<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, 2000
                                                  ------------


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


                                Acubid.com, Inc.
       ------------------------------------------------------------------
             (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: 52,803,160

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

                                ACUBID.COM, INC.

<PAGE>

                                   FORM 10-QSB

                                Table of Contents
ITEM No.
--------

PART I            FINANCIAL INFORMATION

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

         Balance Sheet as of May 31, 2000 (unaudited)
                           and August 31, 1999.................................1

         Statements of Operations for the Nine and Three Months Ended
                           May 31, 2000 and May 31, 1999 (Unaudited)...........2

         Statements of Shareholders' Equity  for the Nine Months
                           Ended May 31, 2000 (Unaudited)......................3

         Statements of Cash Flows for the Nine Months Ended
                           May 31, 2000 and May 31, 1999 (Unaudited).........4-5

         Notes to the Financial Statements (Unaudited)......................6-16

2.       Management's Discussion and Analysis or Plan of Operation............17

PART II           OTHER INFORMATION

1.       Legal Proceedings....................................................23

2.       Changes in Securities................................................23

3.       Defaults Upon Senior Securities......................................26

4.       Submission of Matters to a Vote of Security Holders..................26

5.       Other Information....................................................28

6.       Exhibits and Reports on Form 8-K.....................................28

SIGNATURES....................................................................30


                                       i
<PAGE>

PART I            FINANCIAL INFORMATION

ITEM 1.            FINANCIAL STATEMENTS


                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                         CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)


<PAGE>

<TABLE>

                                       ASIA WEB HOLDINGS, INC.
                                     (FORMERLY ACUBID.COM INC.)

                                      CONDENSED BALANCE SHEETS

                                  MAY 31, 2000 AND AUGUST 31, 1999

                                               ASSETS
<CAPTION>

                                                                           May 31,             August 31,
                                                                            2000                  1999
                                                                       ---------------      ---------------
                                                                         (Unaudited)
<S>                                                                    <C>                  <C>
CURRENT ASSETS
     Cash and cash equivalents (Note 1)                                $       161,770      $    4,093,919
     Short-term investments (Note 1)                                         2,390,402                  -
     Inventory (Note 1)                                                        182,389             188,953
     Prepaid expenses and other                                                 69,269              60,000
     Due from affiliates                                                       270,144                  -
                                                                       ---------------      ---------------

              Total current assets                                           3,063,974           4,342,872

PROPERTY AND EQUIPMENT, net of accumulated
     depreciation                                                              179,181             196,487

OTHER ASSETS                                                                    6,053               14,742
                                                                       ---------------      ---------------

              TOTAL ASSETS                                             $    3,249,208       $    4,554,101
                                                                       ===============      ===============


                                LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable                                                  $        45,415      $      121,602
     Accrued liabilities (Note 1)                                               57,142              88,962
     Due to related parties                                                     13,290              13,290
                                                                       ---------------      ---------------

              Total current liabilities                                        115,847             223,854
                                                                       ---------------      ---------------

OTHER PAYABLE                                                                       -               53,437
                                                                       ---------------      ---------------

COMMITMENTS AND CONTINGENCIES

6% REDEEMABLE CUMULATIVE CONVERTIBLE
     PREFERRED STOCK; par value $.001; 10,000,000
     shares authorized; no shares issued and outstanding
     at May 31, 2000, 3,800,000 Series A shares issued
     and outstanding at August 31, 1999 (Note 4)                                    -            3,800,000
                                                                       ---------------      ---------------

SHAREHOLDERS' EQUITY (Notes 2, 5 and 6)
     Common stock; par value of $0.001 per share;
         50,000,000 shares authorized; 8,803,160 and
         5,738,151 shares issued and outstanding at
         May 31, 2000 and August 31, 1999, respectively                         8,805                5,739
     Additional paid-in capital                                            13,558,943            9,300,786
     Accumulated deficit                                                  (10,434,387)          (8,829,715)
                                                                       ---------------      ---------------

              Total shareholders' equity                                    3,133,361              476,810
                                                                       ---------------      ---------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $    3,249,208       $    4,554,101
                                                                       ===============      ===============
</TABLE>


                          See accompanying notes to financial statements.

                                                -1-

<PAGE>

<TABLE>

                                                      ASIA WEB HOLDINGS, INC.
                                                    (FORMERLY ACUBID.COM INC.)

                                                CONDENSED STATEMENTS OF OPERATIONS

                                                FOR THE NINE AND THREE MONTHS ENDED
                                                       MAY 31, 2000 AND 1999

                                                            (UNAUDITED)
<CAPTION>

                                                                  Nine Months Ended                 Three Months Ended
                                                                       May 31,                            May 31,
                                                          --------------------------------   --------------------------------

                                                               2000              1999             2000              1999
                                                          ---------------  ---------------   ---------------  ---------------
<S>                                                       <C>              <C>               <C>              <C>
Revenues                                                  $       19,306   $           55    $        1,842   $           25
Cost of revenues (Note 1)                                        137,153           (2,325)           41,324             (796)
                                                          ---------------  ---------------   ---------------  ---------------

         Gross profit (loss)                                    (117,847)           2,380           (39,482)             821
                                                          ---------------  ---------------   ---------------  ---------------

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                        1,530,750        1,049,619           586,518        1,012,727
     Depreciation                                                 67,807              463            22,603               -
                                                          ---------------  ---------------   ---------------  ---------------

         Total operating costs and expenses                    1,598,557        1,050,082           609,171        1,012,727
                                                          ---------------  ---------------   ---------------  ---------------

         Loss from operations                                 (1,716,401)      (1,047,702)         (648,603)      (1,011,906)
                                                          ---------------  ---------------   ---------------  ---------------

Other Income
     Interest and dividend income                                  69,896               -             51,317               -
     Other investment income                                       41,836               -                 -                -
                                                          ---------------  ---------------   ---------------  ---------------

         Total other income                                       111,732               -            51,317                -
                                                          ---------------  ---------------   ---------------  ---------------

         Loss before provision for income taxes
              and extraordinary item                          (1,604,672)      (1,047,702)         (597,286)      (1,011,906)

Provision for income taxes                                             -             (800)                -                -

Extraordinary gain on settlement of debt                               -           72,745                 -           72,745
                                                          ---------------  ---------------   ---------------  ---------------

         Net loss                                             (1,604,672)        (975,757)         (597,286)        (939,161)

Distribution to converting preferred
     shareholders in form of common stock                        788,960                -                 -                -
                                                          ---------------  ---------------   ---------------  ---------------

         Net loss applicable to common
              shareholders                                $   (2,393,632)  $     (975,757)   $     (597,286)  $     (939,161)
                                                          ===============  ===============   ===============  ===============

Net loss applicable to common shares -
     basic and diluted

     Net loss                                             $        (0.34)  $        (0.29)   $        (0.07)  $        (0.19)
                                                          ===============  ===============   ===============  ===============

     Weight average number of common shares                    7,097,389        3,364,679         8,778,157        4,942,953
                                                          ===============  ===============   ===============  ===============

                                         See accompanying notes to financial statements.

