<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 February 28, 2001
                                               -----------------


                                       OR

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

        For the transition period from ______________ to _______________

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



                             Asia Web Holdings, Inc.
 -------------------------------------------------------------------------------
             (Exact Name of registrant as specified in its charter)


                  Delaware                                       33-0529299
---------------------------------------------                -------------------
(State or other jurisdiction of 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 of 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 entered into a settlement agreement wherein and whereby,
the acquisition of PT Jaring Data Interaktif was rescinded and the 44,000,000
shares issued to Alanberg Pte., Ltd. have been canceled.


                                       -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 February 28, 2001 (unaudited)
                      and August 31, 2000................................. 1

   Statements of Operations for the Three and Six Months Ended
                     February 28, 2001 and February 29, 2000 (Unaudited).. 2

   Statements of Cash Flows for the Six  Months Ended
                     February 28, 2001 and February 29, 2000 (Unaudited).. 3

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

2. Management's Discussion and Analysis or Plan of Operation.............. 11

PART II         OTHER INFORMATION

1. Legal Proceedings......................................................14

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

3. Defaults Upon Senior Securities........................................15

4. Submission of Matters to a Vote of Security Holders....................15

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

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

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

PART I            FINANCIAL INFORMATION

                                      -ii-
<PAGE>

ITEM 1. FINANCIAL STATEMENTS











                             ASIA WEB HOLDINGS, INC.

                         CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                   (UNAUDITED)




                                     -iii-
<PAGE>

                                    CONTENTS




                                                                          Page
                                                                          ----

CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

     Balance Sheet - February 28, 2001 and August 31, 2000                  1

     Statements of Operations
         For the Six and Three Months Ended February 28, 2001
            and February 29, 2000                                           2

     Statements of Cash Flows
         For the Six Months Ended February 28, 2001
            and February 29, 2000                                          3-4

     Notes to Financial Statements                                        5-10

                                      -iv-
<PAGE>
<TABLE>

                                       ASIA WEB HOLDINGS, INC.

                                       CONDENSED BALANCE SHEET

                                FEBRUARY 28, 2001 AND AUGUST 31, 2000

                                               ASSETS
<CAPTION>
                                                                   February 28,       August 31,
                                                                       2001              2000
                                                                  --------------    --------------
                                                                   (Unaudited)
<S>                                                               <C>               <C>
CURRENT ASSETS
     Cash and cash equivalents ($10,000,000 restricted
         at August 31, 2000) (Note 1)                             $     213,820     $  10,287,631
     Short-term investments (Note 1)                                    105,046         1,182,585
     Prepaid expenses and other                                             532                 -
     Due from officers                                                  192,093            42,452
                                                                  --------------    --------------

              Total current assets                                      511,491        11,512,668
                                                                  --------------    --------------

PROPERTY AND EQUIPMENT, net of accumulated
     depreciation (Note 1)                                              110,996           156,117
                                                                  --------------    --------------

OTHER ASSETS
     Restricted cash (Note 1)                                        10,405,842                 -
     Investment in closely-held company                                 140,000           100,000
     Inventory                                                          136,795           142,389
     Other                                                                6,978             6,978
                                                                  --------------    --------------

              Total other assets                                     10,689,615           249,367
                                                                  --------------    --------------

              TOTAL ASSETS                                        $  11,312,102     $  11,918,152
                                                                  ==============    ==============


                                LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES
     Accounts payable                                             $     186,363     $     146,169
     Accrued liabilities (Note 1)                                       210,080           140,038
     Due to related parties                                              13,290            13,290
                                                                  --------------    --------------

              Total current liabilities                                 409,733           299,497
                                                                  --------------    --------------

COMMITMENTS AND CONTINGENCIES (Note 3)

SHAREHOLDERS' EQUITY (Notes 1, 2 and 3)
     Preferred stock; 10,000,000 shares authorized; 1,000,000
         Series B shares with a stated value of $10 per share,
         issued and outstanding at February 28, 2001 and
         August 31, 2000                                             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 February 28, 2001 and August 31, 2000            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                                            (12,789,429)      (12,073,143)
                                                                  --------------    --------------

              Total shareholders' equity                             10,902,369        11,618,655
                                                                  --------------    --------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $  11,312,102     $  11,918,152
                                                                  ==============    ==============
</TABLE>

                           See accompanying notes to financial statements.

