<PAGE>

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

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

                   For the fiscal year ended December 31, 2000

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

                         Commission file number 1-15745
                                  MYWEB INC.COM
                 (Name of Small Business Issuer in Its Charter)

             NEVADA                                           88-0207089
  (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                         Identification No.)

                     BLOCK G, UNIT G606, PHILEO DAMANSARA 1
                               NO. 9, JALAN 16/11
                    OFF JALAN DAMANSARA, 46350 PETALING JAYA
                               SELANGOR, MALAYSIA
                    (Address of principal executive offices)

                                 (603) 7660-9282
                 Issuer's telephone number (including area code)

   Securities registered under
Section 12(b) of the Exchange Act:                   Name of Each Exchange
     Title of Each Class                              on Which Registered

  Common Stock, par value $0.01 per share           AMERICAN STOCK EXCHANGE


Securities registered under Section 12(g) of the Exchange Act:    None

--------------------------------------------------------------------------------
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]  No [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:   $6.33 million
                                                           ---------------------

<PAGE>

The aggregate market value of the voting equity (common stock) of the Registrant
held by non-affiliates on March 30, 2001, was approximately $1,165,244 based on
the closing price of $0.19 of such stock on such date, as reported by the
American Stock Exchange ("AMEX"). Shares of common stock held by each of our
officers and directors, the directors of our subsidiary, TecnoChannel
Technologies Sdn. Bhd. and by each person who owns 10% or more of the
outstanding common stock have been excluded as such persons may be deemed to be
affiliates. This determination is not conclusive and does not constitute an
admission of affiliate status.

                         ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes [X]     No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity as of March 31, 2001: 11,121,357 shares of common stock, par value $0.01
per share

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

Certain statements under item "Management's Discussion and Analysis of
Operations" and elsewhere in this Form 10-KSB constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's beliefs and assumptions, and
on information currently available to management. Forward-looking statements
include statements in which words such as "expect," "anticipate," "intend,"
"plan," "believe," "estimate," "consider," or similar expressions are used. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others: general economic and business conditions; competition; political
changes in international markets; operating costs; costs of capital equipment;
changes in foreign currency exchange rates; changes in business strategy or
expansion plans; quality of management; availability, terms and development of
capital; fluctuating interest rates and other factors referenced in this Form
10-KSB.


<PAGE>


                                Table of Contents

<TABLE>
<CAPTION>
                                                                                              Page
<S>                                                                                         <C>
PART I
Item 1  Description of Business                                                                 1
Item 2  Description of Property                                                                 15
Item 3  Legal Proceedings                                                                       15
Item 4  Submission of Matters to a Vote of Security Holders                                     15

PART II
Item 5  Market for Common Equity and Related Stockholder Matters                                15
Item 6  Management's Discussion and Analysis or Plan of Operations                              16
Item 7  Financial Statements and Supplementary Data                                             21
Item 8  Changes In and Disagreements With Accountants on Accounting
        and Financial Disclosure                                                                21

PART III
Item 9  Directors, Executive Officers, Promoters and Control Persons;
        Compliance With Section 16(a) of the Exchange Act                                       21
Item 10 Executive Compensation                                                                  23
Item 11 Security Ownership of Certain Beneficial Owners and Management                          25
Item 12 Certain Relationships and Related Transactions                                          26
Item 13 Exhibits List and Reports on Form 8-K                                                   27

Report of Independent Public Accountants                                                        F-1
Consolidated Balance Sheets                                                                     F-2
Consolidated Statements of Operations                                                           F-3
Consolidated Statements of Changes in Shareholders' Equity                                      F-4
Consolidated Statements of Cash Flows                                                           F-5
Notes to Consolidated Financial Statements                                                      F-6

</TABLE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

HISTORY

We were incorporated under the laws of the State of Nevada, United States of
America, on February 20, 1985 under the name Sperzel-NV, Inc. From 1985 until
1992, we manufactured, distributed and sold a proprietary line of accessories
for use by handicapped individuals.

On May 21, 1992, we filed a petition for relief under Chapter 11 of the federal
bankruptcy laws in the United States Bankruptcy Court for the District of
Nevada. The Bankruptcy Court confirmed our plan of reorganization on January 31,
1994. Pursuant to our plan of reorganization, we purchased the assets of Asia
Media Communications, Ltd. and changed our name from Sperzel-NV, Inc. to Asia
Media Communications, Ltd. ("Asia Media"). The assets we purchased consisted
primarily of a video library that was intended to be distributed in the Far
East. The video library proved commercially unexploitable during 1995.

Beginning in 1995, our principal activity consisted of exploring opportunities
in other business ventures, including:

(i) in March 1996, a merger with Kremlyovskaya Group, Inc., a privately held
Delaware corporation with a subsidiary company involved in the distribution of
vodka and other products in foreign markets; and

<PAGE>

(ii) in December 1996, the acquisition of IPC Corporation (Australia) Pty., Ltd.
("IPC Australia"), an Australian company by our wholly-owned subsidiary, AMC
International Holdings Ltd., a British Virgin Islands Corporation ("AMC
Holdings").

By mutual consent, the merger with Kremlyovskaya Group, Inc. was rescinded in
August 1996. AMC Holdings was sold in September 1997 to an unrelated party,
effective as of December 31, 1996, the date of the acquisition of the capital
stock of IPC Australia.

ACQUISITION OF TECNOCHANNEL

On February 23, 1999, we effected a one-for-one hundred reverse split of our
outstanding common stock, so that each one hundred shares of our common stock
issued and outstanding on such date was deemed to be one share of common stock.

On February 24, 1999, we acquired all of the issued and outstanding stock of
TecnoChannel Technologies Sdn. Bhd., a privately-held Malaysian corporation
("TecnoChannel"), in exchange for 8,500,000 shares of our common stock which we
issued to the shareholders of TecnoChannel. We also issued 440,000 shares of our
common stock to GEM Ventures Ltd. for its services as our financial adviser in
connection with this transaction. As a result of the reverse split of our
outstanding common stock on February 23, 1999 and the subsequent issuance of our
common stock on February 24, 1999, the aggregate shareholdings of those persons
who were our shareholders before these transactions were reduced to less than 1%
of our issued and outstanding common stock immediately after these transactions.
Our acquisition of TecnoChannel allowed us to adopt and focus on the business of
TecnoChannel. In April 1999, we changed our name from Asia Media Communications,
Ltd. to MyWeb Inc.com ("MyWeb" or the "Company").

BUSINESS OVERVIEW

We are a major Asian Internet online services company which utilizes alternative
access devices as an additional means of distributing our portal services. Our
main portals are currently in the People's Republic of China (the "PRC" or
"China"), Singapore and Malaysia, each of which is focused on delivering
locally-targeted content and electronic commerce. Our portals are principally
accessed through co-branded television set-top boxes and through personal
computers. Due to the general downturn in the online advertising industry in the
emerging markets, we have diversified our services to include software
engineering and e-commerce consulting services, in addition to our established
operations, to capitalize on the demand for such services in the Asian region.
By providing a range of integrated services in addition to our portal services
in the emerging markets, we expect to obtain a competitive edge over our
competitors in our operating markets.

THE BUSINESS OF ONLINE SERVICES ("PORTALS")

Portals are gateways or entrances to the Internet. They have the potential to be
central hubs for content, communication, community, and commerce on the
Internet. Portals have become to be typically described as a starting point page
with a hierarchical, topical directory and a search window, with added features
like news headlines and stock quotes. In this respect, all default pages that
get loaded upon connection and which provide features like search engines could
generally be termed "portals". Typical examples include Yahoo, Netscape and
America Online ("AOL").

Portals generally provide a comprehensive, intuitive and user-friendly online
guide to Internet navigation and aggregated information content. Such gateways
to the Internet usually include a hierarchical, subject-based directory of
Websites, which enables Web users to locate and access desired information and
services through hypertext links included in the directory. Portals also
normally incorporate a rich set of current and reference information from
leading content providers including: real-time news, stock quotes, business
profiles, stock investing commentary, sports scores, television listings,
weather information, maps with driving directions, searchable yellow pages,
People Search white pages and e-mail listings.

Generally, the main revenue generators for portals are advertising on the
Internet and electronic commerce ("e-commerce") revenues.

a. Advertising on the Internet

The Internet offers Web-based advertising which, in a number of ways, has
significant advantages over traditional advertising mediums. On the one hand,
certain software programs have enabled advertisers to target specific audiences,
while other programming has permitted users to interact with the advertising
messages presented on the Websites. Advertising over the Internet has also
enabled advertisers to measure the effectiveness of their advertising by
allowing them to track the number of impressions or times that an advertising
message appears in page views downloaded by users. Such

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figures can be verified by an independent third-party auditor. Advertisers can
also gauge an advertisement's effectiveness by generating "click-through" or
user requests for additional information (made by clicking on the advertiser's
banner linking the user to the advertisers' Website). Despite these advantages,
the worldwide market for online advertising has recently experienced a downturn
internationally and, as such, is not expected to be a significant source of
revenue for us in the near future.

b. E-commerce

The Internet permits online retailers certain features and functions that are
unavailable to traditional brick and mortar retailers. Such features and
functions enable online retailers to (i) interact with their customers and
advertisers; (ii) capture valuable data on customer tastes, preferences and
shopping patterns; and (iii) target their advertising and products to specific
demographic groups. We anticipate that e-commerce will continue to grow in Asia
and recognize the potential revenue such growth represents in the long term. In
order to capitalize on the growing demand for e-commerce in Asia, we have
strategically set-up or acquired online retailing businesses in the Malaysian
market, including an auction site and an office supplies retailer. Upon the
maturation of our operations in Malaysia, we plan on exporting our e-commerce
business model to other Asian markets, in particular to China.

We seek to become an internationally-recognized provider of portal services,
known for localized content, services and e-commerce in the Asian markets. This
entails offering one-stop information and lifestyle content in the local
language, primarily traditional Chinese (as well as in English), which provide
features such as: news, business updates, finance tools, entertainment and
health education, as well as providing online retailing and a myriad of other
services to a diverse group of people and cultures within the Asian region.
Through strategic alliances with hardware manufacturers, we have provided
television set-top boxes as an additional means of capturing users onto our
Internet portals. Our portals also enable us to marketing our software
engineering and consulting services to businesses in the emerging markets in
which we operate which currently includes China, Malaysia and Singapore.

THE BUSINESS OF CONSULTING SERVICES AND SOFTWARE ENGINEERING SERVICEs

Our professional and consulting services primarily consists of aiding businesses
and corporations to develop Internet focused business plans and strategies, in
addition to software engineering services. As more businesses and corporations
in Asia embrace the Internet as an additional medium for their operations, we
aim to be strategically positioned to be able to provide such services to those
businesses.

Our strategy is to provide turnkey solutions to our customers from the
conceptualization of their online businesses to the final roll-out and
maintenance of their Websites by providing both consulting and software
engineering services.

a. Consulting Services

We believe that the Company's strength in consulting services lies in our
ability to (i) understand clients' business objectives and their markets and
(ii) effectively collaborate with our creative and engineering teams in order to
make recommendations for online businesses which meets customers' online goals
while complementing their traditional operations. In addition, our familiarity
with local and international strategies and market requirements, along with our
technical expertise, enables us to quickly deliver a prototype that allows our
clients the opportunity to have a time-to-market advantage. Other consulting
services that we provide include: creating and managing online advertising,
promotion and marketing campaigns, online branding services and technology
consulting services.

b. Website Design and Software Engineering Services

The Company's design and software engineering services include Web application
design and development, software implementation and integration, and Web and
network infrastructure design and implementation. Our design services aim to
enhance our clients' online properties by promoting interaction and
communication with their customers based on their needs and objectives. Our
software engineering services include services such as implementing technical
infrastructure requirements, technical design, development and integration
related to electronic commerce and Web-based applications developments.

We seek to become a leading provider of such services in our Asian market
operations by capitalizing on our experience in building the MyWeb online
properties and our relationships with clients of our consulting services.

OUR BUSINESS MODEL

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In developing our business strategy, we have sought to integrate our business
lines by engaging in what we believe are the four fundamental layers of
technology within the Internet field. In the context of set-top boxes for
Internet television access, the four fundamental layers of technology are:

o    Software Layer: this involves providing interfacing software which enable
     set-top boxes to access the Internet and perform interactive functions,
     along with software that enables Internet service providers ("ISPs ") to
     serve set-top box users. This means that the software used within the
     set-top box must be compatible with the software used by the ISPs to host
     and deliver Internet content to the end-user.

o    Device Layer: this involves cooperating with hardware manufacturers in the
     design, production and distribution of set-top boxes - the hardware that
     connects the user to the Internet through the television via a modem. We
     participate in the device layer through our co-branded set-top boxes which
     are manufactured by our partners through strategic alliances.

o    Communications Layer: this involves collaborating with telecommunication
     companies ("Telcos") and ISPs, who offer a delivery channel to the
     Internet.

o    Content Layer: this involves providing information, applications, links and
     material, both in static and interactive formats, whether free or for a
     fee. Content can also be in the form of advertising and electronic
     commerce.

We are primarily involved in the software and content layers. However we also
work with ISPs and Telcos (the communications layer) and hardware manufacturers
(the device layer) to drive the deployment of our services to the end customers.
Our primary involvement in the software layer is through our Thunder software
which enables set-top boxes to function as an Internet gateway and our
ThunderServ software which allows ISPs and Telcos to offer television Internet
access to their subscribers. Our primary involvement in the content layer is
through our portals.

In taking part in the four layers, we have actively sought to build strategic
alliances with third parties, including hardware manufacturers, ISPs and content
and application providers. These relationships have enabled us to focus our
research and development expenditures and to exploit the marketing potential of
each alliances' existing distribution channels and customer base.

The products and services that we offer, in terms of these four layers of
technology, are set forth below:

     a. The Software Layer

     Software for set-top boxes: Thunder

     We design and develop the software solution that enables set-top boxes to
     function. This software, called Thunder, can be adopted by any set-top box
     manufacturer. All of the manufacturers involved in the production and
     distribution of our set-top boxes to date have used our Thunder technology.
     For a description of our strategic alliances with these manufacturers, see
     "The Device Layer", below.

     We have developed a prototype version of the Thunder software based on the
     Linux platform. However, commercial production of co-branded set-top boxes
     based on the Linux platform has yet to commence.

     Software for ISPs: ThunderServ

     We have also designed and developed a software solution that provides an
     interface between set-top boxes and ISPs. We license this software, called
     ThunderServ, to ISPs with whom we have developed strategic relationships.

     ThunderServ software currently incorporates the following features:

     o   Integrated electronic billing module for completely automated and
         paper-free billing;

     o   Personalization module to allow personalization of MyWeb Online
         Services for subscribers;

     o   User access control based on a password for restricting unauthorized
         usage;


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     o   Remote upgrade module to allow remote online upgrading of client
         software; and

     o   Parental control for blocking access to specified sites.

     We have strategic alliances with ISPs in China and Malaysia that license
     our ThunderServ software in order to provide television Internet access to
     their subscribers. In each of the markets we conduct business, we seek to
     identify and establish relationships with leading ISPs in order to gain
     access to the broadest subscriber base. We have business relationships with
     MIMOS Berhad in Malaysia and Asia Infonet Co. Ltd. ("Asia Infonet") in
     Thailand (although our services in Thailand have being delayed indefinitely
     due to the current unfavorable economic conditions for Internet companies).
     These relationships are discussed more fully under "The Communications
     Layer."

     b. The Device Layer

     The set-top box is an Internet access device that is designed to sit on top
     of the television. A built-in modem connects the television to the Internet
     via an ordinary telephone line. To install the set-top box, the user simply
     connects the television and telephone to the set-top box. Once connected
     through an ISP, the user can surf the Internet with an infrared remote
     control aimed at the television screen, which functions like a mouse and
     allows the user to "point and click." Alternatively, the user can use a
     cordless infrared keyboard to enter text and navigate within the portal.

     Set-top boxes are generally low-cost and easy to use products that deliver
     one or more interactive benefits. Consumers can use set-top boxes to
     supplement personal computers and, to a certain extent, replace personal
     computers. Set-top boxes also offer consumers a range of services, from
     providing basic functions such as teletext (a one-way content) to complete
     interactive services such as video-on-demand, web browsing and e-mail.

     Rather than manufacture the set-top boxes ourselves or source through a
     single supplier, we have chosen to enter into strategic relationships with
     a number of manufacturers. We have done so in order to ensure that MyWeb
     set-top boxes will be available in our markets to the largest number of
     users who wish to access the Internet using televisions. Under these
     arrangements, the manufacturers principally drive the marketing and sales
     process through the co-branding of MyWeb set-top boxes. We believe that
     these arrangements are advantageous for us because the manufacturers are
     responsible for carrying any inventory of set-top boxes and we, therefore,
     are not burdened by any storage costs associated with this activity.
     Additional benefits to having multiple manufacturers include (i) not being
     beholden to any one manufacturer, (ii) less disruption if a manufacturer,
     for whatever reason, is unable to continue manufacturing set-top boxes, and
     (iii) increased acceptance of our Thunder software, along with increased
     marketplace penetration, arising from the aggregated marketing efforts of
     each manufacturer.

     Generally, we seek to establish non-exclusive relationships with well-known
     manufacturers in each of our operating markets. We currently have business
     arrangements (as further described below) with Qingdao Haier Computer Co.,
     Ltd. ("Haier") and Soyea Technology Company Ltd. ("Soyea") to jointly
     develop non-PC access devices and/or manufacture set-top boxes that carry
     the MyWeb brand. In order to further expand our distribution network, we
     are currently exploring opportunities with other manufacturers in our
     markets.

     Soyea: Soyea, a company listed on the Shenzen Stock Exchange and a
     subsidiary of the West Lake Electronics Group, is one of China's major
     television manufacturers. We entered into an agreement dated May 18, 1999,
     with Soyea, pursuant to which we agreed to provide the Thunder software and
     manufacturing specifications and details for the set-top boxes. Soyea, in
     return, agreed to provide the manufacturing infrastructure, marketing and
     distribution of the end product throughout China. We have also agreed to
     undertake joint research and development with Soyea, as well as to share
     the technology of our future projects developed with Soyea.

     Haier: Haier is one of China's major consumer electronics and whitegoods
     manufacturers based in Shandong, China. We entered into a joint venture
     agreement with Haier in July of 1999, to cooperate in product development,
     marketing and promotion, the provision of content and e-commerce and the
     joint development of the television Internet market. Under this agreement,
     Haier has agreed to manufacture MyWeb set-top boxes and we have agreed to
     provide software and technical support, product licensing, recommendations
     on marketing, as well as subsidies for the set-top boxes. We believe we
     will benefit from this strategic relationship because of Haier's strong
     brand recognition and wide distribution network in China.