                                                           -2-
</TABLE>

<PAGE>

<TABLE>

                                                      ASIA WEB HOLDINGS, INC.
                                                    (FORMERLY ACUBID.COM INC.)

                                           CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

                                              FOR THE NINE MONTHS ENDED MAY 31, 2000

                                                            (UNAUDITED)
<CAPTION>


                                                  Common Stock
                                        ---------------------------------       Additional
                                                                                  Paid-In         Accumulated
                                             Shares           Amount              Capital           Deficit            Total
                                        ---------------   ---------------     ---------------   ---------------   ---------------
<S>                                           <C>         <C>                 <C>               <C>               <C>

Balance, September 1, 1999                   5,738,151    $        5,739      $    9,300,786    $   (8,829,715)   $      476,810

Net loss for the period                              -                 -                   -        (1,604,672)       (1,604,672)

Settlement of liabilities by the
     issuance of common stock                   57,739                58              60,879                 -            60,937

Issuance of shares of common
     stock for services                         88,500                89             224,947                 -           225,036

Exercise of stock warrants                      25,000                25              11,225                 -            11,250

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

Exchange of series A preferred
     shares for common stock                 2,893,770             2,894           4,020,356                 -         4,023,250
                                        ---------------   ---------------     ---------------   ---------------   ---------------

Balance, May 31, 2000
     (Unaudited)                             8,803,160    $        8,805      $   13,558,943    $  (10,434,387)   $    3,133,361
                                        ===============   ===============     ===============   ===============   ===============

                                    See accompanying notes to financial statements.

                                                          -3-
</TABLE>

<PAGE>
<TABLE>

                                            ASIA WEB HOLDINGS, INC.
                                          (FORMERLY ACUBID.COM INC.)

                                      CONDENSED STATEMENTS OF CASH FLOWS

                                FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                                  (UNAUDITED)

<CAPTION>


                                                                           2000                 1999
                                                                      ---------------     ---------------
<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                         $   (2,393,632)     $     (975,757)
                                                                      ---------------     ---------------
     Adjustments to reconcile net loss to net cash
         provided by operating activities:
              Depreciation and amortization                                   67,807               8,051
              Shares issued for services                                       7,500             187,211
              Common shares issued as inducement
                  to preferred shareholders                                  788,960                   -
              Value of common stock and stock operations
                  issued for services                                        225,306             689,700
              Extraordinary gain on settlement of debt                             -             (72,745)
              Debt settlement expense                                              -              56,015
              Changes in assets and liabilities:
                  Inventory                                                    6,564              (1,136)
                  Prepaid expenses and other                                    (580)             (4,930)
                  Accounts payable                                           (76,187)            (35,090)
                  Accrued liabilities                                         (8,090)              7,301
                  Due from (to) related parties                                    -              18,123
                  Other                                                            -              11,540
                                                                      ---------------     ---------------

                  Total adjustments                                        1,011,280             864,040
                                                                      ---------------     ---------------

                  Net cash used in operating activities                   (1,382,352)           (111,717)
                                                                      ---------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Payments for property and equipment                                     (50,501)             (5,688)
     Increase in short-term investments                                   (2,390,402)                  -
                                                                      ---------------     ---------------

                  Cash used in investing activities                       (2,440,903)             (5,688)
                                                                      ---------------     ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock in a private placement                                   -             499,500
     Proceeds from issuance of redeemable preferred
         stock in a private placement                                        150,000                   -
     Proceeds from exercise of warrants                                       11,250             495,000
     Increase in due from affiliates                                        (270,144)                  -
                                                                      ---------------     ---------------

                  Cash provided (used) by financing activities              (108,894)            994,500
                                                                      ---------------     ---------------

NET (DECREASE) INCREASE IN CASH AND CASH
     EQUIVALENTS                                                          (3,932,149)            877,095

CASH AND CASH EQUIVALENTS - beginning                                      4,093,919               9,871
                                                                      ---------------     ---------------

CASH AND CASH EQUIVALENTS - end                                       $      161,770      $      886,966
                                                                      ===============     ===============

</TABLE>
                               See accompanying notes to financial statements.

                                                     -4-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                       CONDENSED STATEMENTS OF CASH FLOWS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999



                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION







                                                              May 31,
                                                     ---------------------------

                                                        2000             1999
                                                     ------------   ------------

Cash paid during the period for:

     Interest                                        $         -    $         -
     Income taxes                                    $         -    $         -




      SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES



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.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       DESCRIPTION OF COMPANY'S BUSINESS

       Asia Web Holdings, Inc. (formerly Acubid.Com Inc.) (the "Company") was
       formed in Canada in 1983. It was subsequently incorporated under the laws
       of the state of Delaware in September 1993.

       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. 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
       has accumulated an inventory of rare and hard to find items, which it has
       been auctioning to the public over its website. In addition, the Company
       has 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
       AcuBid.Com website.

       BUSINESS COMBINATION

       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") wherein and whereby, the Company, through
       its wholly owned subsidiary, Acubid Acquisition Corp., was to purchase
       90% of the issued and outstanding shares of JDI in exchange for
       44,000,000 shares of the Registrant's Common Stock.

       The Agreement also provided that Seller 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 Registrant's Common
       Stock in exchange for a $10,000,000 capital infusion in the Registrant.
       It was contemplated that this Private Placement would close
       simultaneously with the closing under the Agreement and after the Company
       receives appropriate investment representations from Zilkha.


