<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                   FORM 10-QSB


(Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended May 31, 2001
                                                  ------------

                                       OR

          [ ] 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.
--------------------------------------------------------------------------------
             (Exact Name of registrant as specified in its charter)


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


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


                                 (760) 804-0023
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes
         of common equity, as of the latest practicable date: 8,790,408

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]

<PAGE>

                                ACUBID.COM, INC.
                                   FORM 10-QSB

                                Table of Contents


ITEM No.
--------

PART I   FINANCIAL INFORMATION

1.       Financial Statements ..............................................1

         Balance Sheet as of May 31, 2001 (unaudited)
            and August 31, 2000.............................................1

         Statements of Operations for the Nine and Three Months Ended
            May 31, 2001 and May 31, 2000 (Unaudited).......................2

         Statements of Shareholders' Equity for the Nine Months
            Ended May 31, 2001..............................................3

         Statements of Cash Flows for the Nine Months Ended
            May 31, 2001 and May 31, 2000 (Unaudited).......................4-5

         Notes to the Financial Statements (Unaudited)......................6-11

2.       Management's Discussion and Analysis or Plan of Operation..........12

PART II  OTHER INFORMATION

1.       Legal Proceedings..................................................15

2.       Changes in Securities..............................................15

3.       Defaults Upon Senior Securities....................................16

4.       Submission of Matters to a Vote of Security Holders................16

5.       Other Information..................................................16

6.       Exhibits and Reports on Form 8-K...................................16

SIGNATURES..................................................................18

PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                             ASIA WEB HOLDINGS, INC.

                         CONDENSED FINANCIAL STATEMENTS

            FOR THE NINE AND THREE MONTHS ENDED MAY 31, 2001 AND 2000

                                   (UNAUDITED)

<PAGE>

                                    CONTENTS


                                                                            Page

CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

     Balance Sheet - May 31, 2001 and August 31, 2000                        1

     Statements of Operations
         For the Nine and Three Months Ended May 31, 2001 and 2000           2

     Statements of Shareholders' Equity
         For the Nine Months Ended May 31, 2001                              3

     Statements of Cash Flows
         For the Nine Months Ended May 31, 2001 and 2000                    4-5

     Notes to Financial Statements                                          6-13

<PAGE>
<TABLE>
                                        ASIA WEB HOLDINGS, INC.
                                        CONDENSED BALANCE SHEETS
                                    MAY 31, 2001 AND AUGUST 31, 2000
<CAPTION>

                                                 ASSETS

                                                                            May 31,        August 31,
                                                                             2001            2000
                                                                        --------------   --------------
                                                                         (Unaudited)
<S>                                                                     <C>              <C>
CURRENT ASSETS
     Cash and cash equivalents ($10,000,000 restricted
         at August 31, 2000) (Note 1)                                   $     226,066    $  10,287,631
     Short-term investments (Note 1)                                        1,025,994        1,182,585
     Prepaid expenses and other                                                 6,032                -
     Due from officers                                                         44,946           42,452
                                                                        --------------   --------------

              Total current assets                                          1,303,038       11,512,668
                                                                        --------------   --------------

PROPERTY AND EQUIPMENT, net of accumulated
     depreciation                                                              88,437          156,117
                                                                        --------------   --------------

OTHER ASSETS
     Restricted cash                                                        1,000,000                -
     Investment in closely-held company                                       140,000          100,000
     Inventory                                                                136,270          142,389
     Other                                                                      6,978            6,978
                                                                        --------------   --------------

              Total Other Assets                                            1,283,248          249,367
                                                                        --------------   --------------

              TOTAL ASSETS                                              $   2,674,723    $  11,918,152
                                                                        ==============   ==============


                      LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable                                                   $     108,028    $     146,169
     Accrued expenses                                                         748,034          140,038
     Due to related parties                                                    13,290           13,290
                                                                        --------------   --------------

