, rights and obligations of Sulisto
       under the Amended and Restated Stock Purchase Agreement. Hereinafter,
       Sulisto, JDI and Alanberg individually and collectively referred to as
       JDI.

       Pursuant to the purchase agreement, JDI made several representations and
       warranties to the Company regarding their financial statements and
       regarding the laws of Indonesia. Between April and August 2000, the
       Company advanced $900,000 to JDI for working capital and other purposes.
       The Company believes that at least $700,000 of the advances was utilized
       personally and not applied to the needs of the JDI. Furthermore, on or
       about July 20, 2000, the government of Indonesia issued a presidential
       decree that had the effect of restricting foreign investment in
       Indonesian multi-media and Internet companies. Although the Internet
       portion of the decree was repealed within two weeks of its announcement,
       by that time the relationship between JDI and the Company had
       deteriorated to the point that continuation of that relationship was
       severely jeopardized.


                                      F-7
<PAGE>


                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       DESCRIPTION OF COMPANY'S BUSINESS (CONTINUED)

       Therefore, the Board of Directors of the Company concluded that the
       transaction was void. Accordingly, the value of the acquired JDI shares
       is included in the shareholders' equity section as an investment subject
       to rescission. On November 13, 2000, the Company filed a complaint in the
       United States District Court in Delaware which alleged that JDI engaged
       in a conspiracy to defraud the Company of approximately 80% of its stock
       ownership and of the loan for the additional $900,000. Among other
       relief, the Company sought a declaration that the transactions governed
       by the purchase agreement were void. On November 21, 2000, the Court
       granted a Temporary Restraining Order maintaining the status quo, finding
       that the Board of Directors in the interim will consist of two Company
       members and two JDI members.

       On October 11, 2000, Selim Zilkha, on behalf of the Selim Zilkha Trust,
       filed a lawsuit against the Company seeking the return of the $10 million
       invested in June 2000. The complaint asserted violations of the state and
       federal securities laws, as well as related causes of action. The Company
       unequivocally denied the allegations.

       Zilkha sought relief through a temporary restraining order and a
       preliminary injunction to freeze $10 million of the Company's assets. On
       October 20, 2000, the U.S. District Court found that Zilkha's motion was
       without merit. The Court, in declining to freeze the $10 million, found
       that Zilkha's investment put him on the same footing as any other
       shareholder and thus had no lien or other legal rights over the Company's
       assets that would entitle him to an injunction.

       On November 3, 2000, the U.S. Court of Appeals granted Zilkha an
       emergency injunction and remanded the matter back to the District Court.
       On November 21, 2000, the District Court granted the preliminary
       injunction.

       On December 1, 2000, the District Court entered an order dismissing
       Zilkha's complaint for failure to state a claim upon which relief can be
       granted. At that time, the District Court did grant Zilkha until December
       18, 2000 to amend the complaint.

       On December 18, 2000, Zilkha filed an amended complaint and on December
       28, 2000, the Company filed its answer and counterclaim against Zilkha
       for breach of contract. Until the case was resolved, $10 million of the
       Company's assets remained frozen. At August 31, 2000, the funds were
       classified at a current asset, as management believed that resolution of
       the issue would occur relatively quickly.

       On April 23, 2001, all disputes set forth in the JDI complaints were
       settled. Additionally, the Company also settled the dispute with Zilkha.
       In both cases, all parties agreed to settle amicably all of their
       disputes, mutually release each other for all causes asserted or
       unasserted and to dismiss both cases with prejudice.

       Pursuant to this comprehensive settlement agreement, the parties agreed
       to rescind the stock purchase agreement entered into on March 24, 2000
       between JDI and the Company. Pursuant to such termination, Alanberg
       returned to the Company 41,400,000 shares of the Company's common stock;
       Kingslake Holding PTE, Ltd., a Singapore corporation to whom Alanberg had
       transferred Asia Web shares, returned to the Company 2,600,000 shares of
       Asia Web common stock; and the Company returned to Alanberg 1,800,000
       shares of JDI common stock.