                                      -6-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       BUSINESS COMBINATION (CONTINUED)

       Pursuant to a Sale and Purchase Agreement dated June 12, 2000, between
       Adisatrya Suryo Sulisto and Alanberg Pte. Ltd., a Singapore corporation,
       ("Alanberg" or "Seller"), Alanberg assumed all of the duties, rights and
       obligations of Sulisto under the Amended and Restated Stock Purchase
       Agreement.

       By June 19, 2000, all required Indonesian regulatory approval and all
       conditions precedent had been fulfilled and the transaction closed on
       that date. At the closing, the Company delivered to Alanberg certificates
       representing 44,000,000 shares of the Registrant's Common Stock in
       exchange for 180,000,000 shares or 90% of the issued and outstanding
       shares of JDI's stock. No other consideration was paid for 90% of the
       issued and outstanding shares of JDI stock.

       BASIS OF PRESENTATION

       In the opinion of the Company, the accompanying unaudited condensed
       financial statements contain all adjustments (consisting of only normal
       recurring adjustments, except as noted elsewhere in the notes to the
       condensed financial statements) necessary to present fairly its financial
       position as of May 31, 2000 and the results of its operations for the
       three and nine months ended May 31, 2000 and 1999. 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,
       1999. The results of operations for the three and nine months ended May
       31, 2000 are not necessarily indicative of the results to be expected for
       the full year.

       REVENUE RECOGNITION

       Revenues derived from placement fees charged for the listing of items on
       the Company's on-line auction site are recognized at the time an item is
       listed, while those related to success fees are recognized at the time
       the auction is successfully concluded.

       PRODUCT DEVELOPMENT COSTS

       Product development costs include expenses incurred by the Company to
       develop, enhance, manage, monitor and operate the Company's website.
       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 May 31, 2000, cash balances in
       excess of federally insured limits amounted to approximately $75,000.


                                      -7-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       MARKETABLE SECURITIES

       Approximately $2,300,000 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. Net
       unrealized holding gains of approximately $47,363 have been included in
       results of operations for the nine months ended May 31, 2000. All
       investment securities have a maturity date which is less than one year
       from May 31, 2000.

       INVENTORY

       Inventory, consisting of sports memorabilia and other collectibles is
       stated at the lower of cost or market. Inventory cost is determined by
       using the first-in, first-out method. Substantially all inventory
       consists of goods held for sale. The Company's management monitors
       inventory for slow moving items and makes necessary valuation adjustments
       when required. During the nine and three months ended May 31, 2000, the
       Company recorded valuation adjustments of approximately $123,000 with
       respect to such items.

       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.

       IMPAIRMENT OF LONG-LIVED ASSETS

       The Company evaluates its long-lived assets for potential impairment
       whenever circum-stances indicate that the carrying amount of an asset is
       not recoverable. The estimated undiscounted cash flows associated with
       the assets are compared to the carrying amounts to determine if a
       write-down to fair value is required. The Company has determined that
       there was no such impairment present at May 31, 2000.

       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.


                                      -8-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       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.

       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.

       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.


                                      -9-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (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

       The Company adopted the Financial Accounting Standards Board SFAS No.
       128, EARNINGS PER SHARE. This pronouncement replaced the previously
       reported primary and fully dilutive earnings per share with basic and
       diluted earnings per share. Loss per common share has been calculated in
       accordance with the requirements of this statement for the nine and three
       month periods May 31, 2000 and 1999.

       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.

       ADVERTISING COSTS

       Advertising costs are charged to operations as they are incurred.

2.     SALE OF PREFERRED STOCK IN JUNE 2000

       The Company's Articles of Incorporation authorize the issuance of
       10,000,000 shares of preferred stock, $0.001 par value. The Company's
       Board of Directors has authority, without action by the shareholders, to
       issue all or any portion of the authorized but unissued preferred stock
       in one or more series and to determine the voting rights, preferences as
       to dividends and liquidation, conversion rights, and other rights of such
       series. 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 Registrant, 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 Registrant sells common stock at a more
       advantageous price than two dollars per share within ten years of the
       issuance of the preferred shares.


                                      -10-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



2.     SALE OF PREFERRED STOCK IN JUNE 2000 (CONTINUED)

       On June 20, 2000, the Company and Alanberg entered into Amendment No. 1
       to the Amended and Restated Stock Purchase Agreement ("Amendment No. 1")
       which amended the provisions of Article III of the Agreement. Amendment
       No. 1 provided that Seller was to arrange for Zilkha to purchase
       1,000,000 shares of Registrants Series B Preferred Stock (convertible
       into 5,000,000 common shares) at $10.00 per share (the "Preferred
       Shares"). Amendment No. 1 also provided for Zilkha to receive a warrant
       to purchase an additional 5,000,000 shares of common stock exercisable at
       $2.00 per share for the first three years after the closing of the
       transaction and $4.00 per share for an additional two years thereafter.
       Additionally, Zilkha received a second warrant to purchase an additional
       2,000,000 shares of common stock exercisable at $5.00 per share for five
       years after the closing of the transaction.

       On June 23, 2000, the Company closed the private placement transaction
       with Zilkha, issuing 1,000,000 shares of Series B Preferred Stock and the
       two warrants described above, in exchange for $10,000,000.

3.     OTHER AGREEMENTS

       An agreement between William Millard and the Company was entered into on
       June 14, 2000. In return for his serving as a Director of Asia Web
       Holdings, Inc. for the next five years, Mr. Millard was granted options
       to purchase 500,000 shares of common stock. These options are
       non-qualified options and vest at a rate of 100,000 per year, the first
       vesting commenced immediately with the signing of the agreement. The
       exercise price for the options is $2.00 per share.

       A services agreement between Tjahjono Soerjodibroto and Asia Web Holding,
       Inc. was entered into on June 28, 2000. The services agreement, granted
       Mr. Soerjodibroto options to purchase 150,000 shares of common stock.
       These options are non-qualified options and vest at a rate of 30,000 per
       year, the first vesting commencing at the end of the first year of
       service. The exercise price for the options is $2.00 per share.