              Total current liabilities                                       869,352          299,497
                                                                        --------------   --------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (Notes 2, 5 and 6)
     Preferred Stock; par value $.001; 10,000,000
         shares authorized; no shares issued and outstanding
         at May 31, 2001, 1,000,000 shares issued and
         outstanding at August 31, 2000                                             -       10,000,000
     Common stock; par value of $0.001 per share;
         100,000,000 shares authorized; 8,790,408 and
         52,790,408 shares issued and outstanding at
         May 31, 2001 and August 31, 2000, respectively                         8,792           52,792
     Additional paid-in capital                                            15,446,891      101,639,006
     Investment in Indonesian subsidiary, at cost,
         subject to rescission                                                      -      (88,000,000)
     Accumulated deficit                                                  (13,650,312)     (12,073,143)
                                                                        --------------   --------------

              Total shareholders' equity                                    1,805,371       11,618,655
                                                                        --------------   --------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $   2,674,723    $  11,918,152
                                                                        ==============   ==============

                            See accompanying notes to financial statements.
</TABLE>
                                                  -1-
<PAGE>
<TABLE>
                                          ASIA WEB HOLDINGS, INC.
                                     CONDENSED STATEMENTS OF OPERATIONS
                                    FOR THE NINE AND THREE MONTHS ENDED
                                           MAY 31, 2001 AND 2000
                                                (UNAUDITED)
<CAPTION>

                                                        Nine Months Ended           Three Months Ended
                                                            May 31,                       May 31,
                                                  ---------------------------   ---------------------------
                                                     2001            2000          2001            2000
                                                  ------------   ------------   ------------   ------------
<S>                                               <C>            <C>            <C>            <C>
Revenues                                          $     8,050    $    19,306    $       594    $     1,842
Cost of revenues (Note 1)                              (6,695)       137,153            546         41,324
                                                  ------------   ------------   ------------   ------------

         Gross profit (loss)                            1,355       (117,847)            48        (39,482)
                                                  ------------   ------------   ------------   ------------

Operating Costs and Expenses
     Selling, general and administrative,
         excluding depreciation, including
         $232,000 in the form of common
         stock issued to employees and
         others for services provided in the
         nine months ended May 31, 2000             1,330,601      1,530,750        333,421        586,518
     Settlement of litigation (Note 3)                593,000              -        593,000              -
     Depreciation                                      67,680         67,807         22,560         22,603
                                                  ------------   ------------   ------------   ------------

         Total operating costs and expenses         1,991,281      1,598,557        948,981        609,171
                                                  ------------   ------------   ------------   ------------

         Loss from operations                      (1,989,926)    (1,716,401)      (948,933)      (648,603)
                                                  ------------   ------------   ------------   ------------

Other Income
     Interest and dividend income                     412,760         69,896         88,053         51,317
     Other investment income                                -         41,836              -              -
                                                  ------------   ------------   ------------   ------------

         Total other income                           412,760        111,732         88,053         51,317
                                                  ------------   ------------   ------------   ------------

         Loss before provision for income taxes
              and extraordinary item               (1,577,169)    (1,604,672)      (860,880)      (597,286)

Provision for income taxes                                  -              -              -              -
                                                  ------------   ------------   ------------   ------------

         Net loss                                  (1,577,169)    (1,604,672)      (860,880)      (597,286)
                                                  ============   ============   ============   ============
Distribution to converting preferred
     shareholders in form of common stock                   -        788,960              -              -
                                                  ------------   ------------   ------------   ------------

         Net loss applicable to common
              shareholders                        $(1,577,169)   $(2,393,632)   $  (860,880)   $  (597,286)
                                                  ============   ============   ============   ============

Net loss applicable to common shares -
     basic and diluted

     Net loss                                     $     (0.18)   $     (0.34)   $     (0.10)   $     (0.07)
                                                  ============   ============   ============   ============