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     In January 2000, our wholly-owned subsidiary, TecnoChannel, entered into a
     license agreement with MyWeb Beijing, a subsidiary company, to license our
     Thunder software and other intellectual property related to the production
     of our set-top boxes. MyWeb Beijing, in turn, entered into sub-licensing
     agreements with Soyea and Haier in February 2000. Due to regulations in
     China relating to the importation and licensing of foreign technology,
     licensing agreements between a Chinese company and a foreign company are
     required to be approved by relevant regulatory authorities. We were granted
     approval for the licensing agreements by the PRC Ministry of Foreign Trade
     and Economic Cooperation on July 7, 2000, and the PRC Copyright Bureau on
     June 30, 2000..

     The Thunder software provided to Soyea and Haier is programmed to have our
     MyWeb Websites as the default home page once the Internet is accessed
     through these set-top boxes. Through this arrangement we secure visitors
     who use the co-branded MyWeb set-top boxes to the MyWeb Online portals.

     c. The Communications Layer

     Telecommunication companies and ISPs act as the delivery channel through
     which owners of MyWeb set-top boxes access the Internet. We offer ISPs and
     Telcos an attractive low-cost solution to increasing the number of
     subscribers to their networks. Since all set-top boxes users require an ISP
     account to access the Internet, there are direct benefits to ISPs in
     partnering with us.

     We believe there are benefits to developing relationships with these
     companies. Such a relationship will enable purchasers of MyWeb set-top
     boxes to simply "plug and play," since each box will already be connected
     to an ISP, and we believe this ease of use will help increase the demand
     for MyWeb set-top boxes by a captive fixed-line subscriber market, in
     addition to appealing to a market of potential Internet users who may be
     unable to afford or unwilling to pay for a personal computer. We have
     established strategic alliances with ISPs in several countries to provide
     maintenance and updating of software, joint promotions, and to increase
     consumer awareness. Depending on the arrangements with each ISP, we may
     receive certain fees which are further described below. In return for
     providing the ThunderServ software, we receive marketing benefits, such as
     advertising space on the ISP's Websites.

     Details of our arrangements with these ISPs are set forth below:

     Jaring (Malaysia): Jaring, the ISP arm of MIMOS Berhad, is a large ISP in
     Malaysia. We have an informal arrangement with MIMOS Berhad for Jaring to
     be the default ISP provider for set-top box users accessing the Internet.
     For the Jaring subscribers we service, we charge an initial registration
     fee and a 10% fee based on the access fees paid through us.

     Asia Infonet (Thailand): Asia Infonet is an ISP in Thailand. On February
     22, 2000, we entered into an agreement with Asia Infonet to jointly
     distribute and market a co-branded portal in Thailand, localized in Thai
     language. Under the terms of the agreement, Asia Infonet has agreed to
     provide consumers with local access to MyWeb's portal and allow MyWeb
     access to its distribution channels at no cost to distribute and market our
     products and services. In addition, we have agreed to provide logos and
     icon links to Asia Infonet's Websites on its portal. Currently, our
     expansion to the Thailand market has been deferred due to the current
     unfavorable economic conditions for Internet companies.

     d. The Content Layer

     In October of 1997, we launched the MyWeb Online Service. The MyWeb Online
     Service is an Internet lifestyle and business content provider of
     information and interactive applications such as e-commerce, financial
     services, educational services, games and chat rooms. Portals for the MyWeb
     Online Service are available in each country in which we operate and are
     customized to provide regional information and services in the local
     language.

     The current Internet properties in the MyWeb Online Service family are:

     www.mywebinc.com
     www.myweb.com.sg (Singapore)
     www.myweb.com.my (Malaysia)
     www.myweb.com.cn (China)


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     Our Internet strategy involves partnering with third-party content
     providers to allow their content to be accessible from within our portal.
     Such partnerships will make our portals more comprehensive and appealing in
     that users will be able to locate all of their online interests within our
     portal, leading to lengthier connection times and an increase in repeat
     visits. We believe that the provision of interesting and appealing content,
     along with the availability of in-demand retail products online, will
     ensure a high visit rate to our portals and subsequently help generate
     e-commerce and advertising revenues. To this end, we have formed business
     relationships with providers in several fields, including Star Newspaper,
     Reliance Travel, GettingHere.com and Ericsson Business Consulting
     (Shanghai). Some of these relationships are not pursuant to any formal
     documentation.

     The MyWeb Online Service family has region-specific content targeted at
     local Internet users and is generally organized into six channels. A
     summary of the main content in each channel is described below:

     ---------------------------------------------------------------------------
     CHANNEL             CONTENT
     ---------------------------------------------------------------------------
     BUSINESS AND         o Financial information from major financial centers
     FINANCE              o Stock market and economic commentary in the regional
                            markets
                          o Bulletin board to host financial discussions and
                            forums
                          o Access to online financial planning through
                            partnership with KL Mutual Fund

     ---------------------------------------------------------------------------
     EDUCATION AND        o Company directory and articles on professional
     CAREER                 industries
                          o Career advice and job listings Career advice and job
                            listings
                          o Resume bank facility Resume bank facility
                          o Career fair, resume administration program, and job
                            search through a recruitment and career development
                            Website (Jobpolitan.com), developed by MyWeb in
                            Malaysia.
     ---------------------------------------------------------------------------
     FOOD AND             o Food recipes
     ENTERTAINMENT        o Listing of entertainment events
                          o Movie synopses, cinema movie listings and screening
                            schedules of certain local movie theaters
                          o Celebrity news
                          o Music reviews
                          o Tips on computer games
                          o Book reviews
                          o Special interest chat rooms
                          o Online quizzes (China only)
                          o Horoscopes, comics, jokes and opinion polls
     ---------------------------------------------------------------------------
     E-SHOPPING           o Movie ticketing
     (CURRENTLY IN        o Music CDs
     MALAYSIA ONLY)       o Bakery and cakes
                          o Household consumer products
                          o Books through partnership with MPH Bookstore
                          o Stationery and office supplies
                          o Online promotional coupons and discount vouchers
     ---------------------------------------------------------------------------
     HEALTH AND BEAUTY    o Discussions with health and beauty industry
                            professionals
                          o Medical information
                          o General education for baby care (China only)
                          o Health advice
                          o Beauty tips
                          o Special women' section dedicated to covering career,
                            relationships, money and parenting (Malaysia only)
     ---------------------------------------------------------------------------
     NEWS                 o News through links with local and international news
                            providers
     ---------------------------------------------------------------------------



                                       7
<PAGE>

     ---------------------------------------------------------------------------
     OTHER FACILITIES     o Travel articles and general advice
                          o Bargains and special offers for travel and tours
                          o Travel ticket reservations
                          o Auction site (www.easy2bid.com)
                          o Electronic planning calendars and greeting cards
                            (Scheduler)
                          o Classifieds
                          o E-mail
     ---------------------------------------------------------------------------


OUR KEY STRATEGIES

We have recently de-emphasized our dependence on the portal as our main source
of operating revenues due to the downturn in online advertising in our markets
of operation. We, however, envisage e-commerce to remain a main source of
revenue going forward. Our revised present strategy is to concentrate on the
development and growth of our e-commerce activities and software engineering and
e-commerce consulting services, while continuing to update our online abilities
by automating our portal content, upgrading our set-top box software and server
applications technologies and expanding our set-top box distribution network.

     a. Advertising

     Although the downturn in the online advertising industry has affected our
     total revenue, we continue to offer advertising on our portals in China and
     Malaysia.

     The principal forms of advertising that we offer are: banner ads (small,
     rectangular graphics that appear on most consumer Websites, with either
     static or moving graphics); button ads (small, squarish ads that are
     usually at the bottom of a Webpage and contain only a corporate name or
     brand, and which link the Webpage directly to the corporate homepage of the
     advertiser); and sponsorship or co-branded channels (advertising that links
     companies' brands and products with the editorial content on targeted
     Websites).

     We use a range of pricing and products to sell advertising content on our
     portals. Our advertising rates, which are often negotiated on a
     case-by-case basis, vary according to several factors including, the
     duration of the advertising contract, the cost per million of page views,
     the commission negotiated and channel sponsorship.

     As part of our strategy to increase our source of online advertising
     revenues, in September of 2000, TecnoChannel incorporated a wholly-owned
     Malaysian corporation, Jobpolitan.com Sdn. Bhd. ("Jobpolitan"). Jobpolitan
     offers a comprehensive suite of interactive recruitment services.
     Advertising corporations will have the option of recruiting employees by
     advertising on the online recruitment Website while job seekers can post
     their resumes on Jobpolitan.com, search the database on job posting and
     also utilize our other extensive career resources. Revenue from our online
     recruitment property remained insignificant during the fiscal year ended
     December 31, 2000. Our goal is to become one of the leading Internet
     recruitment Websites in Malaysia and to expand this service to our other
     operating markets.

     b. E-commerce

     We believe that e-commerce is a natural extension of our portal network.
     Currently, the e-commerce market has not developed in Asia nearly to the
     extent it has in the United States. Consequently, we have only begun to
     generate revenues from online retailing in 1999 within our Malaysian market
     (although revenues for 2000 have increased approximately 90% from our 1999
     figures). We believe that the delay in development is due to several
     factors such as the uncertainty of purchase fulfillment due to the lack of
     quick and efficient delivery systems and inadequate means of payment
     processing. We believe, however, that e-commerce in Malaysia, as well as in
     the rest of Asia, will continue to develop and grow. Our transaction driven
     e-commerce business is currently operated by our subsidiary companies,
     Unioffice Sdn. Bhd. ("Unioffice") and MyWeb E-Commerce Sdn. Bhd. ("MyWeb
     E-Commerce") and generates revenue by selling products or services on the
     Internet.

     Unioffice is engaged in the online sales of office stationery supplies
     while MyWeb E-Commerce is an online shop for fast moving consumer goods.
     MyWeb E-Commerce primarily retails and distributes Unilever, Kao and
     Indocafe branded products.

     To expand our e-commerce business, in January 2000, we acquired a 95.0%
     interest in Easy2Bid Pte. Ltd. ("Easy2Bid"), an Internet auction company
     incorporated in Singapore, in exchange for 6,200 shares of our

                                       8
<PAGE>

     common stock at the agreed value of S$32.26 per share or approximately
     US$19.36 per share. Easy2Bid operates the online auction site,
     www.easy2bid.com. We plan to expand Easy2Bid's business in Singapore and to
     use it as a base to start online auction sites in Malaysia and China.

     We entered into a sales and purchase agreement, dated January 2, 2000, to
     acquire a 66.67% interest in Pacific Office Supplies Sdn. Bhd. ("Pacific
     Office"), a Malaysian corporation, for cash consideration of Malaysian
     Ringgit ("RM") 4,666,667 or approximately US$1,228,070. Pacific Office is
     engaged in the stationery and office supplies trading business. We are in
     the process of developing an online sales operation for Pacific Office and
     we intend to integrate such online operations into our portals in order to
     expand our e-commerce operations. Subsequently, as part of our listing
     application on the Labuan International Financial Exchange ("LFX"), we have
     entered into a letter of intent to dispose of our 66.67% interest in
     Pacific Office due to the similarity of operations with Unioffice. (Please
     refer to Page 11 for further information on the Company's proposed spin-off
     and listing on LFX)

     On April 27, 2000, we entered into a Joint Venture and Shareholders'
     Agreement with three other parties (the "Joint Venture Agreement") to form
     a joint venture for the purpose of undertaking and engaging in the business
     of providing Electronic Delivery Services to, and as a Service Provider
     for, the Electronic Government Project in Malaysia. Under the Joint Venture
     Agreement, the Company is obligated to subscribe for 35% of the total
     issued and paid up capital of the Joint Venture Company, which amounts to
     Malaysian Ringgit ("RM") 350,000 or approximately US $92,000. Pursuant to
     the agreement, the Company is to undertake a lead role in the planning,
     management, organization and implementation of the Electronic Data Services
     and Service Provider for the Electronic Government Project. The first phase
     of the Electronic Government Project is targeted to be completed in the
     second quarter of year 2001.

As part of our efforts to enhance our image and increase public awareness, we
engaged Merger Communications, Inc. ("Merger Communications") for a one year
period, beginning September 28, 1999, to provide media relation services in the
United States. In consideration for such services, Merger Communications
received 15,000 shares of our common stock. In October 2000, we renewed our
contract with Merger for an additional 3 months period ending December 2000 in
return for 30,000 shares of our common stock, which presently have not yet been
issued to Merger Communications.

CUSTOMERS

No customer accounted for more than 5% of total revenues during the fiscal years
1999 and 2000 for any of our three main business lines. We are not dependent
upon any single customer or supplier in our business.

LICENSES

The Thunder and Thunderserv software used in each of our set-top boxes is based
on the Linux operating system. Subject to the redevelopment of the Thunder
software on alternative operating systems, we are not dependent on any
particular licensing agreement or contract.

COMPETITION

Our co-branded set-top boxes, which are manufactured and distributed by set-top
box manufacturers with whom we have entered into strategic partnerships may
compete with set-top boxes manufactured by other companies. However, as the
portal business is part of our overall business strategy, we consider other
set-top box manufacturers in Asia as our potential partners rather than
competitors of our operations.

Our MyWeb Online Service family of Internet properties operates in a highly
competitive product market. Our competitors for Internet traffic and advertising
include other existing Internet portal sites. We believe the principal
competitive factors in the consumer online services industry include:

     o   product features
     o   brand recognition
     o   ease of use
     o   ease of access through distribution channels such as Internet search
         engines and links on other Internet properties
     o   types and manner of advertising
     o   quality of content


                                       9
<PAGE>

We believe that our Internet properties currently compete effectively in these
areas and that we have certain competitive advantages over our competition. Our
competitive advantage arises from our strategic partnerships with companies that
will help direct traffic to our online properties and our ability to customize
Internet properties for each of our target markets. Most significantly, the main
differentiation that sets us apart from our competitors is the localization of
the language and content of the MyWeb Online Service. Such customization of
local content and language has enabled us to better meet the local needs and
requirements of online users' and has helped us to develop a closer relationship
with such individuals. This is of particular significance in our primary
priority market, China, where the majority of the population speaks Mandarin
while the majority of the Web content on the Internet is in English and caters
to the US and European markets.

Our most significant existing competition in our target markets comes from
existing Chinese language Internet portal sites, including:

     o   Sina.com (Chinese);
     o   Netease (Chinese);
     o   263.net (Chinese);
     o   Sohu (Chinese); and
     o   GB Yahoo! (Chinese);

Other potential competitors are:

     o   Eastnet (English);
     o   21cn (Chinese);
     o   Shanghai Online (Chinese);
     o   ChinaByte (Chinese);
     o   Hong Kong Telecom's Navigator (Chinese);
     o   Catcha.com (English);
     o   Lycos Asia (English);
     o   The Star Online (English); and
     o   e-Media (English).

During the first half of the 2000 calendar year, there was a proliferation in
the number of Internet entities that provide free services and rely on
advertising for their revenue, each of which also competes with us for
advertising revenues. However, with the downturn in the online advertising
industry recently, many of these companies have experienced difficulty in
sustaining their operations. We may also encounter competition from ISPs,
Website operators and providers of Web browser software (such as Netscape or
Microsoft) that incorporate search and retrieval features into their offerings.
Our Internet properties compete for user traffic principally on the basis of
ease of use and functionality. We compete for advertising revenues with other
Internet properties and advertising outlets principally on the basis of cost and
results. In addition to our Internet based competition, we also compete with
traditional off-line media such as television, radio, billboards, magazines, and
newspapers for a share of advertisers' total advertising budgets.

Our Thunder and ThunderServ software applications compete with similar software
applications developed by other companies, such as Microsoft's Venus (which is
already available on the Chinese market) and NUWA, which was developed by the
People's Republic of China's Science and Research Institute. We compete with
such software on the basis of cost, functionality, support, and reliability.

Our co-branded set-top boxes, which are manufactured and distributed by set-top
box manufacturers with whom we have entered into strategic partnerships may
compete with set-top boxes manufactured by other companies in sales, and
consequently, Internet user traffic that is directed to our portal network
through our set-top boxes. Microsoft's WebTV was the first company to target the
market for set-top boxes through a combination of software applications for use
in set-top boxes, co-branding of set-top boxes with manufacturers of set-top
boxes, and branded Internet properties targeted towards users of set-top boxes.
We do not consider WebTV as our competitor, as it currently does not operate in
the same Asian markets. However, competition may arise from Asian set-top box
manufacturers such as TCL International Holdings Limited and Legend Holdings
Limited. Although we are not a set-top box manufacturer, we may compete with
these companies in directing Internet user traffic to our portal through our
co-branded set-top boxes.

                                       10
<PAGE>

Competition may also arise from companies which provide alternative access
systems and devices to the Internet, including high speed broadband satellite
service, WAP (wireless application protocol) devices and local multi-point
distribution systems in the Asian markets.

RECENT DEVELOPMENTS

PROPOSED SPIN-OFF AND LISTING ON THE LABUAN INTERNATIONAL FINANCIAL EXCHANGE

On November 29, 2000, we announced our intent to spin-off our set-top box
division as a separate entity through a public listing and an initial public
offering on the U.S. dollar led Labuan International Financial Exchange ("LFX")
as a means of raising additional funds (the "Spin-Off"). In January of 2000, we
also announced a proposed dividend of the Spin-Off company, MyWeb Technologies
Ltd. ("MyTech"), to be paid to MyWeb shareholders, pending a successful spin-off
and initial public offering.

We intend to proceed with the proposed Spin-Off only upon obtaining all of the
necessary regulatory approvals. There can be no assurance, however, that we will
be able to obtain all of the required consents or authorization. In the event
that all requisite approvals are granted, we anticipate completion of the
Spin-Off within 180 days of receiving such approval, although there can be no
assurance that we will be able to complete the Spin-Off successfully. Even
assuming successful completion of the Spin-Off, there can be no assurance that
significant proceeds will be raised through the initial public offering, if at
all.

On February 21, 2001, our proposed Spin-Off subsidiary, MyWeb Tech (a company
incorporated in the British Virgin Islands) obtained approval in principle from
the regulatory bodies of LFX for admission to the Official List of LFX and for
the floatation of the entire issued and paid up share capital of MyTech. The
background of the listing on the LFX are as follows:

The Spin-off will be effected by a series of nearly simultaneous transactions,
as follows:

1. TecnoChannel will make an inter-company transfer of a portfolio of assets
consisting of its set-top box business to MyWeb Access Sdn. Bhd. ("MyA"), a
Malaysian corporation.

2. TecnoChannel will transfer all of its shares in the TecnoChannel subsidiaries
to MyTech. In exchange, MyTech will issue approximately 60.66% of its authorized
but unissued shares to TecnoChannel.

3. MyTech will issue approximately 26.0% of its authorized but unissued shares
to the minority shareholders of MyWeb E-commerce and Unioffice in exchange for
their entire minority interest in MyWeb E-commerce and Unioffice. The
TecnoChannel subsidiaries subsequently will be wholly-owned by MyTech. Following
this transfer, the two minority shareholders of MyWeb E-commerce will own an
aggregate of 25.13% of MyTech (equal to the value of their original 20% of MyWeb
E-Commerce), and the minority shareholder of Unioffice will own 0.87% of MyTech
(equal to the value of his original 25% of Unioffice).