       An employment agreement between Michael Schaffer and the Comapny was
       entered into on June 1, 2000. In the employment agreement, Mr. Schaffer
       was granted options to purchase 500,000 shares of common stock. Of those
       500,000 options, 300,000 are non-qualified options and subject to the
       terms of a Stock Option Agreement also executed on June 1, 2000. The
       remaining 200,000 options are incentive equity options and subject to the
       terms of the Company's Incentive Equity Plan. The non-qualified options
       vest at a rate of 150,000 per year, the first vesting commenced
       immediately with the signing of the employment agreement. The exercise
       price for the non-qualified options is $2.50 per share. The incentive
       equity options vest at a rate of 40,000 per year, the first vesting
       commenced immediately with the signing of the employment agreement. The
       exercise price for the incentive equity options is $2.50 per share.


                                      -11-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



3.     OTHER AGREEMENTS (CONTINUED)

       An employment agreement between Waddy Stephenson and the Company was
       entered into on June 1, 2000. In the employment agreement, Mr. Stephenson
       was granted options to purchase 100,000 shares of common stock. These
       options are incentive equity options, subject to the terms of the
       Company's Incentive Equity Plan, and vest at a rate of 40,000 per year,
       the first vesting commenced immediately with the signing of the
       employment agreement. The exercise price for the options is $2.50 per
       share.

       An agreement between Terry Giles and the Company was entered into on June
       14, 2000. In return for his serving as a Director of Asia Web Holdings,
       Inc. for the next five years, Mr. Giles was granted options to purchase
       500,000 shares of common stock. These options are non-qualified options
       and vest at a rate of 100,000 per year, the first vesting commenced
       immediately with the signing of the agreement. The exercise price for the
       options is $2.00 per share.

4.     Private Placement of 6% Cumulative Convertible Redeemable
       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 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 shares
       thereafter. No preferred shares could utilize the conversion feature
       until six months after the offering had been concluded. The warrants to
       purchase common shares are 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 nine months ended
       May 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.

       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 May 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
       accounting purposes, these shares have been recorded as a distribution to
       the preferred shareholders (net of accrual dividends due the preferred
       shareholders which were cancelled in connection with exchange offer).


                                      -12-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



5.     STOCKHOLDERS' EQUITY

       COMMON SHARES ISSUED FOR SERVICES AND SETTLEMENT OF DEBT

       During the nine months ended May 31, 2000, the Company issued 88,500
       shares of its common stock for services provided to the Company. The
       shares were valued at the market value of the Company's common stock on
       the date that they were issued.

       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.

       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 and expired in
       November 1999.

       The Company issued 1,975,000 common stock purchase warrants in connection
       with the issuance of its 6% convertible redeemable preferred stock (Note
       2). The warrants, which expire five years from the date of the preferred
       stock offering, can be exercised commencing six months after the offering
       for a period of twelve months for $2.00 per share. Thereafter, until they
       expire, the warrants can be exercised for $3.00 per share.

       The following summarizes information about warrants granted and
       outstanding at May 31, 2000 and 1999, and changes during the each of the
       related nine month periods.

<TABLE>
<CAPTION>
                                                                Nine Months Ended
                                                                      May 31,
                                        ------------------------------------------------------------------
                                                      2000                              1999
                                        --------------------------------  --------------------------------
                                                             Weighted                          Weighted
                                                             Average                           Average
                                                             Exercise                          Exercise
                                            Warrants          Price           Warrants          Price
                                        ---------------  ---------------  ---------------  ---------------
       <S>                                   <C>         <C>                     <C>       <C>
       Outstanding,
           beginning of period               1,935,000   $         1.97          100,000   $         1.18
                Granted                         75,000             2.00           87,500             0.56
                Exercised                            -                -                -                -
                Cancelled/expired              (35,000)               -                -                -
                                        ---------------  ---------------  ---------------  ---------------

       Outstanding, end of period            1,975,000   $         2.00          187,500   $         0.89
                                        ===============  ===============  ===============  ===============
</TABLE>


                                      -13-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



6.     STOCK OPTIONS AND INCENTIVE EQUITY PLANS

       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 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. As of August 31, 1999,
       100,000 options had been exercised. No options were exercised during the
       nine months ended May 31, 2000.

       The following summarizes information about stock options granted and
       outstanding at May 31, 2000 and 1999, and changes during each of the
       related nine month periods.

<TABLE>
<CAPTION>
                                                                Nine Months Ended
                                                                      May 31,
                                        ------------------------------------------------------------------
                                                      2000                              1999
                                        --------------------------------  --------------------------------
                                                             Weighted                          Weighted
                                                             Average                           Average
                                                             Exercise                          Exercise
                                             Options          Price            Options          Price
                                        ---------------  ---------------  ---------------  ---------------
       <S>                                     <C>       <C>                           <C> <C>
       Outstanding,
           beginning of period                 635,000   $          .75                -   $            -
                Granted                         50,000             1.44                -                -
                Exercised                      (25,000)             .50                -                -
                Cancelled/expired              (90,000)            2.51                -                -
                                        ---------------  ---------------  ---------------  ---------------

       Outstanding, end of period              570,000   $         0.55                -   $            -
                                        ===============  ===============  ===============  ===============
</TABLE>

       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 the Committee to receive benefits under the Incentive Plan.

       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. As of May 31, 2000, no options
       have been granted pursuant to the incentive equity plans.


                                      -14-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



6.     STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)

       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 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.

       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.


                                      -15-
<PAGE>

                             ASIA WEB HOLDINGS, INC.
                           (FORMERLY ACUBID.COM INC.)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                 FOR THE NINE MONTHS ENDED MAY 31, 2000 AND 1999

                                   (UNAUDITED)



6.     STOCK OPTIONS AND INCENTIVE EQUITY PLANS (CONTINUED)

       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 ("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 Director 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.


                                      -16-
<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.

Plan of Operation: Overview

During the quarter ending May 31, 2000, the Company remained an online auction
house and received shareholder approval during the quarter to acquire PT Jaring
Data Interaktif ("JDI"), an Indonesian Internet Service and Content Provider.
This acquisition, completed on June 19, 2000, marked a significant change in the
Company's direction. Prior to the acquisition, the Company's focus had been on
expanding its market share of the Internet auction business, directly competing
with eBay, Yahoo, and Amazon.com. Although the Company still plans to continue
its auction site after the acquisition, its business model has changed so that
its revenue is not completely dependant on its ability to compete with the large
auction sites. The current model of the Company can be summarized as follows:

(a) To 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 is expected that the acquisitions
themselves will be profitable, or stand a strong probability of becoming
profitable, through some combination of Internet subscriber premium service, web
hosting fees, and web development fees, as well as through advertising revenue.
These acquisitions and strategic alliances are collectively referred to as
"partners."

