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 November 30, 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)


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



                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number os shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,790,408 (1)

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

(1) The Registrant has taken the position that the acquisition of PT Jaring Data
Interaktif was void AB INITIO and that the 44,000,000 shares issued to Alanberg
Pte should be canceled for failure of consideration.

Taking into account the Alanberg shares and assuming no additional stock was
issued, there would be 52,790,408 shares outstanding.

                                       -i-
<PAGE>

                                ACUBID.COM, INC.

                                   FORM 10-QSB

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

PART I            FINANCIAL INFORMATION

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

         Balance Sheet as of November 30, 2000 (unaudited)
                            and August 31, 2000............................... 2

         Statements of Operations for the Three Months Ended
                           November 30, 2000 and 1999 (Unaudited)............. 3

         Statements of Shareholders' Equity for the Nine Months
                           Ended November 30, 2000 and 1999 (Unaudited).......

         Statements of Cash Flows for the Nine  Months Ended
                           November 30, 2000 and 1999 (Unaudited)............. 4

         Notes to the Financial Statements (Unaudited)........................ 5

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

PART II           OTHER INFORMATION

1.       Legal Proceedings....................................................18

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

3.       Defaults Upon Senior Securities......................................24

4.       Submission of Matters to a Vote of Security Holders..................24

5.       Other Information....................................................24

6.       Exhibits and Reports on Form 8-K.....................................24

SIGNATURES....................................................................27

                                      -ii-
<PAGE>

PART I FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


<PAGE>

                             ASIA WEB HOLDINGS, INC.

                              FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999

                                   (UNAUDITED)



<PAGE>

                                    CONTENTS




                                                                       Page
                                                                       ----

FINANCIAL STATEMENTS (UNAUDITED)

     Balance Sheet - November 30, 2000 and August 31, 2000               1

     Statements of Operations
         For the Three Months Ended November 30, 2000 and 1999           2

     Statements of Shareholders' Equity
         For the Three Months Ended November 30, 2000 and 1999           3

     Statements of Cash Flows
         For the Three Months Ended November 30, 2000 and 1999           4

     Notes to Financial Statements                                     5-11

                                       -1-

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

                                 BALANCE SHEETS

                      NOVEMBER 30, 2000 AND AUGUST 31, 2000

                                     ASSETS
<CAPTION>

                                                                                 November 30,      August 31,
                                                                                    2000               2000
                                                                                --------------    --------------
                                                                                 (Unaudited)
<S>                                                                             <C>               <C>
CURRENT ASSETS
     Cash and cash equivalents ($10,000,000 restricted
         at August 31, 2000) (Note 4)                                           $     399,194     $  10,287,631
     Marketable securities (Note 1)                                                   253,470         1,182,585
     Prepaid expenses                                                                     532                 -
     Due from officers                                                                194,119            42,452
                                                                                --------------    --------------

              Total current assets                                                    847,315        11,512,668
                                                                                --------------    --------------

PROPERTY AND EQUIPMENT, at cost, less accumulated
     depreciation (Notes 1 and 2)                                                     133,557           156,117
                                                                                --------------    --------------

OTHER ASSETS
     Restricted cash (Note 4)                                                      10,262,067                 -
     Investment in closely held company                                               100,000           100,000
     Inventory                                                                        136,795           142,389
     Other                                                                             46,978             6,978
                                                                                --------------    --------------

              Total other assets                                                   10,545,840           249,367
                                                                                --------------    --------------

              TOTAL ASSETS                                                      $  11,526,712     $  11,918,152
                                                                                =============     =============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                           $     175,494     $     146,169
     Accrued liabilities (Note 1)                                                     323,512           140,038
     Due to related parties                                                            13,290            13,290
                                                                                --------------    --------------

              Total current liabilities                                               512,296           299,497
                                                                                --------------    --------------

COMMITMENTS AND CONTINGENCIES (Note 4)

SHAREHOLDERS' EQUITY (Notes 1 and 4)
     Preferred stock, Series B; stated value $10 per share; 1,000,000 shares
         authorized, issued and
         outstanding in each period                                                10,000,000        10,000,000
     Common stock; par value of $0.001 per share;
         100,000,000 shares authorized; 52,790,408 shares
         issued and outstanding at November 30, 2000
         and August 31, 2000, respectively                                             52,792            52,792
     Additional paid-in capital                                                   101,639,006       101,639,006
     Investment in Indonesian Subsidiary, at cost,
         subject to rescission                                                    (88,000,000)      (88,000,000)
     Accumulated deficit                                                          (12,677,382)      (12,073,143)
                                                                                --------------    --------------

              Total shareholders' equity                                           11,014,416        11,618,655
                                                                                --------------    --------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $  11,526,712     $  11,918,152
                                                                                =============     =============
</TABLE>

                 See accompanying notes to financial statements.

