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

                                  Form 10-KSB/A
(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, 1999

             [ ] 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) 460-9282
                 Issuer's telephone number (including area code)


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

         Common Stock                            American Stock Exchange

  Securities registered under Section 12(g) of the Exchange Act:

--------------------------------------------------------------------------------
                                (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/A or any amendment to this Form 10-KSB/A. [ ]

       State issuer's revenues for its most recent fiscal year:  $3,512,000
                                                               -----------------

                                       1
<PAGE>

The  aggregate  market  value  of the  voting  equity  (common  stock)  held  by
non-affiliates of the Registrant on March 31, 2000 was approximately $48,974,880
based on the closing  price of $12.87 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, 2000:
          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  10KSB/A  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995. These statements are typically identified by their inclusion of phrases
such as "we anticipate," "we believe" and other phrases of similar meaning. 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
10KSB/A.


                                     PART I

Item 1.  Description of Business

         History

         We were incorporated  under the laws of the State of Nevada, The United
States of America, on February 20, 1985 as a limited liability company 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:

                                       2

<PAGE>


         (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

         (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
subsequent  issues 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.

         Business Overview

         We are a major Asian  Internet  online  service and portal company that
uses  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 are focused
on delivering  locally-targeted,  local  content and  electronic  commerce.  Our
portals are principally accessed through co-branded television set-top boxes and
through personal computers.

         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 come to typically  describe a starting point page
with a hierarchical, topical directory, a search window, and 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 web  navigation  and aggregated  information  content.  It would
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 listing, weather information,  maps with
driving  directions,  searchable  yellow  pages,  People  Search white pages and
e-mail listing.

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



                                       3
<PAGE>


a.       Advertising on the Internet

         The  Internet  offers  web-based  advertising,  which  has  significant
         advantages over traditional advertising mediums in a number of ways. In
         addition to allowing an advertiser to target a specific  audience,  the
         Internet also enables users to interact with the  advertising  messages
         presented on the web sites.  The Internet also allows the advertiser to
         track the number of impressions  or times that an  advertising  message
         appears in page views  downloaded  by users,  which is verifiable by an
         independent  third-party  auditor.  Advertisers  can also  measure  the
         effectiveness  of  advertising  in generating  "click-through"  or user
         requests   for   additional   information   made  by  clicking  on  the
         advertiser's banner linking the user to the advertiser's websites.

b.       E-commerce

         The Internet  enables  features and functions  that are  unavailable in
         traditional media which include permitting online retailers to interact
         effectively   with  customers  and   advertisers  to  target   specific
         demographic  groups by  capturing  valuable  data on  customer  tastes,
         preference and shopping patterns.

         We seek to become  an  internationally-recognized  brand for  providing
high-quality,  localized content, services and e-commerce. This entails offering
an  international  one-stop  information  and lifestyle  content in  traditional
Chinese  and  English,  providing  access to  entertainment,  news,  e-commerce,
business,  finance, health education and a myriad of other services to serve the
needs of a diverse group of people and cultures within the Asian region. Through
strategic alliances with hardware  manufacturers,  we provide set-top boxes as a
means of capturing users onto our Internet portal.

         Our current focus markets are China, Malaysia and Singapore. We plan to
further expand our operations into Thailand,  Indonesia and Latin America within
the next 12 months.

         Our Business Model

         In developing  our business  strategy,  we have sought to integrate our
business lines by becoming  involved 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:

-    Software Layer: this involves providing interfacing software to enable set-
     top boxes to access the Internet and perform interactive  functions  and  a
     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.

-    Device Layer: this involves cooperating with hardware  manufacturers in the
     design,  production and  distribution of the set-top box, 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 strategic alliances with our partners.

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

-    Content Layer: this involves providing information, applications, links and
     material,  both in static and  interactive  formats,  whether free or for a
     price.  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 MyWeb  services to
the end customers.  Our primary involvement in the software layer is through our
Thunder  software  which allows  set-top  boxes to function 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.

                                       4
<PAGE>



         In taking part in the four  layers,  we have  actively  sought to build
strategic  alliances  with  third  parties,  including  manufacturers,  ISPs and
content and application providers. This has enabled us to focus our research and
development  expenditure and exploit the marketing  potential of each alliance's
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 are  currently  developing  an  alternative  version of the  Thunder
         software  based on the Linux  platform.  A  prototype  version has been
         developed.  However,  commercial production of co-branded set-top boxes
         based on the Linux platform has yet to commence.

         Software for ISPs: ThunderServ

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

         ThunderServ software currently incorporates the following features:

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

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

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

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

         - Parental control for blocking access to specified sites.

         We have  strategic  alliances  with  ISPs in China  and  Malaysia  that
         license our ThunderServ  software to provide television Internet access
         to their subscribers.  In each market we seek to identify and establish
         relationships with leading ISPs in order to gain access to the broadest
         subscriber base. We have  relationships  with MIMOS Berhad in Malaysia,
         HKNet  in  Hong  Kong  and  Beijing   Telecom  in  China.  We  recently
         established a relationship with Turnaround Technology Ltd. in Indonesia
         ("Turnaround")  and Asia Infonet Co. Ltd. ("Asia Infonet") in Thailand.
         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 use set-top boxes
         to supplement  personal  computers  and, to a certain  extent,  replace


                                       5
<PAGE>
         personal  computers.  Set-top boxes can also offer consumers a range of
         services,  from the  provision of 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 different  manufacturers.  We have done so in order to ensure that
         MyWeb set-top boxes will be available in the market to a greater 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 the set-top
         boxes and we therefore are not affected by any holding costs associated
         with  this  activity.   Having  a  variety  of  manufacturers  is  also
         beneficial for us because it helps us to penetrate the marketplace with
         the MyWeb brand-name and portal,  to facilitate  greater  acceptance of
         and compatibility for our Thunder software,  and also to better realise
         our vision of broadening  the use of the  television as an  alternative
         means of access to the Internet.

         Generally,  we  seek  to  establish  non-exclusive  relationships  with
         well-known  manufacturers  in each  market  in  which  we  operate.  We
         currently have business arrangements,  as further described below, with
         Philips Consumer Electronics  ("Philips"),  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.

         Philips:   We  established  our  first   strategic   alliance  for  the
         manufacture of set-top boxes with Philips in December  1997.  Under the
         first arrangement,  Philips produced,  manufactured and distributed the
         Philips MyWeb TM brand of set-top box. The  arrangement  was terminated
         upon the expiry of the  agreement  in 1999.  We  continue  to work with
         Philips to develop an embedded Internet television  functionality card,
         which is a  printed  circuit  board or PCB card  that can be  installed
         inside  television  sets and which  would  allow  users to  access  the
         Internet through the television.

         Soyea:  Soyea, a company listed on  the Shenzhen  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  transportation  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 Shanhong, China. We entered into a
         joint venture agreement in July 1999 with Haier 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.

         In January 2000,  TecnoChannel  entered into a license  agreement  with
         MyWeb  Beijing to license our Thunder  software and other  intellectual
         property  related  to the  production  of our  set-top  boxes  to MyWeb
         Beijing.  Due to regulations in China relating to the  importation  and
         licensing of foreign  technology,  such licensing  agreements between a
         Chinese  company and a foreign  company are  required to be approved by
         relevant  regulatory  authorities.  We have applied for and are waiting
         for such  approval to be granted.  MyWeb Beijing  subsequently  entered
         into a sub-licensing agreements with Soyea and Haier in February 2000.

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<PAGE>

         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 websites.

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 for  increasing
         subscribers to their  networks.  All set-top boxes users require an ISP
         account to access the  Internet.  ISPs  receive a direct  benefit  from
         their partnership with us.

         From  our  perspective,  linking  up with  these  companies  will  help
         distribute  MyWeb  set-top  boxes to a  captive  fixed-line  subscriber
         market and to the market of potential  Internet users who may be unable
         to  afford  or  unwilling  to pay for a  personal  computer.  From  the
         viewpoint  of a purchaser  of a MyWeb  set-top  box,  the box will come
         already  hooked  up with an ISP.  All the  purchaser  needs to do is to
         simply "plug and play."

         We have established  strategic alliances with ISPs in several countries
         to provide maintenance and updating of software, joint promotions,  and
         increasing 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.  My Web has an informal  arrangement with MIMOS Berhad for
         Jaring to be the  default  ISP  provider  for the  set-top box users to
         access 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.

         ChinaNet  (China):  ChinaNet,  a major ISP in China,  is the ISP arm of
         Beijing Telecom, the Chinese national telecommunications company. Under
         the terms of our agreement with Beijing Telecom,  which we entered into
         in April 1999, we have agreed to jointly  promote the Chinese portal of
         MyWeb Online Services with Beijing Telecom.  Beijing Telecom has placed
         a MyWeb  banner  advertisement  on its  ChinaNet  home  page  since  we
         commenced co-marketing activities.

         Turnaround (Indonesia):  On December 3, 1999, we entered into a license
         agreement with Turnaround licensing the use of our Thunderserv software
         to Turnaround.  Under the agreement,  we will jointly manage and market
         the   Indonesian   version  of  our  MyWeb  Online  Service  and  share
         advertising and transaction revenues. We will also jointly market MyWeb
         set-top boxes in  Indonesia.  The term of the license is from January 1
         to December  31,  2000,  and  Turnaround  is to pay to us $2 million in
         license fees for the period of the license.

         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 the  product and MyWeb has agreed to provide
         logos and icon links to Asia Infonet's websites on its portal.

d.       The Content Layer

         We  established  the MyWeb Online  Service in October  1997.  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 services and information in the
         local language, for local users.

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<PAGE>

         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)
         -  www.myweb.com.hk (Hong Kong)

         We are in the process of launching several new internet properties that
         will join our existing family of MyWeb Online Service properties.

         Our internet  strategy  involves  partnering with  third-party  content
         providers,  to allow  their  content to be  accessible  from within our
         portal.  We  believe  that this will  assist us in making  our  portals
         attractive  and  self-contained,  so that  users will find all of their
         internet interests within our portal, leading to longer time within our
         portal  and more  repeat  visits.  The  provision  of  interesting  and
         appealing  content,  offering  e-commerce  possibilities and ensuring a
         high visit rate to MyWeb's  portals will help generate  e-commerce  and
         advertising   revenues.   To  this  end,   we  have   formed   business
         relationships  with  providers in several  fields,  including  Unilever
         (Malaysia)  Holdings Sdn. Bhd.  ("Unilever"),  MPH Bookstores,  Tanjung
         Golden Village,  United Artists Cinemas, The China People's University,
         Xinhua News  Agency,  China  Sci-Technologies  International  Trust and
         Investment Co. Ltd. Such  relationships  are not pursuant to any formal
         documentation.