(b)     To provide managerial and technical support to its partners increasing
their ability to compete in regional and international markets.

(c)     To utilize these new markets to increase the traffic to the Company's
online auction site as well as other developed e-commerce and information sites.

(d)     To utilize the technical staff maintained by its partners to provide
cost effective Internet solutions to businesses worldwide.

                                      -17-
<PAGE>

It is believed that through a combination of the above services that the Company
can become profitable.


PT JARING DATA INTERAKTIF

                   On January 24, 2000, the Company entered into a Memorandum of
Understanding with JDI an Indonesian corporation, to acquire 90% of JDI in
exchange for up to 44 million shares of the Company's Common Stock.
Subsequently, a formal Stock Purchase Agreement was signed on March 13, 2000 and
amended on March 24, 2000. Shareholder approval of the acquisition was obtained
at the annual shareholder meeting held on May 22, 2000 and the acquisition was
completed on June 19, 2000.

                   The Amended and Restated Stock Purchase Agreement signed on
March 24, 2000 was amended once again on June 20, 2000 changing some and
clarifying other terms of a private placement that was contemplated in the
earlier agreement. The private placement of 1,000,000 shares of Series B
Preferred Stock at $10.00 per share ($10,000,000) (the "Private Placement") was
complete on June 23, 2000.

                   JDI, together with its subsidiary PT Media Lintas Antarbuana,
operates as an Indonesian Internet Service and Content Provider that aims to be
a leader in the Internet industry throughout Indonesia and ultimately Southeast
Asia, providing users and customers a comprehensive suite of services including
quality Internet access, multimedia content production and deployment, website
design and development, e-commerce solutions, as well as Internet hosting and
server co-location.

                   Although the acquisition of JDI was not completed until after
the end of the quarter, since the completing acquisition was the most
significant task of the quarter, a short summary of its operations during the
quarter is provided.

                   Between February 2000 and June 2000, JDI signed up
approximately 8000 dial-up Internet subscribers. Beginning in August 2000, JDI
plans to charge these subscribers approximately $10.00 per month. JDI is
presently developing a plan to offer wireless broadband Internet access in
addition to this traditional dial-up access.

                   During the quarter, JDI continued the development of an
Indonesian Internet portal. This portal provides JDI subscribers a wide range of
information and Internet services, including: web based email, message boards,
online facsimiles, news and other information sources (e.g., health, lifestyle,
finance, government and social issues, horoscopes). Additional services, such as
chat rooms, customization, web hosting, web-based file storage, and search
engines are also being developed. Additionally, JDI has been developing and
hosting web sites for several other Indonesian businesses.

                                      -18-
<PAGE>

                   After the completion of the JDI acquisition and the Private
Placement, the Company is now poised to develop and expand the business of JDI.
The proceeds from the Private Placement are specifically earmarked for that
purpose. The Company, along with its subsidiary JDI, is presently developing a
business plan for JDI to determine the best course of action in expanding its
business. Although the details of this business plan are not yet final, they
focus on the following issues:

(a)     Expansion of JDI's Internet access services to include wider access of
services within Indonesia and also to include a better class of services through
wireless broadband.

(b)     To expand the wide range of content available on the Internet portal.

(c)     To market the Internet services provided by JDI.


ONLINE AUCTION HOUSE AND OTHER E-COMMERCE SOLUTIONS

                   The Company's online auction house competes for a share of
the online auction business dominated presently by eBay, Amazon.com and Yahoo.
To date, the Company's revenues have been derived from listing fees, commissions
received from the sale of items on its site and sales of items for its own
account. None of these revenues have been significant.

                   Ultimately, for the Company's Consumer-to-Consumer online
auction house to be successful, the Company would have to generate enough
traffic to its site to convince potential sellers that hosting their auction on
the Company's auction site would bring in the best price for the item being
auctioned. This provides a significant barrier for new online auction houses to
compete with eBay, the largest of the online auction houses. Amazon.com and
Yahoo have had some success because those sites had an existing consumer base
that could be directed to the online auction house section of the site.

                   In this quarter, the Company has neither made attempt to
expand its auction site nor any attempt to increase the traffic to its auction
site. Instead the Company has been focusing its efforts into completing the
acquisition of JDI and the concomitant change in business direction into what
the Company believes to be a more profitable direction. With the completion of
that transaction, the Company plans to explore different avenues that could
transition its auction site into a profitable endeavor. Any such transition
would involve advantages (e.g., advertising, web site development, web site
linking) that could be derived from its newly acquired partners. It should be
noted that any expansion to the Company's own web site will remain secondary to
the development of JDI for the next six months.

                                      -19-
<PAGE>

                   In relation to the Company's own web site, the Company has
incurred no research and development costs in the three months ending May 31,
2000 with the exception of salaries for a technical staff of two. In addition to
maintaining the web site, the technical staff also spent time in Indonesia
supporting JDI. Additionally, an outside consultant was hired for a month to
provide technical support to JDI. The Company does not expect that the technical
staff required to support its web site will change over the next twelve months,
but it is expected that additional research and development costs related to
technical support provided to JDI will be incurred. The level of effort expected
for this additional support is a possible increase in the Company's technical
staff by one or two persons.

                   To support its own web site, the company will require no
additional equipment to meet user demand at foreseeable levels of operation. At
some point, additional servers and equipment will be required.

                   At present levels of operation, management does not believe
that the number of key employees working directly for the Company will change
significantly within the next twelve months.

RESULTS OF OPERATIONS

                   Results of Operations- for the Nine and Three Months Ended
                   ----------------------------------------------------------
May 31, 2000 Compared to the Nine and Three Months Ended May 31, 1999:
----------------------------------------------------------------------



                   Revenues
                   --------


                   Auctions were commenced in August of 1999 and in the three
and the nine months ended May 31, 2000, $1,842 and $19,306, respectively, of
revenue was derived from these operations. There were no significant revenues in
the Three and Nine Month Period ended February 28, 1999. The Company expects
that no significant changes the Company's online auction house nor its revenues
from that site will occur in the next quarter. The Company plans to maintain the
online auction house at its present level until it determines how the site fits
within its new business direction.