                                      -2-
<PAGE>
<TABLE>

                             ASIA WEB HOLDINGS, INC.

                            STATEMENTS OF OPERATIONS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999

                                   (UNAUDITED)


<CAPTION>

                                                                             November 30
                                                                    ------------------------------

                                                                        2000             1999
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
Revenues                                                            $      7,215     $     14,371
Cost of revenues                                                           5,593            3,000
                                                                    -------------    -------------

         Gross profit                                                      1,622           11,371
                                                                    -------------    -------------

Operating Costs and Expenses
     Selling, general and administrative, excluding depreciation         762,941          325,012
     Depreciation                                                         22,560           22,602
                                                                    -------------    -------------

         Total operating costs and expenses                              785,501          347,614
                                                                    -------------    -------------

         Loss from operations                                           (783,879)        (336,243)

Other Income
     Interest and dividend income                                        179,640           43,992
                                                                    -------------    -------------

         Loss before provision for income taxes                         (604,239)        (292,251)

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

         Net loss                                                       (604,239)        (292,251)

Preferred dividend requirement                                                 -           59,250
                                                                    -------------    -------------

         Net loss applicable to common shareholders                 $   (604,239)    $   (351,501)
                                                                    =============    =============

Net loss applicable to common shares - basic and diluted            $      (0.01)    $      (0.06)
                                                                    =============    =============

     Weight average number of common shares outstanding               52,790,408        5,767,021
                                                                    =============    =============

                 See accompanying notes to financial statements.

                                      -3-
</TABLE>

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

                            STATEMENTS OF CASH FLOWS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999

                                   (UNAUDITED)
<CAPTION>
                                                                                           Three Months Ended
                                                                                               November 30,
                                                                                     ------------------------------
                                                                                         2000              1999
                                                                                     -------------    -------------
<S>                                                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                        $   (604,239)    $   (292,251)
                                                                                     -------------    -------------
     Adjustments to reconcile net loss to net cash
         provided by operating activities:
              Depreciation                                                                 22,560           22,602
              Shares issued for marketing fees                                                  -            7,500
              Changes in assets and liabilities:
                  Inventory                                                                 5,594          (86,505)
                  Prepaid expenses and other                                              (40,532)          (4,723)
                  Accounts payable                                                         29,325          (65,552)
                  Accrued liabilities                                                     183,474          (19,489)
                  Due to related parties                                                        -          (20,000)
                  Other                                                                         -            2,697
                                                                                     -------------    -------------

                  Total adjustments                                                       200,421         (163,470)
                                                                                     -------------    -------------

                  Net cash used in operations                                            (403,818)        (455,721)
                                                                                     -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Payments for property and equipment                                                        -          (42,279)
     Decrease (increase) in short-term investments                                        929,115       (3,429,318)
     Increase in due from officers                                                       (151,667)               -
                                                                                     -------------    -------------

                  Net cash provided by (used in) investing activities                     777,448       (3,471,597)
                                                                                     -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of redeemable preferred
         stock in a private placement                                                           -          150,000
                                                                                     -------------    -------------

NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                                     373,630       (3,777,318)

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

CASH AND CASH EQUIVALENTS - end (including
     $10,262,000 of noncurrent restricted cash at
     November 30, 2000)                                                              $ 10,661,261     $    316,601
                                                                                     =============    =============



      SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES


Common shares issued for settlement of liabilities:


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

</TABLE>

                 See accompanying notes to financial statements.

                                      -4-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       DESCRIPTION OF BUSINESS AND ORGANIZATION

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

       Through August 1998, the Company marketed vision training products, the
       "AcuVision" product line. By fiscal 1998 year end, the Company concluded
       that future sales and business in the vision training market was too
       limited and that the costs of marketing and production too great. As a
       result, during fiscal 1999, management determined that the Company should
       discontinue the AcuVision line and restructure.

       In addition, during fiscal 1999, the Company changed its name to
       AcuBid.Com Inc. and expanded its business objective to include the
       development of a premier web site to facilitate the buying and selling of
       high-end collectibles. The Company started to accumulate an inventory of
       rare and hard to find items, which it began to auction to the public over
       its web site. 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 web site.