     Weight average number of common shares         8,790,408      7,097,389      8,790,408      8,778,157
                                                  ============   ============   ============   ============

                              See accompanying notes to financial statements.
</TABLE>
                                                    -2-
<PAGE>
<TABLE>
                                                       ASIA WEB HOLDINGS, INC.
                                            CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
                                               FOR THE NINE MONTHS ENDED MAY 31, 2001
                                                             (UNAUDITED)
<CAPTION>

                                                                                           Investment in
                                   Preferred Stock          Common Stock       Additional    Subsidiary
                              ------------------------ ----------------------    Paid-In     Subject to   Accumulated
                                 Shares      Amount       Shares     Amount      Capital     Rescission     Deficit        Total
                              ----------- ------------ ------------ --------- ------------- ------------ ------------- ------------
<S>                            <C>        <C>           <C>         <C>       <C>          <C>           <C>           <C>
Balance, September 1, 2000     1,000,000  $ 10,000,000  52,790,408  $ 52,792  $101,639,006 $(88,000,000) $(12,073,143) $11,618,655

Net loss for the period                -             -           -         -             -            -    (1,577,169)  (1,577,169)

Redemption and
  cancellation of
  preferred stock             (1,000,000) (10,000,000)           -         -     1,763,885            -             -   (8,236,115)

Rescission of
  common stock and
  cancellation of
  merger agreement                     -            -  (44,000,000)  (44,000)  (87,956,000)  88,000,000             -            -
                              ----------- ------------ ------------ --------- ------------- ------------ ------------- ------------

Balance, May 31, 2001
(Unaudited)                            -  $         -    8,790,408  $  8,792  $ 15,446,891  $         -  $(13,650,312) $ 1,805,371
                              =========== ============ ============ ========= ============= ============ ============= ============

                                           See accompanying notes to financial statements.
</TABLE>
                                                                 -3-
<PAGE>
<TABLE>
                                    ASIA WEB HOLDINGS, INC.
                              CONDENSED STATEMENTS OF CASH FLOWS
                        FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000
                                          (UNAUDITED)
<CAPTION>

                                                                      2001           2000
                                                                 -------------   -------------
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                    $ (1,577,169)   $ (2,393,632)
                                                                 -------------   -------------
     Adjustments to reconcile net loss to net cash
         Used by operating activities:
              Depreciation and amortization                            67,680          67,807
              Shares issued for services                                    -           7,500
              Common shares issued as inducement
                  to preferred shareholders                                 -         788,960
              Changes in assets and liabilities:
                  Inventory                                             6,119           6,564
                  Prepaid expenses and other                           (6,032)           (580)
                  Accounts payable                                    (38,141)        (76,187)
                  Accrued expenses                                    607,996          (8,090)
                  Due from officers                                    (2,494)              -
                                                                 -------------   -------------

                  Total adjustments                                   635,128       1,011,280
                                                                 -------------   -------------

                  Net cash used by operating activities              (942,041)     (1,382,352)
                                                                 -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Payments for property and equipment                                    -         (50,501)
     (Increase) decrease in short-term investments                    156,591      (2,390,402)
     Increase in investments and advances to privately
         owned company                                                (40,000)              -
                                                                 -------------   -------------

                  Cash provided (used) in investing activities        116,591      (2,440,903)
                                                                 -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of redeemable preferred
         stock in a private placement                                       -         150,000
     Proceeds from exercise of warrants                                     -          11,250
     Increase in due from affiliates                                        -        (270,144)
     Redemption of preferred stock                                 (8,236,115)              -
     Restricted cash                                               (1,000,000)              -
                                                                 -------------   -------------

                  Cash used by financing activities                (9,236,115)       (108,894)
                                                                 -------------   -------------

NET DECREASE IN CASH AND CASH
     EQUIVALENTS                                                  (10,061,565)     (3,932,149)

CASH AND CASH EQUIVALENTS - beginning (including
     $10,000,000 of restricted cash at August 31, 2000)            10,287,631       4,093,919
                                                                 -------------   -------------

CASH AND CASH EQUIVALENTS - end                                  $    226,066    $    161,770
                                                                 =============   =============
</TABLE>
                        See accompanying notes to financial statements.