                   Operating Costs and Expenses:

                     Selling General and Administrative, Excluding Depreciation-

                   Selling, general and administrative costs and expenses,
excluding depreciation were $573,196 and $1,530,750, respectively, in the three
months and nine months ended May 31, 2000 compared to $1,012,727 and $1,049,619,
respectively in the three and nine months ended May 31, 1999. Thus, selling,
general, and administration costs decreased by $439,531 and increased by

                                      -20-
<PAGE>

$490,131 for the three months and nine months ended May 31,2000 as compared to
the three and nine months ended May 31, 1999, respectively. The primary factors
related to the higher costs were costs associated with the technical development
of the Company's Web site, increased salaries, rent for larger facilities,
increased marketing and increases in all other administrative costs, such as
phone, postage, mail and other items, including the items discussed below.

                  Common Stock issued and Stock Options Granted as Compensation,
                       Included in Selling, General and Administrative Expenses.

                   Common Stock and Stock Options were granted to officers,
directors, and consultants in the three and nine months ended May 31, 2000 and
1999. The Company accounted for options granted in accordance with SFAS No. 123
and APB No. 25, as appropriate. Charges related to the stock issuances and
options granted were nil and $232,000 during the three and nine months ended May
31, 2000 and $877,000 during the three and nine months ended May 31, 1999..

                   Depreciation Expense-

                   Depreciation expense was $ 22,603 and $67,807 in the three
and nine months ended May 31, 2000, respectively, as compared to the three and
nine months ended May 31, 1999. Accordingly, depreciation expense increased by
$67,344 and $22,609 during the nine and three month periods ended May 31, 2000
as compared to the relevant 1999 periods. The increases are as a result of
depreciation related to the Company's acquisition of equipment related to the
development of its web site.

                   Investment Income-

                   Investment income the three and nine months ended May 31,
2000 in the amount of $51,317 and $111,732 was derived from interest earned on
bank deposits and earnings on short term investments. Such amounts for the
comparable 1999 period were nil. The Company derived most of the investment
income in 2000 due to its investment in high yield funds.

                   LIQUIDITY AND CAPITAL RESOURCES: Prior to May 31, 2000, the
Company had raised $5,025,471 since the change in business direction in February
1999. The Company's balance sheet at May 31, 2000 reflects cash of approximately
$161,670, marketable securities of approximately $2,390,402 and other current
receivables from related parties in the amount of $270,144.

                   Cash on the balance sheet declined by approximately
$3,932,000 during the nine months ended May 31, 2000 due, in part, to
redeployment into short term investments. Cash used in operating activities
amounted to approximately $1,369,000 during this period. Cash was used to fund
the Company's net loss for the period, partially offset by operating charges not
requiring the use of cash, including charges related to the issuance of shares

                                      -21-
<PAGE>

of common stock for services received and depreciation. Increasing the use of
cash in the period were reductions in accounts payable and accrued expenses,
offset partially by decreases in inventory and prepaid expenses.

                   Financing activities utilized $109,000 during the nine months
ended May 31, 2000 as the Company completed and received the final proceeds
related to the issuance of its Series A preferred stock in September 1999,
offset by advances to our new subsidiary.

                   Investing activities used $2,441,000 as the Company sought to
increase the investment yield of its excess funds by investing such amounts in
higher yielding bond funds.

                   Without regard to the JDI acquisition, discussed above, and
only as to the Company as it is presently operating, at current operating rates
the Company believes that it can satisfy its cash requirements over the next
twelve months without the use of the $10,000,000 raised in the Private
Placement. However, the Company's longer term capital requirements beyond the
next 12 months will depend on many factors, including, but not limited to, the
rate of market acceptance of the Company's services, the Company's ability to
develop, maintain and expand its user base, the level of resources required to
expand the Company's business model and other factors, some of which may be
beyond the Company's control.

                   With respect to the JDI acquisition, the Company raised
$10,000,000 through the Private Placement, to fund the operation and expansion
of JDI's business. The Company is presently evaluating JDI's operations and
expansion plans to determine the best use of the proceeds from the Private
Placement and to determine JDI's capital requirements over the next 12 months.

                   YEAR 2000 ISSUES Many current installed computer systems and
software products are coded to accept only two digit entries in the date code
field and cannot reliably distinguish dates beginning on January 1, 2000 from
dated prior to the year 2000. Many companies' software and computer systems may
need to be upgrade or replaced in order to correctly process dates beginning in
2000 and to comply with the "Year 2000" requirements. The Company has reviewed
its internal programs and has determined that there are no significant Year 2000
issues within the Company's systems or services. However, the Company utilizes
third-party equipment and software that may not be Year 2000 compliant although
the Company believes that the third-party systems that are material to its
business are Year 2000 compliant based on representations made by these
suppliers. Failure of such third-party equipment or software to process properly
dates to the year 2000 and thereafter could require the Company to incur
unanticipated expenses to remedy any problems, which could have a materially
adverse effect on the Company's business, results of operations and financial
condition.

PART II

                                      -22-
<PAGE>

ITEM 1.            LEGAL PROCEEDINGS.

                   As of the date of this filing, there are no material legal
proceedings pending, other than the matter of KURT BEVAQUA VS. ACUBID.COM, INC.,
San Diego Superior Court Case No. 744718, previously reported in the Company's
report on Form 10-Q file April 13, 2000.


ITEM 2.            CHANGES IN SECURITIES.


                   (a)     Not Applicable.

                   (b)     The Company's Articles of Incorporation authorize the
issuance of 10,000,000 shares of preferred stock, $0.001 par value. The
Company's Board of Directors has authority, without action by the shareholders,
to issue all or any portion of the authorized but unissued preferred stock in
one or more series and to determine the voting rights, preferences as to
dividends and liquidation, conversion rights, and other rights of such series.
On June 20, 2000, Registrant 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
Registrant, 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 Registrant sells Common Stock at a
more advantageous price than Two Dollars per share within ten years of the
issuance of the Preferred Shares.

                   On June 23, 2000, the Company closed the Private Placement
transaction with the Selim Zilkha Trust in exchange for $10,000,000, issuing
1,000,000 shares of Series B Preferred Stock and the two warrants to purchase an
additional 7,000,000 shares of common stock above for a minimum of an additional
$20,000,000.