4. MyTech will issue and sell the remaining 13.33% of its authorized but
unissued shares in its initial public offering on the LFX.

5. TecnoChannel will distribute a portion of its newly acquired shares of MyTech
(i.e. the Spin-Off shares) on a pro rata basis to holders of shares of MyWeb
common stock. The pro rata distribution of MyTech shares will be accompanied by
an information statement that describes the Spin-off in which MyTech will
substantially comply with Regulation 14A or Regulation 14C under the Exchange
Act.

In April, 2001, MyTech received verbal approval from LFX's regulatory body to
list its shares on the LFX, with formal approval to be granted upon finalization
of the terms of the Spin-Off and the disclosure of certain shareholder
information. MyTech anticipates that its shares will be listed on the LFX by the
end of May. The Spin-Off has been structured as described herein based on market
and tax considerations. Market considerations lead to the transfer of 100%
ownership in the TecnoChannel subsidiaries (and, accordingly, the set-top box
business) by TecnoChannel to MyTech in order to increase MyTech's value in
anticipation of its initial public offering on the LFX. Tax considerations
dictate the Spin-off be made by a MyWeb subsidiary to avoid an additional
corporate tax to MyWeb.

On February 15, 2000, we entered into a license and service agreement with MyWeb
Americas, Inc. ("MyWeb Americas"). The agreement allowed MyWeb Americas to
develop, offer and promote television Internet access and Spanish and

                                       11
<PAGE>

Portuguese versions of our MyWeb Online Services to markets in Latin America.
Under the agreement, MyWeb Americas was permitted to use our Thunder and
Thunderserv software, along with our intellectual property rights relating to
our MyWeb Online Service. In addition, they were also granted the right to
sub-license and promote our technology within the Latin American markets. The
agreement and license was valid for a term of five years, with provisions for
automatic extensions of successive three-year terms. Both parties had the right
to terminate the agreement and license by providing at least 90 days' notice
before the end of a term. In accordance with the agreement, MyWeb Americas
issued to us 3,405,405 shares of its common stock. MyWeb Online Services for the
Latin American market was launched in 2000 in Mexico and Brazil.

We entered into a Shareholders' Agreement, dated February 15, 2000, among all of
the shareholders of MyWeb Americas (the "Shareholders' Agreement"). Subject to
certain exceptions, the Shareholders' Agreement provided shareholders with a
right of first refusal to purchase any shares of MyWeb Americas that any
shareholder wished to sell and tag-along rights to include a pro-rata portion of
their shares in any proposed sale of shares by a shareholder. Shareholders who
wished to transfer their shares are required to obtain an opinion of counsel
that such transfer may be effected without registration under the U.S.
Securities Act of 1933, as amended, or that such shares had been registered with
the Securities Exchange Commission under an effective registration statement.
Subject to certain terms and conditions, the shareholder of MyWeb Americas'
Series A preferred shares had an option to purchase additional Series A
preferred shares and a right of first offer to subscribe for any additional
shares that MyWeb Americas proposed to issue. In addition, certain actions could
not be taken, including, but not limited to, altering the rights or privileges
of MyWeb Americas' Series A preferred shares, entering into any transaction with
an affiliate and the incurrence or guaranty of indebtedness in excess of
$500,000, without the vote of the directors elected by such shareholder owning
the Series A preferred shares.

MyWeb Americas ceased its operations in Latin America during the fourth quarter
of 2000 with the operations of their Websites in Brazil and Mexico either having
been assumed by other parties or closed down. MyWeb Inc.com did not incur any
write-down in investments from the closure of MyWeb Americas since we did not
make any monetary investment in MyWeb Americas. We received our shares in
exchange of our set-top box technology licensed to MyWeb Americas. We also have
not recognized any revenues from the licensing of our technology nor have we
written-off our investment upon the cessation of MyWeb Americas operations since
we suffered no losses in terms of cash or in our books.

In May 2000, we obtained approval from the Singapore Exchange Securities Trading
Limited ("SGX") for a secondary listing of the Company's common stock on the
Stock Exchange of Singapore. However, due to the market conditions, the Company
has deferred the secondary listing of the common stock on the SGX until a later
date to be determined.

On February 23, 2001, MyWeb Beijing ("MWB BJ") completed a series of agreements
with Beijing ShunTiamHang Investment and Management Co. Ltd. (collectively,
"Beijing STH Investment"). Pursuant to the terms of the agreements, Beijing STH
Investment agreed to invest a total of RMB3 million or approximately US$362,000
in MWB BJ, in return for 22% of the total issued and paid up capital of MWB BJ.
The full payment price was received by MWB BJ as of March 31, 2001.

Under the terms of the agreement, Beijing STH Investment has the right and
option to:

(i) convert its MWB BJ shares into newly issued MyWeb common stock of equivalent
value. The purchase price or conversion price is set at the closing price of
MyWeb common stock on the market day prior to the date of the Investment
Agreement.

(ii) purchase the following number of shares of MyWeb common stock within one
year of February 23, 2000, the date of the agreement:

     (a) 1,000,000 shares of common stock at the agreed discount rate of 40% of
         the average market price for the 21 days prior to the date of the
         intended purchase.

     (b) an additional 1,000,000 shares of common stock at the agreed discount
         rate of 20% of the average market price for the 21 days prior to the
         date of the intended purchase.

     (c) an additional 800,000 shares of common stock at no discount of the
         average market price for the 21 days prior to the date of the intended
         purchase.

GOVERNMENT REGULATION OF THE PRC INTERNET INDUSTRY


                                       12
<PAGE>


OVERVIEW. The PRC is currently our largest and most important market. The
Chinese market poses certain macro-economic and regulatory risks and
uncertainties. At present, there is no legislation in the PRC directly
addressing the Internet businesses in which we operate.

Although the PRC has implemented a wide range of market-oriented economic
reforms, continued reforms and progress towards a full market-oriented economy
are uncertain. There are substantial uncertainties regarding the proper
interpretation of existing PRC laws and regulations relating to the Internet.
The PRC does not have a well-developed body of laws governing foreign
enterprises, such as those relating to the permissible percentage of foreign
investments. Official Chinese statements regarding these evolving policies have
been conflicting and are subject to broad interpretation and modification.

The legal issues, risks and uncertainties relating to the PRC government laws
and regulations generally relate to the legality of MyWeb Beijing's ownership
structure, whether the PRC government will restrict or prohibit the distribution
of content over the Internet, whether the imposition of additional regulatory
requirements may result in our non-compliance with applicable law, and whether
we will be able to acquire future licenses or permits necessary to conduct our
operations in the PRC. Because many Chinese laws, regulations and legal
requirements with regard to the Internet are relatively new and untested, their
interpretation and enforcement may involve significant uncertainty. In addition,
the Chinese legal system is a civil law system in which decided legal cases have
limited binding force as legal precedents. As a result, in many cases it is
difficult for us to determine the type of content that may result in liability
for a Website operator.

According to applicable regulations in the PRC, Internet companies in China are
required to complete security filing procedures with the local public security
bureau and to regularly update the local public security bureau regarding
information security and censorship systems for their Websites. MyWeb Beijing
has adopted security maintenance measures, including employing personnel to be
responsible for its security systems, and exchanging information with the local
public security bureau with regard to sensitive or censored information and
Websites on a regular basis.

Our legal structure and scope of operations in China could be subjected to
restrictions, which could result in severe limitations in our ability to conduct
business in the PRC.

RESEARCH AND DEVELOPMENT

The amount we spent on research and development in 1999 and 2000 was
approximately $418,000 per year. Research and development remains a critical
element in our business and we have maintained our level of expenditure in 2000
in order to remain competitive in the set-top box market. We are currently
working on several research and development projects, both in-house and in
collaboration with our partners to improve our service delivery, including the
following:

(i) The development of a broad band set-top box with new added features
including, Video on Demand (VOD) which provides DVD quality pictures, Internet
phone via the set-top box and the option of handwritten input instead of
keyboard input. We are also developing a server software to support the VOD
feature of the broadband set-top box. In addition, we are constantly upgrading
the components of our set-top box design in order to maximize the integration of
the latest developed chips and components while finding means to produce such
product at a lower cost by utilizing cost effective solutions.

(ii) The joint development with major PRC banks of a television banking service
to be provided to consumers via the set-top box. This banking service will
enable set-top box users to enjoy banking through their television by connecting
them to the call center of their bank.

(iii) The development of an identification card or Smart Card application for
security and the e-commerce payment systems in China.

(iv) The development of a short message system (SMS) which allows subscribers to
be alerted of important deadlines of assigned tasks as well as payment and
project deadlines. This application is targeted to corporate users as a useful
and effective project management tool..

(v) The development of an office automation system for corporate users with
features such as paperless stamping, signature, approval comments, as well as
file management.

INTELLECTUAL PROPERTY


                                       13
<PAGE>

Although our success depends on maintaining and protecting our intellectual
property including our software and our trademarks and tradenames, we have not
registered any of our trademarks in the United States or abroad. We are
currently in the process of registering our trademark of MyWeb in Malaysia, Hong
Kong, Singapore, Thailand, Indonesia, Philippines and India and have
successfully registered the trademark in the People's Republic of China.

We have entered into agreements with some of our employees, business partners,
licensees and others which provide for certain protections of our intellectual
property. Despite these precautions, it may be possible for a third party to
copy or otherwise obtain and use our licensed services or technology without
authorization or to develop similar technology independently. Policing
unauthorized use of our intellectual property is difficult and we have no
assurance that the steps we have taken to protect our proprietary rights will be
adequate because:

(i) effective trademark, copyright, and trade secret protection may not be
available in every country in which our products and Internet properties are
distributed or made available through the Internet, and the global nature of the
Internet makes it currently virtually impossible to control the ultimate
destination of our products;

(ii) while we try to ensure that our licensees maintain the quality of our
brand, our licensees may take actions that could materially and adversely affect
the value of our proprietary rights or the reputation of our products and
Internet properties; and

(iii) protection of the distinctive elements of MyWeb may not be available under
copyright law.

Our proprietary information and technology is not patented and may not be
patentable. We believe that the success of our business depends in part on our
proprietary technology, information, processes and know-how. We generally try to
protect our intellectual property rights based on trade secrets and patents as
part of our ongoing research, development, and manufacturing activities.
However, there can be no assurance that:

(i) we have adequately protected or will be able to adequately protect our
technology;

(ii) our competitors will not be able to utilize our existing technology or
develop similar technology independently;

(iii) the claims allowed on any patents held by us will be broad enough to
protect our technology; or

(iv) foreign intellectual property laws will adequately protect our intellectual
property rights.

The "www.myweb.com" and "www.myweb.net" URLs in the United States , among other
URLs which contain "myweb" in their URL names, are currently owned by unrelated
third parties. There is no assurance that these third parties will not make a
claim against us in the future. The current law regarding Internet user names
remains unclear. We may be required to defend the use of our name within the
United States in a future litigation. This could result in significant legal
costs and expenses which may have a material adverse effect on our business,
results of operation and financial condition.

We entered into a two-year Binary License and Redistribution Agreement with Sun
Microsystems, Inc. ("Sun") in March 1999 (the "Sun Agreement"). The Sun
Agreement permits us to reproduce and redistribute Sun's "JavaOS for Consumers"
and its "Personal Applications Browser". We have not incorporated the licensed
Sun Java technology into any of our co-branded set-top boxes primarily due to
technical issues, and we have no intention to do so in the future. For the
"JavaOS for Consumers", the royalties payable under the Sun Agreement in the
first and second year were $234,000 and $360,000, respectively. For the
"Personal Applications Browser", the royalties payable in the first and second
years were $22,750 and $35,000, respectively. We have recognized expenses
related to the Sun Agreement in the amount of $98,750 under Cost of Revenues for
the fiscal year ended December 31, 2000. However, we have not made any payment
under the Sun Agreement and are disputing our obligation to pay any amounts
under the agreement. Upon finalizing the dispute with Sun Microsystems Inc., we
expect to be able to reverse the total amount of $355,500 recognized to date.

EMPLOYEES

At December 31, 2000, we employed a total of 121 full-time employees, including
approximately 56 in sales and marketing, 38 in design and technical positions,
and 28 in finance and administration. Of these full-time employees, 37 are based
in China (including Hong Kong), 83 are based in Malaysia (also serving the
Singapore market) and one is based in Singapore. Presently, we do not have any
employees based in the United States.

As of the end of December 1999, we employed a total of 109 full-time employees,
including approximately 40 in sales and marketing, 48 in design and technical
positions, and 21 in finance and administration. Of these full-time employees,
47 were based in China (including Hong Kong), 58 were based in Malaysia (also
serving the Singapore market), three were based in Singapore and one employee
was based in the United States. As of the end of December 1998, we employed 14


                                       14
<PAGE>

full-time employees based in Malaysia, of which three were in sales and
marketing, five in design and technical positions and six employees in general
administration.

ITEM 2. DESCRIPTION OF PROPERTY

We currently do not own any real property and lease our offices in Kuala Lumpur,
Malaysia. We have entered into lease arrangements with Woi Seen Chin Enterprises
Sdn. Bhd. and Selekta Bakti Sdn. Bhd. Our lease with Woi Seen Chin Enterprises
is for approximately 5,000 square feet of commercial office space located at
Unit G506 & G606, Blk G, Phileo Damansara I, Jalan Damansara, Malaysia and our
lease with Selekta Bakti is for approximately 5,000 square feet of commercial
office space located at G505 & G605, Blk G, Phileo Damansara I, Jalan Damansara,
Malaysia. Both leases expire in June 2001 and upon expiration, it is expected
that the terms of the leases will be renegotiated.

We have also entered into lease arrangements with Beijing Chongwen-New World
Properties Development Co. Ltd. for our Beijing office which expires in April,
2002. In addition, we have entered into a month-to-month lease arrangement with
Office General, Inc. for office support services in San Francisco. For our
Singapore offices, we use office space on a rent-free basis provided to us by a
former director of MyWeb, Danny Teow Teck Toe.

Our primary asset investment is in our computer servers and computer systems. In
the year 2000, the cumulative expenditures on computer servers and computer
systems amounted to $280,000. We own all of our servers and computer systems. We
currently have more than 25 servers in the aggregate in Malaysia, Singapore and
China.

ITEM 3. LEGAL PROCEEDINGS

From time to time we expect to be subject to legal proceedings and claims in the
ordinary course of our business. Such legal proceedings or claims, even if not
meritorious, could result in the expenditure of significant financial and
managerial resources. See Note 10 to the Consolidated Financial Statements on
page F-14.

Neither MyWeb nor any of its subsidiaries is engaged in any legal or arbitration
proceedings either as a plaintiff or defendant in respect of any amounts or
claims which could have a material adverse effect on our business, financial
condition or results of operations. We are not aware of any legal or arbitration
proceedings pending or threatened against us or any of our subsidiaries or any
facts likely to give rise to any such proceedings which might materially affect
our business, financial condition or results of operations.

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

None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

Our common stock was included for quotation on the OTC Bulletin Board under the
symbol "ASMC" during fiscal 1997 and 1998. During fiscal 1997 and 1998, there
was essentially no trading in the common stock. From February 23, 1999 until
March 23, 1999, our common stock traded on the OTC Bulletin Board under the
symbol "ASMC(D)." From March 24, 1999 until March 12, 2000, our common stock
traded on the OTC Bulletin Board under the symbol "MYWB." Since March 13, 2000,
our common stock has traded on the AMEX under the symbol "MWB". The following
table sets forth the high and low closing bid prices or the high and low sale
prices for transactions on our common stock for the periods indicated. The
quotations shown prior to our listing on AMEX reflect inter-dealer prices,
without retail mark-up, mark-down or commissions and may not represent actual
transactions.

<PAGE>

<TABLE>
<CAPTION>

                                                   Period          High Bid or Sale        Low Bid or Sale
                                                                         Price                  Price

<S>                                              <C>                        <C>                    <C>

1999.................................            (1/1 - 12/31)              30.13                  0.06
                                              1Q (1/1 - 3/31)               24.75                  0.06
                                              2Q (4/1 - 6/30)               21.50                  8.25
                                              3Q (7/1 - 9/30)               13.38                  8.25
                                              4Q (10/1 - 12/31)             30.13                 10.88

2000.................................            (1/1 - 12/31)              27.00                  0.38
                                              1Q (1/1 - 3/31)               27.00                 12.88
                                              2Q (4/1 - 6/30)               12.75                  1.75
                                              3Q (7/1 - 9/30)                4.69                  0.50
                                              4Q (10/1 - 12/31)              2.38                  0.38

2001.................................         1Q (1/1-3/31)                  0.90                  0.19

</TABLE>

Over the first quarter of 1999, our stock price rose dramatically. This increase
was due to the acquisition of TecnoChannel. Trading of our shares commenced
thereafter in the first quarter of 1999.

HOLDERS

As of March 31, 2001, there were approximately 157 holders of record of our
common stock. As of such date, there were approximately 1,400 beneficial owners
holding 100 shares or more of our common stock.

DIVIDENDS

We did not declare any cash dividends on our common stock during the most recent
two fiscal years. It is our present policy not to pay cash dividends on the
common stock but to retain earnings, if any, to fund growth and expansion. Any
payment of cash dividends on the common stock in the future will be dependent on
our financial condition, results of operations, current and anticipated cash
requirements, plans for expansion, as well as other factors that our Board of
Directors deems relevant.

RECENT SALES OF UNREGISTERED SECURITIES

Sales of unregistered shares in the first three quarters of 2000 have already
been reported in our quarterly filings.

We entered into a subscription agreement, dated March 23, 2000, with Asia
Internet Assets, Inc. ("Asia Internet") pursuant to which Asia Internet agreed
to subscribe for 250,000 shares of our common stock at a price of $10 per share
in an unregistered offering pursuant to section 4(2) or 3(b) of the 1933
Securities Act, as amended (the "Securities Act"). Asia Internet paid $1.0
million of the total purchase price on April 4, 2000, and under the terms of the
agreement was to pay the remaining sum of $1.50 million within 30 days
thereafter. Asia Internet represented that it is an accredited investor as such
term is defined in Rule 501 of Regulation D and acknowledged that the shares
were being purchased for its own account and not for distribution or resale to
others.

On December 27, 2000, we amended the terms of the private placement with Asia
Internet by increasing the number of shares of MyWeb common stock to be issued
to Asia Internet for aggregate proceeds of $2.5 million from 250,000 shares to 5
million shares. Under the terms of the amended agreement, we received an
additional payment of $1.0 million on January 8, 2001, and was to receive
payment of the remaining sum of $500,000 by March 30, 2001. We have agreed with
Asia Internet to defer collection of the remaining $500,000 until after the
issuance of 4 million shares.