                                      F-8
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       DESCRIPTION OF COMPANY'S BUSINESS (CONTINUED)

       With respect to the transaction entered into between the Company and the
       Zilkha Trust, the Zilkha Trust returned to the Company its 1,000,000
       shares of Asia Web Series B Preferred Stock and all warrants it had
       received; the Company returned to the Zilkha Trust $8 million of its
       original $10 million investment in the Company together with one-half of
       the interest on such investment through the date of the settlement
       ($236,115); the Company retained $2 million of the original Zilkha
       investment together with the remaining one-half of the interest on the
       entire investment.

       In connection with the settlements, two directors have resigned from the
       Company's Board of Directors. The Company is in the process of conducting
       a search for independent directors to fill the vacancies left by the
       departure of these directors and hopes to announce such replacements in
       the near future.

       As of August 31, 2001, the Company's web site has been taken off-line.
       Management continues to assess various business models, including
       reinstating its on-line auction site, but a future course of action has
       not yet been determined.

       USE OF ESTIMATES

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosure of contingent assets and liabilities at the date of the
       financial statements and the reported amounts of revenues and expenses
       during the reporting period. Actual results could differ from those
       estimates.

       REVENUE RECOGNITION

       Revenues from the sale of items listed on the Company's on-line auction
       site are recognized at the time an item is sold.

       WEB SITE DEVELOPMENT COSTS

       Development costs include expenses incurred by the Company to develop,
       enhance, manage, monitor and operate the Company's web site. Such product
       development costs have been expensed as incurred.

       CASH AND CASH EQUIVALENTS

       Cash and cash equivalents include short-term, highly liquid investments
       with original maturities of three months or less. The Company has no
       requirements for compensating balances. At August 31, 2001, bank balances
       in excess of federally insured limits amounted to approximately $950,000.

       MARKETABLE SECURITIES

       The Company accounts for its marketable securities in accordance with the
       provisions of Statement of Financial Accounting Standards No. 115
       "Accounting for Certain Investments in Debt and Equity Securities" (SFAS
       115). The Company has classified all investment securities as trading
       securities which are measured at fair value in the financial statements
       with unrealized gains and losses included in results of operations.

       At August 31, 2001, approximately $921,000 is held in listed marketable
       equity securities. At August 31, 2000, approximately $1,183,000 was held
       in high yield bond mutual funds. For the year ended August 31, 2001, the
       Company recorded an unrealized loss of $33,000 with respect to its
       marketable securities.


                                      F-9
<PAGE>


                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       INVENTORY

       Inventory, consisting of sports memorabilia and other collectibles is
       stated at the lower of cost (first-in, first-out) or market. The
       Company's management monitors inventory for slow moving items and makes
       necessary valuation adjustments when required. During 2001 and 2000, the
       Company recorded charges to cost of sales of approximately $50,000 and
       $70,000 to reduce inventories to their net realizable value. Due to the
       uncertainty of the Company's continued auction site operations, inventory
       has been classified as a long-term asset.

       PROPERTY AND EQUIPMENT

       Property and equipment are recorded at cost and are depreciated using the
       straight-line method over the expected lives, which range from three to
       five years. Expenditures for normal maintenance and repairs are charged
       to operations. Renewals and betterments that materially extend the life
       of the assets are capitalized.

       INVESTMENT IN CLOSELY HELD COMPANY

       During the fiscal year ended August 31, 2000, the Company purchased
       100,000 shares of $.001 par value preferred stock of a closely held
       company for $100,000. Each share of the preferred stock is convertible
       into two shares of common stock at $.50 a share. In addition, the Company
       has advanced this entity $40,000. The advance is non-interest bearing,
       and has no specific due date.

       During the year ended August 31, 2001, the Company recorded a $70,000
       impairment loss to reduce this investment to its estimated net realizable
       value.