                  (c)     During the three month period ending May 31, 2000,
the Company has sold the following securities without registering them under the
Securities Act of 1933 (the "Securities Act"):

                           None (1)

(1)     The following transactions occurred after the close of the three month
        period ending May 31, 2000 and are being reported as subsequent events:

                                      -23-
<PAGE>

                   On March 13, 2000, the Registrant 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") wherein and whereby, the Registrant, through its wholly owned
subsidiary, Acubid Acquisition Corp., was to purchase 90% of the issued and
outstanding shares of JDI in exchange for 44,000,000 shares of the Registrant's
Common Stock. The Stock Purchase Agreement also contemplated that an additional
5,000,000 shares of the Registrant's common stock would be issued to the Seller
in the event that the Seller raised an additional $10,000,000 in capital for the
Registrant.

                   On March 24, 2000, Registrant entered into an Amended and
Restated Stock Purchase Agreement (the "Agreement") which replaced the Stock
Purchase Agreement executed March 13, 2000. This Agreement did not differ
significantly from the March 13, 2000 Stock Purchase Agreement and essentially
clarified certain terms of the original agreement and expanded the
representations and warranties made by the Registrant and Seller. Again, in this
Agreement, the Registrant, through its wholly owned subsidiary, Acubid
Acquisition Corp., was to purchase 90% of the issued and outstanding shares of
JDI from Seller in exchange for 44,000,000 shares of the Registrant's common
stock.

                   The Agreement also provided that Seller 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 Registrant's Common Stock
in exchange for a $10,000,000 capital infusion in the Registrant. It was
contemplated that this Private Placement would close simultaneously with the
closing under the Agreement and after Registrant receives appropriate investment
representations from Zilkha.

                   Pursuant to a Sale and Purchase Agreement dated June 12,
2000, between Adisatrya Suryo Sulisto and Alanberg Pte. Ltd., a Singapore
corporation, ("Alanberg" or "Seller"), Alanberg assumed all of the duties,
rights and obligations of Sulisto under the Amended and Restated Stock Purchase
Agreement.

                   By June 19, 2000, all required Indonesian regulatory approval
and all conditions precedent had been fulfilled and the Transaction closed on
that date. At the closing, Registrant delivered to Alanberg certificates
representing 44,000,000 shares of the Registrant's Common Stock in exchange for
180,000,000 shares or 90% of the issued and outstanding shares of JDI's stock.
No other consideration was paid for 90% of the issued and outstanding shares of
JDI stock.

                   On June 20, 2000, Registrant and Alanberg entered into
Amendment No. 1 to the Amended and Restated Stock Purchase Agreement ("Amendment
No. 1") amended the provisions of Article III of the Agreement. Amendment No. 1
provided that Seller was to arrange for Zilkha to purchase 1,000,000 shares of
Registrants Series B Preferred Stock (convertible into 5,000,000 common shares)
at $10.00 per share (the "Preferred Shares"). Amendment No. 1 also provided that

                                      -24-
<PAGE>

Zilkha was to receive a Warrant to purchase an additional 5,000,000 shares of
Common Stock exercisable at $2.00 per share for the first three years after the
closing of the Transaction and $4.00 per share for an additional two years
thereafter. Additionally, Zilkha was to receive a second warrant to purchase an
additional 2,000,000 shares of Common Stock exercisable at $5.00 per share for
five years after the closing of the Transaction.

                   On June 23, 2000, the Company closed the Private Placement
transaction with Zilkha, issuing 1,000,000 shares of Series B Preferred Stock
and the two warrants described above, in exchange for $10,000,000.

                   An employment agreement between Michael Schaffer and the
Registrant was entered into on June 1, 2000. In the employment agreement, Mr.
Schaffer was granted options to purchase 500,000 shares of common stock. Of
those 500,000 options, 300,000 are non-qualified options and subject to the
terms of a Stock Option Agreement also executed on June 1, 2000. The remaining
200,000 options are incentive equity options and subject to the terms of the
Company's Incentive Equity Plan. The non-qualified options vest at a rate of
150,000 per year, the first vesting commenced immediately with the signing of
the employment agreement. The exercise price for the non-qualified options is
$2.50 per share. The incentive equity options vest at a rate of 40,000 per year,
the first vesting commenced immediately with the signing of the employment
agreement. The exercise price for the incentive equity options is $2.50 per
share.

                   An employment agreement between Waddy Stephenson and the
Registrant was entered into on June 1, 2000. In the employment agreement, Mr.
Stephenson was granted options to purchase 100,000 shares of common stock. These
options are incentive equity options, subject to the terms of the Company's
Incentive Equity Plan, and vest at a rate of 40,000 per year, the first vesting
commenced immediately with the signing of the employment agreement. The exercise
price for the options is $2.50 per share.

                   An agreement between Terry Giles and the Registrant was
entered into on June 14, 2000. In return for his serving as a Director of Asia
Web Holdings, Inc. for the next five years, Mr. Giles was granted options to
purchase 500,000 shares of common stock. These options are non-qualified options
and vest at a rate of 100,000 per year, the first vesting commenced immediately
with the signing of the agreement. The exercise price for the options is $2.00
per share.

                   An agreement between William Millard and the Registrant was
entered into on June 14, 2000. In return for his serving as a Director of Asia
Web Holdings, Inc. for the next five years, Mr. Millard was granted options to
purchase 500,000 shares of common stock. These options are non-qualified options
and vest at a rate of 100,000 per year, the first vesting commenced immediately
with the signing of the agreement. The exercise price for the options is $2.00
per share.

                                      -25-
<PAGE>

                   A services agreement between Tjahjono Soerjodibroto and Asia
Web Holdings, Inc. was entered into on June 28, 2000. The services agreement,
granted Mr. Soerjodibroto options to purchase 150,000 shares of common stock.
These options are non-qualified options and vest at a rate of 30,000 per year,
the first vesting commencing at the end of the first year of service. The
exercise price for the options is $2.00 per share.

                   The securities discussed in this section were valued at fair
market which was determined by the trading value of the company stock on or
about the date the agreements were entered into, not the dates of issuance. The
securities discussed in this section were deemed exempt pursuant to Section 4(2)
of the Securities Act of 1933.