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

         --------------------- -------------------------------------------------
         Channel               Content
         --------------------- -------------------------------------------------
         Business              - Financial  information  from   major  financial
         and Finance             centres
                               - Stock market  and  economic  commentary in  the
                                 regional  markets
                               - Bulletin board to  host  financial  discussions
                                 and forums
                               - Access   to   online    stockbroking    through
                                 partnership  with   Hwang  DBS  Securities  (in
                                 Malaysia only)
                               - Access to online banking for set-top box  users
                                 through partnership  with RHB Bank (in Malaysia
                                 only)
         --------------------- -------------------------------------------------
         Education and         - Educational content  through  partnership  with
         Career                  Beijing Cybton Technology Development  Co. Ltd.
                                 ("Cybton") (China only)
                               - Directory of  educational  learning  institutes
                                 and  online tutorials  for  students  (Malaysia
                                 only)
                               - Company  directory and articles on professional
                                 industries
                               - Career advice and job listings
                               - Resume bank facility
                               - Career fair, resume  administration  programme,
                                 and job search through a recruitment and career
                                 development website (Jobpolitan), developed  by
                                 MyWeb in Malaysia

         --------------------- -------------------------------------------------
         Food and              - Food recipes
         Entertainment         - Listing of entertainment events
                               - Movie   synopses,  cinema  movie  listings  and
                                 screening  schedules  of  certain  local  movie
                                 theatres
                               - Celebrity  news
                               - Music reviews
                               - Tips on computer games
                               - Book reviews
                               - Special interest chat rooms
                               - Online quizzes (China only)
                               - Horoscopes, comics, jokes and opinion polls
       ----------------------- -------------------------------------------------
                                       8
<PAGE>

         --------------------- -------------------------------------------------
         E-Shopping            - Movie ticketing
         (currently in         - Music CDs
         Malaysia only)        - Bakery and cakes
                               - Household  consumer  products
                               - Books through partnership with MPH Bookstore
                               - Stationery and office supplies
                               - Online   promotional   coupons   and   discount
                                 vouchers

         --------------------- -------------------------------------------------
         Health                - Discussions  with  health  and  beauty industry
         and Beauty               professionals
                               - Medical information
                               - General education for baby care (China only)
                               - Health advice
                               - Beauty  tips
                               - Special women's section dedicated  to  covering
                                 career,  relationships,  money   and  parenting
                                 (Malaysia only)

         --------------------- -------------------------------------------------
         News                  - News through links with local and international
                                 news providers
                               - Sports news through partnership with  Sharkwave
                                 Information Technologies Company Limited,
                                 an internet-based provider of sports content
                                 (China only)

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

         Our Key Strategies

         We envisage  advertising  and  e-commerce to be the two main sources of
our  revenue  going  forward.  Consequently,  our key  strategy  is to  increase
advertising  and  e-commerce  activities  by  continuing  to develop  our portal
content and to expand its distribution by enlarging our set-top box distribution
network. This entails continuing the development of our set-top box software and
server applications technologies to serve consumers.

a.       Advertising

         The Internet  has become a new means of  communication,  marketing  and
         distribution  for the  advertising  industry.  The  volume  of  traffic
         generated by our portal network by our products and services allows our
         portal  network to be an  attractive  vehicle to host  advertising  for
         targeted  audiences.  We are able to  generate  significant  revenue by
         hosting   advertisements  on,  and  soliciting   sponsorship  for,  our
         myweb.com portals in China, Malaysia and Singapore.

         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


                                       9
<PAGE>

         duration  of the  advertising  contract,  the cost per  million of page
         views, commission negotiated and channel sponsorship.

         In the past, our main advertising customers have been:

         In China:      Compaq, Kodak, JiDa, Yingdong Studio.
         In Malaysia:   Universal Music, Jaring, MPH Bookstores, KL Mutual Fund,
                        Noel Gifts, Star Online, Mines Wonderland, I-Bhd.

b.       E-commerce

         We believe  that  e-commerce  is  a  natural  extension  of our  portal
         network.  Currently,  e-commerce is not developed within Asia nearly to
         the  extent  it is in the  United  States  and we have  only  begun  to
         generate revenues from e-commerce in 1999 in Malaysia.  We believe this
         is due to several factors,  including  purchase  fulfilment and payment
         processing.   Our  transaction  driven  e-commerce  business  generates
         revenue by selling products or services on the Internet. Our e-commerce
         business is currently operated by our subsidiary  companies,  Unioffice
         Sdn.  Bhd.   ("Unioffice")  and  MyWeb  E-Commerce  Sdn.  Bhd.  ("MyWeb
         E-Commerce").

         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 mainly 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
         common  stock  at the  agreed  value of  S$32.26  per  share.  Easy2Bid
         operates the online auction site,  www.easy2bid.com.  We plan to expand
         Easy2Bid's  business in Singapore  and 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.  The amount of the consideration is
         subject to  renegotiation  if, upon the completion of satisfactory  due
         diligence, the revenue and net tangible assets of Pacific Office varies
         by more than 3% as compared to its revenues and net tangible  assets as
         at  the  date  of the  agreement.  Pacific  Office  is  engaged  in the
         stationery and office supplies trading business.  We plan to develop an
         online sales  operations  for Pacific  Office and integrate such online
         operations into our portals to expand our e-commerce operations.

         As part of our  efforts to enhance  our image and  increase  our 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, we issued Merger Communications 15,000
         shares of our common stock.

         Customers

Our major customers (that account for more than 5% of our total revenue) for our
two main business lines are the following.

                                                         % Contribution to total
                  Major Customers                              1999 revenue
                  ---------------                        -----------------------

Advertising       Cyber Village Pte. Ltd.                          9.5%
                  Alam Teknokrat Sdn. Bhd.                        0.9%
                  Compaq (China Investment Co. Ltd.)              0.2%
                  TA Decor Sdn. Bhd.                              0.2%
                  Wonder Snow Sdn. Bhd.                           0.2%


                                       10
<PAGE>


E-commerce        Hangzhou Westlake Electronics                  26.5%
                      Import and Export Co. Ltd.
                  Pemasaran Jaya Mas Sdn. Bhd.                    5.4%
                  Saw Beng Swee Sdn. Bhd.                         8.5%
                  Visan Holdings Sdn. Bhd.                        8.5%
                  Elemkay Resources Sdn. Bhd.                     5.5%

         E-commerce revenue from Hangzhou Westlake, which contributed 26% of our
total  revenue  for the year 1999,  represented  non-recurring  sales of set-top
boxes  manufactured by Philips,  which were ordered through our portal in China.
We are not dependent upon any single customer or supplier in our business.

         Licenses

         We  currently  license  the use of the  QNX  operating  system  with no
termination  date for our  Thunder  software  installed  in each of our  set-top
boxes,  at a price  based on the number of  set-top  boxes  produced.  There are
alternative operating systems available,  for example,  Linux; hence, 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 we
are essentially a portal business,  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:

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

         We believe that our Internet  properties  currently compete effectively
in these areas and that we have a competitive  advantage  over our  competition.
Our  competitive  advantage  comes  from two  main  sources:  we have  strategic
partnerships  with  companies  that  will  help  direct  traffic  to our  online
properties;  and we  customize  our 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.  This brings us much closer to the user in that the user's local
needs and  requirements  could be met much more  easily.  This is of  particular
significance in our biggest  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 is catered to the US and European market.

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

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


                                       11
<PAGE>

Other potential competitors are:

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

     There has been a proliferation  recently 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  revenue.  We may also  encounter
competition  from ISPs, Web site 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 offline media such as television,
radio,  billboards,  magazines, and newspapers for a share of advertiser's 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 is 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 Asian  market  that we are in.  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 set-top boxes.

     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 market.

         Recent developments

         On February 15, 2000,  we entered into a license and service  agreement
with MyWeb  Americas,  Inc.  ("MyWeb  Americas").  The  agreement  allows  MyWeb
Americas to develop,  offer and promote  television  Internet access and Spanish
and  Portuguese  versions  of our MyWeb  Online  Services  to  markets  in Latin
America. Under the agreement, MyWeb Americas may use our Thunder and Thunderserv
software,  and our  intellectual  property  rights  relating to our MyWeb Online
Service,  and may also  sub-license and promote our technology  within the Latin
American  markets.  The agreement and license is valid for a term of five years,
after  which the  agreement  and license  will  automatically  be  extended  for
successive  three-year  terms.  Either party may  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 is to issue to us 3,405,405 shares
of its common stock.  MyWeb Online  Services for the Latin  American  market are
still being  developed,  and we anticipate that they will be ready by the end of
2000.

         We have  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 provides


                                       12
<PAGE>

shareholders  with a right of first  refusal  to  purchase  any  shares of MyWeb
Americas that any shareholder  wishes to sell and tag-along  rights to include a
pro-rata  portion  of  their  shares  in any  proposed  sale  of  shares  by any
shareholder.  Shareholders  who wish 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 have 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  has an  option to
purchase  additional  Series A  preferred  shares and a right of first  offer to
subscribe  for  additional  shares that MyWeb  Americas  proposes  to issue.  In
addition,  certain  actions  cannot 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.

         On March 22, 2000,  we entered into an agreement to acquire a strategic
equity stake of 25% - 36% in  Jingqi.com,  one of the largest  retail  bookstore
chains in China.  Jingqi.com has launched its online bookstore and has signed on
as a merchant on MyWeb's  E-Commerce  shopping mall,  which is to be launched in
2000.  Pursuant  to this  agreement,  MyWeb will  manage the online  payment and
direct Internet traffic to the Jingqi.com website.

         Governmental Regulation

         The Internet  largely  operates  outside  the scope of  U.S. government
regulation. Standards  are  set  by  an   inter-related  group  of  independent,
non-profit  bodies, but no U.S.  agency or organization exerts formal regulatory
control over the market.

         We are subject to governmental  regulation in the countries in which we
conduct  business.  The  countries  currently  include:   China,  Malaysia,  and
Singapore. The types of governmental regulation to which our business is subject
include  regulation of currency  conversion,  regulation  of  telecommunications
services,  regulation of information  and content,  and regulation of electronic
commerce.

         Regulation of the PRC Internet Industry

         Overview.  The PRC is currently our largest and most important  market.
At present,  there is no legislation in the PRC directly addressing the Internet
businesses  we are engaged in.  However,  certain areas related to the Internet,
such as telecommunications,  international  connections for computer information
networks,  information security and censorship, as well as foreign investment in
those areas, are covered in detail by a number of existing laws and regulations.
Some of these existing laws and regulations, which may impact foreign investment
in various Internet businesses in China, are promulgated by various governmental
authorities,  such as the Ministry of Information Industry ("MII") (formerly the
Ministry of Posts and Telecommunications,  or MPT), the State Administration for
Industry and Commerce ("SAIC"), or the Ministry of Public Security.

         The PRC  legislature  and regulatory  authorities  are currently in the
process of preparing new legislation that will govern or affect the PRC Internet
sector. For example, the SAIC is currently  considering adopting new regulations
governing online  advertising.  We cannot predict the timing and effects of such
new regulations and may be adversely affected by one or more of the following:

         - new laws or regulations, or different interpretation of existing laws
           and regulations;
         - pre-emption of provincial or local laws by national laws;
         - our ability to timely obtain the necessary  administrative  approvals
           and licences;
         - our ability to comply with applicable administrative requirements;
         - content restrictions on our Internet properties;
         - confiscatory taxation;
         - restrictions on imports;
         - restrictions on foreign investments;
         - currency devaluations;
         - expropriation  or  nationalization of  our  operations,  which  could
           result in the total loss of  ownership and control of  any  assets or
           operations that we develop in China; and
         - adoption of  measures intended  to reduce  inflation,  such  as price
           controls.

                                       13
<PAGE>

         There are substantial uncertainties regarding the proper interpretation
of existing PRC laws and regulations relating to the Internet Industry and there
are likely to be new PRC laws and  regulations  relating to the Internet  sector
adopted in the future.  In  particular,  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,  whether we will be able to acquire future  licenses or permits
necessary to conduct our operations in the PRC. Some of these issues,  risks and
uncertainties include the following:

    -    Various  officials of the MII have,  during 1999,  stated publicly that
         foreign investment is prohibited in the PRC Internet sector,  including
         in Internet service providers and Internet content providers.

    -    Foreign investment is prohibited in businesses  providing  "value-added
         telecommunication services",  including "computer information services"
         or "electronic mail box services".  However, the relevant regulation is
         silent  as to  whether  the  Internet  business  is  included  in these
         businesses in which foreign investment is prohibited.

    -    The MII has  stated  recently  that it  intends  to  adopt  new laws or
         regulations  governing foreign investment in the PRC Internet sector in
         the near  future.  At this time,  we do not know the timing or terms of
         these new laws or regulations or whether or how they will apply to us.

    -    According to press  reports,  under the  agreement  reached in November
         1999 between China and the United States  concerning the United States'
         support of China's  entry into the World  Trade  Organization  ("WTO"),
         foreign  investment in PRC Internet services will be liberalized at the
         same  rate as  other  key  telecommunications  services.  In  addition,
         according to press reports, key  telecommunication  services in the PRC
         will be subject to a foreign  ownership  limit of 49% for the first two
         years after  China's entry into the WTO and 50%  thereafter.  We do not
         know if this agreement will in fact be implemented, the timing thereof,
         the  terms  of  any  new  laws  or  regulations   resulting  from  such
         implementation,  or  whether  our  Internet  business  in China will be
         subject to these foreign ownership limits.

    -    The MII has stated  recently that the  activities  of Internet  content
         providers  are also  subject to  regulation  by various PRC  government
         authorities,  depending  on the  specific  activities  conducted by the
         Internet  content  provider.   According  to  press  reports,   various
         government  authorities  are in the process of  preparing  new laws and
         regulations that will govern these activities.  The areas of regulation
         may include online advertising and online news reporting.