       In an effort to create a stronger and more diversified company with
       access to the Asian Internet market, on March 13, 2000 and as amended on
       March 24, 2000, the Company entered into a stock purchase agreement with
       Adisatrya Surya Sulisto, ("Seller" or "Sulisto"), owner of at least 90%
       of the issued and outstanding shares of Jaring Data Interaktif, ("JDI"),
       whereby the Company, through a wholly owned subsidiary, Acubid
       Acquisition Corp., agreed to purchase 90% of JDI's stock in exchange for
       44,000,000 shares of the Company's stock (approximately 80% of the
       Company). The agreement also provided that the Company contemplated
       entering into an arrangement with the Selim K. Zilkha Trust ("Zilkha" or
       the "Trust") wherein the Trust would purchase 5,000,000 shares of the
       Company's common stock in exchange for a $10,000,000 capital infusion
       through a private placement that would close simultaneously with the
       closing under the JDI agreement. The JDI transaction closed on June 20,
       2000 when the market value of the Company's stock was approximately $2
       and the Zilkha Private Placement closed June 23, 2000 (Notes 8 and 10).
       During May 2000, the Company's name was changed to Asia Web Holdings,
       Inc.

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

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

                                      -5-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       DESCRIPTION OF BUSINESS AND ORGANIZATION (CONTINUED)

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

       Management feels that it is doubtful that the Company will recover the
       $900,000 advance. As such, the advance, together with all other expenses
       paid in connection with this transaction, were charged to discontinued
       operations during the fiscal year ended August 31, 2000.

       As of November 30, 2000, while the Company's web site remains
       operational, there is virtually no activity on the site and the Company
       is not actively promoting the auction site and has ceased selling Company
       owned inventory on its site.

       The Company is in a position where it needs to evaluate a new business
       model that best utilizes its assets and personnel, but with the current
       status quo order issued by the Court, the Company can take no action
       until the litigation is resolved. It is not expected that the Company
       will make any decisions on its future business model until the litigation
       is resolved. See Note 8 for further discussion of the JDI litigation.

       USE OF ESTIMATES

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

       REVENUE RECOGNITION

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

       WEB SITE DEVELOPMENT COSTS

       Product development costs include expenses incurred by the Company to
       develop, enhance, manage, monitor and operate the Company's web site.
       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 November 30, 2000, cash
       balances in excess of federally insured limits amounted to approximately
       $10,671,000.

                                      -6-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED)



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       MARKETABLE SECURITIES

       At November 30, 2000, approximately $253,000 is maintained in a liquid
       asset management account which invests primarily in investment grade
       short-term commercial paper, corporate bonds and taxable auction rate
       notes.

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

       INVENTORY

       Inventory, consisting of sports memorabilia and other collectibles, is
       stated at the lower of cost (first-in, first-out) or market. The
       Company's management monitors inventory for slow moving items and makes
       necessary valuation adjustments when required. For reasons discussed, in
       the last two paragraphs of Note 1, under the heading "Description of
       Business and Organization", management has classified the inventory as a
       long-term asset at November 30, 2000.

       PROPERTY AND EQUIPMENT

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

       INVESTMENT IN CLOSELY HELD COMPANY

       During the fiscal year ended August 31, 2000, the Company purchased
       100,000 shares of $.001 par value preferred stock of a closely held
       brokerage company for $100,000. Each share of the preferred stock is
       convertible into 2 shares of common stock at $.50 a share.

       This investment is carried at cost. There is no market for this
       investment, and it is impracticable to estimate the fair value of the
       Company's investment. However, audited year-end financial statements of
       the investee as of June 30, 2000, reflect total shareholders' equity of
       approximately $168,000.

       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.

                                      -7-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       FINANCIAL INSTRUMENTS

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

       STOCK-BASED COMPENSATION

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

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

       EARNINGS (LOSS) PER COMMON SHARE

       Basic loss per share is computed by dividing loss available to common
       shareholders by the weighted average number of common shares outstanding
       for the year. Diluted earnings per share reflects the potential dilution
       that could occur if dilutive securities and other contracts to issue
       common stock were exercised or converted into common stock or resulted in
       the issuance of common stock that then shared in the Company's earnings.
       Diluted loss per share does not consider the potentially dilutive
       securities listed below on an "as if converted" basis, as the effect of
       their inclusion would be anti-dilutive.

       Shares of common stock issuable under:

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

           Stock options                               1,245,000        635,000
           Common stock purchase warrants              8,975,000      1,935,000

       ADVERTISING COSTS

       Advertising costs are charged to operations as they are incurred.
       Advertising expenses were not material in either of the three month
       periods ended November 30, 2000 and 1999.