                                              -4-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000


                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION


                                                            May 31,
                                                --------------------------------
                                                     2001             2000
                                                --------------   ---------------
Cash paid during the period for:

     Interest                                   $           -    $            -
     Income taxes                               $           -    $            -


      SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES


Rescission of 44,000,000 common shares and cancellation of merger agreement:

     Common stock                               $     (44,000)   $            -
     Paid in capital                            $ (87,956,000)   $            -
     Investment in subsidiary                   $  88,000,000    $            -

Common stock issued for settlement of liabilities:

     Common stock                               $           -    $       53,385
     Additional paid in capital                 $           -    $           52
     Long-term liability                        $           -    $       53,437

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

                 See accompanying notes to financial statements.

                                      -5-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)


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"). The Company owns a patent regarding the above
       equipment and software and has expensed all costs in developing the
       patent and prototypes.

       Subsequent to August 31, 1999, management made a determination to
       substantively 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. (subsequently
       changed to Asia Web Holdings, Inc.) and expanded its business objective
       to include the development of a premier website 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 website. 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 website.

       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 at least 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 80% of the
       Company). The agreement also provided that the Company contemplated
       entering into an arrangement with the Selim K. Zilkha Trust ("Zilkha" or
       the "Trust") wherein the Trust would purchase 5,000,000 shares of the
       Company's common stock in exchange for a $10,000,000 capital infusion
       through a private placement that would close simultaneously with the
       closing under the JDI agreement. 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 (Notes 8 and 10).
       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.

                                      -6-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)


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.

                                      -7-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       DESCRIPTION OF COMPANY'S BUSINESS (CONTINUED)

       Pursuant to the comprehensive settlement agreement, the parties agreed to
       terminate 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.

       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 ($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. The settlements are
       reflected in the Company's financial statements for the nine months ended
       May 31, 2001.

       In connection with the settlements, Bosko Djordjevic and Raj Singam have
       resigned form 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 Messrs Djordjevic and Singam and hopes
       to announce such replacements in the near future.

       As of May 31, 2001, while the Company's web site remains operational,
       there is virtually no activity on the site and the Company is not
       actively promoting the auction site and has ceased selling Company owned
       inventory on its site.

       BASIS OF PRESENTATION

       In the opinion of the Company, the accompanying unaudited condensed
       financial statements contain all adjustments necessary to present fairly
       its financial position as of May 31, 2001 and the results of its
       operations and cash flows for the three and nine months then ended. These
       statements are condensed and therefore do not include all of the
       information and footnotes required by generally accepted accounting
       principles for complete financial statements. The statements should be
       read in conjunction with the financial statement and footnotes included
       in the Company's annual report on Form 10-KSB for the year ended August
       31, 2000. The results of operations for the nine months ended May 31,
       2001 are not necessarily indicative of the results to be expected for the
       full year.

       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.

                                      -8-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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 website. Such product
       development costs are 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 February 28, 2001, cash
       balances in excess of federally insured limits amounted to approximately
       $112,000.

       MARKETABLE SECURITIES

       At May 31, 2001, approximately $70,000 is maintained in a liquid asset
       management account which invests primarily in investment grade short-term
       commercial paper, corporate bonds and taxable auction rate notes.

       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.

       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. Due to the uncertainty of
       the Company's continued auction site operations, inventory has been
       classified as a long-term, rather than current, 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 2 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.

       This investment and advance are carried at cost. There is no market for
       this investment, and it is impracticable to estimate its fair value.

                                      -9-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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.

       FAIR VALUE OF FINANCIAL INSTRUMENTS

       The Company accounts for the value of financial instruments using the
       fair value method.