    -    A PRC wholly  foreign-owned  enterprise is prohibited  from engaging in
         the  business of providing or  distributing  advertisements  as defined
         under the 1994 PRC  Advertising  Law.  The relevant law is silent as to
         whether online advertising is covered by the law.

         Ownership Structure and Restrictions on Foreign Investment. The MII has
promulgated regulations restricting foreign investment in the telecommunications
sector in China, including:

         - Provisional Administrative  Measures Regarding  the  Examination  and
           Approval of Deregulated Telecommunications Operations (1993);

         - Provisional Regulations for the  Administration  of  the  Deregulated
           Telecommunications Operations Market (1995); and

         - Definitions of  Various  Deregulated   Telecommunications  Operations
           (1995).

                                       14
<PAGE>

         These  regulations  prohibit a foreign person or entity,  including any
foreign  investment  enterprise  established  in the PRC, such as MyWeb Beijing,
from  investing  in, or  operating or  participating  in the  operation  of, any
business  that  provides  "value-added  telecommunications  services",  which is
defined to include,  among other services,  "computer  information services" and
"electronic mail box services".  However, these regulations were promulgated and
the definitions were adopted,  prior to the general emergence of the Internet in
China, and the relevant regulation is silent as to whether our Internet business
is included in these businesses in which foreign investment is prohibited.

         Foreign  investment in advertising  companies is also  restricted,  and
proposed  investment  projects  in these  areas must be approved on a project by
project basis. Under the relevant restrictions, non-PRC investors are restricted
from  holding  a  majority  of  voting  shares  in an  advertising  company.  No
regulations have yet been adopted  specifically  governing online advertising in
the PRC and the PRC laws and  regulations  are silent as to  whether  they cover
online advertising.  The SAIC, the PRC government agency regulating  advertising
activities,  has not  expressly  issued  regulations  or rules  stating that the
Internet is considered an advertising media. However, if the SAIC were to do so,
MyWeb  Beijing,  as a  wholly  foreign-owned  enterprise  in the  PRC,  could be
required to apply to the SAIC for authorization to conduct advertising  business
in accordance  with its rules.  We cannot  guarantee that such  application,  if
required,  would be approved by the relevant  authorities.  If we were unable to
obtain required approvals, our ability to generate advertising revenues could be
seriously  restricted.  If the relevant regulatory  authorities were to take the
position that our operations are in violation of existing regulations,  we could
be subjected to penalties,  including  being  prohibited from engaging in online
advertising  and  having  our  earnings  from such  activities  confiscated.  In
addition, if we are deemed to be an "advertisement  publisher",  we will be held
responsible  for  ensuring  the content of an  advertisement  complies  with the
regulations of PRC laws.

         The   interpretation   and   application   of  existing  PRC  laws  and
regulations,  the stated  positions  of the MII relating to the  prohibition  of
foreign investments in PRC Internet companies, and the likely possibility of the
introduction of new laws or regulations,  have created substantial uncertainties
regarding the legality of existing and future  foreign  investments  in, and the
businesses and activities of, PRC Internet businesses, including our business.

         We cannot be sure that our current  ownership  structure and activities
relating to MyWeb  Beijing will be viewed by PRC  regulatory  authorities  as in
compliance with  applicable PRC laws or  regulations.  Our businesses in the PRC
will be  adversely  affected if our  business  license is revoked as a result of
non-compliance with the relevant  regulations.  It is possible that the relevant
PRC  authorities  could,  at any time,  assert  that any  portion  or all of our
existing or future ownership structure and business in China violate existing or
future PRC laws and  regulations.  In addition,  new laws and regulations may be
retroactively  applied to us. For example,  China's potential entry into the WTO
will likely affect the terms of any new laws and regulations,  and may result in
the PRC government adopting a 49% or 50% limit on foreign investment in Internet
businesses,  including  limits on foreign  investments  in PRC Internet  content
providers, as well as affect the interpretation of existing regulations relating
to the PRC Internet sector.

         Information Security  and  Censorship. The  principal  PRC  regulations
concerning information security and censorship are:

     -   The Law of the People's Republic of China on the Preservation of State
         Secrets (1988) and its implementing rules (1990);

     -   The Law of the  People's Republic of China on State Security (1993) and
         its implementing rules (1994);

     -   Rules of the People's  Republic of China for Protecting the Security of
         Computer Information Systems (1994);

     -   Notice Concerning Work Relating to  the Filing of  Computer Information
         Systems with International Connections (1996);

     -   Administrative  Measures  for  Protecting  the  Security   of  Computer
         Information Network with International Connections (1997); and

                                       15
<PAGE>


     -  Regulations for the Protection of State Secrets for Computer Information
        Systems on the Internet (2000).


         These   regulations   specifically   prohibit   the  use  of   Internet
infrastructure  which results in a breach of public security or the provision of
socially destabilizing content or transmission of state secrets.

     -   "A breach of public security"  includes breach of national  security or
         disclosure  of  state  secrets,   infringement  on  state,   social  or
         collective interests or the legal rights and interests of citizens, and
         illegal or criminal activities.

     -   "Socially  destabilizing  content"  includes  any action  that  incites
         defiance  or  violation  of  Chinese  laws  and  regulations,   incites
         subversion of state power and the overturning of the socialist  system,
         fabricates or distorts the truth,  spreads  rumours or disrupts  social
         order, spreads feudal superstition, involves obscenities,  pornography,
         gambling,  violence,  murder or horrific  acts, or instigates  criminal
         acts.

     -   "State  secrets"  are defined as "matters  that affect the security and
         interest  of the  state".  The term covers such broad areas as national
         defense,   diplomatic  affairs,  policy  decisions  on  state  affairs,
         national economic and social development,  political parties and "other
         state secrets that the State Secrets  Bureau has  determined  should be
         safeguarded".

         China  has  enacted  regulations  governing  Internet  access  and  the
distribution of news and other information.  In the past, the PRC government has
stopped the  distribution  of  information  over the  Internet  that it believes
violated PRC laws or  regulations,  including  content that is obscene,  incites
violence,  endangers national security,  is contrary to the national interest or
is defamatory.  The Ministry of Public  Security also has the authority to cause
any local Internet  service  provider to block any Web site  maintained  outside
China at its sole  discretion.  In addition,  the  Propaganda  Department of the
Chinese  Communist  Party has been  given  the  responsibility  to  censor  news
published in China to ensure, supervise and control proper political ideology.

         The  State  Secrecy  Bureau,  which  is  directly  responsible  for the
protection of state secrets of all PRC  government and Chinese  Communist  Party
organizations,  is also  authorized  to block any website it deems to be leaking
state  secrets or  failing  to meet the  relevant  regulations  relating  to the
protection  of  state  secrets  in  the  distribution  of  online   information.
Specifically,  Internet  companies in China with bulletin  board  systems,  chat
rooms or new services must apply for the approval of the State  Secrets  Bureau.
As the  implementing  rules for the regulations  have not been issued,  however,
details  concerning how Internet  companies should comply with these regulations
remain to be clarified.

         The MII has also published implementing regulations that subject online
information  providers such as us to potential liability for content included on
their  portals and the actions of  subscribers  and others using their  systems,
including  liability for violation of Chinese laws  prohibiting the distribution
of content deemed to be socially destabilizing.  Furthermore, we are required to
delete  content that clearly  violates the laws,  regulations or policies of the
PRC and report  content  that we suspect may violate such laws,  regulations  or
policies.

         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,  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 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.

                                       16
<PAGE>

         International  Connections for Computer Information Networks. The State
Council  and  the  MII  have  promulgated  regulations  governing  international
connections for PRC computer networks, including:

     -   Provisional  Regulations  of the  People's  Republic  of China  for the
         Administration  of  International  Connections to Computer  Information
         Networks (1997) and their Implementing Measures (1998);

     -   Measures for the Administration of International Connections to China's
         Public Computer Interconnected Networks (1996); and

     -   Reply Concerning the Verification and Issuance of Operating Permits for
         Business Relating to International Connections for Computer Information
         Networks and for Public Multimedia Telecommunications Business (1998).

         Under these  regulations,  any entity seeking  access to  international
connections  for computer  information  networks in China,  such as MyWeb,  must
comply with the following requirements:

     -   be a PRC legal person;

     -   have   the  appropriate   equipment,  facilities   and   technical  and
         administrative personnel;

     -   have  implemented and registered  a system  of information security and
         censorship; and

     -   effect  all  international  connections  with  an  authorized  Internet
         service provider in China.


         We believe that MyWeb Beijing is in proper compliance with all of these
requirements.

         Encryption   Software.   In   October   1999,   the  State   Encryption
Administration  Commission promulgated the Regulations for the Administration of
Commercial Encryption,  which was followed in November 1999 by the Notice of the
General Office of the State Encryption Administration Commission.  Both of these
regulations  address the use in China of  software  with  encryption  functions.
According to these  regulations,  encryption  products purchased for use without
the permission of the state  encryption  administration  departments and foreign
encryption  products  purchased  for use  must  be  reported.  Violation  of the
encryption  regulations  may result in the  issuance of a warning,  levying of a
penalty,  confiscation of the encryption products and even criminal liabilities.
Because these regulations do not specify what constitutes  encryption  products,
and there are currently no official interpretations of, or detailed implementing
rules for, these regulations,  we are unsure as to whether or how they may apply
to us.

         Business License and Approval for Foreign Investment. Under current PRC
law, the legal  establishment of a technology company such as MyWeb Beijing must
be approved by the relevant local Commission for Foreign Economic  Relations and
Trade. MyWeb Beijing has obtained such approval.  MyWeb Beijing is also required
to have a business license issued by the SAIC. MyWeb Beijing's  business license
has lapsed and renewal of the business  license is  dependent  on MyWeb  Beijing
passing the annual inspection by the SAIC.

         If we are found to be in  violation of any existing or future PRC laws,
regulations  or  policies,   the  relevant  PRC  authorities  would  have  broad
discretion in dealing with such a violation,  including, without limitation, the
following:

          - levying fines;
          - revoking our business license;
          - requiring  us to  restructure our ownership structure or operations;
            and/or
          - requiring  us  to  discontinue  any  portion or  all of our Internet
            business or our investment in MyWeb Beijing.


                                       17
<PAGE>


         In addition, governmental agencies in China may:

         - require us to obtain licenses in order to commence or continue our
           business;
         - revoke or suspend any licenses we may have;
         - regulate  the  rates  that  we  will  be   permitted  to  charge  for
           telecommunications services; or
         - impose or change the tariffs or fees on our operations.

         Any of these  actions  could  have a  material  adverse  effect  on our
business, results of operations and financial condition.

         Research and Development

         The amount we spent on research  and  development  in 1998 and 1999 was
approximately $313,000 and $418,000, respectively. Research and development is a
critical element in our business.  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:

         -    designing  a set-up box which is lower in cost than the  currently
              available  set-up  boxes.  We believe this will  increase the cost
              competitiveness   of  the  set-top  boxes  we  co-brand  with  our
              partners.  We are also working to design a set-top box that allows
              for broadband cable and ADSL access, which may allow these set-top
              boxes to process  digital media, in addition to its current media.
              We are also working on a design board that has the  functions of a
              set-top box which can be integrated into a television set.

         -    developing  a financial  services  software  package  that enables
              financial  transactions  to be  conducted  through our  co-branded
              set-up boxes in a secure environment at a commercially  acceptable
              speed.  We are also  developing a web storage  software  which can
              allow  subscribers  to  store  certain  electronic  data  from the
              Internet,  effectively  allowing our users to have a virtual "hard
              disk" on the Internet.

         -    developing  with our  partner,  a  Chinese  version  of a  popular
              instant  messaging  software  which can allow our  subscribers  to
              interact with other existing users through this instant  messaging
              platform on their set-top boxes.

         -    developing an application suite for our subscribers  containing an
              organizer,  a  document  creation  software,  spreadsheet  and web
              storage   facility   which  will  allow  users  to  access   their
              information  regardless of their physical location as long as they
              have  access  to  the  Internet.   In  addition,  we  intend  that
              subscribers  will be able to have  access to a  "unified  mailbox"
              which can receive short messaging system ("SMS"),  pager,  e-mail,
              voice and fax messages.