       INCOME TAXES

       The Company accounts for current and deferred income taxes using the
       liability method. Under this method deferred income tax liabilities and
       assets are computed based on the tax liability or benefit in future years
       of the reversal of temporary differences in the recognition of income or
       deduction of expenses between financial and tax reporting. Deferred tax
       assets and/or liabilities are classified as current and noncurrent based
       on the classification of the related asset or liability for financial
       reporting purposes, or based on the expected reversal date for deferred
       taxes that are not related to an asset or liability. Valuation allowances
       are established when necessary to reduce deferred tax assets to the
       amount expected to be realized.

       FINANCIAL INSTRUMENTS

       The Company's financial instruments include cash, related party
       receivables and payables, and trade payables for which carrying amounts
       approximate fair value due to the relatively short maturity of these
       instruments. The carrying value of the Company's marketable securities
       approximates fair value based on quoted market prices.


                                      F-10
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       STOCK-BASED COMPENSATION

       Statement of Financial Accounting Standards No. 123, "Accounting for
       Stock-Based Compensation" (SFAS 123) requires that companies with
       stock-based compensation plans recognize compensation expense based on
       the "fair value" accounting method, or to apply the "intrinsic value"
       method provisions of Accounting Principles Board Opinion No. 25,
       "Accounting for Stock Issued to Employees" (APB 25), and disclose pro
       forma net income assuming the fair value method had been applied.

       The Company has elected to adopt the disclosure-only provisions of SFAS
       123 and, accordingly, computes compensation expense for employees as
       prescribed by APB 25. Under APB 25, compensation cost, if any, is
       measured as the excess of the quoted market price of the Company's stock
       at the date of grant over the amount an employee must pay to acquire the
       stock. For stock options granted to non-employees, expense is measured
       based on the fair value method prescribed by SFAS 123.

       LOSS PER COMMON SHARE

       Basic loss per share is computed by dividing loss available to common
       shareholders by the weighted average number of common shares outstanding
       for the year. Diluted earnings per share reflects the potential dilution
       that could occur if dilutive securities and other contracts to issue
       common stock were exercised or converted into common stock or resulted in
       the issuance of common stock that then shared in the Company's earnings.
       Diluted loss per share does not consider the potentially dilutive
       securities on an "as if converted" basis, as the effect of their
       inclusion would be anti-dilutive. Due to the temporary nature of the JDI
       transaction, the shares subject to rescission (44,000,000) are not
       considered outstanding shares for purposes of these calculations in
       either period presented.

       ADVERTISING COSTS

       Advertising costs are charged to operations as they are incurred.
       Advertising expense was $6,994 and $53,111 for the years ended August 31,
       2001 and 2000, respectively.

2.     PROPERTY AND EQUIPMENT

       Property and equipment consist of the following:
                                                       2001            2000
                                                   -------------  -------------

        Computer equipment and software            $     254,972  $    254,972
        Furniture                                         16,141        22,990
        Office equipment and other                        20,438        20,438
                                                   -------------  -------------
                                                         291,551       298,400
        Less:  Accumulated depreciation                  228,526       142,283
                                                   -------------  -------------

              Net property and equipment           $     63,025   $    156,117
                                                   =============  =============

       Depreciation expense for the years ended August 31, 2001 and 2000 was
       $86,243 and $83,503, respectively.

3.     RELATED PARTY TRANSACTIONS

       The balance due from officers and directors consists of non-interest
       bearing advances.

       The balance due to related parties of $13,290 at August 31, 2000, was
       non-interest bearing and was repaid in 2001.