                                      -8-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


2.     PROPERTY AND EQUIPMENT

       Property and equipment consist of the following:

                                                       November 30,   August 31,
                                                        ----------    ----------
                                                           2000          2000
                                                        ----------    ----------

              Computer equipment and software           $  254,972    $  254,972
              Furniture                                     22,990        22,990
              Office equipment and other                    20,438        20,438
                                                        ----------    ----------
                                                           298,400       298,400
              Less:  Accumulated depreciation              164,843       142,283
                                                        ----------    ----------

                    Net property and equipment          $  133,557    $  156,117
                                                        ==========    ==========

       Depreciation expense for the three months ended November 30, 2000 and
       1999 was $22,560 and $22,602, respectively.

3.     DUE TO RELATED PARTIES

       The balances due to related parties of $13,290 at November 30, 2000, are
       non-interest bearing with no specified due date.

4.     COMMITMENTS AND CONTINGENCIES

       Leases

       During 1999, the Company entered into an operating lease for its office
       space expiring May 31, 2002. The lease requires minimum annual rentals
       plus increases based on real estate taxes and operating costs. The
       Company, at its option, may renew the lease for one two-year period.
       Rental expense for the three months ended November 30, 2000 and 1999 was
       $15,457 and $13,900, respectively.

       Future minimum annual rentals under the Company's non-cancellable
       operating leases with initial terms greater than one year are as follows:

              Year Ending August 31,

                          2001                            $     61,465
                          2002                                  47,139
                                                          -------------

                                                          $    108,604
                                                          =============

       Employment Agreements

       In connection with the JDI transaction, on June 1, 2000, the Company
       entered into three employment agreements with officers of the Company.
       The agreements are for five years and include salary provisions that
       aggregate $334,000 per annum. As of August 31, 2000, the total salary
       commitment was $1,586,500. In addition, the officers received options to
       purchase an aggregate of 600,000 shares of common stock for $2.50 per
       share with vesting periods ranging from immediately upon issuance to five
       years.

                                       -9-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED)


4.     COMMITMENTS AND CONTINGENCIES (CONTINUED)

       JDI Litigation

       On July 20, 2000, thirty days after closing the JDI transaction (Note 1),
       Indonesian Presidential Decree No. 96/2000 ("Decree") was issued banning
       foreign investments in Internet and media related industries. The Company
       after seeking advice and researching the implications of this Decree,
       concluded that the JDI transaction was void due to impossibility and
       frustration of purpose. The Company was not advised of the Decree by JDI
       until August 6, 2000. From April 25, 2000 through August 4, 2000, the
       Company advanced $900,000 to JDI and its affiliates for working capital
       and short-term borrowings. The Company believes that at least $700,000 of
       the advances were utilized personally and not applied to the needs of
       JDI.

       On November 6, 2000, a meeting of the Board of Directors was called and
       attended by three pre-acquisition members ("old" board members) and two
       members ("new" board members) chosen by JDI and contingently elected upon
       closing of the transaction. Two resolutions were considered:

         1.       That because of the impossibility caused by the Decree and the
                  theft and conver-sion of over $400,000 of the Company's money,
                  the issuance of 44,000,000 of the Company's common stock was
                  to be canceled.

         2.       That the Company commence an action against Peter F. Gontha
                  for his acts as a shareholder and an officer of JDI,
                  specifically the theft and conversion of over $450,000.

       Management now believes that the theft and conversion is at least
       $700,000.

       Both resolutions were approved by the old board members, with only two of
       the three voting; the new members being advised that since the
       transaction was void and since they were considered interested directors
       under Delaware law, their votes would not be counted.

       On November 8, 2000, the old board of directors signed a unanimous
       written consent that acknowledged that the transaction between the
       Company and JDI was void and that the issuance of common stock was void
       and the stock was canceled.

       On November 8, 2000, the new board members attempted to take control of
       the Company by, among other actions, rescinding the actions taken at the
       November 6, 2000 board meeting, removal of the CEO, President and Vice
       President of Technical Development (the old board members), rescission of
       these officers' banking authority, and the installation of new officers
       with signatory authority over the account holding the $10 million Zilkha
       proceeds.

       On November 13, 2000, after action by the old Board of Directors, the
       Company's attorneys filed a complaint in the United States District Court
       for the District of Delaware naming as defendants PT Jaring Data
       Interaktif, Peter F. Gontha, and others alleging securities fraud and
       other torts and seeking the return or $900,000 plus punitive damages.

       On November 21, 2000, the Company sought a Temporary Restraining Order
       restraining the Defendants in this Delaware action from attempting to
       exercise management and control over the Company. The Court granted a
       Temporary Restraining Order maintaining the status quo, finding that the
       Board of Directors in the interim consisted of two old members and two
       new members.