The Company also entered into a Licensing and Shareholder Agreement, dated March
29, 2000 (the "Adgator Agreement"), with Adgator.com Co., Ltd. and Adgator Inc.
(collectively, "AC/AI"). Under the terms of the Adgator Agreement, AC/AI had
agreed to purchase, and we had agreed to sell to AC/AI, within three (3) months
of the date of the agreement, $1.0 million worth of the our common stock at a
price per share equal to a 30% discount from the one week average price from the
agreement date. We received a non-refundable deposit of $100,000 from AC/AI in
April 2000. Subsequently, AC/AI indicated that they would not proceed with the
purchase of common stock and the deposit of $100,000 had been forfeited.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS


                                       16
<PAGE>

As discussed below, during fiscal year 2000, we generated increased revenues
from our operations in part due to the growth of our operations and the
acquisition of other companies. In addition, we also reduced our total operating
expenses as a result of the implementation of cost control measures in our
worldwide operations.

We have a limited operating history upon which to base an evaluation of our
business and prospects. We have yet to achieve significant revenues, and our
ability to generate significant revenues in the future is uncertain. Further, in
view of the rapidly evolving nature of our business and our limited operating
history, it is not possible to forecast future revenues. We believe, therefore,
that period-to-period comparisons of our financial results are not necessarily
meaningful, and you should not rely upon them as an indication of future
performance.

Our business and prospects must be considered in light of the risks, expenses
and difficulties frequently encountered by companies in their early stages of
development, particularly companies in new and rapidly evolving markets such as
the Internet and e-commerce. In addition, our revenues depend substantially upon
the level of activity on our Internet properties and our ability to successfully
create brand name awareness and market recognition for our products and
services. Although we have experienced growth in our revenues since our merger
with TecnoChannel in February 1999, there can be no assurance that our revenues
will continue at their current rate of growth or that we will be able to operate
profitably.

CONSOLIDATED RESULTS OF OPERATIONS

REVENUES

The following table and discussion highlights our revenues for the years ended
December 31, 2000 and 1999.

                                                         2000         1999

Revenues:                                                (in thousand dollars)

     Advertising, design work, software
       engineering and e-commerce consulting services     $213          $498
     Electronic commerce                                 5,603         2,940
     Subscription services, Licensing and others           510            74
                                                       -------       -------

     Total Revenue                                     $ 6,326       $ 3,512
                                                       =======       =======


Our business is principally located in Asia. We currently generate revenues from
each of our three operating areas: (i) advertising and design work, (ii)
software engineering and e-commerce consulting services and (iii) e-commerce and
licensing/subscription services. Advertising, electronic commerce and other
revenues are generated mainly from businesses marketing to Internet users of our
online properties. Such revenues consist mainly of advertising and related
revenues, fees associated with electronic commerce and the sale of merchandise.
Software engineering and e-consulting services are generated mainly from our
corporate customers. Subscription services revenues are generated from our
set-top Internet terminal customers. There are no significant seasonality
factors in advertising and e-commerce, our primary businesses.

COSTS AND EXPENSES

The following table and discussion highlights our costs and expenses for the
years ended December 31, 2000 and 1999.

                                                         2000         1999
                                                      (In  thousand dollars)

     Costs and expenses:
     Costs of revenues                                 $ 4,923      $ 3,530
     Sales and marketing                                 2,857        6,326
     Product Development                                   590        4,396
     General administration                              4,290        2,659
                                                       -------      -------
     Total costs and expenses                          $12,660      $16,911
                                                       =======      =======


                                       17
<PAGE>

COMPARISON OF THE YEAR ENDED DECEMBER 31, 2000 TO THE YEAR ENDED DECEMBER 31,
1999

Total Revenues

An important component of our business strategy in our Interactive Online
Services business is the diversification of our core services and an increasing
reliance on our online commerce and software engineering/e-commerce consulting
services in addition to other revenues, as the online advertising market
experiences a downturn. These revenues include electronic commerce revenues, the
sale of merchandise and software engineering and consulting revenues. The growth
of electronic-commerce and other revenues is important to our business
objectives, as these revenues provide an important contribution to our operating
results. Advertising revenues are expected to decrease in importance due to the
current market sentiments as to the effectiveness of online advertising. We
believe, however, that we will be able to capitalize on any potential increase
in advertising spending due to our large, active and growing user base in the
emerging markets.

Revenues increased from $3.51 million in the year ended December 31, 1999 (the
"1999 Period") to $6.33 million in the year ended December 31, 2000 (the "2000
Period"), an increase of 80%. This increase was mainly attributable to revenue
generated from e-commerce transactions in the amount of $5.60 million. No
customer accounted for more than 10% of total revenues during the year ended
2000.

Cost of Revenues

Cost of revenues includes the costs of merchandise sold. Cost of revenues
increased 39% from $3.53 million in the 1999 Period to $4.92 million in the 2000
Period. This increase was mainly due to the increase in e-commerce transactions
and sales of set-top boxes. As of December 31, 2000, we have recognized expenses
related to the Sun Agreement for the amount of $98,750 under Cost of Revenues
for the 2000 Period. However, we have not made any payment under the Sun
Agreement and are disputing our obligation to pay any amounts under the
agreement. Upon finalizing the dispute with Sun Microsystems Inc., we expect to
be able to reverse the total amount of $355,500 recognized to date.

Total Operating Expenses

Total operating expenses decreased 42% from $13.38 million in the 1999 Period to
$7.74 million in the 2000 Period. The decrease was primarily attributable to a
reduction in:

i)     sales and marketing expenses from $6.33 million in the 1999 Period to
$2.86 million in the 2000 Period;

ii)    product development expenses from $4.40 million in the 1999 Period to
$590,000 in the 2000 Period; and

iii)   offset by the increase in general and administration expenses from $2.66
million in the 1999 Period to $4.29 million in the 2000 Period.

Sales and marketing expenses include non-monetary stock compensation expense,
employee compensation, the costs to acquire and retain subscribers, and
advertising and other promotion and marketing related expenses. The sales and
marketing expenses decreased 55% from $6.33 million in the 1999 Period to $2.86
million in the 2000 Period, and decreased as a percentage of total revenues from
180% in the 1999 Period to 44% in the 2000 Period. The decrease was primarily
attributable to the reduction in stock compensation expense from $4.6 million in
the 1999 Period as compared to $1.2 million in the 2000 Period. The stock
compensation expense in the 2000 Period was in connection with the excess of the
fair value over the exercise prices of options granted to a certain sales and
marketing employees in 1999 which became exercisable over a two year exercise
period. The stock compensation expense incurred in the 1999 Period was in
connection with certain sales and marketing employees who were allowed to
exercise their options without paying the exercise price (cashless exercise) as
well as the excess of the fair value over the exercise prices of options granted
to certain sales and marketing employees which became immediately exercisable on
the date of the grant.

Product development expenses consist primarily of non-monetary stock
compensation expense, employee compensation relating to the development and
enhancement of features of the MyWeb Online Service properties and our products,
and the outsourcing of certain research and development work.

                                       18
<PAGE>

Product development expenses decreased 87% from $4.40 million in the 1999 Period
to $590,000 in the 2000 Period, and decreased as a percentage of total revenues
from 125% in the 1999 Period to 9% in the 2000 Period. The decrease in product
development costs was primarily due the decrease in stock compensation expense
from $3.9 million in the 1999 Period as compared to $171,000 in the 2000 Period.
The stock compensation expense in the 2000 Period was in connection with the
excess of the fair value over the exercise prices of options granted to certain
product development employees in 1999 which became exercisable over a two year
period. The stock compensation expense incurred in the 1999 Period was in
connection with certain product development employees who were allowed to
exercise their options without paying the exercise price (cashless exercise) as
well as the excess of the fair value over the exercise prices of options granted
to certain product development employees which became immediately exercisable on
the date of the grant. We have expensed all internal product development costs
as incurred and expect to incur increased product development costs in future
periods in order to remain competitive. The decrease in product development
expenses as a percentage of total revenues was primarily a result of the
substantial growth in revenues.

General and administration expenses increased 61% from $2.66 million in the 1999
Period to $4.29 million in the 2000 Period, but decreased as a percentage of
total revenues from 76% in the 1999 Period to 67% in the 2000 Period. General
and administration expenses consist primarily of employee compensation, employee
related expenses, amortization of goodwill and fees for professional services.
The increase in general and administration expenses for the 2000 Period was
primarily attributable to higher fees due to the increase in professional
services and fees related to the Company's application for a Secondary Listing
on the Singapore Stock Exchange during the 2000 Period. Other factors include an
increase in employee compensation, charges incurred for settlement of a claim,
an increase in the amount of goodwill expense amortized arising from
acquisitions during the year and a general increase in operational expenses in
the 2000 Period. The decrease in general and administration expenses as a
percentage of total revenues was primarily a result of the substantial growth in
revenue.

Stock-based Compensation Expense
--------------------------------

We have recorded total stock based compensation expense of $1.51 million for the
2000 Period in connection with certain employees who were allowed to exercise
their options without paying the exercise price and the excess of the fair value
over the exercise price of options granted to other employees. The cashless
exercise is treated similarly to a stock appreciation right and the difference
between the fair value of the stock and the exercise price of the option is
recognized as compensation expense. We do not expect this to be a recurring
expense item in the future, as all options will be required to be exercised by
payment of the exercise price. The stock compensation expense has been allocated
to the various categories of expenditure based on the job function of the
employees.

Net Income (Loss)
-----------------

We recorded a net loss of $6.44 million or $0.58 per share, for the 2000 Period
(based on the weighted average outstanding shares of 11,112,285 for the year
ended December 31, 2000) compared to net loss of $13.40 million, or $1.31 per
share for the 1999 Period (based on the total outstanding shares of 10,241,352
during December 31, 1999). This reduction in net loss was primarily attributable
to an increase in revenues primarily from e-commerce activities and the
reduction of sales and marketing and product development expenses in the 2000
Period.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2000, we had cash and cash equivalents totaling $511,000
compared to $2.36 million at December 31, 1999. For the 2000 Period, cash used
in operating activities of $2.89 million was primarily due to the net loss of
$6.44 million in such period.

Cash used in investing activities was $316,000 for the 2000 Period compared to
$336,000 for the 1999 Period. The capital expenditure of $274,000 for the 2000
Period consisted of the purchase of computer hardware and software and other
office equipment.

For the 2000 Period, cash provided by financing activities of $1.36 million was
derived primarily from the private placement of shares of common stock, from
which we received gross proceeds of $1.0 million. Because we experienced
negative cash flow from operations in the 2000 period and since it is our
expectation that we will continue to incur negative cash flow during the
continued expansion of our products and services in China and the other emerging
markets, we may require additional capital. The sale of additional equity or
convertible debt securities, if required, may result in additional

                                       19
<PAGE>

dilution to the holders of our common stock. There can be no assurance that
additional financing, if required, will be available on terms and conditions
acceptable to us, if available at all.

Our principal capital expenditures currently in progress relate to the planned
expansion of our business in the emerging markets. We plan to fund this
expansion through our existing internal sources of funds. We are also currently
actively looking for opportunistic acquisitions and/or joint ventures which
could complement our existing businesses. Any such acquisitions or joint venture
would be funded through our existing funds or any new capital raised where
appropriate. In the past two years, the amount of principal capital expenditures
(used for communication equipment, office equipment, furniture and leasehold
improvements) was $347,000 and $274,000 in the 1999 and 2000 Periods,
respectively.

At December 31, 2000, we had negative working capital of $3.13 million, compared
to working capital of $1.20 million at December 31, 1999. Current assets
decreased by $1.36 million, from $4.69 million at December 31, 1999 to $3.33
million at December 31, 2000, while current liabilities increased by $3.0
million, from $3.45 million to $6.45 million, over this same period. The
decrease in current assets was primarily attributable to a decrease in cash and
cash equivalents in the 2000 Period. The change in current liabilities was due
to increases in other accrued expenses and liabilities, primarily related to our
subsidiaries in China, Malaysia and Singapore.

The Company completed a private placement of 250,000 shares of its common stock
on March 23, 2000 for aggregate proceeds of $2.5 million. Under the terms of the
agreement, we received an initial payment of $1.0 million on April 4, 2000. On
December 27, 2000, the Company and Asia Internet Assets Inc. ("Asia Internet")
amended the terms of the private placement agreement previously entered into by
increasing the number of shares of MyWeb common stock to be issued to Asia
Internet for aggregate proceeds of $2.5 million from 250,000 shares to 5 million
shares. Under the terms of the amended agreement, we received an additional
payment of $1.0 million on January 8, 2001. Subsequently, we have agreed to
permit Asia Internet to defer the payment of the remaining $500,000 until the
issuance of 4 million shares of our common stock.

The Company also entered into a Licensing and Shareholder Agreement, dated March
29, 2000 (the "Adgator Agreement"), with Adgator.com Co., Ltd. and Adgator Inc.
(collectively, "AC/AI"). Under the terms of the Adgator Agreement, AC/AI had
agreed to purchase, and we had agreed to sell to AC/AI, within three (3) months
of the date of the agreement, $1.0 million worth of the our common stock at a
price per share equal to a 30% discount from the one week average price from the
agreement date. We received a non-refundable deposit of $100,000 from AC/AI in
April 2000. Subsequently, AC/AI indicated that they would not proceed with the
purchase of common stock and the deposit of $100,000 had been forfeited.

PLAN OF OPERATION

Total operating expenses incurred during the 2000 Period was $7.74 million and
the total non-recurring expenditures (arising from the stock compensation
expense) during the same period totaled $1.51 million as compared to Net
Revenues of $6.33 million. While we do not expect to incur similar non-operating
expenditure for the stock compensation expense in 2001, we expect to incur
operating expenditures of $4.0 to $4.5 million in 2001 for our operations.

We are continuing to pursue leads for additional possible investors. We believe
that with additional funds, we will be able to meet our current expenditure
requirements and achieve our targets as mentioned below for the year 2001. Any
additional funds raised will determine the speed which such operations are
pursued.

We have targeted to achieve break-even status by 2001 in our Asian operations by
expanding services in our current operating markets. During the 2000 Period, we
expanded our services to include software engineering and e-commerce consulting
services, in addition to our established operations, to capitalize on the demand
for such services in the Asian region. By providing a range of integrated
services along with running our portal services in the emerging markets, we
expect to obtain a competitive edge over our competitors.

We believe that our current funds, together with the cash generated by our
operations and the proceeds, if any, raised by the completion of the proposed
spin-off of MyTech upon successful listing on the LFX, will be sufficient to
meet our working capital requirements for the next twelve months. We do not
expect to incur any significant capital expenditure in 2001. In order to provide
for any potential or unanticipated need for additional financing, we are
currently in negotiations with several parties to obtain additional funds,
however, there can be no assurance that such financing will be available on
terms and conditions acceptable to the Company, if available at all. If such
financing is necessary and cannot be obtained, we

                                       20
<PAGE>

would be required to reduce or postpone expenditures and curtail operations. Any
such postponement could have a material adverse effect on the Company's business
and results of operation.

INFLATION

We believe that inflation has not had, and will not have in the future, a
material effect on our results of operations.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of MyWeb and the Report of Independent
Auditors thereon are included as part of this report beginning on page F-1
attached hereto.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On March 5, 2001, we dismissed Arthur Andersen & Co. ("Arthur Andersen"), the
independent accountants that had audited our financial statements for the fiscal
year ended December 31, 1999, after we were unable to agree to the monetary
terms of enagagement for such services for the fiscal year ended December 31,
2000.

Arthur Andersen's report on our financial statements for the fiscal year ended
December 31, 1999, did not contain an adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles. The removal of Arthur Andersen was approved by our Board
of Directors. There were no disagreements between us and Arthur Andersen on any
matter of accounting principles or practice, financial statement disclosure, or
auditing scope or procedure.

On March 5, 2001, we engaged Peterson & Co. as the principal accountant to audit
our financial statements for the fiscal year ended December 31, 2000. Prior to
such selection, Peterson & Co. had not performed any services for the Company.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth, the names, ages and positions of our directors
and executive officers as at March 31, 2001. Their respective backgrounds are
described below.

NAME                       AGE              POSITION
----                       ---              --------

Nin Contreras              45       President and Chief Executive Officer
Thean Soon Wong            29       Chairman and Director
Victor Fook Ai Ng          52       Director and Secretary
Alvin Roy Granoff          52       Director
K. Shanmugam               40       Director
Dr. Boh Soon Lim           45       Director
Pan Dong                   41       Vice President

-----------


                                       21
<PAGE>

Nin Contreras            Mr. Contreras was appointed President and Chief
                         Executive Officer in March 2000. Mr. Contreras is an
                         accomplished technology executive with over twenty
                         years of professional international business experience
                         throughout Asia Pacific, the U.S., and Europe. Mr.
                         Contreras was formerly the general manager of Sunbeam,
                         Latin America, where he had bottom-line responsibility
                         for the full product portfolio of Sunbeam products in
                         this region. Prior to that, he worked 13 years with the
                         Dutch consumer electronics company, Philips, where his
                         last position was Director of Marketing and Sales of
                         Internet television products worldwide. Mr. Contreras
                         holds a degree in B.Sc. from the University of York
                         (UK) and an MBA from IMI (Geneva, Switzerland).

Thean Soon Wong          Mr. Wong was appointed Chairman of our Board of
                         Directors in February 1999. Mr. Wong is a co-founder of
                         TecnoChannel Technologies Sdn. Bhd. From 1997 to March
                         2000, Mr. Wong was a director and the chief executive
                         officer of TecnoChannel. From 1996 until 1997, Mr. Wong
                         was the executive director of Cybersource Pte. Ltd., a
                         privately-held Internet consulting firm. In 1995, Mr.
                         Wong graduated from the National University of
                         Singapore with a Bachelor of Electrical Engineering
                         degree.

Victor Fook Ai Ng        Mr. Ng was appointed a director in February 1999. From
                         1989 until June 1999, Mr. Ng was the general manager
                         (institutional sales) of J.M. Sassoon, a regional
                         securities brokerage firm headquartered in Singapore.
                         Mr. Ng is on the Board of Directors of The Nanyang
                         Insurance Company Limited, Asiacabletv.com Inc. and
                         Asiapower Investments Limited. Mr. Ng holds a Bachelor
                         of Science (Economics) degree and a Masters of Science
                         (economics) degree from the University of London.

Alvin Roy Granoff        Mr. Granoff was appointed a director in November 1999.
                         Mr. Granoff is an attorney by profession. From
                         1983-1995, Mr. Granoff served as an elected member of
                         the Texas House of Representatives. Mr. Granoff also
                         serves as an executive officer in Granoff Law Offices
                         PC, Granoff Company, Stoneleigh Hotel and River City
                         Hotel LP. Mr. Granoff holds a Juris Doctor from SMU
                         School of Law and a Bachelor of Arts degree from Beloit
                         College.