                                                -1-
<PAGE>
<TABLE>

                                            ASIA WEB HOLDINGS, INC.

                                      CONDENSED STATEMENTS OF OPERATIONS

                                      FOR THE SIX AND THREE MONTHS ENDED
                                    FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                                  (UNAUDITED)
<CAPTION>

                                                       Six Months Ended             Three Months Ended
                                                        February 28/29,               February 28/29,
                                                  ---------------------------   ---------------------------

                                                      2001           2000           2001           2000
                                                  ------------   ------------   ------------   ------------
<S>                                               <C>            <C>            <C>            <C>
Revenues                                          $     7,456    $    17,464    $       241    $     3,093
Cost of revenues                                        6,149         95,829            556         92,829
                                                  ------------   ------------   ------------   ------------

         Gross profit (loss)                            1,307        (78,365)          (315)       (89,736)
                                                  ------------   ------------   ------------   ------------

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 2000         997,180        957,824        234,240        632,812
     Depreciation                                      45,120         45,204         22,560         22,602
                                                  ------------   ------------   ------------   ------------

         Total operating costs and expenses         1,042,300      1,003,028        256,800        655,414
                                                  ------------   ------------   ------------   ------------

         Loss from Operations                      (1,040,993)    (1,081,393)      (257,115)       745,150
                                                  ------------   ------------   ------------   ------------

Other Income
     Interest and dividend income                     324,707         74,007        145,067         30,015
                                                  ------------   ------------   ------------   ------------

         Loss before provision for income taxes      (716,286)    (1,007,386)      (112,048)      (715,135)

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

         Net loss                                    (716,286)    (1,007,386)      (112,048)      (715,135)

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

         Net loss applicable to common
              shareholders                        $  (716,286)   $(1,796,346)   $  (112,048)   $(1,504,095)
                                                  ============   ============   ============   ============

Net loss applicable to common shares -
     basic and diluted

     Net loss                                     $      (.08)   $     (0.31)   $      (.01)   $     (0.25)
                                                  ============   ============   ============   ============

     Weight average number of common shares         8,790,408      5,827,358      8,790,408      5,982,360
                                                  ============   ============   ============   ============

                                See accompanying notes to financial statements.
</TABLE>

                                                     -2-
<PAGE>
<TABLE>

                                       ASIA WEB HOLDINGS, INC.

                                 CONDENSED STATEMENTS OF CASH FLOWS

                                 FOR THE SIX AND THREE MONTHS ENDED
                               FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                             (UNAUDITED)
<CAPTION>

                                                                        February 28/29
                                                                 -----------------------------

                                                                     2001             2000
                                                                 -------------   -------------
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                    $   (716,286)   $ (1,007,386)
                                                                 -------------   -------------
     Adjustments to reconcile net loss to net cash
         provided by operating activities:
              Depreciation                                             45,121          45,204
              Shares issued for services                                    -         232,536
              Changes in assets and liabilities:
                  Inventory                                             5,594         (24,436)
                  Prepaid expenses and other                             (532)        (11,768)
                  Due from related parties                           (149,641)        (42,000)
                  Accounts payable                                     40,194         (76,066)
                  Accrued liabilities                                  70,042         (25,352)
                  Other                                                     -           1,474
                                                                 -------------   -------------

                  Total adjustments                                    10,778          99,592
                                                                 -------------   -------------

                  Net cash used in operating activities              (705,508)       (907,794)
                                                                 -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Payments for property and equipment                                    -         (49,559)
     (Increase) decrease in short-term investments                  1,077,539      (3,094,465)
     Increase in investment in closely held business                  (40,000)              -
                                                                 -------------   -------------

                  Cash provided (used) in investing activities      1,037,539      (3,144,024)
                                                                 -------------   -------------

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                                                      332,031      (3,901,818)

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

CASH AND CASH EQUIVALENTS - end (including
     $10,405,842 of restricted cash at February 28, 2001)        $ 10,619,662    $    192,101
                                                                 =============   =============
</TABLE>

                           See accompanying notes to financial statements.

                                                -3-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                       FOR THE SIX AND THREE MONTHS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000



                SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION


                                                       February 28/29
                                             -----------------------------------

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

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.