                                      F-11
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000



4.     INCOME TAXES

       Significant components of the Company's deferred income tax assets and
       liabilities are as follows:

                                                              August 31,
                                                   -----------------------------

                                                        2001            2000
                                                   -------------   -------------
          Deferred income tax assets:

              Net operating loss carryforward         2,545,000    $  2,400,000
              Allowance for doubtful accounts                 -           1,992
              Other                                           -             272
                                                   -------------   -------------

                   Total deferred income tax asset    2,545,000       2,402,264

              Valuation allowance                    (2,545,000)     (2,402,264)
                                                   -------------   -------------

                   Net deferred income tax asset   $          -    $          -
                                                   =============   =============

       Reconciliation of effective tax rate to the U.S. statutory rate is as
       follows:

                                                  For the Years Ended August 31,
                                                  ------------------------------

                                                       2001             2000
                                                   -------------   -------------

              Tax expense at U.S. statutory              (35.0)%         (34.0)%
              Valuation allowance                         35.0            34.0
                                                   -------------   -------------

                   Effective income tax rate               0.0 %           0.0 %
                                                   =============   =============

       The Company has available at August 31, 2001 federal net operating loss
       carryforwards of approximately $7,300,000. The net operating loss
       carryforwards will begin to expire in 2009. The Company's net operating
       loss carryforwards include only those losses which occurred within the
       United States tax jurisdiction. Accordingly, certain tax losses incurred
       in prior years when the Company was not a U.S. taxpayer are not included
       in the amount.

       Utilization of the deferred tax asset is dependent upon the Company
       having taxable profits in the future. A valuation allowance equal to the
       deferred tax asset has been provided since it is more likely than not
       that the net operating loss carryforwards will expire before the Company
       is able to realize the benefit.


                                      F-12
<PAGE>


                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000


5.     COMMITMENTS AND CONTINGENCIES

       Leases

       During 1999, the Company entered into an operating lease for its office
       space expiring May 31, 2002. The lease requires minimum annual rentals
       plus increases based on real estate taxes and operating costs. The
       Company, at its option, may renew the lease for one two-year period.
       Rental expense for the years ended August 31, 2001 and 2000 was $54,973
       and $55,755, respectively.

       Employment Agreements

       In connection with the JDI transaction, on June 1, 2000, the Company
       entered into three employment agreements with officers of the Company.
       The agreements were for a period of five years and included salary
       provisions that aggregate $334,000 per annum. In addition, the officers
       had received options to purchase an aggregate of 600,000 shares of common
       stock for $2.50 per share with vesting periods ranging from upon grant to
       five years. However, as a result of the rescission of the JDI agreement,
       the Company's officers agreed to the cancellation of their employment
       agreements effective June 1, 2001. In addition, on that date, they agreed
       to cancel the option agreements related to the employment contracts and
       replace the option agreements with new agreements granting each of the
       three officers 100,000 options, with a five-year life, immediate vesting
       and a $.45 per share exercise price.

       Litigation

       The Company and three of its directors were named as defendants in a
       lawsuit which had alleged among other things breach of contract, brought
       by a former member of its advisory board. The plaintiff had alleged that
       in return for serving on the Company's advisory board and persuading
       other well-known professional athletes to join the advisory board he was
       promised 50,000 shares of the Company's common stock and the option to
       purchase an additional 200,000 shares at $0.45 per share.

       During fiscal 2000, the Company provided an estimated liability of
       $100,000. During August 2001, the Company entered into a settlement
       agreement with the plaintiff. Under the terms of the agreement, the
       Company paid the plaintiff approximately $580,000 and forgave $20,000 of
       advances previously made to the plaintiff. Approximately $540,000 of the
       settlement was paid in cash, and $60,000 was paid by the return of
       certain inventory items to the plaintiff with an estimated fair value of
       $60,000. The plaintiff returned his 50,000 shares of common stock to the
       Company and the option referred to above was cancelled.

       See Note 1 for other litigation.