K. Shanmugam             Mr. Shanmugan was elected a director in May 2000. Mr.
                         Shanmugam is a Partner and Deputy Head of Litigation at
                         the Singapore law firm of Allen & Gledhill. Since
                         January 1993, Mr. Shanmugam has served as a director of
                         Eastern Development Pte. Ltd. Mr Shanmugam has served
                         as a director of SembCorp Industries Ltd. since July
                         1998. He has also served as Director of Asia Food &
                         Properties Ltd. and Golden Agri-Resources Ltd. since
                         July 1997 and May 1999, respectively. He is a mediator
                         with the panel of mediators of the Singapore Mediation
                         Centre, a Fellow of the Singapore Institute of
                         Arbitrators and Chartered Institute of Arbitrators, as
                         well as a Member of the Pabek of Accredited Arbitrators
                         of the Singapore International Arbitration Centre. He
                         was appointed a Senior Counsel of the Singapore Bar on
                         January 19, 1998. Mr Shanmugam graduated with a first
                         class Honors degree from the National University of
                         Singapore in 1984.

Dr. Boh Soon Lim         Dr. Lim, was elected an independent director in May
                         2000. Dr. Lim is currently the Chief Executive Officer
                         of Auric Asset Management Pte. Ltd. and Auric
                         Technology Holdings Pte. Ltd. He is also a director of
                         CSE Systems & Engineering Ltd. and Auric Pacific
                         Enterprise Pte. Ltd. since January 1999 and March 2000,
                         respectively and a director of Auric Asset Management
                         Pte. Ltd. and Auric Technology Holdings Pte. Ltd. since
                         April 2000. Between 1991 to 1999, Dr. Lim was a fund
                         manager at companies such as Rothschild Ventures Asia
                         Pte. Ltd., Prime Partners Assets Management (HK) Ltd.,
                         and UBS Capital Asia Pacific (S) Limited. Dr. Lim
                         graduated with a PhD. in Mechanical Engineering from
                         University of Strathclyde (United Kingdom) in 1985 and
                         has a Graduate Diploma in Marketing Management from
                         Singapore Institute of Management (Singapore) and a
                         Diploma in Marketing from Chartered Institute of
                         Marketing (United Kingdom) which was earned in 1991.


                                       22
<PAGE>

Pan Dong                 Mr. Dong was appointed Vice President in March 2000.
                         Mr. Dong was previously employed by General Electric
                         Company offices in Shanghai and Beijing for a total of
                         4 years prior to joining MyWeb. His other previous
                         employment history included a joint venture in a PVC
                         Window Company, China Project Department, China
                         Machinery Import and Export Corporation, National
                         Institute of Building Materials, Accuride Canada Inc.
                         He was primarily involved in the implementation and
                         monitoring of operations and productivity issues,
                         business developments, investment projects, joint
                         ventures and partnerships, among others. Mr. Dong has
                         an MBA from the University of Western Ontario, Canada
                         and a Master of Science in Industrial Engineering from
                         Wuhan Technology University, China.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, based on a review of the copies of the reports which have been
furnished to us, the following persons are directors, officers, or beneficial
owners of 10% or more of our common stock subject to Section 16(a) of the
Exchange Act that failed to file on a timely basis Forms 3, 4 and/or 5, with
respect to our 2000 fiscal year.

Danny Teow Teck Toe had a reportable event in 2000 and did not timely file a
Form 4 or a Form 5. Free Earth Investments Ltd. had reportable events in 2000
and has not filed Form 4s or a Form 5. Jerisle Ltd. had reportable events in
2000 and has not filed Form 4s or a Form 5. Neutron Enterprises Inc. had
reportable events in 2000 and has not filed a Form 4 or Form 5. Chew Giak Sim,
who owns 50.1% of Neutron Enterprises Inc., if required to do so, has not field
a Form 3, or a Form 4 or Form 5.

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the total compensation paid for the last three
completed fiscal years to our directors and executive officers. Save as
disclosed below, no one serving as an executive officer during the last
completed fiscal year received total annual salary and bonus of $100,000 or more
during any of the last three completed fiscal years.

                                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                ANNUAL COMPENSATION                     LONG-TERM COMPENSATION
                                  ------------------------------------------------------------------------------------
                                                                                       AWARDS            PAYOUT
                                                                                 -------------------------------------
   NAME AND PRINCIPAL                                                                SECURITIES
        POSITION                                                 OTHER ANNUAL        UNDERLYING        ALL OTHER
                         YEAR         SALARY        BONUS        COMPENSATION       OPTIONS/SARS      COMPENSATION
                                       ($)           ($)              ($)               (#)               ($)
           (a)              (b)        (c)           (d)              (e)               (g)               (i)
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>           <C>          <C>                 <C>             <C>   <C>
Thean Soon Wong -          2000         0             0            15,790(1)           50,000          1,737 (2)
Chairman of MyWeb
Inc.com and CEO of
TecnoChannel
----------------------------------------------------------------------------------------------------------------------
                           1999      53,684       5,263           105,263(1)          100,000          7,074(2)
----------------------------------------------------------------------------------------------------------------------
                           1998      25,263      2,1054            31,579(1)             0             3,284(2)
----------------------------------------------------------------------------------------------------------------------
Nin Contreras -            2000      140,000          0                0              135,000              0
President and CEO of
MyWeb Inc.com
----------------------------------------------------------------------------------------------------------------------
</TABLE>

Note:

(1) Represents Mr Wong's fees for services as a director of TecnoChannel
    Technologies.
(2) Represents the Company's contribution to Mr Wong's Employee Provident Fund
    which is required under Malaysian law.


                                       23
<PAGE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                           NUMBER OF
                          SECURITIES           PERCENT OF TOTAL        EXERCISE OR      MARKET PRICE ON
                      UNDERLYING OPTIONS/   OPTIONS/SARS GRANTED TO    BASE PRICE        DATE OF GRANT      EXPIRATION
         NAME           SARS GRANTED (#)    EMPLOYEES IN FISCAL YEAR     ($/SH)              ($/SH)            DATE
         (a)                  (b)                    (c)                  (d)                  (e)              (f)
----------------------------------------------------------------------------------------------------------------------
<S>                   <C>                    <C>                       <C>              <C>             <C>
Thean Soon Wong             100,000                6.89%                 6.00            16.81(1)        11/06/2004
                            50,000                 9.23%                 1.00            1.00(2)         8/31/2010
----------------------------------------------------------------------------------------------------------------------
</TABLE>
Note:
(1)      Grant date present value $2,380,000.
(2)      Grant date present value $42,500.

<TABLE>
<CAPTION>

         AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                OPTION/SAR VALUES

----------------------------------------------------------------------------------------------------------------------
                                                                                                 VALUE OF UNEXERCISED
                                                                                                     IN-THE-MONEY
                       SHARES ACQUIRED ON                           NUMBER OF SECURITIES        OPTIONS/SARS AT FY-END
         NAME               EXERCISE        VALUE REALIZED         UNDERLYING UNEXERCISED         ($) EXERCISABLE /
                               (#)                ($)            OPTIONS/SARS AT FY-END (#)          UNEXERCISABLE
          (a)                  (b)                (c)           EXERCISABLE / UNEXERCISABLE               (e)
----------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>           <C>                           <C>
    Thean Soon Wong             0                  0              Exercisable: 150,000          Exercisable: 0(1)

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

Note:

(1) The exercise price for all of the Company's common stock underlying the
options at the end of the 2000 fiscal year was above the market price and at
such time had no cash value.

COMPENSATION OF DIRECTORS

STANDARD ARRANGEMENTS. The aggregate remuneration and emoluments (including
fees, salaries, bonuses and commissions) paid to Directors for services rendered
for the financial year ended December 31, 2000 was $15,790. For the current
financial year ending December 31, 2001, the estimated amount payable to the
Directors is $0. Stock options were also granted to George Bayoud, K. Shanmugam,
Alvin Granoff, Dr. Boh Soon Lim and Victor Fook Ai Ng in the amounts of 10,000
shares, 10,000 shares, 15,000 shares, 15,000 shares and 50,000 shares,
respectively, at an exercise price of $1.00 per share. These options, which
became exercisable immediately, were granted on August 31, 2000 and will expire
on August 31, 2010. Mr. Bayoud resigned as a director of the Company in November
2000.

OTHER ARRANGEMENTS. We reimburse each member of our board of directors for out
of pocket expenses incurred in connection with attending board meetings. No
member of our board of directors currently receive any additional cash
compensation.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

In April 1997, we entered into an employment agreement with T.S. Wong. The
agreement does not specify Mr. Wong's term of employment. Either party can
terminate this agreement by providing the other party with one month's written
notice.

In May 1999, we entered into an employment agreement with Danny Teow Teck Toe to
serve as our Chief Operating Officer. The agreement did not specify Mr. Toe's
term of employment. Mr. Toe's annual compensation was $84,000. Mr. Toe resigned
as Chief Operating Officer in March 2000. The Board of Directors appointed Mr.
Toe to serve as a director in November 1999 and he resigned in October 2000.

                                       24
<PAGE>

No new employment agreements were entered into during the 2000 Period

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information regarding beneficial ownership of our
common stock by all shareholders who own 5% or more of our common stock as of
December 31, 2000.

<TABLE>
<CAPTION>


SHAREHOLDERS                               DIRECT INTEREST      INDIRECT INTEREST        TOTAL INTEREST
                                            NO. OF SHARES         NO. OF SHARES          NO. OF SHARES       (%)
--------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>                      <C>
HOLDERS OF 5% OR MORE

T S Wong (1)                                   150,000             2,606,650               2756,650         24.8
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya
Malaysia

Neutron Enterprises Inc. (2)                   863,000                  -                   863,000          7.8
Incubator 2, Unit G3
Technology Park Malaysia
57000 Kuala Lumpur, Malaysia

Dr. Ahmad Mustaffa Babjee                      870,000                  -                   870,000(3)       7.8
Incubator 2, Unit G3,
Technology Park Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit
Jalil

Free Earth Investments Ltd. (4)                778,850                  -                   778,850          7.0
612, Telok Blangah Road
#01-03, Fairways Condominium
Singapore

Meng Fui Cheah                                  20,000               736,287(5)             756,287(6)       6.8
Incubator 2, Unit G3,
Technology Park Malaysia
Lebuhraya Puchong-Sungei Besi, Bukit
Jalil
</TABLE>

Note:

(1)  Of such shares, 2,606,650 are owned of record by Star Channel Systems Sdn.
     Bhd., of which Mr. Wong owns 76.5% of the outstanding stock.
(2)  Neutron Enterprises Inc. is a company which is 50.1% owned by Mr. Sim Chew
     Gaik.
(3)  Includes 20,000 shares Dr. Babjee has the right to acquire beneficial
     ownership of within 60 days.
(4)  Owned of record in the name of Free Earth Investments Ltd. Doris Poh Heem
     Huang (now deceased) was the owner of Free Earth Investments Ltd. Mrs. Poh
     was the wife of Mr. Ng. Under the will of Mrs. Poh, the only beneficiary of
     these shares is Ng E-Ming Joyce, the daughter of Mr. Ng and Mrs. Poh. Mr.
     Ng disclaims beneficial ownership of these shares.
(5)  Owned of record by Jerisle Ltd., of which Mr. Cheah owns 100% of the
     outstanding stock.
(6)  Includes 20,000 shares Mr. Cheah has the right to acquire beneficial of
     ownership within 60 days.

SECURITY OWNERSHIP OF MANAGEMENT

The following table lists the number and percentage of our outstanding shares of
common stock beneficially owned, directly or indirectly, by each director and
named executive officers, and by all of our directors and officers as a group as
at December 31, 2000:


                                       25


<PAGE>

<TABLE>
<CAPTION>

 SHAREHOLDERS                             DIRECT INTEREST       INDIRECT INTEREST        TOTAL INTEREST
                                           NO. OF SHARES          NO. OF SHARES          NO. OF SHARES       (%)

--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                     <C>                  <C>                 <C>

DIRECTORS

T. S. Wong                                    150,000             2,606,650(1)            2,756,650(2)       24.8
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya
Malaysia

Victor Ng                                     128,032               778,850(3)              906,882(4)        8.2
Block G, Unit G606
Phileo Damansara 1
46350
Petaling Jaya
Malaysia


Alvin Roy Granoff                              79,000                                        79,000(5)        0.7
3013 Fairmount
Dallas, Texas
United States of America

Dr. Boh Soon Lim                               15,000                  -                     15,000(6)        0.1
56, Yuk Tong Avenue
Singapore 596357

K.Shanmugam                                    10,000                  -                     10,000(7)        0.1
No. 3 Toh Heights
Sinagpore 507804

OFFICERS
Nin Contreras                                 225,000                  -                    225,000(8)        2.0
Unit 709 & 715, South China Tower
Beijing New World Centre
Beijing 100062
China

All executive officers and directors as       607,032             3,385,500               3,992,532
a group

</TABLE>

 -----
Note:

(1)  Of such shares, 2,606,650 are owned of record by Star Channel Systems Sdn.
     Bhd., of which Mr. Wong owns 76.5% of the outstanding stock.
(2)  Includes 150,000 shares Mr. Wong has the right to acquire beneficial
     ownership of within 60 days.
(3)  Of such shares, 778,850 are owned of record in the name of Free Earth
     Investments Ltd. Doris Poh Heem Huang (now deceased) was the owner of Free
     Earth Investments Ltd. Mrs. Poh was the wife of Mr. Ng. Under the will of
     Mrs. Poh, the only beneficiary of these shares is Ng E-Ming Joyce, the
     daughter of Mr. Ng and Mrs. Poh. Mr. Ng disclaims beneficial ownership of
     these shares.
(4)  Includes 50,000 shares that Mr. Ng has the right to acquire beneficial
     ownership of within 60 days.
(5)  Includes 65,000 shares that Mr. Granoff has the right to acquire beneficial
     ownership of within 60 days.
(6)  Includes 15,000 shares that Dr. Lim has the right to acquire beneficial
     ownership of within 60 days.
(7)  Includes 10,000 shares that Mr. Shanmugam has the right to acquire
     beneficial ownership of within 60 days.
(8)  Includes 135,000 shares that Mr. Contreras has the right to acquire
     beneficial ownership of within 60 days.


We only have one class of shares consisting of common stock, par value of $0.01
per share.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



                                       26

<PAGE>


In 1998, 1999 and 2000, some of our directors and shareholders made loans to us
for working capital purposes. As of December 31, 2000, we owed $110,631 to Thean
Soon Wong (Chairman), $25,000 to Victor Fook Ai Ng (Director), $911 to Dr. Ahmad
Mustaffa Babjee (shareholder) and $9,684 to Meng Fui Cheah (shareholder). These
loans were made to us on an interest-free basis, and have no specified repayment
terms.

With respect to our office arrangements, we use space for our Singapore offices
on a rent-free basis, provided to us by Danny Teow Teck Toe, one of our
shareholders. Until September 1999, we had offices in New York. Our former
chairman and director allowed us to use this space on a rent-free basis.




ITEM 13.   EXHIBITS, LIST AND REPORTS ON FORM 8-K

EXHIBITS


Number             Description
------             -----------

2.           *     Plan of Reorganization incorporated by reference to the
                   Report on Form 10-SB of Asia Media Communications, Ltd. as
                   filed with the Commission on February 16, 1994.

3.1(a)       *     Articles of Incorporation of Sperzel-NV, Inc. incorporated
                   by reference to the Report on Form 10-SB of Asia Media
                   Communications, Ltd. as filed with the Commission on February
                   23, 1994.

3.1(b)       *     Certificate Amending Articles of Incorporation of Sperzel-NV,
                   Inc. incorporated by reference to the Report on Form 10-SB of
                   Asia Media Communications, Ltd. as filed with the Commission
                   on February 23, 1994.

3.1(c)       *     Certificate of Amendment of Articles of Incorporation of
                   Sperzel-NV, Inc. incorporated by reference to the Report on
                   Form 10-SB of Asia Media Communications, Ltd. as filed with
                   the Commission on February 23, 1994.

3.1(d)       *     Certificate of Amendment of Articles of Incorporation of Asia
                   Media Communications, Ltd. incorporated by reference to the
                   Registration Statement on Form S-8 of MyWeb Inc.com
                   (Registration No. 333-81823) filed with the Commission on
                   June 29, 1999.

3.1(e)       *     Certificate of Amendment of Articles of Incorporation of Asia
                   Media Communications, Ltd., incorporated by reference to the
                   Registration Statement on Form SB-2 of MyWeb Inc.com, filed
                   on October 28, 1999.

3.1(f)       *     Restated Articles of Incorporation of MyWeb Inc.com,
                   incorporated by reference to the Registration Statement on
                   Form SB-2 of MyWeb Inc.com, filed on October 28, 1999.

3.1(g)       *     Certificate of Correction to Restated Articles of
                   Incorporation, incorporated by reference to the Annual Report
                   on Form 10-KSB of MyWeb Inc.com, filed as filed with the
                   Commission on April 14, 2000.

3.2          *     MyWeb Inc.com's By-laws incorporated by reference to its
                   Report on Form 10-SB as filed with the Commission on February
                   16, 1994.


                                       27

<PAGE>


10.1         *     Agreement and Plan of Merger, dated March 18, 1996, by and
                   among Asia Media Communications, Ltd., AMC Merger Co., Inc.,
                   Kremlyovskaya Group, Inc., Riccardo Franchini and Richard
                   Gaspar incorporated by reference to the Current Report on
                   Form 8-K of Asia Media Communications Ltd (Commission File
                   No. 0-23462) filed with the Commission on April 2, 1996

10.2         *     Rescission Agreement, dated as of August 15, 1996, by and
                   among Asia Media Communications, Ltd., Kremlysovskaya Group
                   Inc., Kremlyovskaya Group NV, Riccardo Franchini, Richard
                   Gaspar, Yakov Tillman, Tadeus Tonley, Valentin Kassatkine,
                   Guerman Liberman, Youri Bychovski, Wengen Investments Ltd.,
                   Redwatch Investments Inc. SA, Safine A.G., Wallflower
                   Investments Inc., SA, Able Investments Ltd., Whitehall
                   Investments Company Inc. and Merton Trustees Limited,
                   incorporated by reference to the Current Report on Form 8-K
                   of Asia Media Communications Ltd. (Commission File No.
                   0-23462) filed with the Commission on October 15, 1996.

10.3         *     Consulting Agreement, dated as of October 30, 1996, between
                   Asia Media Communications, Ltd. and Ian Rice, incorporated by
                   reference to the Current Report on Form 8-K of Asia Media
                   Communications Ltd. (Commission File No. 0-23462) filed with
                   the Commission on November 7, 1996.

10.4         *     Option Agreement, dated as of December 26, 1996, between
                   Asia Media Communication, Ltd. and AMC International
                   Holdings, Ltd., incorporated by reference to the Current
                   Report on Form 10-KSB of Asia Media Communications Ltd.
                   (Commission File No. 0-23462) for the fiscal year ended
                   December 31, 1996, filed with the Commission on December 30,
                   1998.