       The estimated fair value amounts of all financial instruments have been
       determined by the Company using available market information and
       appropriate valuation methodologies. Fair value is described as the
       amount at which the instrument could be exchanged in a current
       transaction between informed willing parties, other than in a forced
       liquidation. However, considerable judgment is necessarily required in
       interpreting market data to develop the estimates of fair value.
       Accordingly, the estimates presented herein are not necessarily
       indicative of the amount that the Company could realize in a current
       market exchange. The use of different market assumptions and/or
       estimation methodologies may have material effect on the estimated fair
       value amounts. The Company is not a party to any derivative instruments.
       The Company does not have any off balance sheet financial instruments.

       The following methods and assumptions were used by the Company in
       estimating fair value disclosures for financial instruments:

              Cash and equivalents, accounts receivable, inventory, other
              current assets, accounts payable, and certain other current
              liability amounts are reported in the balance sheet at approximate
              fair value due to the short-term maturities of these instruments.

       STOCK-BASED COMPENSATION

       Statement of Financial Accounting Standards ("SFAS") No. 123, ACCOUNTING
       FOR STOCK-BASED COMPENSATION, established accounting and disclosure
       requirements using a fair-value-based method of accounting for
       stock-based employee compensation plans. SFAS No. 123 allows the use of
       Accounting Principles Board Opinion ("APB") No. 25, ACCOUNTING FOR STOCK
       ISSUED TO EMPLOYEES, which is the intrinsic value method of accounting as
       described below, for options granted to employees, provided the pro forma
       discloses requirements of SFAS No. 123 are adopted.

       The Company accounts for stock-based compensation using the intrinsic
       value method prescribed in APB No. 25. Compensation cost for stock
       options granted employees, 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. Restricted stock is
       recorded as compensation cost over the requisite vesting periods based on
       the market value on the date of grant. The Company accounts for stock and
       stock options issued and granted to non-employees in accordance with the
       provisions of SFAS No. 123 and records compensation as the fair value of
       the underlying security issued.

                                      -10-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       COMMON SHARES AND PER SHARE AMOUNTS

       In March 1999, the Company effected a one-for-two reverse stock split.
       All common shares and per share amounts have been adjusted to give effect
       to that stock split.

       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 uncertainty regarding the
       JDI and Zikha transactions, the shares subject to rescission are not
       considered in outstanding shares for purposes of these calculations.

       ADVERTISING COSTS

       Advertising costs are charged to operations as they are incurred.

2.     EXCHANGE OF 6% CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED SHARES INTO
       COMMON SHARES

       In January 2000, the Company commenced an exchange offer with its
       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 additional common
       share for every 10 common shares issued in the exchange.

       As of February 28, 2001, all 3,950,000 preferred shares which had been
       outstanding 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 accounting 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
       exchange offer).

3.     COMMITMENTS AND CONTINGENCIES

       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 August 2001, the Company entered into a settlement agreement with
       the plaintiff. Under the terms of the agreement , the Company will pay
       the plaintiff approximately $580,000 and forgive $20,000 of advances
       previously made to the plaintiff. Approximately $540,000 of the
       settlement will be paid in cash, and $60,000 will be paid by the return
       of certain inventory items to the plaintiff with an estimated fair value
       of $60,000. The plaintiff will return his 50,000 shares of common stock
       to the Company and the optional referred to above will be cancelled.

       The settlement has been accrued in the accompanying financial statements
       as of May 31, 2001.

                                      -11-
<PAGE>

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                  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 Form 10-Q are forward- looking. In particular, any statements that
we make in this Form 10-Q regarding industry prospects or our future results of
operations or financial position are forward-looking statements. Forward-looking
statements reflect our current expectations and are inherently uncertain. Our
actual results may differ significantly from our expectations.