6.     CONVERSION OF 6% CUMULATIVE CONVERTIBLE REDEEMABLE SERIES A PREFERRED
       STOCK

       In July 1999, the Company initiated a private placement to sell 400 units
       at $10,000 per unit. Each unit consisted of 10,000 shares of 6%
       cumulative convertible redeemable Series A preferred stock and warrants
       to purchase 5,000 shares of the Company's common stock. Dividends are
       payable semi-annually. Each preferred share was convertible into ..666
       common shares in the first year, .4 shares in the second year, and .285
       share thereafter. No preferred shares could utilize the conversion
       feature until six months after the offering had been concluded. The
       warrants to purchase common shares were exercisable at $2.00 per share in
       the first year and $3.00 per share thereafter. The warrants expire five
       years from the date of issue. The Company raised approximately $3,950,000
       from this offering, of which $3,800,000 had been subscribed and received
       as of August 31, 1999 and $150,000 was received during the year ended
       August 31, 2000. Pursuant to the terms of the preferred stock, the
       Company was not permitted to declare or pay any dividends on its common
       stock unless all preferred dividends due have been paid.


                                      F-13
<PAGE>


                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000



6.     CONVERSION OF 6% CUMULATIVE CONVERTIBLE REDEEMABLE SERIES A PREFERRED
       STOCK (CONTINUED)

       In January 2000, the Company commenced an exchange offer with its Series
       A preferred share-holders. Pursuant thereto, the Company agreed to
       exchange each outstanding preferred share for common stock in the ratio
       set forth in the preferred stock purchase agreement, .666 common shares
       for each outstanding preferred share. Additionally, as an incentive to
       the preferred shareholders, the Company agreed to issue one additional
       common shares for every 10 common shares issued in the exchange.

       As of August 31, 2000, all 3,950,000 of these preferred shares were
       exchanged, which resulted in the issuance of 2,893,770 common shares. The
       number of shares issued as "incentive" shares amounted to 263,070. For
       financial statement purposes, these shares have been recorded as a
       distribution to the preferred shareholders, net of accrued dividends due
       the preferred shareholders, which were cancelled in connection with the
       exchange offer.

7.     STOCKHOLDERS' EQUITY

       Series B Preferred Stock

       The Company's Articles of Incorporation authorize the issuance of
       10,000,000 shares of preferred stock, $0.001 par value. On June 20, 2000,
       the Company filed the Certificate of Designations of the Series B
       Preferred with the Delaware Secretary of State. The preferred shares have
       a stated value of $10.00 per share, rank senior to all other securities
       of the Company, including common shares and later authorized classes,
       have a liquidation preference, and are convertible, at any time into five
       common shares for each preferred share. The preferred shares also contain
       an economic anti-dilution provision in the event that the Company sells
       common stock at a more advantageous price than $2.00 per share within ten
       years of the issuance of the preferred shares.

       Common Stock Issued in Exchange for Services

       In October 1999, the Company agreed to issue a total of 57,739 shares of
       its common stock to a consultant as settlement of an amount due of
       $60,937.

       During the year ended August 31, 2000, the Company issued 75,748 shares
       of its common stock for services provided to the Company in the amount of
       $225,036. The shares were valued at the market value of the Company's
       common stock on the date that they were issued.

       Warrants

       In November 1997, the Company issued debentures with detachable,
       non-transferable warrants to purchase 87,500 shares of its common stock.
       These warrants were immediately exercisable on issuance. During fiscal
       2000, 35,000 of these warrants expired.

       The Company issued 1,975,000 common stock purchase warrants (75,000 and
       1,900,000 in fiscal 2000 and 1999, respectively) in connection with the
       issuance of its 6% convertible redeemable Series A preferred stock (Note
       6). The warrants, which expire five years from the date of the preferred
       stock offering, can be exercised for $3.00 per share.


                                      F-14
<PAGE>


                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000



7.     STOCKHOLDERS' EQUITY (CONTINUED)

       Warrants (Continued)

       In addition, during fiscal 2000, the Company issued 7,000,000 common
       stock purchase warrants in connection with the issuance of the Series B
       convertible preferred stock. The first 5,000,000 of these warrants were
       exercisable for $2.00 per share for three years and thereafter at $4.00
       per share for two years. The remaining 2,000,000 warrants were
       exercisable for a period of five years at $5 per share. The warrants were
       cancelled in connection with the settlement referred to in Note 1.