       As with any litigation, it is difficult to predict with any certainty how
       a case may turn out giving the variables of juror and juries and the
       potential for adverse rulings; however, the Company, based on the advice
       of legal counsel, believes it has a reasonable likelihood of obtaining a
       favorable outcome in this matter.

                                      -10-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                          NOTES TO FINANCIAL STATEMENTS

              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (UNAUDITED


4.     COMMITMENTS AND CONTINGENCIES (CONTINUED)

       Zilkha Litigation

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

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

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

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

       On December 18, 2000, Zilkha filed an amended complaint and on December
       28, 2000, the Company filed its answer and counterclaim against Zilkha
       for breach of contract. Until the case is ultimately resolved, $10
       million of the Company's assets remains frozen. At August 31, 2000, the
       funds were classified at a current asset, as management believed that
       resolution of the issue would occur relatively quickly. Presently,
       however, management is not able to accurately assess when this matter
       will be resolved, or its likely outcome. Accordingly, the frozen funds,
       amounting to $10,262,000 (which includes earned interest) have been
       classified as a non-current asset at November 30, 2000 as they are not
       available to the Company for corporate use.

       As with any litigation, it is difficult to predict with any certainty how
       a case may turn out giving the variables of juror and juries and the
       potential for adverse rulings; however, the Company, based on the advice
       of legal counsel, believes it has a reasonable likelihood of obtaining a
       favorable outcome in this matter. Although the Company has vigorously
       been defending this case, it has been involved in numerous settlement
       discussions.

       Kurt Bevacqua Litigation

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

       The plaintiff is seeking damages in an unspecified amount. A limited
       amount of discovery has been conducted in this matter, and outside
       counsel for the Company has estimated the Company's exposure to
       approximate $100,000. The Company, accordingly, has charged operations
       $100,000 during the year ended August 31, 2000.

                                      -11-

<PAGE>

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

                  The following "Management's Discussion and Analysis or Plan of
Operation" includes "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. This Act provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact we
make in this Form 10-Q are forward- looking. In particular, any statements that
we make in this Form 10-Q regarding industry prospects or our future results of
operations or financial position are forward-looking statements. Forward-looking
statements reflect our current expectations and are inherently uncertain. Our
actual results may differ significantly from our expectations.

                  The business plan, conceived in February 1999, had the Company
competing for a share of the online auction business dominated by eBAY,
Amazon.com and Yahoo. In the latter part of 1999, certain assumptions relating
to the Company's ability to gain a significant portion of the online auction
business proved to be incorrect. The first incorrect assumption was the makeup
of the industry itself. As of October 1999, 80% of the sales on eBay were
conducted by 4% of the sellers. This indicates that most of the online auction
business is conducted by dealers rather than the general population. Most of the
models used to predict the Company's growth were based on the general population
selling items over the Internet rather than just a smaller number of dealers.

                  The second incorrect assumption was the Internet community's
willingness to purchase collectibles over the Internet. In the fall of 1999, an
FBI sting operation uncovered dealers that had been auctioning counterfeit
sports memorabilia on the Internet. This led to a decline in consumer confidence
concerning the authenticity of collectibles bought over the Internet. Management
believed that this added another barrier between buyers and sellers and lead to
a decline in the auction market.

                  The third incorrect assumption was the level of success the
Company would experience by using celebrities to promote the site. Management
believed that through the use of celebrities, such as Hall of Fame members
Johnny Bench and Joe Morgan, it could attract a significant number of Internet
users to its sight with little or no additional marketing. This proved not to be
the case and, although certain guerilla marketing tactics have shown promising
results, none of the Company's marketing efforts have had a significant impact
on attracting buyers and sellers to its auction site. In general it was decided
that the cost of advertising required to develop name recognition and to attract
buyers and sellers to the Company's auction site was greater than expected. More
importantly, the cost was estimated to be larger than the revenue that could be
derived from those buyers and sellers.

                                      -12-
<PAGE>

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

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

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

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

                  It was this new business model that lead to the acquisition of
PT Jaring Data Interaktif. As of the date of this report, the Company is
assessing whether to continue to pursue this new business model.

                  On January 24, 2000, the Company entered into a Memorandum of
Understanding with JDI to acquire 90% of JDI through a stock purchase agreement.
Subsequently, the formal agreement was signed on March 13, 2000 and amended on
March 27, 2000. Copies of these agreements are attached, as exhibits, to the
Company's Form 8-K filed with the Securities and Exchange Commission on March
29, 2000.