          -   developing a  customized e-commerce engine for vertical portals to
              be hosted on our existing portals.

         Intellectual Property

         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,
China, Hong Kong, Singapore, Thailand, Indonesia, Philippines and India.

         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:

       - 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;


                                       18
<PAGE>


       - 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

       - 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, we have no assurance that:

       - we have adequately protected  or will be able to adequately protect our
         technology;
       - our competitors will  not be able to utilize our existing technology or
         develop similar technology independently;
       - the claims allowed on any  patents held by us will be broad   enough to
         protect  our  technology;  or
       - 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  suit.  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
Java technology of Sun into any of our co-branded  set-top boxes,  due primarily
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 are $234,000 and $360,000, respectively. For the "Personal
Applications  Browser",  the royalties payable in the first and second years are
$22,750 and $35,000,  respectively.  As of December 31, 1999,  we accrued  costs
related to the Sun  Agreement  in the amount of $256,750  under Cost of Revenues
for the  1999  Period.  However,  we have not made  any  payment  under  the Sun
Agreement  and are  disputing  our  obligation  to pay  any  amounts  under  the
agreement. We are in discussions with Sun to resolve this matter.

         Our Thunder  software is based on the QNX operating  system.  We have a
licensing  arrangement  with QNX  which  allows us to use its QNX  software  for
installation  in our  co-branded  set-top  boxes.  The  cost of  licensing  this
software  is $15.15  per  set-top  box.  There is no  termination  date for this
agreement.

         Employees

         At December 31, 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 are based in China  (covering  Hong Kong as well),  58 are based in  Malaysia
(covering Singapore as well), 3 are based in Singapore and 1 is based in USA.

         As of the end of December  1998,  we employed  14  full-time  employees
based in Malaysia,  of which 3 are in sales and  marketing,  5 are in design and
technical positions and 6 are in general administration.  As of the end of 1997,
we employed 16 full-time  employees based in Malaysia,  including 4 in sales and
marketing, 7 in design and technical positions, and 5 in general administration.

         We  presently  plan to  expand  our  personnel  base in such  areas  as
management,  marketing,  research and development, and multimedia designs. We do
not foresee any serious difficulties in hiring these additional employees.  From
time to time, we also employ independent contractors to support our research and

                                       19
<PAGE>

development.  None of our  employees  are  covered  by a  collective  bargaining
agreement, and we believe our employee relations are good.


Item 2.  Description of Property

         We  currently  do not own any  property.  We lease our  office 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. 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.

         We have also entered into lease arrangements with Beijing  Chongwen-New
World Properties  Development Co. Ltd. for our Beijing office.  In addition,  we
have entered into lease  arrangements with  Alliance/Interoffice  San Francisco,
LLC for our offices in San Francisco.  For our Singapore offices,  we use office
space on a rent-free basis, provided to us by a personal associate of a director
of MyWeb Inc.com, Danny Teow Teck Toe.

         Our  significant  asset  investment  is in  our  computer  servers  and
computer  systems.  In the year 1999,  the cumulative  expenditures  on computer
servers and  computer  systems  amounted to  $117,000.  Capital  expenditure  on
computer servers and systems in 2000 is expected to be incurred for the expected
launch of the portal in Thailand and the planned  expansion in China. We own all
of our servers and computer  systems.  We currently have more than 25 servers in
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 7  to  the  Consolidated Financial
Statements on page F-12.

         In 1999,  MyWeb  Beijing set up a music  channel on its website,  which
contained  links to websites on the internet with MP3 music,  enabling  users to
listen to or download MP3 songs through its search engine. Four member companies
of the International  Federation of the Panographic  Industry ("IFPI"),  namely,
Sony  Music  Entertainment  (Hong  Kong)  Records  Ltd.,  Warner  Records  Ltd.,
Universal  Records  Ltd. and China  Records  Guangzhou  Ltd.,  each sued MyWeb's
hyperlink  service  in  the  Beijing  Second  Intermediate  People's  Court  for
copyright  infringement  from the end of November to early December 1999.  MyWeb
and IFPI,  as well as its four  member  companies,  have  reached  a  settlement
agreement.  Under the terms of the agreement,  we have paid an agreed settlement
figure as  compensation  which included the legal costs,  notarization  cost and
attorney's fees of the four member companies.

         In February 1999, we engaged Merger  Communications  to provide us with
media relation services. A dispute subsequently arose regarding the compensation
that Merger  Communications was to receive under the agreement.  We have entered
into a settlement  agreement pursuant to which we paid $30,000 and issued 30,000
shares of our common stock to Merger Communications.

         Except as otherwise disclosed herein,  neither MyWeb Inc.com 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.  Except as otherwise disclosed herein, 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.



                                       20
<PAGE>

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 for  transactions
on common  stock  for the periods indicated. The quotations shown reflect inter-
dealer prices, without retail  mark-up, mark-down  or commissions  and  may  not
represent actual transactions.


<TABLE>

<CAPTION>

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

                                                    Period              High Bid Price          Low Bid Price

1998.................................            (1/1 - 12/31)              2.00                   0.03
                                              1Q (1/1 - 3/31)               2.00                   0.03
                                              2Q (4/1 - 6/30)               2.00                   0.03
                                              3Q (7/1 - 9/30)               0.06                   0.06
                                              4Q (10/1 - 12/31)             0.06                   0.06


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.................................         1Q (1/1 - 3/31)               27.00                  12.88
                                                  January                   27.00                  12.88
                                                  February                  21.00                  14.75
                                                   March                    18.06                  12.88

</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, 2000, there were approximately  1,400 holders of record
of our common stock each holding 100 shares or more.

         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 dependant on our  financial  condition,  results of  operations,  current and
anticipated  cash  requirements,  plans for expansion,  as well as other factors
that the Board of Directors deems relevant.


                                       21
<PAGE>

         Recent Sales of Unregistered Securities

         There were no sales of  unregistered  shares in the  fourth  quarter of
1999.  Sales of  unregistered  shares in the first  three  quarters of 1999 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. Asia Internet paid  $1,000,000 of the total  purchase  price on
April 4, 2000,  and is to pay the remaining sum of $1,500,000  million within 30
days thereafter. Asia Internet is an accredited investor as such term is defined
in Rule 501 of  Regulation  D, and the shares are being  purchased for their own
account and not for distribution or resale to others.

         In  addition,  on March 23, 2000,  Samsung Asia Pte.  Ltd., a Singapore
corporation,  confirmed  their  acceptance to subscribe to 100,000 shares of our
common stock at a price of $8 per share for a total consideration of $800,000 in
a private placement pursuant to section 4(2) or 3(b) of the 1933 Securities Act.
The  completion  of this  private  placement  is  pending  the  preparation  and
execution of a formal subscription agreement.


Item 6.  Management's Discussion and Analysis or Plan of Operations

         Management's  Discussion  and  Analysis  of  Financial  Conditions  and
Results of Operations

         We were  essentially  inactive in 1997 and 1998.  In February  1999, we
acquired all of the capital stock of TecnoChannel.  Following our acquisition of
TecnoChannel,  we revised our business  plan.  Our current  business  plan is to
devote all of our resources to the  development and expansion of our business in
China and in other emerging markets that have the following characteristics:

-    a high  percentage of television  usage;
-    a high level of consumer demand for the Internet;
-    a low  percentage  of personal  computer use;
-    a low level of personal computer literacy;
-    a high cost for personal computers; and
-    a pre-existing cable and telecommunications infrastructure.

         As  discussed  below,   during  the  fiscal  year  1999,  we  generated
increasing  revenues from our operations and incurred  increasing  expenses as a
result of our expansion into China. As part of our expansion  strategy,  we have
entered into strategic relationships with:

-        Chinese manufacturers of set-top Internet terminals;
-        Chinese content providers; and
-        Chinese Internet service providers.

         We  expect  these  strategic   relationships  to  help  us  attract  an
increasing number of Chinese Internet users to our Internet properties, which we
anticipate  will  lead to  increasing  advertising  revenues  from our  Internet
properties.  We also have implemented a brand development and promotion strategy
that  we  expect  will  attract  additional   Internet  users  to  our  Internet
properties.  As  part  of our  brand  development  and  promotion  strategy,  we
increased our advertising and brand development  expenditures during fiscal year
1999. Our expenditures  during fiscal year 1999 exceeded our revenues  resulting
in a net  operating  loss  during  that  period.  We expect to continue to incur
operating losses during the continued  expansion of our products and services in
China and other emerging markets.

         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.

                                       22


<PAGE>


         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, 1999, 1998 and 1997.

<TABLE>

<CAPTION>

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

                                                              1999                 1998            1997
                                                        ---------------------------------------------------
Revenues:                                                               (in thousands of dollars)

     Advertising and design work                              $  498              $  303                  -
     Electronic commerce                                       2,940                   -                  -
     Subscription services, Licensing and others                  74               1,008                102
                                                           ---------             -------           --------

       Total Revenue                                          $3,512              $1,311               $102
                                                           ---------             -------           --------
                                                           =========             =======           ========
</TABLE>

         Our business is principally  in Asia. We currently  generate three main
types    of    revenues:    advertising    and    design    work,    e-commerce,
licensing/subscription services and others. Advertising, electronic commerce and
other revenues are generated  mainly from  businesses  marketing to the Internet
users of our  online  properties.  Advertising,  electronic  commerce  and other
revenues  mainly consist of advertising  and related  revenues,  fees associated
with  electronic  commerce and the sale of  merchandise.  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, 1999, 1998 and 1997.

                                       23
<PAGE>
<TABLE>

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

                                                            1999              1998             1997
                                                      --------------------------------------------------

                                                                      (in thousands of dollars)
     Costs and expenses:
     Costs of revenues                                    $3,530                $109              $  0
     Sales and marketing                                   6,326                 224                37
     Product Development                                   4,396                 313               204
     General administration                                2,659                 289               114
                                                         -------             -------           -------
         Total costs and expenses                        $16,911                $935              $355
                                                         -------             -------           -------
                                                         =======             =======           =======

         Comparison of the year ended December 31, 1999 to the year ended December 31, 1998

</TABLE>

                 Total Revenues

         An  important  component of our  business  strategy in our  Interactive
Online Services business is an increasing reliance on advertising,  commerce and
other revenues.  These  revenues  include  advertising  and  electronic commerce
revenues,  the sale  of  merchandise  and  development  revenues. The growth  of
advertising, 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 grow in importance as we continue
to leverage its large, active and growing user base in the emerging market.

         Revenues  increased  from $1.31 million in the year ended  December 31,
1998 (the "1998  Period") to $3.51  million in the year ended  December 31, 1999
(the "1999  Period"),  an increase of 168%.  This increase was  attributable  to
revenue  generated from e-commerce  transactions in the amount of $2.94 million.
No one customer  accounted for more than 10% of total  revenues  during the year
ended 1999, except for Hangzhou Westlake  Electronics Import and Export Co. Ltd.
which accounted for approximately 26% of our total revenue during 1999.

                  Cost of Revenues

         Cost of revenues  includes the costs of merchandise  sold and royalties
paid for licensed technologies.  Cost of revenues increased 3,138% from $109,000
in the 1998 Period to $3.53 million in the 1999 Period. This increase was due to
the increase in e-commerce transactions and sales of set-top boxes. We have also
recognized expenses related to the royalties for licensed  technologies from Sun
Microsystems,  Inc. for a total amount of $256,750 for the 1999 Period. However,
we have  not  made  any  payment  under  the  agreement  and are  disputing  our
obligation to pay any amounts under the agreement.

                  Total Operating Expenses

         Total  operating  expense  increased  1,520% from  $826,000 in the 1998
Period  to  $13.38  million  in the 1999  Period.  The  increase  was  primarily
attributable to an increase in:

         i)   Sales and marketing expense from $224,000 in the 1998 Period to
              $6.33 million in the 1999 Period;

         ii)  Product development expenses from $313,000 in the 1998 Period to
              $4.40 million in the 1999 Period; and

         iii) General  administration  expenses from $289,000 in the 1998 Period
              to $2.66 million in the 1999 Period.