       The following summarizes information about warrants granted and
       outstanding at August 31, 2001 and 2000, and changes during the years
       then ended.
<TABLE>
<CAPTION>

                                                 For the Year Ended                   For the Year Ended
                                                   August 31, 2001                      August 31, 2000
                                        -----------------------------------  -----------------------------------
                                                               Weighted                              Weighted
                                                                Average                               Average
                                                               Exercise                              Exercise
                                             Warrants            Price            Warrants             Price
                                        ----------------   ----------------  -----------------  ----------------
<S>                                           <C>               <C>                  <C>             <C>
       Outstanding,
           beginning of year                   8,975,000        $     2.67           1,935,000       $     1.97
                Granted                               -         $     -              7,075,000       $     2.85
                Exercised                             -         $     -                     -        $     -
                Cancelled/expired             (7,000,000)       $    (2.85)            (35,000)      $     0.56
                                          --------------                        --------------

       Outstanding, end of year                1,975,000        $     3.00           8,975,000       $     2.67
                                          ==============                        ==============

</TABLE>

       Stock Options

       The Company granted options to purchase shares of its common stock as
       indicated below. The options were fully vested on the dates of grant.

       During fiscal 1999, the Company granted options to certain employees,
       directors and consultants to purchase 735,000 shares of common stock at
       exercise prices ranging from $.45 to $2.50 per share. The options expire
       between two and three years from the time of the grant. For the years
       ended August 31, 2001 and 2000, no options and 25,000 options were
       exercised, respectively.

       During fiscal 2000, the Company granted options to certain officers and
       advisory board members to purchase 635,000 shares of common stock at
       prices ranging from $.87 to $2.50. The options expire between 2 and 10
       years from the date of the grant. Compensation expense amounted to
       approximately $120,000. As of August 31, 2000, none of these options had
       been exercised.

       During fiscal 2001, the Company cancelled and replaced the 635,000
       options referred to above, and granted an aggregate of 400,000 options to
       three officers and a consultant. The new options are exercisable for five
       years, vested immediately, and are exercisable at an exercise price of
       $.45 per share. Additionally, 600,000 options granted previous to 2000
       expired in 2001.


                                      F-15
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000


7.     STOCKHOLDERS' EQUITY (CONTINUED)

       Stock Options (Continued)

       The following summarizes information about stock options granted and
       outstanding at August 31, 2001 and 2000, and changes during the years
       then ended.
<TABLE>
<CAPTION>

                                                 For the Year Ended                   For the Year Ended
                                                   August 31, 2001                      August 31, 2000
                                        -----------------------------------  -----------------------------------
                                                               Weighted                              Weighted
                                                                Average                               Average
                                                               Exercise                              Exercise
                                              Options            Price             Options             Price
                                        ----------------   ----------------  -----------------  ----------------
<S>                                           <C>               <C>                  <C>             <C>
       Outstanding,
           beginning of year                   1,245,000        $      1.61            635,000       $     0.75
                Granted                          400,000        $      0.45            635,000       $     2.43
                Exercised                             -         $        -             (25,000)      $    (0.45)
                Cancelled/expired             (1,235,000)       $      1.61                 -        $       -
                                          --------------                        --------------

       Outstanding, end of year                  410,000        $      0.45          1,245,000       $     1.61
                                          ==============                        ==============
</TABLE>

       The weighted average assumptions used to calculate the fair value of the
       stock options granted in 2001 and 2000 pursuant to the Black-Scholes
       option pricing model were:

                                                  2001                2000
                                             ----------------  ----------------

              Dividend yield                        0%                  0%
              Risk free interest rate              5.75%               5.25%
              Volatility                           300%                158%
              Expected contractual life         5-10 Years          2-10 Years