                  The business plan, conceived in February 1999, had the Company
competing for a share of the online auction business dominated by eBAY,
Amazon.com and Yahoo. In the latter part of 1999, certain assumptions relating
to the Company's ability to gain a significant portion of the online auction
business proved to be incorrect. (See, Part I, Item 1 of the Company's Report on
Form 10-K filed January 10, 2001.)

                  Because of these incorrect business assumptions, the Company
began to explore business relationships that would provide the Company with a
venue to use its Internet expertise in a profitable manner while at the same
time building customer support for its online auction business. This led to a
plan in February, 2000, that would have the Company:

         (a)      Enter into emerging Internet markets through acquisitions and
                  strategic alliances with Internet corporations from those
                  markets that focus on Internet subscriptions and/or content
                  development. It was expected that the acquisitions themselves
                  would be profitable or through some combination of Internet
                  subscriber fees, premium services, web hosting fees, and web
                  development fees, as well as through advertising revenue.

         (b)      Expand and evolve the Company's auction technologies into
                  reusable e- commerce technologies that can be offered to these
                  Internet corporations. In addition, the Company planned to
                  provide technical and managerial support to these Internet
                  corporations. The Company's ability to attract Internet
                  corporations in the emerging Internet markets relied heavily
                  on its ability to assist those corporations.

                                      -12-
<PAGE>

         (c)      Leverage off these new markets to increase the traffic to the
                  Company's online auction site as well as other developed
                  e-commerce and information sites. Each relationship that the
                  Company forged with another Internet corporation would
                  increase the number of viewers that the Company can reach
                  worldwide. This would provide the Company with access to new
                  viewers that can be driven to its auction and e-commerce sites
                  without a significant investment in advertising.

                  It was this new business model that lead to the acquisition of
PT Jaring Data Interaktif. (See Report on Form 10-Q Part II, Item 1, Legal
Proceedings filed May 16, 2001. See also, Part I, Item 3 of the Company's Report
on Form 10-K filed January 10, 2001. )

                  As of the date of this report, the Company is assessing
whether to continue to pursue the above business model. The Company is also
looking at other options not involving the Internet.

                  The Company is now in a position to evaluate a new business
model that best utilizes its current assets and personnel. Several Internet
related as well as non-Internet related possibilities have been reviewed but,
during the pendency of the litigation, the Company had been unable to take any
action. Additionally, when a new direction is determined the Company does not
know if its auction site will fit in that new business. Now that the litigation
is resolved, the Company will actively pursue new business opportunities. (See,
Part II, Item 2, Legal Proceedings.)

RESULTS OF OPERATIONS

                  Results of Operations- for the Three Months Ended May 31, 2001
                  --------------------------------------------------------------
Compared to Three Months Ended May 31, 2000:
--------------------------------------------

                  Revenues
                  --------

                  Auctions were commenced in August of 1999. Revenues were $594
and $8,050 respectively, for the three and nine months ended May 31, 2001 as
compared to $1,842 and $19,306 for the three and nine months ended May 31, 2000.
The Company does not expect significant revenues from the operation of the site
for the foreseeable future. The Company plans to maintain the online auction
house at its present level until it determines how the site fits within its
business model and future plans.

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

                  Selling General and Administrative, Excluding Depreciation-

                  Selling, general and administrative costs and expenses,
excluding depreciation were $333,421 and $1,330,601 for the three and nine
months ended May 31, 2001 as compared to $586,518 and $1,530,750, for the three
and nine months ended May 31, 2000. Accordingly, selling, general, and
administrative expenses decreased by $253,097 and $200,149 for the three and
nine months ended May 31, 2001 as compared to the three and six months ended May

                                      -13-
<PAGE>

31, 2000. Significantly higher legal costs were incurred by the Company in the
2001 periods in connection with the Zilkha and Bevacqua matters. (See Legal
Proceedings.) However, we were able to reduce other general and administrative
expenses, including payroll, consulting expenses, other professionals, travel
and entertainment, and others consistent with the current business environment.