10.5         *     Written Consent of the Sole Director of AMC International
                   Holdings, Ltd. dated as of December 27, 1996, incorporated by
                   reference to the Current Report on Form 10-KSB of Asia Media
                   Communications Ltd. (Commission File No. 0-23462) for the
                   fiscal year ended December 31, 1996, filed with the
                   Commission on December 30, 1998.

10.6         *     Share Acquisition Agreement, dated December 1996, among IPC
                   Corporation, Asia Media Communications, Ltd. and AMC
                   International Holdings, Ltd., incorporated by reference to
                   the Current Report on Form 10-KSB of Asia Media
                   Communications Ltd. (Commission File No. 0-23462) for the
                   fiscal year ended December 31, 1996, filed with the
                   Commission on December 30, 1998.

10.7         *     Letter Agreement, dated April 1, 1997, between AMC
                   International Holdings, Ltd. and IPC Corporation,
                   incorporated by reference to the Current Report on Form
                   10-KSB of Asia Media Communications Ltd. (Commission File No.
                   0-23462) for the fiscal year ended December 31, 1996, filed
                   with the Commission on December 30, 1998.

10.8         *     Warrant, dated August 1, 1997, to purchase 1,000,000 shares
                   of the common stock of Asia Media Communications, Ltd. issued
                   to Ocean Strategic Holdings Limited, incorporated by
                   reference to the Current Report on Form 10-KSB of Asia Media
                   Communications Ltd. (Commission File No. 0-23462) for the
                   fiscal year ended December 31, 1996, filed with the
                   Commission on December 30, 1998.

10.9         *     Share Purchase Agreement, dated September 1, 1997, by and
                   between Parthanon Investment Corporation and Asia Media
                   Communications, Ltd., incorporated by reference to
                   Registrant's report on Form 10-KSB filed with the Commission
                   on December 30, 1998

10.10        *     Acquisition Agreement, dated February 24, 1999, by and
                   among Asia Media Communications, Ltd, TecnoChannel
                   Technologies Sdn. Bhd., all shareholders of TecnoChannel
                   Technologies Sdn. Bhd. and GEM Ventures Ltd., incorporated by
                   reference to the Current Report on Form 8-K of Asia Media
                   Communications, Ltd. (Commission File No. 0-23462), filed
                   with the Commission on March 11, 1999.


                                       28

<PAGE>


10.11        *     1999 Non-Qualified Stock Option Plan of MyWeb Inc.com,
                   incorporated by reference to the Registration Statement on
                   Form S-8 of MyWeb Inc.com (Registration No. 333-81823), filed
                   with the Commission on June 29, 1999.

10.12        *     Asia Media Communications, Inc. 1999 Incentive Program,
                   incorporated by reference to the Registration Statement on
                   Form S-8 of Asia Media Communications, Ltd. (Registration No.
                   333-76289), filed with the Commission on April 14, 1999.

10.13        *     Employment Agreement, dated April 2, 1997, between T.S.
                   Wong and TecnoChannel Sdn. Bhd., incorporated by reference to
                   the Registration Statement on Form SB-2 of MyWeb Inc.com,
                   filed on October 28, 1999.

10.14        *     Tenancy Agreement, dated April 28, 1999, by and between
                   Selekta Bakti Sdn. Bhd. and TecnoChannel Technologies Sdn.
                   Bhd., incorporated by reference to the Registration Statement
                   on Form SB-2 of MyWeb Inc.com, filed on October 28, 1999.

10.15        *     Tenancy Agreement, dated April 28, 1999, by and between Woi
                   Seen Chin Enterprises Sdn. Bhd. and TecnoChannel Technologies
                   Sdn. Bhd., incorporated by reference to the Registration
                   Statement on Form SB-2 of MyWeb Inc.com, filed on October 28,
                   1999.

10.16        *     Rental of Storage Space Agreement, dated March 16, 1999, by
                   and between Woo Ah Lek and TecnoChannel Technologies Sdn.
                   Bhd., incorporated by reference to the Registration Statement
                   on Form SB-2 of MyWeb Inc.com, filed on October 28, 1999.

10.17        *     Office Service Agreement, dated June 3, 1999, by and
                   between Alliance/Interoffice San Francisco, LLC and MyWeb
                   Inc.com. , incorporated by reference to the Registration
                   Statement on Form SB-2 of MyWeb Inc.com, filed on October 28,
                   1999.

10.18        *     Lease Agreement, dated April 29, 1999, by and between MyWeb
                   Asia Pte. Ltd. and Lee Wing Han, incorporated by reference to
                   the Registration Statement on Form SB-2 of MyWeb Inc.com,
                   filed on October 28, 1999.

10.19        * +   Binary License and Redistribution Agreement, dated March
                   28, 1999, by and between Sun Microsystems, Inc. and
                   TecnoChannel Sdn. Bhd., incorporated by reference to the
                   Registration Statement on Form SB-2 of MyWeb Inc.com, filed
                   on October 28, 1999.

10.20        * +   License Agreement, dated January 4, 1999, by and between
                   TecnoChannel Technologies Sdn. Bhd. and NetChina. ,
                   incorporated by reference to the Registration Statement on
                   Form SB-2 of MyWeb Inc.com, filed on October 28, 1999.

10.21        * +   Memorandum of Understanding, dated March 15, 199 9, by
                   and between MyWeb Inc.com and Masslink. , incorporated by
                   reference to the Registration Statement on Form SB-2 of MyWeb
                   Inc.com, filed on October 28, 1999.

10.22        * *   Agreement, dated June 16, 1999, by and between MyWeb Inc.com
                   and Xin Hua Organization.

10.23        * +   Joint Venture Agreement, dated July 12, 1999, by and
                   between MyWeb Inc.com and Qingdao Haier Computer Co., Ltd.,
                   incorporated by reference to the Registration Statement on
                   Form SB-2A of MyWeb Inc.com, filed on November 12, 1999.

10.24        * +   Memorandum of Understanding, dated April 8, 1999, by and
                   between MyWeb Inc.com and Lang Chao Computer Co.,
                   incorporated by reference to the Registration Statement on
                   Form SB-2A of MyWeb Inc.com, filed on November 12, 1999.

10.25        * +   Service Agreement, dated January 2, 1999, by and between
                   TecnoChannel Technologies Sdn. Bhd. and Unilever (Malaysia)
                   Holdings Sdn. Bhd., incorporated by reference to the
                   Registration Statement on Form SB-2A of MyWeb Inc.com, filed
                   on November 12, 1999.


                                       29

<PAGE>



10.26        * +   Agreement, dated December 8, 1997, by and between
                   TecnoChannel Technologies Sdn. Bhd. and Philips Consumer
                   Electronics B.V. , incorporated by reference to the
                   Registration Statement on Form SB-2A of MyWeb Inc.com, filed
                   on November 12, 1999.

10.27        * +   Joint Venture Agreement, dated April 12, 1999, by and
                   between Asia Media Communications, Ltd and Beijing Telecom
                   Communication Ltd., incorporated by reference to the
                   Registration Statement on Form SB-2A of MyWeb Inc.com, filed
                   on November 12, 1999.

10.28        * +   License Agreement, dated May 4, 1999, by and between
                   TecnoChannel Technologies Sdn. Bhd. and HKNet Co Ltd. ,
                   incorporated by reference to the Registration Statement on
                   Form SB-2A of MyWeb Inc.com, filed on November 12, 1999.

10.29        * +   Memorandum of Understanding, dated May 19, 1999, by and
                   between MyWeb Inc.com and China Sci-Technologies
                   International Trust & Investment Co. Ltd., incorporated by
                   reference to the Registration Statement on Form SB-2A of
                   MyWeb Inc.com, filed on November 12, 1999.

10.30        * +   Lease Agreement, dated June 2, 1999, by and between MyWeb
                   Inc.com and Beijing Chongwen-New World Properties Development
                   Co. Ltd., incorporated by reference to the Annual Report on
                   Form 10-KSB of MyWeb Inc.com, filed as filed with the
                   Commission on April 14, 2000.

10.31        * +   Letter of Agreement, dated June 22, 1999, by and between
                   MyWeb Inc.com and Ogilvy Public Relations Worldwide.,
                   incorporated by reference to the Registration Statement on
                   Form SB-2A of MyWeb Inc.com, filed on November 12, 1999.

10.32        +     Cooperation Agreement, dated May 18, 1999, between SOYEA Ltd
                   and MyWeb Inc.com

10.33        *     Agreement, dated June 28, 1999, between Ncore Technology and
                   TecnoChannel Technologies Sdn. Bhd., incorporated by
                   reference to the Registration Statement on Form SB-2A of
                   MyWeb Inc.com, filed on November 12, 1999.

10.34        * +   Letter of Intent, dated October 25, 1999, between Infosto
                   Information Technology (Beijing) Co, Ltd. and MyWeb Network
                   System (Beijing) Co., Ltd., incorporated by reference to the
                   Annual Report on Form 10-KSB of MyWeb Inc.com, filed as filed
                   with the Commission on April 14, 2000.

10.35        * +   Agreement, dated October 23, 1999, between TVSN China
                   (Holdings) Ltd. and MyWeb Inc.com., incorporated by reference
                   to the Registration Statement on Form SB-2A of MyWeb Inc.com,
                   filed on November 12, 1999.

10.36        +     Agreement between Beijing Yinjian Industry Co., Ltd. and
                   MyWeb Inc.com., dated as of October 1999.

10.37        * +   Agreement between Beijing Goyoyo Technology Development. Ltd.
                   and MyWeb Inc.com., incorporated by reference to the Annual
                   Report on Form 10-KSB of MyWeb Inc.com, filed as filed with
                   the Commission on April 14, 2000.

10.38        +     Agreement between Shenzhen Prosperity Systems Co. Ltd.
                   and MyWeb Inc.com., dated as of October 1999.

10.39        * +   Agreement between www.158.com.ch (Beijing Hairong
                   Information System Ltd.) and MyWeb Inc.com, incorporated by
                   reference to the Annual Report on Form 10-KSB of MyWeb
                   Inc.com, filed as filed with the Commission on April 14,
                   2000.

10.40        *     Employment Agreement, dated May 1, 1999, between Danny Toe
                   Teow Teck and MyWeb Inc.com., incorporated by reference to
                   the Registration Statement on Form SB-2A of MyWeb Inc.com,
                   filed on November 12, 1999.


                                       30

<PAGE>


10.41        * +   Media Relations Cooperation Agreement, dated February 23,
                   1999, between Merger Communications, Inc. and Asia Media
                   Communications Ltd., incorporated by reference to the
                   Registration Statement on Form SB-2A of MyWeb Inc.com, filed
                   on November 12, 1999.

10.42        *     Settlement Agreement between Merger Communications, Inc. and
                   MyWeb Inc.com, incorporated by reference to the Annual Report
                   on Form 10-KSB of MyWeb Inc.com, filed as filed with the
                   Commission on April 14, 2000.

10.43        +     Media Relations Cooperation Contract, dated September 28,
                   1999, between Merger Communications, Inc. and MyWeb Inc.com.

10.44        * +   Sale and Purchase Agreement dated January 3, 2000 between
                   MyWeb Inc.com and Deepa Nilkanth Mahajan for purchase of 95%
                   of outstanding and issued shares in Easy2Bid Pte. Ltd.,
                   incorporated by reference to the Annual Report on Form 10-KSB
                   of MyWeb Inc.com, filed as filed with the Commission on April
                   14, 2000.

10.45        * +   Sale and Purchase Agreement dated January 2, 2000 between
                   MyWeb Inc.com and Tan Tian Sin and Chew Siau Fong for
                   purchase of 13,334 shares representing 66.67% of the issued
                   and paid-up capital of Pacific Office Supplies Sdn. Bhd.,
                   incorporated by reference to the Annual Report on Form 10-KSB
                   of MyWeb Inc.com, filed as filed with the Commission on April
                   14, 2000.

10.46        **    Co-marketing Agreement dated February 22, 2000 between MyWeb
                   Inc.com and Asia Infonet Co., Ltd.

10.47        * +   License Agreement dated February 15, 2000 between MyWeb
                   Inc.com and MyWeb Americas, Inc., incorporated by reference
                   to the Annual Report on Form 10-KSB of MyWeb Inc.com, filed
                   as filed with the Commission on April 14, 2000.

10.48              [Not Used]

10.49              [Not Used]

10.50        *     Agreement for Bank Loan between MyWeb (Beijing) and China
                   Construction Bank, incorporated by reference to the Annual
                   Report on Form 10-KSB of MyWeb Inc.com, filed as filed with
                   the Commission on April 14, 2000.

10.51        *     Mortgage Agreement between MyWeb (Beijing) and China
                   Construction Bank, incorporated by reference to the Annual
                   Report on Form 10-KSB of MyWeb Inc.com, filed as filed with
                   the Commission on April 14, 2000.

10.52              [Not Used]

10.53              [Not Used]

10.54              [Not Used]

10.55        **    Component Sale and Purchase Agreement, dated July 9, 1999,
                   between Philips Singapore Pte,. Ltd. and TecnoChannel
                   Technologies Sdn. Bhd.

10.56        * +   Service Agreement, dated May 24, 1999, between CorpCom
                   Services Sdn. Bhd. and TecnoChannel Technologies Sdn. Bhd.,
                   incorporated by reference to the Annual Report on Form 10-KSB
                   of MyWeb Inc.com, filed as filed with the Commission on April
                   14, 2000.

10.57        +     Service Agreement, dated October 1, 1999, between De Flower
                   Shop and TecnoChannel Technologies Sdn. Bhd.

                                       31

<PAGE>


10.58        +     Service Agreement, dated November 1, 1999, between MPH
                   Bookstores Sdn. Bhd. and TecnoChannel Technologies Sdn. Bhd.

10.59        * +   Distribution Agreement, dated July 15, 1999, between KL
                   Mutual Fund Bhd and TecnoChannel Technologies Sdn. Bhd.,
                   incorporated by reference to the Annual Report on Form 10-KSB
                   of MyWeb Inc.com, filed as filed with the Commission on April
                   14, 2000.

10.60        **    Advertising Contract, dated November 1, 1999, between GWCom
                   Information Technology (Shanghai) Co. and MyWeb (Beijing)

10.61        **    Cooperation Agreement, dated September 8, 1999, between
                   GWCom Information Technology (Shanghai) Co. and MyWeb
                   (Beijing)

10.62        * +   QNX OEM Licensing Agreement dated April 5, 2000 between QNX
                   Software Systems Ltd and TecnoChannel Technologies Sdn. Bhd.,
                   incorporated by reference to the Annual Report on Form 10-KSB
                   of MyWeb Inc.com, filed as filed with the Commission on April
                   14, 2000.

10.63        *     Subscription Agreement, dated March 23, 2000, for Asia
                   Internet Assets, Inc. to subscribe for MyWeb Inc.com's common
                   stock, incorporated by reference to the Annual Report on Form
                   10-KSB of MyWeb Inc.com, filed as filed with the Commission
                   on April 14, 2000.

10.64        *     Letter, dated March 23, 2000, confirming Samsung Asia Pte.
                   Ltd.'s acceptance of MyWeb Inc.com's offer to subscribe for
                   MyWeb Inc.com common stock, incorporated by reference to the
                   Annual Report on Form 10-KSB of MyWeb Inc.com, filed as filed
                   with the Commission on April 14, 2000.

10.65        + *   Licensing and Shareholder Agreement, dated March 29, 2000,
                   between MyWeb Inc.com and Adgator, Inc.

10.66        **    Software Licensing Agreement, dated January 28, 2000, between
                   TecnoChannel and MyWeb (Beijing).

10.67        **    Shareholders Agreement, dated February 15, 2000, between
                   MyWeb Inc.com and other shareholders of MyWeb Americas.

10.68              Joint Venture and Shareholders' Agreement, dated April 27,
                   2000, by and among Asia Internet Holdings Sdn. Bhd., Daiichi
                   Industries Bhd., SFI Solutions (M) Sdn. Bhd. and TecnoChannel
                   Technologies Sdn. Bhd., a wholly owned subsidiary of the
                   Company.

10.69              Software License Agreement, dated March 5, 2001, by and
                   between TecnoChannel Technologies Sdn. Bhd., MyWeb Access
                   Sdn. Bhd., and MyWeb Network System (Beijing) Corporation
                   Ltd.

10.70              Subscription Agreement, dated December 27, 2000, for Asia
                   Internet Assets, Inc. to subscribe for MyWeb Inc.com's common
                   stock.

10.71              Agreement on Equity Transference, dated December 25, 2000,
                   by and between MyWeb Inc.com and Beijing BE&E Group, with
                   Beijing East Trade Investment Consultant Co. Ltd.

10.71/A            Supplementary Entente on the Equity Transference Agreement,
                   dated January 22, 2001, modifying the investment time table.

10.71/B            Supplement (No. 1) of Agreement on Equity Transference,
                   dated February 7, 2001, replacing the investor.

10.72              Sale and Purchase Agreement, dated March 15, 2001, by and
                   between Several Persons, MyWeb Technologies Ltd., (Purchaser)
                   and Unioffice Sdn. Bhd., for the Purchase of shares of
                   Unioffice.

                                       32


<PAGE>


10.73              Sale and Purchase Agreement, dated March 15, 2001, by and
                   between TecnoChannel Technologies Sdn. Bhd. and MyWeb
                   Technologies Ltd., (Purchaser) and MyWeb Access Sdn. Bhd.,
                   for the purchase of MyWeb Access shares.

10.74              Sale and Purchase Agreement, dated March 15, 2001, by and
                   between Several Persons, MyWeb Technologies Ltd. (Purchaser),
                   and MyWeb E-Commerce Sdn. Bhd., for the purchase of MyWeb
                   E-Commerce shares.

16.          *     Letter, from Wlosek & Braverman, LLC, the Registrant's
                   former principal accountants, to the Securities and Exchange
                   Commission pursuant to Item 304(a)(3) of Regulation S-B,
                   incorporated by reference to the Current Report on Form 8-K
                   of MyWeb Inc.com, filed on March 24, 2000 .

21.          *     Subsidiaries of the Company, incorporated by reference to the
                   Annual Report on Form 10-KSB of MyWeb Inc.com, filed as filed
                   with the Commission on April 14, 2000.

23.          *     Consent of Experts, incorporated by reference to the Annual
                   Report on Form 10-KSB of MyWeb Inc.com, filed as filed with
                   the Commission on April 14, 2000.

23.1         *     Letter of Consent of Independent Public Accountants to
                   Amendments No.1 to Annual Report on Form 10-KSB/A

23.2               Consent of Experts.

24.                Power of attorney (included on signature page hereto).

*        Previously filed with the Commission and incorporated by reference.
**       To be filed by amendment.

+        Portions of these exhibits have been omitted pursuant to a request for
         confidential treatment.


REPORTS ON FORM 8-K FILED DURING THE LAST QUARTER OF 2000

As previously disclosed in our Form 8-K, dated March 9, 2001, we dismissed
Arthur Andersen as our independent accountants and engaged Peterson & Co as our
new independent accountants, effective March 22, 2000. The Form 8-K, dated March
9, 2001, is incorporated herein by reference.