       Had compensation cost for employee stock options for the years ended
       August 31, 2001 and 2000 been determined in accordance with SFAS 123, the
       Company's net loss and net loss per share would have been as follows:
<TABLE>
<CAPTION>

                                                                    2001           2000
                                                                -------------  -------------
<S>                                                             <C>            <C>
       Net loss, as reported                                    $ (2,033,940)  $ (3,243,428)
       Pro forma net loss                                         (2,129,940)    (4,185,428)
       Basic and diluted net loss per share, as reported               (0.23)         (0.25)
       Pro forma basic and diluted net loss per share                  (0.24)         (0.26)
</TABLE>

8.     INCENTIVE EQUITY PLANS

       During August 1999, the Company adopted its 1999 Incentive Equity Plan
       ("Incentive Plan") and the 1999 Stock Option Plan for Non-Employee
       Directors ("Directors Plan").

       Officers, including officers who are members of the Board of Directors,
       and other key employees of and consultants to the Company may be selected
       by a Committee of the Board of Directors, consisting of no less than two
       members of the Board to receive benefits under the Incentive Plan.


                                      F-16
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000


8.     INCENTIVE EQUITY PLANS (CONTINUED)

       The Incentive Plan authorizes the granting of options to purchase shares
       of common stock ("Option Rights"), stock appreciation rights
       ("Appreciation Rights"), restricted shares ("Restricted Shares"),
       deferred shares ("Deferred Shares"), performance shares ("Performance
       Shares") and performance units ("Performance Units").

       Subject to adjustment as provided in the Incentive Plan, the number of
       shares of common stock that may be issued or transferred, plus the amount
       of shares of common stock covered by outstanding awards granted under the
       Incentive plan, shall not in the aggregate exceed 1,500,000 shares. The
       number of Performance Units granted under the Incentive plan shall not in
       the aggregate exceed 100,000. The number of shares of common stock
       granted under the Incentive Plan to any individual in any calendar year
       shall not in the aggregate exceed 100,000. Pursuant to employment
       contracts, options for 600,000 shares were issued during the year ended
       August 31, 2000. However, as discussed in Note 5, those options were
       cancelled in June 2001.

       Option Rights

       The Company may grant Option Rights that entitle the optionee to purchase
       shares of common stock at a price less than, equal to or greater than
       market value on the date of grant.

       The exercise price for nonqualified stock options granted may not be less
       than 85% of the fair market value per share of common stock on the date
       of grant. The exercise price for Incentive Stock Options ("ISOs") may not
       be less than the fair market value per share of common stock on the date,
       and ISOs granted to persons owning more than 10% of the Company's voting
       stock must have an exercise price of not less than 110% of the fair
       market value per share of common stock on the date of grant. All options
       granted must be exercised within ten years of grant, except that ISOs
       granted to 10% or more stockholders must be exercised within five years
       of grant. The aggregate market value (as determined as of the date of
       grant) of the common stock for which any optionee may be awarded ISOs
       which are first exercisable by such optionee during any calendar year may
       not exceed $100,000.

       Appreciation Rights

       Appreciation Rights granted under the Incentive Plan may be either
       free-standing or granted in tandem with Option Rights. An Appreciation
       Right represents the right to receive from the Company the difference
       ("Spread"), or a percentage thereof not in excess of 100 percent, between
       the base price per share of common stock in the case of a free-standing
       Appreciation Right, or the option price of the related Option Right in
       the case of a tandem Appreciation Right, and the market value of the
       common stock on the date of exercise of the Appreciation Right. Tandem
       Appreciation Rights may only be exercised at a time when the related
       Option Right is exercisable and the Spread is positive, and the exercise
       of a tandem Appreciation Right requires the surrender of the related
       Option Right for cancellation.

       A free-standing Appreciation Right must have a base price that is at
       least equal to the fair market value of a share of common stock on the
       date of grant must specify certain other criteria that are necessary
       before the Appreciation Right becomes exercisable and may not be
       exercised more than 10 years from the date of grant.


