<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

                  For the quarterly period ended March 31, 2002
                                                 --------------

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

              For the transition period from         to
                                             -------    --------

                        Commission file number 000-26169
                                               ---------


                                Chinawe.com Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            California                                   95-462728
-------------------------------            ------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                                Chinawe.com Inc.
                            c/o Hartman & Craven LLP
                         Attn: Edward I. Tishelman, Esq.
                                 460 Park Avenue
                            New York, New York 10022
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                               c/o (212) 753-7500
--------------------------------------------------------------------------------
                           (Issuer's telephone number)



The number of shares outstanding of the issuer's common stock, par value $.001
per share, as of May 1, 2002 was 40,000,000.

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


<PAGE>


                                Chinawe.com Inc.

PART I - FINANCIAL INFORMATION                                         Page No.

Item 1.  Financial Statements.

         Consolidated Balance Sheet as of March 31, 2002 (Unaudited)       3

         Consolidated Statements of Operations for the Three Months Ended  4
         March 31, 2002 and March 31, 2001 (Unaudited)

         Consolidated Statements of Shareholders' Deficit and
         Comprehensive Income (Loss) (Unaudited) for the Three Months
         Ended March 31, 2002                                              5

         Consolidated Statements of Cash Flows for the Three Months Ended
         March 31, 2002 and March 31, 2001 (Unaudited)                     6

         Notes to Consolidated Financial Statements                        7

Item 2.  Management's Discussion and Analysis or Plan of Operation         13


PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                 15

SIGNATURES                                                                 16



                                       2
<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS.

                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    ------------------------------
                                                               NOTE                         RMB           US$
                                                                                    ---------------   ------------
<S>                                                                                       <C>           <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                                 22,169          2,648
   Accounts receivable                                                                       24,453          2,921
   Other current assets                                                                      58,282          6,962
                                                                                    ---------------   ------------

      Total current assets                                                                  104,904         12,531
                                                                                    ---------------   ------------

Property, plant and equipment, net                             4                            338,410         40,422
                                                                                    ---------------   ------------

TOTAL ASSETS                                                                                443,314         52,953
                                                                                    ===============   ============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                                          56,723          6,775
   Accrued expenses                                                                       1,356,991        162,087
   Customer deposits                                                                        247,114         29,517
   Current portion of long term debt                           5                             45,992          5,422
   Advances from related parties                               6                          5,323,394        635,857
                                                                                    ---------------   ------------

   Total current liabilities:                                                             7,030,214        839,658
                                                                                    ---------------   ------------
Non-current liabilities:
   Long term debt                                              5                            139,831         16,774
                                                                                    ---------------   ------------

   Total liabilities                                                                      7,170,045        856,432

Shareholders' deficit:
   Preferred stock, par value US$0.001 per share,
    authorized 20,000,000 shares, none issued
   Common stock, par value US$0.001 per share,
    authorized 100,000,000 shares; issued
    and outstanding 40,000,000 shares                                                       320,000         40,000
   Capital in excess of par                                                                (319,198)       (39,900)
   Accumulated deficit                                                                   (6,687,598)      (800,611)
   Accumulated other comprehensive loss                                                     (39,935)        (2,968)
                                                                                    ----------------  -------------
   Total shareholders' deficit                                                           (6,726,731)      (803,479)
                                                                                    ----------------  -------------

   TOTAL LIABILITIES AND
    SHAREHOLDERS' DEFICIT                                                                   443,314         52,953
                                                                                    ===============   ============
</TABLE>

See notes to the financial statements.



                                       3
<PAGE>



                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                          NOTE                  2002                                 2001
                                                   ---------------------------      -------------------------------
                                                        RMB               US$               RMB             US$
                                                   -------------  ------------      ---------------   -------------

<S>                                                   <C>            <C>                 <C>             <C>
         Membership fee income                           183,792        21,953              609,698         73,653

         Administrative and general
          expenses                                      (526,309)      (62,865)          (3,015,954)      (364,330)
                                                   --------------   -----------     ---------------       --------

         Loss from operations                           (342,517)      (40,912)          (2,406,256)      (290,677)

         Other income                                         14             2                1,552            187
                                                   -------------   -----------      ---------------   ------------

         Loss before income taxes                       (342,503)      (40,910)          (2,404,704)      (290,490)

         Income taxes                        7                 -             -                    -              -
                                                   -------------   -----------      ---------------   ------------

         Net loss                                       (342,503)      (40,910)          (2,404,704)      (290,490)
                                                   ==============  ============     ===============   ============

         Basic and diluted net
          loss per share                                  (0.008)       (0.001)               (0.08)         (0.01)
                                                   =============   ===========      ===============   ============

         Weighted average shares
          outstanding                                 40,000,000    40,000,000           30,761,976     30,761,976
                                                   =============   ===========      ================  ============
</TABLE>













See notes to the financial statements.