                                       34


<PAGE>


                                   SIGNATURES

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

                                             MYWEB INC.COM

                                             By:      /s/  Thean Soon Wong
                                                -------------------------------
                                                Thean Soon Wong
                                                Director and Chairman

                                                           Date: April 16 , 2001

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

<TABLE>

<S>                                        <C>                                       <C>


/s/  Thean Soon Wong                        Director and Chairman                       April 16, 2001
------------------------------------
Thean Soon Wong

/s/  Victor Fook Ai Ng                      Director                                    April 16, 2001
------------------------------------
Victor Fook Ai Ng

/s/  Dr Boh Soon Lim                        Director                                    April 16, 2001
------------------------------------
Boh Soon Lim


------------------------------------        Director
Alvin Roy Granoff


------------------------------------        Director
Kasiviswanathan Shanmugam


/s/  Nin Contreras                          Chief Executive Officer and                 April 16, 2001
------------------------------------        President
Nin Contreras

/s/ Roger Koh                               Chief Financial Officer (acting)            April 16, 2001
------------------------------------

</TABLE>

                                POWER OF ATTORNEY

         Each person whose signature appears above severally hereby constitute
and appoint Thean Soon Wong, Victor Fook Ai Ng and each of them, their true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for them and in their names, places and steads, in any and all
capacities indicated above, to make any and all amendments to the Annual Report
on Form 10-KSB of MyWeb Inc.com for the fiscal year ending December 31, 2000,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform to all intents and purposes as they might or could do in
person, hereby ratifying all that said attorneys-in-fact and agents, each acting
alone, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

                                       34

<PAGE>


                                  MYWEB INC.COM

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements of the Company are included in Item 7.

<TABLE>
<S>                                                                                  <C>

Report of Independent Public Accountants                                                F-1

Consolidated Balance Sheets as of December 31, 2000 and 1999                            F-2

Consolidated Statements of Operations for the years ended
       December 31, 2000 and 1999                                                       F-3

Consolidated Statements of Changes in Shareholders' Equity for the years ended          F-4
       December 31, 2000 and 1999


Consolidated Statements of Cash Flows for the years ended                               F-5
        December 31, 2000 and 1999

Notes to Consolidated Financial Statements                                              F-6



</TABLE>


                                       35


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
MY WEB INC.COM

We have audited the accompanying consolidated balance sheet of MyWeb Inc.com (a
Nevada corporation) and subsidiaries as of December 31, 2000 and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit. The consolidated financial
statements of MyWeb Inc.com and subsidiaries as of and for the year ended
December 31, 1999 were audited by other auditors whose report dated April 13,
2000, expressed an unqualified opinion on those statements.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MyWeb Inc.com and subsidiaries
as of December 31, 2000 and the results of their operations and their cash flows
for the year then ended in conformity with the accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that MyWeb
Inc.com and subsidiaries will continue as a going concern. As discussed in Note
13 to the financial statements, under existing circumstances, there is
substantial doubt about the ability of MyWeb Inc.com and subsidiaries to
continue as a going concern at December 31, 2000. Management's plans in regard
to that matter also are described in Note 13. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                            PETERSON & CO.

San Diego, CA
April 12, 2001



                                      F-1


<PAGE>


                                  MYWEB INC.COM
                           CONSOLIDATED BALANCE SHEETS
                   (IN THOUSANDS OF DOLLARS, EXCEPT PAR VALUE)

<TABLE>
<CAPTION>

                                                                                DECEMBER 31,

                                                                        2000               1999
                                                                  -----------------    -------------
<S>                                                              <C>                   <C>
ASSETS
Current Assets

     Cash and cash equivalents                                       $    141           $  2,362

     Accounts receivable, net of allowance for doubtful
          accounts in the amounts of $0 and $3 in 2000
          and 1999, respectively                                        1,272              1,818
     Inventories                                                        1,208                 43
     Prepaid expenses and other current assets                            337                466
                                                                  -----------------    -------------
         Total current assets                                           2,958              4,689
                                                                  -----------------    -------------

Restricted cash                                                           370                  -
Interest in associated company                                             64                  -
Property and equipment                                                    555                352
Goodwill                                                                  782                  -
                                                                  -----------------    -------------
         Total assets                                                $  4,729           $  5,041
                                                                  =================    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Accounts payable, trade                                         $  1,709           $  1,861
     Other accounts payable                                             3,887              1,369
     Short-term borrowings                                                362                  -
     Due to directors                                                     187                198
     Due to a related company                                              92                  -
     Income taxes payable                                                 105                  -
     Deferred income taxes                                                  5                  -
     Deferred revenue                                                     108                 26
                                                                  -----------------    -------------
         Total current liabilities                                      6,455              3,454
                                                                  -----------------    -------------

Commitments and contingencies                                               -                  -
Minority interests                                                        159                  7

Shareholders' Equity
     Common stock, par value $0.01; authorized
     100,000,000 shares; issued and outstanding
     11,121,335 and 11,070,135 in 2000
     and 1999, respectively                                               111                111
Additional paid-in capital                                             17,708             14,749
Accumulated deficit                                                   (19,715)           (13,272)
Other comprehensive income (loss)                                          11                 (8)
                                                                  -----------------    -------------
         Total shareholders' equity                                    (1,885)             1,580
                                                                  -----------------    -------------
         Total liabilities and shareholders' equity                  $  4,729           $  5,041
                                                                  =================    =============

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-2



<PAGE>


                                  MYWEB INC.COM
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNT)
<TABLE>
<CAPTION>


                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                             2000                  1999
                                                      -----------------    --------------------
<S>                                                   <C>                   <C>
Net revenues                                           $    6,326             $     3,512

Cost of revenues                                            4,923                   3,530

                                                      -----------------    --------------------
Gross profit (loss)                                         1,403                    (18)
                                                      -----------------    --------------------

Operating expenses

     Sales and marketing                                    2,857                   6,326
     Product development                                      590                   4,396
     General administration                                 4,290                   2,659
                                                      -----------------    --------------------

     Total operating expenses                               7,737                  13,381
                                                      -----------------    --------------------

Other income                                                  100
Equity in loss of associated company                          (28)                      -
Minority interests                                            (82)                      4
                                                      -----------------    --------------------

Net loss before income taxes                               (6,344)                (13,395)

Provision for income tax                                       99                       -

                                                      -----------------    --------------------
Net loss                                               $   (6,443)            $   (13,395)
                                                      =================    ====================

Loss per share, basic and diluted                      $    (0.58)            $     (1.31)
                                                      =================    ====================
Average number of common shares

outstanding                                            11,112,285              10,241,352
                                                      =================    ====================

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-3


<PAGE>

                                  MYWEB INC.COM
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                                                ACCUMULATED
                                                                   ADDITIONAL                      OTHER            TOTAL
                                         COMMON         STOCK       PAID IN       RETAINED     COMPREHENSIVE    STOCKHOLDERS'
                                         SHARES        AMOUNT       CAPITAL       EARNINGS     INCOME (LOSS)        EQUITY
                                   ------------------------------------------------------------------------------------------
<S>                                <C>                 <C>         <C>            <C>           <C>              <C>
Balance, December 31, 1998           8,500,000      $    85      $   152         $    123        $     -        $    360

Acquisition of MyWeb                                                                                                   -
  Inc.com                               55,356            1           (1)               -              -
Issuance of common stock               440,000            4           (4)               -              -               -
Issuance of common stock in
  connection with exercise of
  warrants                           1,000,000           10                             -              -              10
Issuance of common stock in
  connection with private
  placement                            526,250            5        3,775                -              -           3,780
Issuance of common stock in
  connection with exercise of
  options                              200,000            2        1,498                -              -           1,500
Shares issued for litigation                 -            -          330                -              -             330
Issuance of common stock in            348,529            4        6,343                                           6,347
  connection with options
  exercised for Compensation                                                            -              -
Compensation for stock                       -            -        2,656                                           2,656
       option grants                                                                    -              -
Comprehensive loss:
     Net loss for 1999                       -            -            -          (13,395)             -         (13,395)
     Foreign currency
       Translation                           -                                                        (8)             (8)
                                                                                                                ---------
Total comprehensive loss                     -            -            -                -              -         (13,403)
                                ----------------------------------------------------------------------------------------
Balance, December 31, 1999          11,070,135      $   111      $14,749         $(13,272)       $    (8)       $  1,580

Issuance of common stock in
     connection with
     acquisition of a
     subsidiary company
                                         6,200            -          164                -              -             164
Issuance of common stock in
     connection with
     public relations services          45,000            -          283                -              -             283

Subscriptions paid in
     connection with
     private placement                       -            -        1,000                -              -           1,000

Compensation for stock
     option grants                           -            -        1,512                -              -           1,512

Comprehensive loss:
     Net loss for 2000                       -            -            -           (6,443)             -          (6,443)
     Foreign currency
     Translation                             -            -            -                -             19              19
                                                                                                                --------
Total comprehensive loss                                                                                          (6,424)
                                             -            -            -                -              -
                                ----------------------------------------------------------------------------------------

Balance, December 31, 2000          11,121,335      $   111      $17,708         $(19,715)      $     11        $ (1,885)
                                =============== ============ ===========================================================
</TABLE>

         The accompanying notes are an integral part of these financial
statements.

                                      F-4

<PAGE>



                                  MYWEB INC.COM
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                          FOR THE YEARS ENDED DECEMBER 31,
                                                       -----------------------------------------
                                                             2000                 1999
                                                       -----------------    -----------------
<S>                                                     <C>                  <C>
Operating activities
     Net loss                                               $   (6,443)          $  (13,395)
Reconciliation to net cash used in operating
     Activities
         Depreciation                                              161                   45
         Amortization of goodwill                                  391                    -
         Non cash expenses                                       1,873                9,333
         Minority interests in net income (loss)                    82                   (4)
         Unrealized gain on foreign
                 exchange                                           (3)                   -
         (Gain) loss on sale of equipment                           (6)                   3
         Property and equipment written off                         38                    -
         Equity in losses of associated company                     28                    -

Changes in operating working capital
         Restricted cash                                          (370)                   -
         Accounts receivable                                     1,328                 (705)
         Inventories                                              (518)                 (43)
         Prepaids and other current assets                         155                 (460)
         Accounts payable                                          (63)               2,434
         Deferred revenue                                           82                   26
                                                       -----------------    -----------------
         Net cash used in operating activities                  (3,265)              (2,766)
                                                       --------------------------------------

Investing activities
     Acquisition of property and equipment                        (274)                (347)
     Proceeds from sale of property and equipment                   44                    -
     Acquired cash in acquisitions                                   6                   11
     Investment in an associated company                           (92)                   -
                                                       -----------------    -----------------
         Net cash used in investing activities                    (316)                (336)
                                                       -----------------    -----------------

Financing activities
     Subscriptions paid in connection with private
       placement                                                 1,000                5,290
     Short-term borrowings                                         362                    -
     Proceeds from minority shareholders                            11                   11
     Borrowings from (repayments to) directors                     (13)                 163
                                                       -----------------    -----------------
         Net cash provided by financing activities               1,360                5,464
                                                       -----------------    -----------------

Increase (decrease) in cash and cash equivalents                (2,221)               2,362
Cash, beginning of year                                          2,362                    -
                                                       -----------------    -----------------
Cash, end of year                                           $      141          $     2,362
                                                       =================    =================

Supplemental disclosures
     Interest paid                                          $       22          $        22
                                                       =================    =================

     Income taxes paid                                      $       16          $         1
                                                       =================    =================

Noncash investing and financing activities
     Stock issued in connection with business
     acquisition                                            $      120          $        -
                                                       =================    =================
     Property and equipment acquired under lease            $       10           $        -
                                                       =================    =================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      F-5

<PAGE>


                                  MYWEB INC.COM
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

MyWeb Inc.com (the "Company") was incorporated in the State of Nevada in
February 20, 1985 under the name Sperzel-NV, Inc.

On February 24, 1999, the Company completed a reverse merger with TecnoChannel
Technologies Sdn. Bhd. ("TSB"), a privately-held Malaysian corporation, that was
formed in April 1997. Through the transaction, the Company acquired all of the
issued and outstanding capital stock of TecnoChannel Technologies, in exchange
for 8,500,000 shares of its common stock. In connection with the acquisition of
TecnoChannel Technologies, the Company issued 440,000 shares of its common stock
to GEM Ventures Ltd. ("GEM Ltd.") for its services as financial advisor.
TecnoChannel Technologies is now a wholly-owned subsidiary of MyWeb Inc.com.

In February 1999, following acquisition of TecnoChannel Technologies, the
Company changed its name from Asia Media Communications, Ltd. to MyWeb Inc.com,
and revised its business plan to focus on the business of TSB. The Company
currently operates the MyWeb Online Service Internet Properties which provides
localized comprehensive information, communication, and shopping services to
Internet users in the emerging markets in Asia.


Principles of Consolidation

The consolidated financial statements include the accounts of MyWeb Inc.com and
its majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. The equity and net loss attributable to the
minority shareholder interests that are related to the Company's subsidiaries,
are shown separately in the consolidated balance sheets and consolidated
statements of operations, respectively. Losses in excess of the minority
interest equity would be charged against the Company. Investment in entities
owned 20% or more but less than majority owned and not otherwise controlled by
the company are accounted for under the equity method.


Revenue Recognition

The Company's revenues are derived principally from electronic commerce
including sales of set-top boxes, software engineering and e-commerce consulting
services and the sale of banner advertising. To date, our banner advertising
commitments have ranged from one month to one year. Advertising revenues are
recognized as services are performed.

The Company also earns revenue on development work relating to the design, and
integration of customers' content and links into the MyWeb Online Service media
properties. These development and consulting fees are recognized as revenue once
the related activities have been performed. Electronic commerce revenues are
recognized when the goods are delivered. Barter transactions are recorded at the
fair value of the goods or services provided or received, whichever is more
readily determinable in the circumstances. To date, revenues from barter
transactions for design and development and electronic commerce have each been
less than 10% of net revenues, accounting for less than 0.5% of total revenues
during the year.

No one customer accounted for 10% or more of net revenues during 2000.


Deferred Revenue

Deferred revenue is primarily comprised of billings in excess of recognized
revenue relating to sales of set-top boxes and advertising contracts.



                                      F-6

<PAGE>


Property and Equipment

Property and equipment are depreciated or amortized using the straight-line
method over the following estimated useful lives:

         Communication equipment                              8 years
         Office equipment, furniture and fittings             5 to 10 years
         Motor vehicles                                       6 years
         Electrical fittings and equipment                    4 years
         Leasehold improvements                               4 years

Effective July 1, 1998, the Company adopted Statement of Position (SOP) 98-1,
"Accounting for the Cost of Computer Software Developed or Obtained for Internal
Use", which requires that certain costs for the development of internal use
software should be capitalized, including the cost of coding, software
configuration, upgrades and enhancements. The adoption of this pronouncement did
not have a material effect on its financial results.


Product Development

Costs incurred in the development and organization of information within MyWeb
Online Services Properties and the development of new products and enhancements
to existing products are charged to expense as incurred. Material software
development costs subsequent to the establishment of technological feasibility
are capitalized. Based upon the product development process, technological
feasibility is established upon completion of a working model.


Advertising Costs

Advertising costs are expensed as incurred. The Company does not incur any
direct-response advertising costs. Advertising expense totaled approximately
$637,000 and $951,000 for 2000 and 1999, respectively.


Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalent.


Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant
concentration of credit risk consist primarily of cash, cash equivalents, and
accounts receivable. The carrying amount of cash and cash equivalents, other
receivables and other assets approximate fair value. Accounts receivable are
typically unsecured and are derived from revenues earned from customers
primarily located in Asia. The Company performs ongoing credit evaluations of
its customers and maintains reserves for potential credit losses; historically,
such losses have been within management's expectations. At December 31, 2000 no
one customer accounted for 10% or more of the Company's accounts receivable. At
December 1999 CyberVillage Pte. Ltd. accounted for approximately 18% of the
Company's total accounts receivable.


Income Taxes

Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are less likely to be realized.


                                      F-7

<PAGE>


Stock Based Compensation

The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion ("APB")
No. 25, "Accounting for Stock Issued to Employees", and complies with the
disclosure provisions of Statement of Financial Accounting Standards ("SFAS")
No. 123, "Accounting for Stock-Based Compensation". Under APB 25, compensation
cost is recognized over the vesting period based on the excess, if any, on the
date of grant of the fair value of the stock and the amount an employee must pay
to acquire the stock.


Foreign Currency Translation and International Operations

The local currency of each of its subsidiaries is its reporting currency.
Accordingly, assets and liabilities of wholly-owned foreign subsidiaries are
translated into U.S. dollars at year-end exchange rates, and revenues and
expenses are translated at average rates prevailing during the year. Translation
adjustments are included as a component of shareholders' equity. Foreign
currency transaction gains and losses, which have been immaterial, are included
in result of operations.


Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share is computed using the weighted average number
of common shares outstanding during the period. Diluted net income (loss) per
share is computed using the weighted average number of common and common
equivalent shares outstanding during the period. Common equivalent shares
consist of the incremental common shares issuable upon the exercise of stock
options and warrants (using the treasury stock method). During the year 1999,
common stock equivalents were excluded as their effects would be anti-dilutive.
During the year 2000 there were no common stock equivalents outstanding.


Barter Transactions

The Company barters advertising for products and services. Such transactions are
recorded at the estimated fair value of the products or services received or
given. Revenue from barter transactions is recognized when advertising is
provided, and services are charged to expense when used. Barter transactions are
immaterial to the statement of operations for all periods presented. In 1999,
the Company entered into certain software license agreements in exchange for
fair value advertising and marketing arrangements in kind. The duration of the
agreements were for a period of twelve months commencing in January 1999 and May
1999. The Company has determined that the fair value of the assets/services
surrendered or received in the barter transactions were not readily determinable
and the book value of the asset surrendered by the Company in the barter
transactions was zero. The Company has decided to show that its revenues from
these barter transactions were zero.


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 amounts reported in the financial statements and disclosure of
contingent assets and liabilities in accompanying notes. Actual results could
differ from those estimates.


Acquisitions

On February 24, 1999, the Company acquired 100% of the issued and outstanding
capital stock of TSB in exchange for an aggregate of 8,500,000 shares of common
stock. In connection with such acquisition, the Company issued an aggregate of
440,000 shares of its common stock to GEM Ltd. for its services as financial
advisor to the Company.

TSB, which was formed in April 1997 and operates under the trade name, "MyWeb",
has developed with Philips Consumer Electronics set-top boxes that enable
Internet access via the television set. The boxes are marketed and sold


                                      F-8

<PAGE>


by Philips and other third parties and include software developed by TSB. In
addition, TSB has developed and provides enabling technologies to manufacturers
and Internet service providers serving non-personal computer devices, (such as
the set-top boxes), to enhance the functionalities of such devices. TSB also
operates multiple Internet portals providing localized interactive applications,
such as e-commerce, to both personal computer users and set-top box users.