                                      F-17
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000



8.     INCENTIVE EQUITY PLANS (CONTINUED)

       Restricted Shares

       An award of Restricted Shares involves the immediate transfer by the
       Company to a participant of ownership of a specific number of shares of
       common stock in consideration of the performance of services, or, as and
       to the extent determined by the Company, the achievement of certain
       objectives. The participant is entitled immediately to voting, dividend
       and other ownership rights in the shares. The transfer may be made
       without additional consideration from the participant or in consideration
       of a payment by the participant that is less than the market value of the
       shares on the date of grant, as the Committee may determine.

       Deferred Shares

       An award of Deferred Shares constitutes an agreement by the Company to
       deliver shares of common stock to the participant in the future in
       consideration of the performance of services, subject to the fulfillment
       of such conditions during the deferral period (as defined in the
       Incentive Plan) as the Company may specify.

       The Directors Plan

       The Directors Plan will be administered by a committee of the Board of
       Directors, consisting of no less than two members of the Board. Only
       members of the Board of Directors who are not employees of the Company
       (each a "Director") will be eligible to participate in the Directors
       Plan.

       Subject to adjustment as described below, the number of shares issued or
       transferred, plus the number of shares covered by outstanding options
       under the Directors Plan shall not exceed 250,000 shares of common stock.
       Shares of common stock covered by an option, which is cancelled or
       terminated, will again be available to be issued or to be the subject of
       a stock option granted under the Directors Plan.

       The exercise price of the options granted is equal to the fair market
       value per share of common stock on the date of grant. Options granted
       under the Directors Plan shall become exercisable to the extent of 20% of
       the common shares subject thereto on the Date of Grant and to the extent
       of an additional 20% of the common shares subject thereto after each of
       the first four anniversaries of such date, for so long as the Optionee
       continues to serve as a member of the Board.


                                      F-18
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000



9.     LOSS PER SHARE

       The computations of net loss per common share for the years ended August
       31, 2001 and 2000 are as follows:
<TABLE>
<CAPTION>
                                                                                    2001              2000
                                                                                -------------    -------------
<S>                                                                             <C>              <C>
              Loss from continuing operations                                   $ (1,633,940)    $ (1,875,587)
              Less:   Distributions to converting preferred
                         shareholders in the form of common stock                          -          788,960
                                                                                -------------    -------------

              Loss from continuing operations applicable to
                  common shareholders                                           $ (1,633,940)    $ (2,664,547)
                                                                                =============    =============

              Weighted average number of common shares
                  outstanding - basic and diluted                                  8,790,408       15,886,473
                                                                                =============    =============

              Basic and diluted loss from continuing operations
                  per common share                                              $      (0.19)    $      (0.17)
              Loss from discontinued operations                                        (0.04)           (0.08)
                                                                                -------------    -------------

                  Net loss                                                      $      (0.23)    $      (0.25)
                                                                                =============    =============
</TABLE>

       The effect of the potentially dilutive securities listed below were not
       included in the computa-tion of diluted loss per share, because to do so
       would have been anti-dilutive for the periods presented.

                                                         2001           2000
                                                     ------------- -------------

       Shares of common stock issuable under:

           Stock options                                  410,000     1,245,000
           Common stock purchase warrants               1,975,000     8,975,000


                                      F-19


<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Asia Web Holdings, Inc.

/S/ Michael A. Schaffer
-------------------------------
Michael A. Schaffer
Chief Executive Officer
December 13, 2001



         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


/S/ Lawrence Schaffer
-------------------------------
Lawrence Schaffer
President and Chief Financial Officer
December 13, 2001


/S/ Waddy Stephenson
-------------------------------
Waddy Stephenson
Chief Technical Officer and
Member of the Board of Directors
December 13, 2001


/S/ Michael A. Schaffer
-------------------------------
Michael A. Schaffer
Chief Executive Officer and Member
of the Board of Directors
December 13, 2001