                                      -4-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       DESCRIPTION OF COMPANY'S BUSINESS

       Asia Web Holdings, Inc. (the "Company") was formed in Canada in 1983. It
       was subsequently incorporated under the laws of the state of Delaware in
       September 1993. Through August 31, 1998, the Company was in the business
       of developing, marketing and selling vision training equipment (the
       "AcuVision Product Line"). The Company owns a patent regarding the above
       equipment and software and has expensed all costs in developing the
       patent and prototypes.

       Subsequent to August 31, 1999, management made a determination to
       substantively discontinue the Company's AcuVision Product Line. In
       addition, during fiscal 1999, the Company changed its name from
       International AcuVision Systems, Inc. to Acubid.Com, Inc. (subsequently
       changed to Asia Web Holdings, Inc.) and expanded its business objective
       to include the development of a premier website to facilitate the buying
       and selling of high-end collectibles. The Company accumulated an
       inventory of rare and hard to find items, which it had started to auction
       to the public over its website. In addition, the Company developed and
       implemented the technological requirements needed to act as a broker to
       provide a venue for sellers and dealers to display their collectibles to
       potential purchasers throughout the world via the Company's website.

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

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

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

                                      -5-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       DESCRIPTION OF COMPANY'S BUSINESS (CONTINUED)

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

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

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

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

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

       On December 18, 2000, Zilkha filed an amended complaint and on December
       28, 2000, the Company filed its answer and counterclaim against Zilkha
       for breach of contract. Until the case was resolved, $10 million of the
       Company's assets remained frozen. At August 31, 2000, the funds were
       classified at a current asset, as management believed that resolution of
       the issue would occur relatively quickly. Accordingly, the frozen funds,
       amounting to $10,406,000 (which includes earned interest) have been
       classified as a non-current asset at February 28, 2001 as they were not
       available to the Company for corporate use at that time.

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

                                      -6-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       DESCRIPTION OF COMPANY'S BUSINESS (CONTINUED)

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

       With respect to the transaction entered into between the Company and the
       Zilkha Trust, the Zilkha Trust returned to the Company 1,000,000 shares
       of Asia Web Series B Preferred Stock and all warrants it had received;
       the Company returned to the Zilkha Trust $8 million of its original $10
       million investment in the Company together with one-half of the interest
       on such investment (none of which had been spent by the Company); and the
       Company retained $2 million of the original Zilkha investment together
       with the remaining one-half of the interest on the entire $10 million
       investment. The settlements will be reflected in the Company's financial
       statements during the quarter ending May 31, 2001.

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

       As of February 28, 2001, while the Company's web site remains
       operational, there is virtually no activity on the site and the Company
       is not actively promoting the auction site and has ceased selling Company
       owned inventory on its site.

       BASIS OF PRESENTATION

       In the opinion of the Company, the accompanying unaudited condensed
       financial statements contain all adjustments necessary to present fairly
       its financial position as of February 28, 2001 and the results of its
       operations and cash flows for the three and six months ended February 28,
       2001 and February 29, 2000. These statements are condensed and therefore
       do not include all of the information and footnotes required by generally
       accepted accounting principles for complete financial statements. The
       statements should be read in conjunction with the financial statement and
       footnotes included in the Company's annual report on Form 10-KSB for the
       year ended August 31, 2000. The results of operations for the six months
       ended February 28, 2001 are not necessarily indicative of the results to
       be expected for the full year.

       USE OF ESTIMATES

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

                                      -7-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       REVENUE RECOGNITION

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

       WEB SITE DEVELOPMENT COSTS

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

       CASH AND CASH EQUIVALENTS

       Cash and cash equivalents include short-term, highly liquid investments
       with original maturities of three months or less. The Company has no
       requirements for compensating balances. At February 28, 2001, cash
       balances in excess of federally insured limits amounted to approximately
       $112,000.

       MARKETABLE SECURITIES

       At February 28, 2001, approximately $105,000 is maintained in a liquid
       asset management account which invests primarily in investment grade
       short-term commercial paper, corporate bonds and taxable auction rate
       notes.

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

       INVENTORY

       Inventory, consisting of sports memorabilia and other collectibles is
       stated at the lower of cost (first-in, first-out) or market. The
       Company's management monitors inventory for slow moving items and makes
       necessary valuation adjustments when required. Due to the uncertainty of
       the Company's continued auction site operations, inventory has been
       classified as a long-term, rather than current asset.