                                       4
<PAGE>



              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT AND
                           COMPREHENSIVE INCOME (LOSS)
                        THREE MONTHS ENDED MARCH 31, 2002
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                       Common stock                                               other             Total
                                       ------------           Capital in        Accumulated       comprehensive     Shareholders'
                                               Amount         excess of par     (deficit)         (loss)            (deficit)
                                Shares         RMB            RMB               RMB               RMB               RMB
                                ------------   ------------   ---------------   ---------------   ---------------   -----------
<S>                               <C>              <C>              <C>            <C>                   <C>         <C>
Balances, January 1, 2002        40,000,000        320,000          (319,198)      (6,345,095)           (39,935)    (6,384,228)

Comprehensive loss:
   Net loss for the three
   months ended March 31,
   2002                                   -              -                 -         (342,503)                 -      (342,503)
   Currency translation
   adjustments                            -              -                 -                 -                 -             -
                                ------------   ------------   ---------------   ---------------   ---------------   -----------

   Total comprehensive loss                                                                                           (342,503)
                                                                                                                    -----------

Balances, March 31, 2002          40,000,000       320,000          (319,198)      (6,687,598)           (39,935)   (6,726,731)
                                ============   ============   ===============   ===============   ===============   ===========

Balances, March 31,
2002                        US$                     40,000           (39,900)        (800,611)            (2,968)     (803,479)
                                               ============   ===============   ===============   ===============   ===========
</TABLE>





See notes to the financial statements.


                                       5
<PAGE>



                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                2002                         2001
                                                       ------------------------    ------------------------
                                                           RMB            US$          RMB           US$
                                                       ----------    ----------    ----------    ----------
<S>                                                      <C>            <C>        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                              (342,503)      (40,910)   (2,404,704)     (290,490)

   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation                                         10,331         1,234        44,554         5,382
      Changes in operating assets and liabilities,
       net of effects of acquisition:
         (Increase) decrease in accounts receivable        (1,975)         (236)        9,144         1,104
         Decrease in other current assets                  17,848         2,132     2,135,845       258,012
         Decrease in accounts payable                     (19,776)       (2,362)      (37,463)       (4,525)
         Increase in accrued expenses and others            2,679           320        30,448         3,678
         Decrease in customer deposits                   (120,548)      (14,399)     (279,743)      (33,793)
                                                       ----------    ----------    ----------    ----------
NET CASH USED IN OPERATING ACTIVITIES                    (453,944)      (54,221)     (501,919)      (60,632)
                                                       ----------    ----------    ----------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment                  (1,938)         (232)     (144,628)      (17,471)
                                                       ----------    ----------    ----------    ----------

 NET CASH USED IN INVESTING ACTIVITIES                     (1,938)         (232)     (144,628)      (17,471)
                                                       ----------    ----------    ----------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in advances from related parties              450,316        53,788       352,627        42,598
   Repayments to related parties                             --            --        (181,185)      (21,888)
   Repayment of long-term debt                            (11,124)       (1,329)      (10,550)       (1,275)
                                                       ----------    ----------    ----------    ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                 439,192        52,459       160,892        19,435
                                                       ----------    ----------    ----------    ----------
NET DECREASE IN
  CASH AND CASH EQUIVALENTS                               (16,690)       (1,994)     (485,655)      (58,668)

CASH AND CASH EQUIVALENTS, BEGINNING                       38,859         4,642       966,821       116,794

EFFECT OF EXCHANGE RATE ON CASH                              --            --            --            --
                                                       ----------    ----------    ----------    ----------

CASH AND CASH EQUIVALENTS, ENDING                          22,169         2,648       481,166        58,126
                                                       ==========    ==========    ==========    ----------
</TABLE>








See notes to the financial statements.