The Company accounted for the acquisition as a recapitalization under a reverse
acquisition procedure whereby TSB's operations and retained earnings are
reported as continuous. The value of the shares issued to GEM Ltd has been
charged to additional paid-in capital.

On January 2, 2000, one of the Company's subsidiaries entered into an agreement
to acquire a 66.67% interest in Pacific Office Supplies Sdn. Bhd. ("Pacific
Office"), a Malaysian corporation, for cash consideration of $1.2 million.
Pacific Office is engaged in the stationery and office supplies trading
business. The Company is developing online sales operations for Pacific Office
and integrating such online operations into its portals to expand e-commerce
operations. The acquisition was accounted for using the purchase method of
accounting. Subsequently, as part of a listing application on the Labuan
International Financial Exchange, the Company entered into a letter of intent to
dispose of its subsidiary's 66.67% interest in Pacific Office due to the
similarity of operations with Unioffice.

On January 6, 2000, the Company acquired the majority interest in one of Asia's
pioneer online auction companies, Singapore-based Easy2Bid Pte Ltd. Under the
terms of the agreement, the Company issued and allot to Easy2Bid Pte Ltd. 6,200
ordinary shares at an agreed value of Singapore $32.26 which is equivalent to
$164,000 as the purchase consideration for the acquisition. The acquisition was
accounted for using the purchase method of accounting.


Joint Ventures

On February 15, 2000, the Company entered into a license and service agreement
with MyWeb Americas, Inc. ("MyWeb Americas"), an affiliate company. The
agreement allows MyWeb Americas to develop, offer and promote television
Internet access and Spanish and Portuguese versions of the MyWeb Online Services
to markets in Latin America. Under the agreement, MyWeb Americas may use the
Company's Thunder and Thunderserv software, and its intellectual property rights
relating to the MyWeb Online Service, and may also sub-license and promote the
Company's technology within the Latin American markets.

MyWeb Americas ceased its operations in Latin America during the fourth quarter
of 2000 with the operations of their Websites in Brazil and Mexico either being
assumed by other parties or closed down. MyWeb Inc.com did not suffer any
write-down in investments from the closure of MyWeb Americas as the Company did
not make any monetary investment in MyWeb Americas. The Company received its
shares in exchange of set-top box technology licensed to MyWeb Americas. The
Company did not recognize any revenues from the licensing of technology nor
write-off of the investment upon the cessation of the operations of MyWeb
Americas and the Company suffered no losses of cash or net income.

On February 22, 2000, the Company entered into an agreement with Asia Infonet
Co., Ltd., an Internet service provider in Thailand, to jointly distribute and
market a co-branded portal in Thailand, localized in Thai language. Under the
terms of the agreement, Asia Infonet agreed to provide consumers with local
access to the MyWeb portal and allow the Company access to its distribution
channels, at no cost, to distribute and market the product. The Company agreed
to provide logos and icon links to Asia Infonet's Websites on its portal. The
Company's expansion to Thailand has been deferred due to the current unfavorable
economic conditions for Internet companies.

On April 27, 2000, the Company entered into a Joint Venture and Shareholders'
Agreement with three other parties (the "Joint Venture Agreement") to form a
joint venture for the purpose of undertaking and engaging in the business of
providing Electronic Delivery Services to, and as a Service Provider for, the
Electronic Government Project in Malaysia. Under the Joint Venture Agreement,
the Company is obligated to subscribe to 35% of the total issued and paid up
capital of the Joint Venture Company, which amounts to Malaysian Ringgit ("RM")
350,000 or approximately $92,000. Pursuant to the agreement, the Company is to
undertake a lead role in the planning, management, organization and
implementation of the Electronic Data Services and Service Provider for the
Electronic Government Project. The first phase of the Electronic Government
Project is targeted to be completed in the second quarter of year 2001. This
joint venture was accounted for using the equity method of accounting.


                                      F-9

<PAGE>

Equity Method

Under the equity method of accounting, an associated company's results of
operations are not reflected within the consolidated operating results. However,
the Company's share of the earnings or losses of that associated company is
reflected in the consolidated statement of operations, identified as "equity in
losses of associated companies".

NOTE 2 - BALANCE SHEET COMPONENTS (IN THOUSANDS OF DOLLARS)

                                                         December 31,

                                          ----------------- --- ----------------
                                                  2000                  1999
                                          -----------------     ----------------
Property and equipment:

     Communication equipment              $         50           $        28
     Office equipment                              222                   137
     Furniture and fittings                         84                    58
     Motor vehicles                                223                    40
     Electrical fittings and equipment             167                    93
     Leasehold improvements                         80                    62
                                          -----------------     ----------------
                                                   826                   418

Less: Accumulated depreciation                    (271)                  (66)
                                          =================     ================
                                          $        555           $       352
                                          =================     ================


Depreciation expense was $161,000 and $45,000 for the years ended December 31,
2000 and 1999, respectively.

                                                            December 31,
                                                  ------------------------------
                                                     2000              1999
                                                  ------------     -------------
Accrued expenses and other current liabilities:

     Accrued compensation and related expenses    $    442        $       18
     Accrued content, connect and other costs        3,119               646
     Accrued sales and marketing related expenses      127               584
     Accrued professional service expenses             199               121
                                                  ------------     -------------
                                                  $  3,887        $    1,369
                                                  ============     =============

Of accrued content, connect and other costs at December 31, 2000, approximately
$1.03 million represents amounts owing to vendors, in connection with the
purchase of Pacific Office Supplies.


NOTE 3 - INVENTORIES

Inventories of the Company primarily consist of consumer products and office
stationery products. All inventories are stated at the lower of cost or
realizable values. Cost of these inventories is primarily determined on a
weighted average basis.



NOTE 4 - GOODWILL

As part of the acquisitions of Easy2Bid Pte. Ltd. and Pacific Office Supplies,
the Company recorded goodwill in the amount of $1.17 million. This asset is
being amortized over a three-year period beginning January 2000. Amortization
expense for the year ended December 31, 2000 was $391,000.



NOTE 5 - RELATED PARTY TRANSACTIONS


                                      F-10

<PAGE>


The Company's Singapore subsidiary presently operates from offices provided on a
rent-free basis by a former director of the Company. Actual space utilization is
minimal in nature and is non-reimbursable. There are no pending lease
arrangements.


NOTE 6 - DUE TO DIRECTORS

Amounts due to directors represent short-term non interest bearing advances,
with no set repayment terms. It is expected that these amounts will be repaid
from operational cash flows.


NOTE 7 - SHORT TERM BORROWINGS

The short term borrowings represent a short term loan obtained by MyWeb Network
System (Beijing) Co., Ltd. from the China Construction Bank. The short term
borrowing bears interest at the rate of 6.44% per annum and the principal amount
is payable in full on January 13, 2001. Interest is payable quarterly commencing
March 21, 2000. The loan is secured by restricted cash in the amount of
$370,000. The loan was paid in full.


NOTE 8 - SHAREHOLDERS' EQUITY

Common Stock

During May 1999, the Company received $900,000 upon the exercise of an option
entitling the holder thereof to purchase 150,000 shares of the Company's common
stock for $6.00 per share. During May 1999, the Company completed a private
placement of 526,250 of shares of common stock. The Company received $3,780,000
in aggregate proceeds from the private placement. The Company used the proceeds
to finance its expansion in China. During December 1999, the Company received a
further $600,000 upon the exercise of an option entitling the holder thereof to
purchase 50,000 of the Company's common stock for $12.00 per share.

The Company entered into a subscription agreement, dated March 23, 2000, with
Asia Internet Assets, Inc. ("Asia Internet") pursuant to which Asia Internet
agreed to subscribe for 250,000 shares of the Company's common stock at a price
of $10 per share, in an unregistered offering pursuant to section 4(2) or 3(b)
of the 1933 Securities Act. Asia Internet paid $1,000,000 of the total purchase
price on April 4, 2000, and was to pay the remaining sum of $1,500,000 within 30
days thereafter.

On December 27, 2000, the Company entered into a new subscription agreement with
Asia Internet, which supersedes the subscription agreement entered into on March
23, 2000. Under the terms of the new subscription agreement, Asia Internet
agreed to subscribe 5 million shares of the Company's common stock at a price of
$0.50 per share, in an unregistered offering pursuant to section 4(2) or 3(b) of
the 1933 Securities Act. The Company received an additional payment of $1.0
million on January 8, 2001 and agreed with Asia Internet to defer collection of
the remaining $500,000 until after the issuance of 4 million shares.

The Company also entered into a Licensing and Shareholder Agreement, dated March
29, 2000 (the "Adgator Agreement"), with Adgator.com Co., Ltd. and Adgator Inc.
(collectively, "AC/AI"). Under the terms of the Adgator Agreement, AC/AI agreed
to purchase, and the Company agreed to sell to AC/AI, within three (3) months of
the date of the agreement, $1.0 million worth of the Company's common stock at a
price per share equal to a 30% discount from the one week average price from the
agreement date. The Company received a non-refundable deposit of $100,000 from
AC/AI in April 2000. Adgator, however, did not purchase the Company's common
stock and the deposit of $100,000 was forfeited.

Stock Incentive Plans

Under its Stock Incentive Plans, the Company may grant stock options and
incentive awards to executives, directors and employees to provide motivation to
enhance the Company's success and increase shareholder value. Incentive or
non-qualified stock options under these plans may be exercised up to 10 years
from the date the options were granted and vest over a period of up to two (2)
years. Certain options granted in 1999 became exercisable immediately.


                                      F-11

<PAGE>


Option holders are required to tender cash or shares of the Company's common
stock that they already owned equal to the aggregate exercise price of the
options at the time of exercise. Options outstanding under these plans may not
exceed 15% of the total number of shares at any time outstanding and the total
number of options that may be granted under the plans may not exceed 1,000,000
under each plan. At December 31, 2000, shares available for future awards under
these plans were 1,112.

The Company applies APB Opinion 25 in accounting for stock-based compensation
programs. Stock-based compensation expense recognized in connection with the
plan was $1.51 million and $9.0 million for the years ended December 31, 2000
and 1999, respectively, and was related to certain employees that were allowed
to exercise their options without paying the exercise price (cashless exercise)
as well as the excess of the fair value over the exercise prices of options
granted. Under APB 25, a cashless exercise is treated similar to a stock
appreciation right and the excess of the fair value of the stock and the
exercise price of the option is recognized as compensation expense.

Had the Company accounted for the options underlying its plans in accordance
with SFAS 123, pro forma net loss and loss per share would have been $10.9
million and $0.98, respectively, for the year ended December 31, 2000. These pro
forma amounts are based upon estimated values of the options using the
Black-Scholes model with the following assumptions at the date of grant:

                  Expected life             10 years
                  Interest rate             5.5%
                  Volatility                80%
                  Dividend yield            N/A

A summary of the Company's stock option plan activity is as follows:

<TABLE>
<CAPTION>


                                         Number of Shares         Range of Exercise Prices
                                         ----------------         ------------------------
<S>                                      <C>                      <C>
Balance, January 1, 1999.............                   -         $     -
Granted  ............................           1,452,138         $6.00 to 12.00
Exercised............................            (700,000)        $6.00 to 12.00
Forfeited............................                   -         $     -

                                         ----------------
Balance, December 31, 1999...........             752,138         $6.00 to 12.00
                                         ----------------

Granted  ............................             546,750         $1.00
Exercised............................                   -         $     -
Forfeited............................                   -         $     -

                                         ----------------
Balance, December 31, 2000...........           1,298,888         $1.00 to 12.00
                                         ----------------

</TABLE>


NOTE 9 - INCOME TAXES

The Company has total net operating loss carryforward at December 31, 2000 of
approximately $19.8 million principally in international jurisdictions. The
Company has established a valuation allowance against net deferred tax assets
because it is more than likely that the deferred tax benefits will not be
utilized.

The components of the provision for income taxes for the years ended December
31, 2000 and 1999 were as follows:

                                      F-12

<PAGE>

<TABLE>
<CAPTION>


                                                                           December 31,
                                                             ----------------- ------ -----------------
                                                                     2000                     1999
                                                             -----------------        -----------------
<S>                                                         <C>                       <C>

        Current

               Federal                                          $      --               $      --

               State                                                   --                      --

               Foreign
                                                                       99                      --
                                                             -----------------        -----------------
                                                                       99                      --

          Deferred
               Federal                                                 --                      --

               State                                                   --                      --

               Foreign                                                 --                      --
                                                             -----------------        -----------------
                                                                       --                      --
                                                             -----------------        -----------------

          Provision for income taxes                            $      99               $      --
                                                             =================        =================
</TABLE>


The components of the net deferred tax assets were as follows:

<TABLE>
<CAPTION>


                                                                            December 31,

                                                                  2000                   1999
<S>                                                          <C>                      <C>

         Deferred tax assets

               Net operating loss carryforwards              $     6,703              $    4,554

               Capital allowances carryforwards
                                                                     274                      --

                                                                   6,977                   4,554
               Less valuation allowances
                                                                  (6,977)                 (4,554)
         Net deferred tax assets
                                                             $        --              $       --
                                                             =================        =============


</TABLE>


The Company's effective tax provision (benefit) differs from the amount that
would have been provided using the US Federal statutory tax rate of 34%. The
difference is related to the effects of valuation allowances, net operating loss
benefits and lower tax rates in international locations.


NOTE 10 - COMMITMENTS AND CONTINGENCIES

Operating Leases

During 1999, the Company entered into operating lease arrangements for its
offices in China and Malaysia. Future minimum lease payments for these operating
lease arrangements are approximately $100,000 for 2001. The lease arrangements
expire in 2001 and certain of the agreements have a two year renewal option from
the date of expiration at lease payments to be re-negotiated. Rent expense under
operating leases totaled approximately $122,000 and $128,000 during 2000 and
1999, respectively.

Legal

From time to time the Company is subject to legal proceedings and claims in the
ordinary course of business, including claims of alleged infringement of
trademarks, copyrights and other intellectual property rights, and a variety of
claims arising in connection with the Company's email, message boards, and other
communications and community features, such as claims alleging defamation and
invasion of privacy. The Company is not currently aware of any legal proceedings
or claims that the Company believes will have, individually or in aggregate, a
material adverse effect on the Company's financial position or results of
operation.


                                      F-13

<PAGE>


Option Agreement

Pursuant to a proposed acquisition in 1996 which was never completed, the
Company had granted in the acquisition agreement its then subsidiary, AMC
Holdings, an option to convert certain preference shares in the acquisition
agreement to 125,000 shares of the Company's common stock. The proposed acquired
company executed an agreement of forbearance whereby it agreed to never exercise
such option. As management is presently uncertain as to the legal binding effect
of such an agreement upon an innocent purchaser for value, and although
management believes that no shares will be required to be issued, an aggregate
of 125,000 shares are reserved in the event that the Company may be forced to
issue such shares in the future.


NOTE 11 - SETTLEMENT CHARGES

In September 1999, the Company settled a dispute with a firm that was retained
to perform public relations work. The public relations firm claimed breach of
contract. The terms of the settlement required the Company to pay the public
relations firm $30,000 and to issue at a later date 30,000 shares of its common
stock. The aggregate cost of the settlement of $360,000 has been charged to
expense. The shares were issued in the first quarter of 2000.


NOTE 12 - SUBSEQUENT EVENTS

Proposed Spin-off and Listing on the Labuan International Financial Exchange
("LFX")

On February 21, 2001, MyWeb Technologies Ltd ("MyTech"), a company incorporated
in the British Virgin Islands and a subsidiary of TecnoChannel, obtained
approval in principle from the regulatory bodies of LFX for the admission to the
Official List of LFX and for the floatation of the entire issued and paid up
share capital of MyTech. The proposed spin-off has been structured to effect
transfer of 100% ownership in the TecnoChannel subsidiaries (and, accordingly,
the set-top box business) by TecnoChannel to MyTech in order to increase
MyTech's value in contemplation of its initial public offering on the LFX. The
spin-off is subject to final approval from the regulatory bodies of LFX.

Subscription Agreements Entered into by MyWeb Beijing

On February 23, 2001, the Company completed a series of agreements with Beijing
ShunTiamHang Investment and Management Co Ltd. ("Beijing STH Investment"). Under
the terms of the agreements, MyWeb Beijing received a total of RMB3 million or
approximately $362,000 in return for a total ownership of 22% of the total
issued and paid up capital of MyWeb Beijing. The shares of MyWeb Beijing are
convertible into newly issued MyWeb Inc.com shares of common stock at a price
per share equal to the market value the day prior to the date of conversion. In
addition, under the terms of the agreement, the Company issued options to
purchase 1,000,000 shares of common stock at a price equal to 60% of the average
market value for the twenty-one days prior to the exercise date, 1,000,000
shares of common stock at a price equal 80% of the average market value for
twenty-one days prior to the exercise date, and 800,000 shares of common stock
at a price equal to the average market value for twenty-one days prior to the
exercise date. The options expire on February 23, 2002.

Disposal of our Investment in Pacific Office

As part of the listing application exercise on the Labuan International
Financial Exchange, the Company entered into a letter of intent to dispose of
its subsidiary's 66.67% interest in Pacific Office due to the similarity of
operations with Unioffice. No purchase consideration has been determined.


                                      F-14


<PAGE>


NOTE 13 - UNCERTAINTY - GOING CONCERN

The Company's continued existence is dependent upon its ability to resolve its
liquidity problems, principally by obtaining additional debt financing and
equity capital. While pursuing additional debt and equity funding, the Company
must continue to operate on limited cash flows generated internally. During
2000, the Company recorded a net loss of $6.44 million as compared to a net loss
of $13.40 million for the 1999 period. The main reason for the lower net loss in
2000 was due to a lower non-cash expense related to employee stock compensation
expense of $1.50 million in 2000 as compared to $9.0 million in 1999. Other
factors were the decrease in sales and marketing expenses and product
development expenses in 2000 as a result of the Company's implementation of cost
cutting measures. This was offset by increase in general and administration
expenses in 2000 as compared to 1999 resulting from an increase in professional
and legal fees in relation to the application for the Company's Secondary
listing in the Singapore Stock Exchange in 2000. At December 31, 2000, the
Company had negative working capital of $3.5 million, compared to working
capital of $1.2 million at December 31, 1999.

Over the next 12 months, the Company plans to increase revenue from electronic
commerce by increasing awareness of its Websites and from its software
engineering and consulting services and further decreases in cash outlays for
sales and marketing as well as general administration expenses.

The Company currently is in negotiations with several parties to obtain
additional funds, however, there can be no assurance that such financing will be
available on terms and conditions acceptable to the Company, if available at
all. If such financing cannot be obtained, the Company would be required to
reduce or postpone expenditures and curtail operations. Any such postponement
could have a material adverse effect on the Company's business and results of
operations.


                                      F-15