       PROPERTY AND EQUIPMENT

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

       INVESTMENT IN CLOSELY HELD COMPANY

       During the fiscal year ended August 31, 2000, the Company purchased
       100,000 shares of $.001 par value preferred stock of a closely held
       brokerage company for $100,000. Each share of the preferred stock is
       convertible into 2 shares of common stock at $.50 a share. In addition,
       the Company has advanced this entity $40,000. The advance is non-interest
       bearing, and has no specific due date.

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

                                      -8-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       INCOME TAXES

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

       FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

       STOCK-BASED COMPENSATION

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

       The Company accounts for stock-based compensation using the intrinsic
       value method prescribed in APB No. 25. Compensation cost for stock
       options granted employees, if any, is measured as the excess of the
       quoted market price of the Company's stock at the date of grant over the
       amount an employee must pay to acquire the stock. Restricted stock is
       recorded as compensation cost over the requisite vesting periods based on
       the market value on the date of grant. The Company accounts for stock and
       stock options issued and granted to non-employees in accordance with the
       provisions of SFAS No. 123 and records compensation as the fair value of
       the underlying security issued.

                                      -9-
<PAGE>

                             ASIA WEB HOLDINGS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                       FOR THE SIX AND THREE MONTHS ENDED
                     FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

                                   (UNAUDITED)


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       COMMON SHARES AND PER SHARE AMOUNTS

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

       LOSS PER COMMON SHARE

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

       ADVERTISING COSTS

       Advertising costs are charged to operations as they are incurred.

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

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

       As of February 28, 2001, all 3,950,000 preferred shares which had been
       outstanding were exchanged, which resulted in the issuance of 2,893,770
       common shares. The number of shares issued as "incentive" shares amounted
       to 263,070. For accounting purposes, these shares have been recorded as a
       distribution to the preferred shareholders (net of accrual dividends due
       the preferred shareholders which were cancelled in connection with
       exchange offer).

3.     COMMITMENTS AND CONTINGENCIES

       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, has accrued $100,000 with respect to
       this matter.

                                      -10-
<PAGE>

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

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

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

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

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

                                      -11-
<PAGE>

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

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

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

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 was 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 expectations that the site will generate significant revenue
unless a decision is made to begin actively promoting the site again.

                  The Company is now 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, during the pendency of the litigation, the Company had been unable
to take any action. Additionally, when a new direction is determined the Company
does not know if its auction site will fit in that new business. Now that the
litigation is resolved, the Company will actively pursue new business
opportunities. (See, Part II, Item 2, Legal Proceedings.)

RESULTS OF OPERATIONS

                  Results of Operations-for the Three Months Ended February 28,
2001 Compared to Three Months Ended February 29, 2000:
--------------------------------------------------------------------------------
                  Revenues
                  --------
                  Auctions were commenced in August of 1999. Revenues were $241
and $1,456 respectively, for the three and six months ended February 28, 2001 as
compared to $3,093 and $17,464 for the three and six months ended February 29,
2000. 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 and future
plans.

                                      -12-
<PAGE>

                  Operating Costs and Expenses:

                  Selling General and Administrative, Excluding Depreciation-

                  Selling, general and administrative costs and expenses,
excluding depreciation were $234,240 and $997,180 for the three months and six
months ended February 28, 2001 as compared to $632,812 and $957,824, for the
three months and six months ended February 29, 2000. Thus, selling, general, and
administration costs increased (decreased) by $(398,572) and $39,356, for the
three and six months ended February 28, 2001 as compared to the three and six
months ended February 29, 2000. The Company incurred approximately $76,000 and
$500,000 in legal expenses for the three and six months ended February 28, 2001,
in connection with the JDI, Zilkha and Bevacqua litigation. (See, Legal
Proceedings). Legal expenses were approximately $ $40,000 and $80,000 for the
three and six months ended February 29, 2000.

                  Investment and Dividend Income-

                  Investment and dividend income was approximately $145,067 and
$179,640 for the three and six months ended February 28, 2001, respectively, as
compared to $30,015 and $44,000 during the three and six months ended February
29, 2000, respectively. Investment income is derived from interest earned on
bank deposits and earnings on short term Investments, including the $10,000,000
of restricted cash. As a result of the settlement reached with JDI and the
Zilkha Trust (See, Par II, Item 1.), cash and equivalents will decline by
approximately $8,200,000. Accordingly, management expects interest and dividend
income will decline substantially in the future.