         Sales  and   marketing   expenses   include  the   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  increased  2,724% from  $224,000 in the 1998
Period to $6.33  million in the 1999 Period,  and  increased as a percentage  of
total  revenues  from 17% in the 1998  Period  to 180% in the 1999  Period.  The
increase was primarily  attributable to the stock  compensation  expense of $4.6
million  for the 1999  Period  in  connection  with  certain  of our  sales  and
marketing  employees  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 of the sales and  marketing
employees  which became  immediately  exercisable on the date of the grant.  The
increase was also  attributable to the increase in the number of personnel,  the
costs  associated  with our aggressive  brand building  strategy in China and an
increase in advertising and  promotion/marketing  related  expenses in China and
other emerging market countries in 1999.

         Product  development costs consist primarily of the non-monetary  stock
compensation expense, employee compensation relating to developing and enhancing
features  of the  MyWeb  online  service  properties  and our  products  and the
outsourcing of certain research and development work.

                                       24
<PAGE>

         Product  development  costs increased  1,304% from $313,000 in the 1998
Period to $4.40  million in the 1999 Period,  and  increased as a percentage  of
total  revenues  from 24% in the 1998  Period  to 125% in the 1999  Period.  The
increase in product  development costs was primarily due the stock  compensation
expense of $3.9  million for the 1999 Period in  connection  with certain of our
product  development  employees 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  of  the  product
development employees which  became  immediately exercisable on  the date of the
grant.  The  increase  was also  attributable  to the  increase in the number of
technical  employees that develop and enhance MyWeb online media properties.  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 costs as a percentage of total
revenues was primarily a result of the substantial growth in revenues.

         General and administration expenses increased 820% from $289,000 in the
1998 Period to $2.66  million in the 1999 Period,  and increased as a percentage
of total revenues from 22% in the 1998 Period to 76% in the 1999 Period. General
administration  expenses consist primarily of fees for professional services and
employee compensation.  The increase in general and administrative costs for the
1999 Period,  was primarily  attributable  to higher fees due to the increase in
professional  services  required in 1999, an increase in personnel  costs due to
the increase in the number of employees,  charges  incurred for  settlement of a
claim,  stock  compensation  expenses of $0.4 million arising from excess of the
fair value over the exercise prices of options granted to certain of the general
and administrative employees which became immediately exercisable on the date of
the grant and a general increase in operational  expenses of newly  incorporated
subsidiaries in Beijing, San Francisco and Singapore.

                  Stock-based Compensation Expense

         We have recorded total stock based compensation expense of $9.0 million
for the 1999 Period in connection with certain of our 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 $13.40  million or $1.31 per share,  for the
1999 Period (based on the weighted average  outstanding shares of 10,241,352 for
the year ended December 31, 1999)  compared to net income of $376,000,  or $0.04
per  share  for the 1998  Period  (based  on the  total  outstanding  shares  of
8,500,000  during  December 31,  1998).  This was primarily  attributable  to an
increase in the sales and marketing expenses and general administrative expenses
in the 1999 Period that was greater than the increase in revenue.


                  Comparison  of the year ended  December  31,  1998 to the nine
     month period ended December 31, 1997

                  Total Revenues

         Revenues  increased from $102,000 in the nine month period beginning on
TecnoChannel's  date of inception (April 5, 1997) and ended on December 31, 1997
(the "1997  Period") to $1.31 million in the fiscal year ended December 31, 1998
(the "1998 Period"),  an increase of 1,185%.  This increase was  attributable to
the  increasing  acceptance in the  marketplace  of the products and services of
TecnoChannel, which were introduced in the fourth quarter of 1997. One customer,
Wizoffice Pte.  Ltd.,  accounted  for  approximately  90% of revenues during the
1997 Period, while one customer,  Philips Consumer Electronics (and subsidiaries
thereof), accounted for approximately 77% of revenue during the 1998 Period.


                  Cost of Revenues

         Cost of revenue increased from $0 in the 1997 Period to $109,000 in the
1998 Period.  The increase in cost of revenue was  primarily due to the increase
in sales of our products and services during such period.


                                       25
<PAGE>

                  Total Operating Expenses

         Total  operating  expenses  increased  133% from  $355,000  in the 1997
Period to $826,000 in the 1998 Period.  The increase was primarily  attributable
to an increase in sales and  marketing  expenses from $37,000 in the 1997 Period
to  $224,000  in the 1998  Period,  and to an  increase  in product  development
expenses  from  $204,000  in the 1997  Period to  $313,000  in the 1998  Period.
Furthermore, the 1998 Period consists of twelve months of operations as compared
to the nine months of operation in the 1997 Period.

         The  sales  and  marketing   expenses  consist  primarily  of  employee
compensation  relating to marketing and promotion activities,  advertising,  and
other promotion and marketing  expenses.  The increase in absolute  dollars from
the 1997  period is  primarily  attributable  to the costs  associated  with the
increased marketing  activities in connection with the promotion of our products
and services.

         Product development expenses consist primarily of employee compensation
relating to developing and enhancing  features of our online service  properties
and our  products.  The  increase  in absolute  dollars  from the 1997 Period is
primarily a result of the  increase in the number of engineers  responsible  for
product  development.  We have  expensed,  as  incurred,  all  internal  product
development  costs and expect to incur increased  product  development  costs in
absolute dollars in future periods to remain competitive.

         Product  development  costs  increased  53% from  $204,000  in the 1997
Period to  $313,000  in the 1998  Period.  However,  product  development  costs
decreased as a percentage of total  revenues from 200% in the 1997 Period to 24%
in the 1998 Period. The increase in product  development costs was primarily due
to an increase in the number of  technical  employees  as well as an increase in
research and development  expenses incurred in the 1998 Period.  The decrease in
product  development  costs as a percentage  of total  revenues was  primarily a
result of the substantial growth in revenues.

         General and administration expenses increased 154% from $114,000 in the
1997 Period to $289,000 in the 1998 Period due  primarily  to higher fees due to
the  increase  in  professional  services  required  in 1998 and an  increase in
personnel costs.  However,  general and  administration  expense  decreased as a
percentage  of total  revenues  from 111% in the 1997  Period to 22% in the 1998
Period due to a substantial growth in revenues.

                  Net Income (Loss)

         We recorded  net income of  $376,000  or $0.04 per share,  for the 1998
Period (based on the total of 8,500,000 outstanding shares of TecnoChannel as at
December 31, 1998) compared to a net loss of $253,000,  or $0.03 per share,  for
the  1997  Period  (based  on the  total  of  8,500,000  outstanding  shares  of
TecnoChannel  Technologies  as at  December  31,  1997)  .  This  was  primarily
attributable  to an increase in sales revenue that was greater than the increase
in our cost of sales and operating expenses.

         Liquidity and Capital Resources

         At December 31, 1999, we had cash and cash  equivalents  totaling $2.36
million compared to $270 at December 31, 1998. For the 1999 Period, cash used in
operating  activities  of $2.77  million  was  primarily  due to the net loss of
$13.40 million in such period.

         Cash used in  investing  activities  was  $336,000  for the 1999 Period
compared to $20,000 for the 1998 Period. The capital expenditure of $347,000 for
the 1999 Period consisted of the purchase of computer  hardware and software and
other office equipment.

         For the 1999 Period,  cash  provided by financing  activities  of $5.46
million was derived  primarily  from the private  placement  of shares of common
stock, from which we received gross proceeds of $3.78 million,  and the issuance
of 200,000  shares of our common stock upon the exercise of a stock option,  for
which we received  $1.50  million.  As we  experienced  negative  cash flow from
operations in the 1999 period and we  anticipate  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


                                       26
<PAGE>

result in  additional  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.

         The Company  completed  a private  placement  of 250,000  shares of our
common stock on March 23, 2000 for aggregate  proceeds of $2.50  million.  Under
the terms of the  agreement,  we have received $1.0 million on April 4, 2000 and
will receive a further  $1.50 million in aggregate  proceeds  within the next 30
days. The Company has also secured another  private  placement of 100,000 shares
of our common  stock  where we will  receive  $800,000  upon the  signing of the
agreement.  However,  the Company is continuing  to pursue leads for  additional
possible investors. The Company believes that with the additional funds of $3.30
million,  it  will be able to meet  its  current  expenditure  requirements  and
achieve its business goals for the next 12 months.  Any additional  funds raised
will determine the speed with which promotion and enhancements are pursued.

         Our principal capital expenditures  currently in progress relate to the
planned expansion of our business in Latin America,  Indonesia and Thailand.  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 new capital
raised  where  appropriate.  In the past three  years,  the amount of  principal
capital  expenditures  (used  for  communication  equipment,  office  equipment,
furniture and leasehold improvements) was $54,000, $21,000 and $348,000 in 1997,
1998 and 1999, respectively.


         At December 31, 1999, we had working capital of $1.20 million, compared
to working  capital of $306,000 at December 31, 1998 and net deficit of $273,000
at December  31,1997.  Current  assets  increased by $3.58  million,  from $1.11
million at  December  31,  1998 to $4.69  million at December  31,  1999,  while
current liabilities  increased by $2.65 million, from $800,000 to $3.45 million,
over this same period. The increase in current assets was primarily attributable
to an increase in cash generated from the private  placement of shares of common
stock.  The change in current  liabilities was due to increases in other accrued
expenses and liabilities, primarily related to our new subsidiaries in China and
Singapore.


         Plan of Operation

         The Company's  operations in 1999 incurred an operating  expenditure of
$4.40 million and a  non-operating  expenditure of $9.0 million arising from the
stock compensation  expense as compared to Net Revenues of $3.51 million.  While
the Company does not expect to incur similar  non-operating  expenditure for the
stock compensation expense in 2000, it expects to incur operating expenditure of
$3.0 to $4.0 million in 2000 for its operations in the emerging markets.

         As a result, the Company believes that its significant cash outlay over
the next twelve months will be for the  advertising and marketing  expenses.  It
also  expects to incur  significant  cash outlay for general and  administration
expenses  as a result of the  operational  expenditure  for its  offices  in the
emerging markets.


         Year 2000

         Our comprehensive program to address Year 2000 issues was successful in
that our  business  activities  continued  without  disruption  through the days
before and after January 1, 2000 and February 29, 2000. In terms of supply chain
readiness,  on the basis of the  information  available  to us, we do not expect
disruptions caused by the failures of third parties to remediate their Year 2000
issues.  We will continue to monitor its computer  applications  throughout  the
Year  2000 to  ensure  that any  latent  Year  2000  matters  that may arise are
addressed promptly.


         Inflation

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



                                       27
<PAGE>


Item 7.   Financial Statements and Supplementary Data

         The consolidated  financial  statements of MyWeb Inc.com 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  22,  2000,  MyWeb  Inc.com  ("MyWeb")   dismissed  Wlosek  &
Braverman,  L.L.C. ("Wlosek & Braverman"),  the independent accountants that had
audited the  financial  statements  of Asia Media  Communications,  Inc.  ("Asia
Media"),  MyWeb's predecessor,  for the fiscal years ended December 31, 1997 and
December 31, 1998.  The reports of Wlosek & Braverman on Asia Media's  financial
statements  for such periods 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,  except that each such expressed an uncertainty as to the
ability  of Asia  Media  to  continue  as a  going  concern  and  the  financial
statements  did not  include  any  adjustments  to  reflect  the  effects on the
recoverability and classification of assets or the amounts and classification of
liabilities  that  may  result  from the  possible  inability  of Asia  Media to
continue as a going concern.  The dismissal of Wlosek & Braverman,  L.L.C.,  was
approved by MyWeb's Board of Directors. There were no disagreements between Asia
Media or MyWeb and Wlosek & Braverman on any matter of accounting  principles or
practice, financial statement disclosure, or auditing scope or procedure. Wlosek
&  Braverman  did not  advise  Asia  Media or MyWeb  with  respect to any of the
matters set forth in item  304(a)(1)(iv)(B) of Regulation S-B promulgated by the
Securities and Exchange Commission.

         On March 22,  2000,  MyWeb  engaged  Arthur  Andersen as the  principal
accountant  to audit  MyWeb's  financial  statements  for the fiscal  year ended
December 31, 1999.