                                      -13-
<PAGE>

                  Established in February 1999, JDI, represented to the Company
that it was an Indonesian-based Internet Service and Content Provider Company
and with its associated companies participates in multi-media business. It was
further represented to the Company by the principals of JDI, that, JDI and its
associates have extensive licenses in satellite, wireless broadband and other
areas that relate to Internet service and content. It was further represented to
the Company by the principals of JDI, that, JDI provided dial-up Internet
services and in the near future expects to provide broadband Internet services
via satellite for Indonesian customers. It was further represented to the
Company by the principals of JDI, that, JDI plans to extend those services
throughout Asia and has long range plans to target the larger global community.
It was further represented to the Company by the principals of JDI, that, JDI
also has licenses and contracts to market a wide range of content from media
sources, including TV stations, radio stations, Pay Televisions (cable and
Direct Broadcast Satellite) and newspapers.

                  In addition, it was further represented to the Company by the
principals of JDI, that, JDI owns 69% of PT Medialintas Antar Buana ("MLAB"), a
start-up Internet Service Provider ("ISP") and is affiliated to PT Mesana
Investama Utama, a securities company. It was further represented to the Company
by the principals of JDI, that, a web site devoted to the Jakarta stock market,
as well as other web sites, is currently under development, which would further
increase focus on the content market for Indonesia.

                  In February, 2000, the Company started providing direct
technical support to JDI. Technical personnel from the Company were working with
JDI personnel in support of the development of their network infrastructure and
web portal development. It was anticipated that this technical support would
continue and was expected to expand following the Acquisition. This support was
key to the success of JDI and the Company's role in the emerging Indonesia
Internet market. As of the date of this filing, the Company no longer provides
technical support to JDI and does not anticipate that it will in the future.

                  On May 22, 2000, shareholder approval was obtained to complete
the JDI acquisition between the Company and JDI and 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.

                  As a result of the June 20, 2000 closing of the JDI
transaction, Larry Schaffer resigned from the Board of Directors and the
Directors elected at the shareholder meeting took office. The Board of Directors
then consisted of Michael Schaffer; Waddy Stephenson; Tjahjono Soerjodibroto;
William Millard; Terry Giles; Raj Singam; Gordon Holterman; and, Bosko
Djordjevic. Note that on July 21, 2000, Gordon Holterman resigned from the Board
of Directors; on September 19, 2000 William Millard and Terry Giles resigned
from the Board of Directors; and on October 12, Tjahjono Soerjodibroto resigned
from the Board of Directors. At the time of this filing, pursuant to the
November 21, 2000 order of the Delaware District Court, the Board of Directors
consists of Michael Schaffer, Raj Singam, Waddy Stephenson, and Bosko
Djordjevic. (See, Legal Proceedings.)

                                      -14-
<PAGE>

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

                  On July 13, 2000, subsequent to Closing, the Company wired JDI
$500,000 on the assurance of JDI's representatives, including Dicky di Nata and
Peter Gontha, was to be used as working capital of JDI. This was in addition to
the $200,000 wired to JDI on April 25, 2000 for the same purpose. By August 6,
the Company came to believe, that, most, if not all,of this $700,000 was given
personally to Peter Gontha, whose children own Alanberg and were sellers of JDI.

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

                  Although not announced until August 5, 2000, Indonesia's
President Wahid issued a decree on July 20, 2000, banning new investments by
foreigners in multimedia industries (including Internet related operations) and
limiting foreign ownership in telecommunications companies to forty-nine percent
(49%).

                  By mid-August, 2000, because of the unauthorized reimbursement
of a substantial portion of JDI's working capital to certain individuals and
because of the Presidential Decree, the Company's Directors began discussing the
inability to move forward with JDI. Although the Internet portion of the decree
was repealed within two weeks of its announcement, by that time the relationship
between the two companies had deteriorated to the point that continuation of
that relationship was severely jeopardized. This culminated in a September 18,
2000 Board of Directors resolution authorizing the CEO, Michael Schaffer, to
explore in concept the unwinding of the transaction between JDI and the Company.


SUMMARY

                  By August 31, 2000 the Online Auction Site was operational but
was no longer actively promoted by the Company. By October 31, 2000 the Company
had moved the equipment that hosted the site from the Level III Data Center in
San Diego, California to its corporate offices and was no longer actively
selling its own merchandise on the site. The Advisory Board that had advised the
Company on acquiring and promoting merchandise is also no longer active. By
taking these actions, the Company eliminated almost all costs associated with
maintaining the site. Although the site remains operational allowing consumers
to post items on the site for auction, the activity on the site is minimal and
the Company has no present expectations that the site will generate significant
revenues.