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

                  Prior to February 28, 2001, the Company had raised $15,025,471
since the change in business direction in February 1999. The Company's balance
sheet at February 28, 2001 reflects cash and related interest of approximately
$10,620.000 and marketable securities of approximately $105,000. Of the cash,
$10,000,000 and related interest, "frozen" pursuant to a temporary injunction
granted to the plaintiffs in the Zilkha litigation, had been classified as a non
current asset at February 28, 2001 due to uncertainty of the litigation. The
matter was settled, after the end of the quarter, and of the amount previously
"frozen", the Company has retained $2,200,000, returning approximately
$8,250,000 to Zilkha pursuant to the terms of the settlement. (See, Legal
Proceedings for a discussion of the Zilkha litigation and settlement).

                                      -13-
<PAGE>

                  Cash and cash equivalents (including the cash frozen pursuant
to the Zilkha litigation) increased by approximately $332,000 during the six
months ended February 28, 2001 due, in part, to the liquidation of short-term
investments. Cash used in operating activities amounted to approximately
$706,000 during this period. Cash was used to increase related party loans and
to fund the legal expenses in connection with the JDI and Zilkha transactions.
(See, Legal Proceedings.)

                  With the settlement of the litigation discussed below, and the
resulting divestiture of JDI, the Company believes that it can satisfy its cash
requirements over the next twelve months. However, the Company's longer-term
capital requirements beyond the next 12 months will depend on many factors,
including, but not limited to, implementing a new business model.

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 and The Delaware Litigation
                  -------------------------------------------------

                  On March 23, 2001, the Company attended an Early Neutral
Evaluation Conference, where, with the assistance of a United States Magistrate,
the parties reached a tentative settlement which was later memorialized in a
Settlement Agreement. On April 23, 2001, all disputes set forth in a complaint
filed by the Company on November 13, 2000, against defendants PT. Jaring
Interaktif ("JDI"), an Indonesian corporation, Peter F. Gontha, Francois Gontha,
Dewi Allice Lydia Gontha Adisatrya Suryo Sulisto, Ahmad Sidik Mauladi ("Dicky")
Iskandar Di Nata, Alanberg Pte. Ltd., a Singapore Corporation ("Alanberg"),
Marlon Buno, Lincoln Stone, and Bosko Djordjevic (Asia Web Holdings, Inc. v. PT.
Jaring Data Interaktif, et al., Case No. 00-949, United States District Court
for the District of Delaware) were settled. The Company also settled a dispute
in which it had been named as a defendant in an action in the United States
District Court for the Southern District of California (Selim K. Zilkha Trust,
et al., v. Asia Web Holdings, Inc., Case No. 00 CV 2025 J). In both cases, all
parties agreed to settle amicably all of their disputes, mutually release each
other for all causes asserted or unasserted and to dismiss both cases with
prejudice.

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

                                      -14-
<PAGE>

                  With respect to the transaction entered into between the
Company and the Zilkha Trust dated June 23, 2000, the Zilkha Trust returned to
the Company 1,000,000 shares of Asia Web Series B Preferred Stock and all
warrants it had received; the Company returned to the Zilkha Trust $8 million of
its original $10 million investment in the Company together with one-half of the
interest on such investment (none of which had been spent by the Company); and
the Company retained $2 million or the original Zilkha investment together with
the remaining one-half of the interest on the entire $10 million investment.

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

         (b)      The Kurt Bevacqua Litigation
                  ----------------------------

                  There has been no change in the status of the Bevacqua
litigation since the Company filed its report on Form 10-Q for the quarter
ending November 30, 2000.


ITEM 2.           CHANGES IN SECURITIES.

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

                  (c)      During the three month period ending February 28,
                           2001, 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.

                                      -15-
<PAGE>

ITEM 5.           OTHER INFORMATION.

                  Not applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits

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

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

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

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

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

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

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

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

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

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

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

                                      -16-
<PAGE>

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)

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

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

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

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

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

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

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

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

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

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


                  (b)      Reports on Form 8-K

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


                                      -17-
<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.


May 7, 2000                             /s/   Lawrence Schaffer
                                        -----------------------------------
                                        By: Lawrence Schaffer
                                        Its: Chief Financial Officer


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

                                      -18-