         Subsequent to its appointment in March 1999 as auditors of TecnoChannel
Technologies  Sdn. Bhd.  ("TecnoChannel"),  a wholly-owned  subsidiary of MyWeb,
Arthur Andersen consulted with management of TecnoChannel,  in the normal course
of  its  audit,   on  various   accounting  and  reporting   issues,   including
TecnoChannel's  arrangement  with third  parties  pursuant  to which it provides
access to  TecnoChannel's  Web-TV  technology  to third  parties in exchange for
directing  users to  TecnoChannel's  web-site  ("barter  transactions").  Arthur
Andersen advised  TecnoChannel that barter  transactions should be accounted for
in accordance with Accounting  Principles Board (APB) Opinion No. 29, Accounting
for Non Monetary Transactions, which states in part that, in general, accounting
for  nonmonetary  transactions  should be based on the fair values of the assets
(or  services)  involved  which  is the  same  basis  as that  used in  monetary
transactions.  Thus,  the cost of a nonmonetary  asset  acquired in exchange for
another  nonmonetary  asset is the fair value of the asset surrendered to obtain
it, and a gain or loss should be recognized  on the exchange.  The fair value of
the asset  received  should be used to  measure  the cost if it is more  clearly
evident than the fair value of the asset surrendered.  Similarly,  a nonmonetary
asset received in a nonreciprocal  transfer should be recorded at the fair value
of the asset received. If the fair values of the assets/services  surrendered or
received in the transaction are not readily determinable,  the book value of the
asset surrendered should be used to record the transaction.

         In its  financial  statements  for the first three  fiscal  quarters of
1999, MyWeb had recorded gross revenues from barter transactions at the value of
the  transactions  stated in the  contracts  between MyWeb and the third parties
with whom it entered into the barter transactions. As a result of TecnoChannel's
consultations with Arthur Andersen,  MyWeb 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 MyWeb in the
barter  transactions was zero. MyWeb has decided to restate its previously filed
financial  statements  for the first three fiscal  quarters of 1999 to show that
its revenues from barter  transactions  were zero. The effect of the restatement
will be a reduction in revenues from barter  transactions  with a  corresponding
reduction in advertising expense and a net effect of zero to net income.

         Wlosek & Braverman  was not  consulted  with respect to the  accounting
treatment of the barter transaction.


                                       28
<PAGE>

                                    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,  2000.  Their  respective
backgrounds are described below.

Name                           Age          Position
----                           ---          --------

Nin Contreras                45         President and Chief Executive Officer
Wong Thean Soon              29         Chairman and Director
Danny Teow Teck Toe          30         Executive Director
Victor Fook Ai Ng            52         Executive Director, Chief Financial
                                        Officer, Treasurer and Secretary
Alvin Roy Granoff            52         Independent Director
George S. Bayoud, Jr.        45         Independent Director
K. Shanmugam*                40         Independent Director
Alex Jorge                   28         Vice President
Pan Dong                     41         Vice President
-----------
*Nominated but not appointed

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 as  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.


Danny Teow Teck Toe         Prior to becoming MyWeb's  Chief  Operating  Officer
                            in April 1999,  Mr. Toe was the co-founder and Chief
                            Operating Officer of TecnoChannel  since April 1997.
                            From 1996 until 1997,  Mr. Toe was a Senior  Officer
                            at the  Economic  Development  Board  of  Singapore,
                            where  he  worked  at  the  Enterprise   Development
                            Division.  He has also held marketing positions with
                            3M Inc.  in  Singapore.  Mr. Toe holds a first class
                            degree in Electronics  Engineering from the National
                            University of Singapore.


Victor Fook Ai Ng           Mr. Ng was appointed as 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.


                                       29
<PAGE>

Alvin Roy Granoff           Mr. Granoff was appointed as an independent 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.

George S. Bayoud, Jr.       Mr. Bayoud was elected as an independent director in
                            November 1999. Mr. Bayoud is the managing partner of
                            Texas  Ltd.,  an  investment  company.   Mr.  Bayoud
                            founded and is the  President of Raven  Interests of
                            Texas Inc.,  a real estate  company.  Mr.  Bayoud is
                            also  part of the  Board  of  Directors  of the Beck
                            Group, a construction and real estate company and of
                            Great Lodge.Com.  He was previously appointed to the
                            board  of the  Texas  National  Research  Laboratory
                            Commission   (Superconducting  Super  Collider).  In
                            1996,  Mr.  Bayoud  served  as  President  of  First
                            Southwest Holdings,  Inc., a leading investment bank
                            in the  Southwest.  Mr.  Bayoud is a graduate of St.
                            Mark's  School of Texas and The  University of Texas
                            at Austin.

K. Shanmugam               Mr.  Shanmugan has been nominated as a director.  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. It
                           is intended that Mr. Shanmugan's  appointment will be
                           formalized in April 2000.

Alex Jorge                  Mr. Jorge was appointed Vice President in  September
                            1999.   Mr.   Jorge  was   formerly  a  Test  Center
                            Performance Analyst for PC World Magazine, analysing
                            hardware component testing,  benchmark  development,
                            objective  analysis and vendor product  development.
                            He was also a  contributing  Editor for Hardware and
                            Software  systems  review  for both print and online
                            divisions.  Mr. Jorge has an  Associates Degree from
                            Diablo  Valley  College  and is  currently  pursuing
                            another degree from California State University, San
                            Francisco.

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 1999 fiscal year.


                                       30
<PAGE>

     Thean Soon Wong had a  reportable  event in 1999 and has not filed a Form 4
or Form 5. Victor Ng had reportable  events in 1999 and has not filed Forms 4 or
a Form 5.  Danny Teow Teck Toe had  reportable  events in 1999 and has not filed
Forms 4 or a Form 5.  Alex  Jorge has not filed a Form 3, and a Form 4 or Form 5
for a reportable event in 1999. Alvin Roy Granoff had a reportable event in 1999
and has not filed a Form 4 or Form 5.  George S.  Bayoud,  Jr. had a  reportable
event in 1999 and has not filed a Form 4 or Form 5. Neutron Enterprises Inc. had
a reportable  event in 1999 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 for the above-mentioned event that is reportable
by Neutron Enterprises Inc.


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 Mr. Thean Soon Wong, our Chief Executive Officer
during the last  completed  fiscal year. 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.

<TABLE>

<CAPTION>



                                                      SUMMARY COMPENSATION TABLE

<S>                       <C>       <C>          <C>            <C>               <C>               <C>
-------------------------- -------- ---------------------------------------------- -----------------------------------
                                                 Annual Compensation                     Long-Term Compensation
                                    ------------- ------------- ------------------ ----------------- -----------------
                                                                                        Awards            Payout
                                                                                   ----------------- -----------------
   Name and Principal                                                                 Securities
        Position                                                  Other Annual       Under-lying        All Other
                           Year        Salary        Bonus        Compensation       Options/SARs      Compensation
                                        ($)           ($)              ($)               (#)               ($)
           (a)               (b)        (c)           (d)              (e)               (g)               (i)
-------------------------- -------- ------------- ------------- ------------------ ----------------- -----------------

Thean Soon Wong -           1999       53,684        5,263         105,263(1)          100,000           7,074(2)

Chairman of MyWeb
Inc.com and CEO of
TecnoChannel
-------------------------- -------- ------------- ------------- ------------------ ----------------- -----------------

                            1998       25,263        2,105          31,579(1)              0             3,284(2)

-------------------------- -------- ------------- ------------- ------------------ ----------------- -----------------

                            1997       18,947        2,105              0                  0             2,274(2)

-------------------------- -------- ------------- ------------- ------------------ ----------------- -----------------

</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.



                                       31
<PAGE>

<TABLE>

<CAPTION>

                                                 OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                          (INDIVIDUAL GRANTS)
<S>                    <C>                <C>                       <C>             <C>                 <C>

----------------------- ------------------ ------------------------- --------------- ------------------- -------------
                            Number of          Percent of Total
                           Securities       Options / SARs Granted                    Market Price on
                           Underlying       to Employees In Fiscal    Exercise Or      Date of Grant
         Name            Options / SARs              Year              Base Price          ($/Sh)         Expiration
         (a)               Granted (#)               (c)                 ($/Sh)             (e)              Date
                               (b)                                        (d)                                (f)
----------------------- ------------------ ------------------------- --------------- ------------------- -------------

Thean Soon Wong              100,000                6.89%                 6.00            16.81(1)        11/06/2004

----------------------- ------------------ ------------------------- --------------- ------------------- -------------

</TABLE>

----------
Note:
(1)  Grant date present value $2,380,000


<TABLE>

<CAPTION>

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

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

------------------------ ------------------ ------------------ ------------------------------ ------------------------
                                                                   Number of Securities        Value of Unexercised
                                                                  Underlying Unexercised           In-The-Money
                         Shares acquired                       Options / SARs at FY-End (#)   Options/SARs At FY-End
         Name            on exercise         Value realized     Exercisable / Unexercisable      ($) Exercisable /
                                (#)                ($)                                             Unexercisable
                                                                            (d)
          (a)                   (b)                (c)                                                  (e)
------------------------ ------------------ ------------------ ------------------------------ ------------------------
------------------------ ------------------ ------------------ ------------------------------ ------------------------
    Thean Soon Wong              0                  0              Exercisable: 100,000       Exercisable: 2,100,000
------------------------ ------------------ ------------------ ------------------------------ ------------------------

</TABLE>

         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, 1999 was $241,284.
For the current  financial year ending  December 31, 2000, the estimated  amount
payable to the Directors is approximately $500,000.


         Stock  options were also granted to George Bayoud and Alvin Granoff for
50,000  shares at an  exercise  price of $12 per share.  These  were  granted on
November 6, 1999 and will expire on November 6, 2009.

         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 does not specify
Mr. Toe's term of employment.  Mr. Toe's annual compensation is $84,000. Mr. Toe
resigned  as Chief  Operating  Officer in oMarch  2000.  The Board of  Directors
appointed Mr. Toe to serve as a director in November 1999.



                                       32
<PAGE>


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.  The ownership  reflected in the table is accurate as of March 31,
2000.

<TABLE>

<CAPTION>

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


                                            Direct Interest      Indirect Interest      Total Interest
Shareholders                                 No. of shares         No. of shares        No. of shares       (%)
------------------------------------------ -----------------    -------------------  ------------------- --------
Holders of 5% or more

T S Wong (1)                                    100,000              2,675,950              2,775,950        24.8
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya
Malaysia


Neutron Enterprises Inc. (2)                   1,450,000                 -                  1,450,000        13.1
Incubator 2, Unit G3
Technology Park Malaysia
57000 Kuala Lumpur, Malaysia


Meng Fui Cheah                                  97,000               850,000(3)             947,000(4)        8.5
Incubator 2, Unit G3,
Technology Park Malaysia
Lebuhraya Puchong-Sungei Besi,
Bukit Jalil

Victor Ng (5)                                   78,032                789,550                867,582          7.8
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya
Malaysia


Dr. Ahmad Mustaffa Babjee                       20,000               850,000(6)             870,000(7)        7.8
Incubator 2, Unit G3,
Technology Park Malaysia
Lebuhraya Puchong-Sungei Besi,
Bukit Jalil

Free Earth Investments Ltd. (8)                 789,550                  -                   789,550          7.1
612, Telok Blangah Road
#01-03, Fairways Condominium
Singapore

</TABLE>

-------
Note:
(1)  Of such  shares, 2,675,950 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)  Owned of record  by  Jerisle  Ltd.,  of which  Mr.  Cheah  owns 100% of the
     outstanding  stock.
(4)  Inclusive  of 20,000  shares Mr. Cheah has the right to acquire  beneficial
     ownership  within 60 days.
(5)  Of such shares, 789,550 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.


                                       33
<PAGE>

(6) Owned of record by Ambang  Dinamik Sdn.  Bhd., of which Dr. Babjee owns 100%
    of the  outstanding  stock.
(7) Inclusive of  20,000  shares Dr. Babjee has the right to acquire  beneficial
    ownership within 60 days.
(8) Doris Poh Heem Huang (now  deceased) was the owner of Free Earth Investments
    Ltd.  Mrs. Poh was the wife of Victor Ng, one of our directors and officers.
    Mr. Ng disclaims  beneficial  ownership of these  shares.  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.  Does not include  shares which are subject
    to options held by Mr. Ng.