                                      -15-
<PAGE>

                  By August 5, 2000, because of the Indonesian Presidential
decree and the deteriorating conditions in the relationship between JDI and the
Company, the Company no longer had any active role in the business of JDI. (See
Part II, Item 1, Legal Proceedings.)

                  The Company is in a position where it needs to evaluate a new
business model that best utilizes its current assets and personnel. Several
Internet related as well as non-Internet related possibilities have been
reviewed but, with the current status quo order issued by the United States
District Court for the District of Delaware, the Company can take no action
until the litigation is resolved. It is not expected that the Company will make
any decisions on its future business model until the litigation is resolved.
Additionally, when a new direction is determined the Company does not know if
its auction site will fit in that new business.


         RESULTS OF OPERATIONS

                  Results of Operations- for the Three Months Ended November 30,
                  --------------------------------------------------------------
2000 Compared to Three Months Ended November 30, 1999:
------------------------------------------------------

                  Revenues
                  --------

                  Auctions were commenced in August of 1999 during the three
months ended November 30, 2000 and November 30,1999, revenues of approximately
$7,000 and $14,000, respectively, were derived from these operations. The
Company expects that no significant changes the Company's online auction house
nor its revenues from that site will occur for the foreseeable future. The
Company plans to maintain the online auction house at its present level until it
determines how the site fits within its business model.

                  Operating Costs and Expenses:

                  Selling General and Administrative, Excluding Depreciation-

                  Selling, general and administrative costs and expenses,
excluding depreciation were $762,941, in the three months ended November 30,
2000 as compared to $ 325,012 for the three months ended November 30, 1999.
Thus, selling, general, and administration costs increased by $ 437,929 for the
three months ended November 30, 2000 as compared to the three months ended
November 30, 1999. The Company incurred approximately $500,000 in legal expenses
for the three months ended November 30, 2000, in connection with the JDI, Zilkha
and Bevacqua litigation. (See, Legal Proceedings). Legal expenses were
approximately $41,000 for the three months ended November 30, 1999.

                                      -16-
<PAGE>

                  Depreciation Expense-

                  Depreciation expense was $22,560 in the three months ended
November 30, 2000, as compared to $22,602 for the three months ended November
30, 1999.

                  Investment Income-

                  Investment income was approximately $180,000 for the three
months ended November 30, 2000 as compared to $44,000 during the three months
ended November 30, 1999. Investment income is derived from interest earned on
bank deposits and earnings on short term Investments, including the restricted
cash discussed below .

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

                  Prior to November 30, 2000, the Company had raised $15,025,471
since the change in business direction in February 1999. The Company's balance
sheet at November 30, 2000 reflects cash and cash equivalents of approximately
$10,661,000 and marketable securities of approximately $ 253,470. Of the cash,
$10,262,000 is "frozen" pursuant to a temporary injunction granted to the
plaintiffs in the Zilkha litigation. The Company has classified this restricted
cash as a non current asset at November 30, 2000 due to the uncertainty involved
in litigation. (See, Legal Proceedings for a discussion of the Zilkha
litigation).

                  Cash and cash equivalents (including the cash frozen pursuant
to the Zilkha litigation) increased by approximately $ 374,000 during the three
months ended November 30, 2000 due to the liquidation of short-term investments
of approximately $929,000. Cash used in operating activities amounted to
approximately $404,000 during this period. Cash in the period was used to
increase related party loans and to fund the legal expenses in connection with
the Companies litigation. (See Legal Proceedings)

                                      -17-
<PAGE>

                  Without regard to the JDI acquisition and the financial impact
of the litigation discussed below, 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
restricted cash referred to above. However, the Company's longer-term capital
requirements beyond the next 12 months will depend on many factors, including,
but not limited to, implementing a new business model. While the litigation
discussed below has had an impact on the Company's cash requirements, the
Company has explored alternative fee arrangements with its attorneys, including
contingent fee arrangements. Without such alternative fee arrangements, the
Company's cash could be seriously impacted by the continuing litigation.


PART II

ITEM 1. LEGAL PROCEEDINGS.

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

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

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

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

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

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

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

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

                                      -18-
<PAGE>

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

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

                  On December 18, 2000, Zilkha filed his First Amended Complaint
and on December 28, 2000, the Company filed its answer and counterclaim against
Zilkha for breach of contract.  As of the date of this filing, the Preliminary
Injunction is still in full force and effect.