                   (d)     Not applicable.

ITEM 3.            DEFAULTS UPON SENIOR SECURITIES.

                   Not applicable.

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

                   (a)     The Annual Meeting of Stockholders was held on
                           May 22, 2000.

                   (b)     The following directors were elected at the meeting:
                           Michael Schaffer; Waddy Stephenson; Tjahjono
                           Soerjodibroto; William Millard; Terry Giles; Raj
                           Singam; Gordon Holterman; and, Bosko Djordjevic. With
                           the exception of Michael Schaffer and Waddy
                           Stephenson who were continuing as directors, the
                           election of all other directors was contingent on the
                           closing of the transaction described in (c)(1) below.
                           Until that transaction closed on June 19, 2000,
                           Lawrence Schaffer continued as a member of the Board
                           of Directors.

                   (c)     The following matters were voted on at the meeting:


                           (1)      Approval and adoption of the Amended and
                                    Restated Stock Purchase Agreement, dated as
                                    of March 24, 1999 (the "Agreement"), by and
                                    among Acubid, Acubid Acquisition Corporation
                                    ("Acquisition Corp."), PT Jaring Data
                                    Interaktif ("JDI") and Adisatrya Suryo
                                    Sulisto ("Sulisto") or his assignee pursuant
                                    to which Acubid, through Acquisition Corp.,
                                    would purchase 90% of the issued and
                                    outstanding shares of JDI from Sulisto in
                                    exchange for 44,000,000 shares of Acubid
                                    common stock, par value $.001 per share (the
                                    "Common Stock")This agreement also
                                    contemplated that at the time of the
                                    Acquisition, Selim K. Zilkha Trust
                                    ("Zilkha") who had indicated an interest in
                                    acquiring shares of the Registrant if the

                                      -26-
<PAGE>

                                    Acquisition is completed, would purchase
                                    5,000,000 shares of Common Stock at $2.00
                                    per share for an aggregate purchase price of
                                    $10,000,000.

VOTES CAST:
         FOR               AGAINST            ABSTAIN           BROKER NON-VOTES
         ---               -------            -------           ----------------

         5,186,741         4,450              4,110             2,657,328
         66.1%    *        0.1%    *          0.1%    *         33.8%    *


                           (2)      Approval and adoption of amendments to the
                                    Company's Certificate of Incorporation to
                                    increase the number of authorized shares of
                                    Common Stock from 50,000,000 to 100,000,000
                                    shares and change the name of the Company to
                                    Asia Web Holdings, Inc.;
VOTES CAST:
         FOR               AGAINST            ABSTAIN           BROKER NON-VOTES
         ---               -------            -------           ----------------
         7,838,769         9,160              4,700             None
         99.8%    *        0.1%     *         0.05%    *        0.0%    *


                           (3)      The election of the Michael Schaffer; Waddy
                                    Stephenson; Tjahjono Soerjodibroto; William
                                    Millard;  Terry Giles;  Raj Singam; Gordon
                                    Holterman; and, Bosko Djordjevic to the
                                    Board of Director for a term of one year and
                                    effective upon Closing;

<TABLE>
<CAPTION>
VOTES CAST:
NOMINEE                    FOR(%) *                WITHHELD(%)*       BROKER NON-VOTES(%)*
-------                    --------                ------------       --------------------

<S>                        <C>                     <C>                <C>
Michael Schaffer           7,848,149 (99.9%)       950 (0.0%)         0 (0.0%)
Waddy Stephenson           7,848,149 (99.9%)        50 (0.0%)         0 (0.0%)
Gordon C. Holterman        7,848,149 (99.9%)        50 (0.0%)         0 (0.0%)
Terry Giles                7,848,149 (99.9%)        50 (0.0%)         0 (0.0%)
Raj Singam                 7,848,149 (99.9%)        50 (0.0%)         0 (0.0%)
Tjahjono Soerjodibroto     7,848,149 (99.9%)       100 (0.0%)         0 (0.0%)
Bosko Djordjevic           7,848,149 (99.9%)        50 (0.0%)         0 (0.0%)

William H. Millard         7,848,149 (99.9%)        50 (0.0%)         0 (0.0%)
</TABLE>

                                      -27-
<PAGE>

                           (4)      Approval and adoption of the 1999 Incentive
                                    Equity Plan;

VOTES CAST:
         FOR               AGAINST            ABSTAIN           BROKER NON-VOTES
         ---               -------            -------           ----------------
         5,135,524         25,927             33,840            2,657,328
         65.4%    *        0.3%    *          0.4%    *         33.8%    *

                           (5)      Approval and adoption of the 1999 Stock
                                    Option Plan for Non-Employee Directors;

VOTES CAST:
         FOR               AGAINST            ABSTAIN           BROKER NON-VOTES
         ---               -------            -------           ----------------
         5,132,204         27,407             35,690            2,657,328
         65.4%    *        0.3%    *          0.5%    *         33.8%    *

                           (6)      The ratification of  the appointment of
                                    Israeloff, Traattner & Co., P.C. as the
                                    Registrants independent auditors for the
                                    fiscal year ending August 31, 2000.

VOTES CAST:
         FOR               AGAINST            ABSTAIN           BROKER NON-VOTES
         ---               -------            -------           ----------------
         7,831,309         4,020              17,300            0
         99.7%    *        0.1%    *          0.2%    *         0.0%    *

* Represents the percentage of all stockholder present at the meeting and voting
by proxy.


                   (d)     Not applicable.

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

                                      -28-
<PAGE>

                           (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)

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)

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

10.2                       Stock Option Agreement with Michael Schaffer dated
                           June 1, 2000 (Filed with Form 8-K on July 5, 2000)

10.3                       Employment Agreement with Waddy Stephenson 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

                                      -29-
<PAGE>

                           between Adisatrya Suryo Sulisto and Alanberg Pte Ltd,
                           a Singapore Corporation  (Filed with Form 8-K on
                           July 5, 2000)

27                         Financial Data Schedule

                   (b)     There were no reports filed on Form 8-K for the
                           period ending May 31, 2000



                                   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.



July 13, 2000                                       /s/   Lawrence Schaffer
                                                    ----------------------------
                                                    By: Lawrence Schaffer
                                                    Its: Chief Financial Officer



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

                                      -30-