         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 March 31, 2000:


<TABLE>

<CAPTION>

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

                                           Direct Interest     Indirect Interest     Total Interest
Shareholders                                No. of shares        No. of Shares       No. of shares       (%)
----------------------------------------- ------------------ -------------------- ------------------- --------
Directors

T S Wong (1)                                   100,000             2,675,950           2,775,950        24.8
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya
Malaysia


Victor Ng (2)                                  78,032               789,550              867,582          7.8
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya
Malaysia


Danny Toe Teow Teck                           103,473               425,000(3)           528,473          4.8
Block G, Unit G606
Phileo Damansara 1
46350 Petaling Jaya
Malaysia

Alvin Roy Granoff                              50,000                17,000               67,000(4)       0.6
3013 Fairmount
Dallas, Texas
United States of America

George S. Bayoud, Jr.                          50,000                    -                50,000(5)       0.4
3909 Maramar Ave.
Dallas, Texas 75205
United States of America

All executive officers and directors as       381,505             3,907,500            4,289,005
a group

</TABLE>


-----
Note:

(1) Of such shares,  2,675,950 are owned of record by Star Channel  Systems Sdn.
    Bhd., of which Mr. Wong owns 76.5% of the outstanding stock.
(2) Of such shares, 789,550 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,


                                       34
<PAGE>

    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.
(3) Owned of record by Mdm. Tan Sew Lan as trustee for her son, Mr. Toe
(4) Inclusive   of  50,000  shares  that Mr  Granoff  has the  right to  acquire
    beneficial  ownership of within 60 days.
(5) Inclusive  of  50,000  shares  that  Mr.  Bayoud  has  the  right to acquire
    beneficial ownership of within 60 days.


We only have one class of shares which is the common  stock,  par value of $0.01
each.


Item 12.   Certain Relationships and Related Transactions

         In 1997,  1998 and 1999,  some of our directors and  shareholders  made
loans to us for working  capital  purposes.  As of December  31,  1999,  we owed
$151,037 to Thean Soon Wong (our chairman),  $24,573 to Danny Teow Teck Toe (our
director),  $911 to Dr. Ahmad Mustaffa  Babjee (a  shareholder),  and $20,990 to
Meng Fui Cheah (a 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 a personal  associate of Danny
Teow Teck Toe, one of our directors. 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,  as filed with the Commission
                 on April 14, 2000.


                                       35
<PAGE>


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.

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 Annual  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  Annual  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
                 Annual 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 Annual 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 Annual  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.

                                       36
<PAGE>


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.

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,  1999, 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.


                                       37
<PAGE>


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.

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,    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      +     Co-operation 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,  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      +     Co-operation  Agreement between  Beijing  Yinjian Industry Co.,
                 Ltd. and  MyWeb Network  Systems (Beijing) Co., Ltd., effective
                 as of October 1, 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, as filed with the
                 Commission on April 14, 2000.

10.38      +     Website  Co-operation  Agreement  between  Shenzhen  Prosperity
                 Systems Co.,  Ltd. and  MyWeb  Network  Systems  (Beijing) Co.,
                 Ltd., effective as of October 30, 1999.


                                       38
<PAGE>


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,  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.

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,  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,  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,
                 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,  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,  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,  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.


                                       39
<PAGE>


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, 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.


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, 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,  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, 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,  as filed with
                 the Commission on April 14, 2000.

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,  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,  as filed  with the
                 Commission on April 14, 2000.

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

27.              Financial Data Schedule  for the year ending December 31, 1999,
                 and restated  for the years ending  December 31, 1998 and 1997.

----------

*        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.


                                       40
<PAGE>


         Reports on Form 8-K filed during the last quarter of 1999

         As previously  disclosed in the Registrant's  Form 8-K, dated March 22,
2000, the Registrant  dismissed  Wlosek & Bravemen,  L.L.C.  as its  independent
accountants  and engaged  Arthur  Andersen as its new  independent  accountants,
effective  March 22, 2000. The  Registrant's  Form 8-K, dated March 22, 2000, is
incorporated herein by reference.


                                       41
<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: July  10, 2000


         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.


/s/  Thean Soon Wong                 Chairman and Director         July 10, 2000
-------------------------------
Thean Soon Wong


/s/  Danny Teow Teck Toe             Director                      July 10, 2000
-------------------------------
Danny Teow Teck Toe


/s/ Victor Fook Ai Ng                Director and                  July 10, 2000
-------------------------------       Chief Financial Officer
Victor Fook Ai Ng


/s/  Kasiviswanathan Shanmugam       Director                      July 10, 2000
-------------------------------
Kasiviswanathan Shanmugam


/s/  Nin Contreras                   Chief Executive Officer       July 10, 2000
--------------------------------      and President
Nin Contreras



                                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 sign the Amendment No.1 to the Annual Report on
Form 10-KSB/A of MyWeb Inc.com for the fiscal year ending  December 31, 1999 and
all  amendments to such  Amendment No. 1 to the Annual Report on Form  10-KSB/A,
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.


<PAGE>


                                  MYWEB INC.COM


Item 7.     Financial Statements and Supplementary Data

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



Report of Independent Public Accountants.....................................F-2

Consolidated Balance Sheets as of December 31, 1999 and 1998.................F-3

Consolidated Statements of Operations for the years ended
     December 31, 1999 and 1998, and the nine months ended
     December 31, 1997...................................................... F-4

Consolidated Statements of Changes in Stockholders' Equity for the
     years ended December 31, 1999 and 1998, and the nine months
     ended December 31, 1997.................................................F-5

Consolidated Statements of Cash Flows for the years ended
     December 31, 1999 and 1998, and the nine months ended
     December 31, 1997.......................................................F-7

Notes to Consolidated Financial Statements...................................F-8


                                      F-1

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
OF MYWEB INC.COM:



         We have audited the accompanying  consolidated  balance sheets of MYWEB
INC.COM (a Nevada  corporation)  and  subsidiaries as of December 31, 1999, 1998
and 1997 and the  related  consolidated  statements  of  operations,  changes in
shareholders'  equity and cash flows for the years ended  December  31, 1999 and
1998  and the  nine-month  period  ended  December  31,  1997.  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 audits.

         We  conducted  our audits in  accordance  with the  auditing  standards
generally  accepted in the United States.  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 the management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  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,  1999,  1998 and 1997 and the results of their
operations  and their cash flows for the years ended  December 31, 1999 and 1998
and the  nine-month  period  ended  December  31,  1997 in  conformity  with the
accounting principles generally accepted in the United States.



                                                                 ARTHUR ANDERSEN



Kuala Lumpur
April 13, 2000


                                      F-2
<PAGE>

<TABLE>

<CAPTION>


                                  MYWEB INC.COM
                           CONSOLIDATED BALANCE SHEETS
                                AS OF DECEMBER 31
                   (IN THOUSANDS OF DOLLARS, EXCEPT PAR VALUE)


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

                                                                      1999              1998               1997

                                                                  --------------    --------------     --------------

Assets:

Current Assets:
     Cash and cash equivalents                                            2,362                 -                  6
     Accounts receivable                                                  1,818             1,100                100
     Inventories                                                             43                 -                  -
     Prepaid expenses and other current assets                              466                 6                  6
                                                                  --------------    --------------     --------------


         Total Current Assets                                             4,689             1,106                112
                                                                  --------------    --------------     --------------


Property and equipment                                                      352                54                 46
                                                                  --------------    --------------     --------------


                                                                          5,041             1,160                158
                                                                  ==============    ==============     ==============

Liabilities and Shareholders' Equity:

Current Liabilities:
     Accounts payable, trade                                              1,861               408                187
     Other accounts payable                                               1,369               355                 27
     Due to directors                                                       198                37                171
     Deferred Revenue                                                        26                 -                  -

                                                                  --------------    --------------     --------------


Total Current Liabilities                                                 3,454               800                385

                                                                  --------------    --------------     --------------


Commitments and contingencies (Note 7)                                        -                 -                  -
Minority Interests                                                            7                 -                  -

Shareholders' Equity:
     Common stock, par value $0.01; authorized
         100,000,000 shares;
     Issued and outstanding 11,070,135 shares in 1999 and
         and 8,500,000 in 1998 and 1997                                     111                85                 85

     Additional paid-in capital                                          14,749               152               (59)
     Retained earnings (deficit)                                       (13,272)               123              (253)
     Other comprehensive loss                                               (8)                 -                  -


                                                                  --------------    --------------     --------------

     Total Shareholders' Equity                                           1,580               360              (227)

                                                                  --------------    --------------     --------------

                                                                          5,041             1,160                158

                                                                  ==============    ==============     ==============



                           The accompanying notes are an integral part of these consolidated balance sheets


</TABLE>


                                       F-3
<PAGE>


<TABLE>

<CAPTION>

                                  MYWEB INC.COM
                      CONSOLIDATED STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998,
                   AND THE NINE MONTHS ENDED DECEMBER 31, 1997
               (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNT)


<S>                                                   <C>                      <C>                  <C>
                                                                1999                    1998                 1997
                                                       --------------------     -----------------    ------------------


Net Revenues                                                         3,512                 1,311                   102

Cost of revenues                                                     3,530                   109                     -
                                                       --------------------     -----------------    ------------------
Gross profit (loss)                                                   (18)                 1,202                   102
                                                       --------------------     -----------------    ------------------


Operating Expenses:
     Sales and marketing                                             6,326                   224                    37
     Product development                                             4,396                   313                   204
     General administration                                          2,659                   289                   114
                                                       --------------------     -----------------    ------------------


     Total operating expenses                                       13,381                   826                   355
                                                       --------------------     -----------------    ------------------


     Minority Interest                                                 (4)                     -                     -

Net Income (Loss)                                                 (13,395)                   376                 (253)
                                                       ====================     =================    ==================


Income (Loss) per share, Basic and Diluted                          (1.31)                  0.04                (0.03)
                                                       ====================     =================    ==================


Average number of common shares
outstanding                                                     10,241,352             8,500,000             8,500,000
                                                       ====================     =================    ==================




                             The accompanying notes are an integral part of these consolidated statements
</TABLE>

                                      F-4


<PAGE>


<TABLE>

<CAPTION>

                                  MYWEB INC.COM
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998,
                   AND THE NINE MONTHS ENDED DECEMBER 31, 1997
                            (IN THOUSANDS OF DOLLARS)


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


                                                                                     Accumulated
                                     Common                Additional                   other           Total
                                     Stock                  paid in     Retained    comprehensive    Stockholders'
                                     Shares      Amount     capital     earnings    income (loss)       Equity
                                     ------      ------    ----------   --------    -------------    -------------


Capitalization of                   8,500,000         85         (59)          -               -             26
TecnoChannel

Comprehensive loss
     Net Loss for 1997                                                      (253)                           (253)

Total Comprehensive loss                                                                                    (253)
                                    ----------  ---------    ---------   --------    ------------     -----------


Balance as at December 31, 1997     8,500,000         85          (59)      (253)               -           (227)

Capital contribution                                              211                                        211

Comprehensive income
     Net Income for 1998                                                     376                             376
Total Comprehensive income                                                                                   376
                                    ----------  ---------    ---------   --------    ------------     -----------

Balance as at 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         1,000,000         10                                                     10
connection with exercise of
warrants

Issuance of common stock in           526,250          5        3,775                                     3,780
connection with private
placement

Issuance of common stock in           200,000          2        1,498                                     1,500
connection with exercise of
options

Shares issued for litigation                -          -          330                                       330

Issuance of common stock in           348,529          4        6,343                                     6,347
connection with options
exercised for compensation


                                       F-5
<PAGE>



Compensation for stock option              -          -        2,656                                     2,656
grants

Comprehensive Loss:
Net Loss for 1999                                                      (13,395)                        (13,395)

Foreign currency translation                                                                (8)             (8)
                                                                                                    -----------

Total comprehensive loss                                                                               (13,403)
                                   ---------    -------    ---------    -------       ---------     -----------

Balance as at December 31, 1999   11,070,135        111       14,749   (13,272)             (8)          1,580

                                 ============ ========== ======================================================


                             The accompanying notes are an integral part of these consolidated statements

</TABLE>

                                      F-6

<PAGE>


<TABLE>

<CAPTION>

                                  MYWEB INC.COM
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED DECEMBER 31, 1999, 1998
                   AND THE NINE MONTHS ENDED DECEMBER 31, 1997
                            (IN THOUSANDS OF DOLLARS)