                  On February 20, 2001, the Company will be attending an Early
Neutral Evaluation Conference, where, with the assistance of a United States
Magistrate, the parties to the litigation will be encouraged to explore
settlement.


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

                  As a result of Indonesian Presidential Decree No. 96/2000
("Decree") on July 20, 2000, thirty days after closing the transaction with P.T
Jaring Data Interaktif ("JDI'), which banned foreign investments in Internet and
media related industries and after seeking advice and researching the
implications of this Decree, management concluded that the transaction with
Alanberg Pte. Ltd. ("Alanberg") JDI was void on July 20, 2000 due to
impossibility and frustration of purpose. Management was not advised of the
Decree by JDI or Alanberg until August 6, 2000.

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

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

                                      -19-
<PAGE>

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

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

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

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

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

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

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

                                      -20-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -21-
<PAGE>

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

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


         (c)      The Kurt Bevacqua Litigation
         ---      ----------------------------

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

                  The gravamen of Plaintiff's claim is that the Company and the
three named director defendants breached an agreement reached on or about May
29, 1999, wherein Plaintiff, a former major league baseball player, entered into
an agreement to serve on the Company's advisory board, and would further
persuade other well-known professional athletes to join the advisory board.
Plaintiff alleges that in return that he was promised 50,000 shares of the
Company's common stock and the option to purchase 200,000 shares of the
Company's common stock at $0.45 per share. Plaintiff alleges that he performed
under the terms of the Agreement, and without justification his contract was
canceled, losing his rights to the 50,000 shares of stock and the option to
purchase 200,000 of the Company stock. Further, Plaintiff alleges that he was
damaged by the cancellation of an engagement to do some fifty-two radio
appearances on a local San Diego radio program at $250.00 per program, of which
he only completed two such programs before the Company terminated their
contractual relationship with Plaintiff. The Company has been and continues to
defend this action based upon its numerous affirmative defenses including breach
of contract on the part of Plaintiff Bevacqua. Further, the Company has
cross-complained against Bevacqua for (1) rescission; (2) Breach of Contract;
(3) Breach of the Covenant of Good Faith and Fair Dealing; (4) Breach of
Fiduciary Duty; (5) Money had and received; and (6) Constructive Trust.

                                      -22-
<PAGE>

                  Plaintiff's Complaint prays for damages in an unspecified
amount against the Company, and further prays for the specific performance of
the alleged contract, wherein Plaintiff was to receive 50,000 shares of the
common stock and an option to purchase 200,000 additional shares of stock.
Plaintiff prays for an unspecified sum in damages against the three directors in
the new cause of action for Breach of Fiduciary Duty and for punitive damages
again in an unspecified amount on the Breach of Fiduciary Duty Cause of Action,
which is directed at the three individually named defendants only.

                  However, based upon the discovery conducted to date and the
evaluation of the merits of Plaintiff's action upon this limited discovery, it
is believed that there is a reasonable likelihood that upon the trial of this
matter that the Company would receive a defense verdict. Moreover, in the event
that the Company would receive an adverse verdict at trial, based upon the facts
as they have been currently developed, it appears that the Company's exposure is
in the range of approximately One Hundred Thousand Dollars ($100,000).


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. (See, Part II, Item1 Legal Proceedings.)

                                      -23-
<PAGE>

                  (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

                  (d)      Not applicable.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.

                  Not applicable.


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

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


ITEM 5.           OTHER INFORMATION.

                  Not applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits


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

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

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

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

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

                                      -24-
<PAGE>

3(ii)             Bylaws (Delaware) (Filed with Form 10-KSB on January 10, 2001)

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

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

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

4.4               Warrant to Purchase Shares of Common Stock of AcuBid.com, Inc.
                  Exercisable Six Months from the Date of Grant and Expiring
                  Five Years from the Date of the Grant in connection with 1999
                  Rule 506 Private Placement (As filed with Form 10-SB on
                  December 15, 1999)

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

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

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

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

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

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

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

                                      -25-
<PAGE>

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

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

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

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

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

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


                  (b)      Reports of Form 8-K

                           On October 30, 2000, the Company filed a report on
                           Form 8-K, reporting on the status of the Zilkha
                           lawsuit.

                           On November 16, 2000, the Company filed a report on
                           Form8-K reporting on the lawsuit filed by the Company
                           in the United States District Court for the District
                           of Delaware.

                                      -26-
<PAGE>

                                   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.


February 16, 2000                                /s/   Lawrence Schaffer
                                                 -------------------------------
                                                 By: Lawrence Schaffer
                                                 Its: Chief Financial Officer


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

                                      -27-