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

                  As explained more fully in Part II, Item 1 of this filing, on
July 31, 2001, the Company settled its litigation with Kurt Bevacqua. In
connection with the settlement, the Company recorded charges of $593,000 in the
three and nine months ended May 31, 2001.

                  Investment and Dividend Income-

                  Investment and dividend income was approximately $88,000 and
$413,000 for the three and nine months ended May 31, 2001, respectively, as
compared to $51,000 and $70,000 during the three and nine months ended May 31,
2000, respectively. Investment income is derived from interest earned on bank
deposits and earnings on short term Investments. In connection with the
settlements in the Zilkha and Bevacqua matters, the Company utilized
approximately $8,800,000 in cash. Accordingly, management expects that the
future periods, investment income will be significantly less than that reported
in the 2001 nine and three month period.

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

                  Prior to May 31, 2001, the Company had raised $15,025,471
since the change in business direction in February 1999. The Company's balance
sheet at May 31, 2001 reflects cash of approximately $226,000 and marketable
securities of approximately $1,026,000.

                  Cash and cash equivalents decreased by approximately
$10,062,000 during the nine months ended May 31, 2001 due, in part, to the
Zilkha settlement. Cash used in operating activities amounted to approximately
$942,000 during this period. Cash was used to fund the legal expenses in
connection with the Bevacqua litigation. (See, Legal Proceedings.) In addition,
also in connection with the Bevacqua litigation, the Company was required to put
$1,000,000 into an escrow account on May 31, 2001.

                  With the settlement of the Zilkha litigation(See, Report on
Form 10-Q Part II, Item 1, Legal Proceedings filed May 16, 2001) and the
resulting divestiture of JDI, and the settlement of the Bevacqua litigation
discussed below, the Company believes that it can satisfy its cash requirements
over the next twelve months. However, the Company's longer-term capital
requirements beyond the next 12 months will depend on many factors, including,
but not limited to, implementing a new business model.

                                      -14-
<PAGE>

PART II

ITEM 1.           LEGAL PROCEEDINGS.

                  The following is a summary of the Bevacqua litigation matter
in which the Company is party. The summary below are qualified by a review of
the complete court file in the matter.

                  On July 30, 2001 the company, Asia Web Holdings Inc. entered
into an agreement in principle to settle certain 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 value of $60,000.

                  The company has always maintained 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. 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.


ITEM 2.           CHANGES IN SECURITIES.

                  (a)      Pursuant to the Settlement Agreement entered into
                           April 23, 2001, the Zilkha trust returned the
                           1,000,000 of Series B Preferred Stock, as well as,
                           the two warrants to purchase an additional 7,000,000
                           shares of common stock. The Series B Preferred Stock
                           will be canceled.

                  (b)      Not Applicable

                  (c)      During the three month period ending May 31, 2001,
                           the Company has sold the following securities without
                           registering them under the Securities Act of 1933
                           (the "Securities Act"):

                           None

                  (d)      Not applicable.

                                      -15-
<PAGE>

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.

                  Not applicable.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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


ITEM 5.           OTHER INFORMATION.

                  Not applicable.

ITEM 6.           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) (Filed with Form 10-KSB on January 10, 2001)

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 (Previously Filed)

                                      -16-
<PAGE>

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              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)

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

10.7              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)

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

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

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

10.11             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

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

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

                                      -17-
<PAGE>

                  (b)      Reports on Form 8-K

                           There were no reports filed on Form 8-K during the
                           quarter.



                                   SIGNATURES

                  In accordance with the requirements 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.


August 14, 2000                              /s/   Lawrence Schaffer
                                             -----------------------------------
                                             By: Lawrence Schaffer
                                             Its: Chief Financial Officer


                                             /s/   Lawrence Schaffer
                                             -----------------------------------
                                             By: Lawrence Schaffer
                                             Its: President


                                      -18-