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

                                                             1999                 1998                   1997
                                                       -----------------    ------------------    -------------------

Operating Activities
     Net income (loss)                                         (13,395)                  376                   (253)
Reconciliation to net cash used in operating
activities
         Depreciation                                               45                    12                      9
         Non cash expenses                                       9,333                     -                      -
         Minority interest in net income(loss)                      (4)                    -                      -
         Unrealized loss on foreign exchange                         -                    13                      -
         Loss on sale of equipment                                   3                     -                      -

Changes in Operating Working Capital
         Accounts receivable, trade                               (705)               (1,014)                  (100)
         Inventories                                               (43)                    -                      -
         Prepaids and other current assets                        (460)                    -                     (6)
         Accounts payable                                        2,434                   550                    214
         Deferred revenue                                           26                     -
                                                       -----------------    ------------------    -------------------


         Net cash used in operating                             (2,766)                  (63)                  (136)
     activities
                                                       -----------------    ------------------    -------------------


Investing Activities
     Acquisition of property and equipment                        (347)                  (20)                   (55)
     Acquired cash in Asia Media                                    11                     -                      -
                                                       -----------------    ------------------    -------------------


         Net cash used in Investing                               (336)                  (20)                   (55)
Activities
                                                       -----------------    ------------------    -------------------


Financing Activities:
     Proceeds on issuance of common stock                        5,290                   211                     26
     Proceeds from minority shareholders                            11                     -                      -
     Borrowings from (repayments to) directors                     163                  (134)                   171
                                                       -----------------    ------------------    -------------------


         Net cash provided by Financing                          5,464                    77                    197
Activities
                                                       -----------------    ------------------    -------------------


Increase (decrease) in cash and cash equivalents                 2,362                    (6)                     6
Cash, beginning of year                                              -                     6                      -
                                                       -----------------    ------------------    -------------------


Cash, end of year                                                2,362                      -                     6
                                                       =================    ==================    ===================


                             The accompanying notes are an integral part of these consolidated statements

</TABLE>

                                      F-7


<PAGE>



MYWEB INC.COM

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999, 1998 AND 1997


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

         In  February   1999,   following  our   acquisition   of   TecnoChannel
Technologies, we changed our name from Asia Media Communications,  Ltd. to MyWeb
Inc.com,  and we revised our 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.

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

         We also earn  revenue on design and  development  work  relating to the
design,  and  integration of customers'  content and links into the MyWeb Online
Service media properties.  These development 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 approximately 1% of total revenues
during the year.

         No one customer  accounted for 10% or more of net revenues during 1999,
except  for  Hangzhou  Westlake Electronics  Import and  Export  Co., Ltd. which
accounted for approximately 26% of total revenues during the year.

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

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


                                       F-8
<PAGE>


         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 cost 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 our 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 our product  development
process,  technological  feasibility is established upon completion of a working
model.


         ADVERTISING  COSTS.  Advertising costs are expensed as incurred.  We do
not incur any  direct-response  advertising costs.  Advertising  expense totaled
approximately   $951,000,   $137,000   and   $7,000  for  1999,  1998  and  1997
respectively.


         CASH AND CASH  EQUIVALENTS.  We consider all highly liquid  investments
with an original  maturity  of three  months or less when  purchased  to be cash
equivalent.  We did not use cash to pay for  interest or income taxes during any
of the periods in the financial statements.


         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 our  cash and  cash  equivalents,  other  receivables,  other  assets
approximate  fair value.  Accounts  receivable  are typically  unsecured and are
derived  from  revenues  earned from  customers  primarily  located in Asia.  We
perform  ongoing credit  evaluations of our customers and maintain  reserves for
potential credit losses; historically, such losses have been within management's
expectations.  At December 31, 1999 and 1998, no one customer  accounted for 10%
or more of the accounts  receivable  balance  except Cyber-Village Pte. Ltd. and
Hangzhou  Westlake  Electronics  Import and Export Co., Ltd. which accounted for
approximately 18% and 51% of total accounts receivable respectively.


         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.

         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
our stock and the amount an employee must pay to acquire the stock.


          FOREIGN CURRENCY TRANSLATION AND INTERNATIONAL  OPERATIONS.  The local
currency of each of our  subsidiaries  is its reporting  currency.  Accordingly,
assets and liabilities of our wholly-owned  foreign  subsidiaries are translated


                                       F-9
<PAGE>

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  stockholders'   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).  For 1999,  common stock equivalents
were excluded as their effects would be  anti-dilutive.  For 1998, 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 our 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 the 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.


         ACQUISITION.  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, we issued
an aggregate of 440,000  shares of its common stock to GEM Ltd. for its services
as financial advisor to us.

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 by
Philips  and  other  third  parties  and  include  software  developed  by  TSB.
Approximately  25,000 of the boxes are  installed in Malaysia and  Singapore and
50,000 are  installed in China.  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.


                                      F-10

<PAGE>


NOTE 2  BALANCE SHEET COMPONENTS (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
<S>                                                        <C>                    <C>                    <C>


Property and equipment:                                                               December 31,
                                                                    1999                   1998                   1997

                                                            -------------------    ------------------     -------------------

     Communication equipment                                          28                      4                      3
     Office equipment                                                137                     33                     32
     Furniture & fittings                                             58                     20                     20
     Motor vehicles                                                   40                     18
     Electrical fittings & equipment                                  93                      -
     Leasehold improvements                                           62                      -
                                                            -------------------     -----------------     -------------------
                                                                     418                     75                     55

Less: Accumulated depreciation                                       (66)                   (21)                    (9)
                                                            -------------------    ------------------     -------------------
                                                                     352                     54                     46
                                                            ===================    ==================     ===================

Accrued expenses and other current liabilities:

     Accrued compensation & related expenses                          18                     88                      4
     Accrued content, connect, other costs                           646                    162                     23
     Accrued sales & marketing related expenses                      584                     99                      -
     Accrued professional service expenses                           121                      6                      -
                                                            -------------------    ------------------     -------------------
                                                                   1,369                    355                     27
                                                            ===================    ==================     ===================

</TABLE>


NOTE 3  RELATED PARTY TRANSACTIONS

The Company  presently  operates from offices on a rent-free basis utilized by a
director. Actual space utilization is minimal in nature and is non-reimbursable.
There are no pending lease arrangements at the present time.


NOTE 4   DUE TO DIRECTORS

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


NOTE 5   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 our common stock for
$6.00 per share.  During May 1999, the Company  completed a private placement of
526,250 of shares of our common  stock.  We  received  $3,780,000  in  aggregate
proceeds  from the  private  placement.  We used the  proceeds  to  finance  our
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 our shares for our common stock for $12.00 per share.


STOCK INCENTIVE PLAN

Under our Stock Incentive plans, we 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  granted under our 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 and
certain options granted in 1999 became exercisable  immediately.  Option holders
are  required  to tender  cash or shares of our common  stock that they  already
owned  equal  to the  aggregate  exercise  price of the  options  at the time of
exercise.  Options  outstanding  under our plans may not exceed 15% of the total


                                       F-11
<PAGE>

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,  1999,  shares  available  for future  awards under our plans were
547,862.

We apply APB Opinion 25 in accounting for our stock-based compensation programs.
Stock-based compensation expense recognized in connection with the plan was $9.0
million for the year ended  December  31, 1999 and was related to certain of our
employees that we 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 which became exercisable  immediately.  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 we accounted for the options  underlying  our plans in accordance  with SFAS
123,  pro forma net loss and loss per share  would have been $23.8  million  and
$2.32  respectively,  for the year  ended  December  31,  1999.  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 our stock option plan activity is as follows:

<TABLE>

<CAPTION>

<S>                                                       <C>                         <C>

                                                             Number of Shares          Range of exercise prices
                                                             ----------------          ------------------------

Balance at January 1, 1999...........................                        -          $              -
Granted  ............................................                1,452,138          $6.00 to $12.00
Exercised............................................                (700,000)          $6.00 to $12.00
Forfeited............................................                        -          $              -
                                                           --------------------

Balance at December 31, 1999.........................                  752,138          $6.00 to $12.00
                                                           ====================
</TABLE>



NOTE 6  INCOME TAXES

The Company has total net operating  loss  carryforward  at December 31, 1999 of
approximately  $13.4  million  principally  in  international  jurisdictions.  A
deferred asset for these amounts has not been accrued since it is less likely to
be realized.

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 7     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  $80,000 for
2000. The lease arrangements  expires 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
$128,000, $18,000 and $11,000 during 1999, 1998 and 1997, 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


                                       F-12
<PAGE>

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.


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 was
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 8  SETTLEMENT CHARGES

In  September  1999,  we settled a dispute  with a firm that we had  retained to
perform public  relations work for us. The public relations firm claimed that we
had breached our contract  with it. The terms of the  settlement  required us to
pay the public relations firm $30,000 and to issue at a later date 30,000 shares
of our 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 9     SUBSEQUENT EVENTS

On January 6, 2000,  the  Company  announced  its  acquisition  of 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 will issue and
allot to  Easy2Bid  Pte.  Ltd.  6,200  ordinary  shares  at an  agreed  value of
Singapore $32.26 which is equivalent to  approximately  $120,000 as the purchase
consideration  for the acquisition.  The acquisition will be accounted for using
the purchase method of accounting.

The Company  completed a private placement of 250,000 shares of our common stock
on March 23, 2000 for aggregate  proceeds of $2.50  million.  Under the terms of
the agreement,  we have received $1.00 million on April 4, 2000 and will receive
a further  $1.50  million in  aggregate  proceeds  within the next 30 days.  The
Company has also secured  another  private  placement  of 100,000  shares of our
common stock where we will receive  $800,000 upon the signing of the  agreement.
We intend to use the proceeds to finance our operations.


NOTE 10  LOSS FOR THE YEAR 1999 AND PLAN OF OPERATION FOR YEAR 2000

During the 1999  Period,  the Company  recorded a net loss of $13.40  million as
compared to a net income of $376,000  for the 1998  Period.  The main reason for
the high net loss in 1999 was due to a  non-cash  expense  related  to  employee
stock compensation  expense of $9.0 million.  Other attributable factors was the
increase in sales and marketing expenses and general administrative  expenses in
1999 that was greater than the increase in revenue.

However, the Company does not expect to incur any significant stock compensation
expenses in 2000. Over the next 12 months, the Company plans to increase revenue
from  advertising  and  electronic  commerce by increasing  awareness of its web
sites.  The Company expects  substantial  cash outlay for sales and marketing as
well as  general  administration  expenses.  However,  the  Company  intends  to
maintain the operating  expenses at a range of $3 to $4 million  (unaudited)  in
2000.

The Company  completed a private placement of 250,000 shares of our common stock
on March 23, 2000 for aggregate  proceeds of $2,500,000.  Under the terms of the
agreement,  we have  received  $1.0  million on April 4, 2000 and will receive a
further $1.5 million in aggregate  proceeds within the next 30 days. The Company
has also secured another private placement of 100,000 shares of our common stock
where we will receive $800,000 upon the signing of the agreement.  However,  the
Company is continuing to pursue leads for  additional  possible  investors.  The
Company believes that with the additional funds of $3.3 million, it will be able


                                      F-13
<PAGE>

to meet its current expenditure  requirements and achieve its business goals for
the next 12 months.  Any  additional  funds raised will determine the speed with
which promotion and enhancements are pursued.


                                       F-14
<PAGE>

<TABLE>

<CAPTION>

                            QUARTERLY FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNT)


<S>                           <C>              <C>               <C>             <C>
                                                           Quarter Ended
                                  March 31          June 30        September 30     December 31
                               ---------------  ----------------  --------------- ----------------


Net Revenues                       $     444       $      482       $    1,543      $     1,043
                               ---------------  ----------------  --------------- ----------------


Gross profit (Loss)                $      49        $      (74)      $     (239)    $       246

Net Income (Loss)                  $    (256)       $     (911)      $   (2,022)    $   (10,206)
                               ---------------  ----------------  --------------- ----------------

Income (Loss) per share            $   (0.03)       $    (0.09)      $   ( 0.20)    $     (0.99)
                               ---------------  ----------------  --------------- ----------------

Average number of shares
outstanding                         9,375,743        10,126,576       10,178,243       10,241,352
                               ===============  ================  =============== ================

</TABLE>


                                       F-15