                                       6
<PAGE>



                        NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

1.   The interim financial statements

         The interim financial statements have been prepared by Chinawe.com Inc
         and in the opinion of management, reflect all material adjustments
         which are necessary to a fair statement of results for the interim
         periods presented, including normal recurring adjustments. Certain
         information and footnote disclosures normally included in the
         Company's annual financial statements prepared in accordance with
         accounting principles generally accepted in the United States of
         America have been condensed or omitted for the interim statements. It
         is the Company's opinion that, when the interim statements are read in
         conjunction with the Annual Report on Form 10-KSB for the year ended
         December 31, 2001, the disclosures are adequate to make the
         information presented not misleading. The results of operations for
         the three months ended March 31, 2002 and 2001 are not necessarily
         indicative of the operating results for the full year.

2.   Organization and merger

         On March 15, 2001, Neo Modern Entertainment Corporation ("Neo Modern")
         completed a merger with Chinawe.com Inc., a privately-held company
         incorporated in the State of Delaware, pursuant to an Agreement and
         Plan of Merger dated October 17, 2000 (the "Merger Agreement"). In
         conjunction with the terms of the Merger Agreement, Neo Modern changed
         its name to Chinawe.com Inc. ("Chinawe", or the "Company"), and each
         outstanding share of Chinawe common stock was converted into 2,876.4565
         shares of Neo Modern common stock.

         The purpose of the merger was to acquire a controlling interest in
         Chinawe and to terminate the prior business of Neo Modern in favor of
         the Chinawe business. Chinawe, through its subsidiaries based in Hong
         Kong and the People's Republic of China (the "PRC"), is in the business
         of enabling e-commerce transactions for small and medium-size producers
         of goods on Mainland China for sale to overseas wholesale customers,
         and managing assets located in the PRC by attempting to expedite
         transactions between Chinese operators of these assets and overseas
         purchasers and joint-ventures. This transaction has been recorded as an
         acquisition of Neo Modern by Chinawe and a recapitalization of Chinawe.

         The consolidated financial statements include the accounts of Chinawe
         and the following subsidiaries:

         Officeway Technology Limited ("Officeway"); incorporated in the British
         Virgin Islands in December 1999, formed for the purpose of acquiring
         (in March 2000) its wholly-owned subsidiary, Welcon Info-Tech Limited.

         Welcon Info-Tech Limited ("WIT(HK)"); incorporated in Hong Kong in June
         1997,


                                       7
<PAGE>

          WIT(HK) provides subscriber services for the production of website
          images and a business-to-business e-marketplace for small to medium
          size businesses.

          Welcon Info-Tech Limited ("WIT(GZ)"); a joint venture formed in March
          2000. WIT(HK) entered into a joint venture agreement with Guangzhou
          Welcon Info-Tech Limited (the "PRC Party") to establish a Sino-foreign
          co-operative joint venture in Guangzhou for a period of 10 years. The
          PRC Party was registered in Guangzhou in March 1998 and is principally
          engaged in providing subscriber services for the development of
          computer software and networking, website design, technical consulting
          and a business-to-business e-marketplace for small to medium size
          businesses. The joint venture agreement required WIT(HK) to invest
          RMB1,056,412 into the joint venture. The PRC Party is to provide
          premises, facilities and licensing agreements for an annual service
          fee of RMB100,000. All profits or losses, net of service fees from the
          joint venture, are to be allocated to WIT(HK).

3.   Summary of significant accounting policies

     (a)  Basis of presentation

          The accompanying financial statements present the financial position
          of the Company, Officeway, WIT(HK) and WIT(GZ) as of March 31, 2002,
          and the results of their operations and cash flows for the three
          months ended March 31, 2002 and 2001. All inter-company accounts and
          transactions have been eliminated in combination and consolidation.

     (b)  Translation of foreign currencies

          Monetary items denominated in foreign currencies are translated into
          Renminbi at the rate of exchange in effect at the balance sheet date.
          Non-monetary items denominated in foreign currencies are translated
          into Renminbi at the approximate rate of exchange in effect at the
          translation date. Any revenue or expense resulting from a transaction
          made in a foreign currency is translated into Renminbi at the
          approximate rate of exchange in effect on the date of the transaction.
          Foreign exchange gains or losses resulting from the translation or
          settlement of a monetary item in a foreign currency are included in
          the determination of net earnings.

          Translation of amounts from RMB into US$ for the convenience of the
          reader has been made at the Exchange Rate on March 31, 2002 of US$1.00
          = RMB8.372. No representation is made that the RMB amounts could have
          been, or could be, converted into United States dollars at that rate
          on March 31, 2002 or at any other date.



                                       8
<PAGE>


                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


3.   Summary of significant accounting policies (continued)

     (c)  Risk considerations

          (i)  As a majority of the Company's operations are conducted in the
               PRC, the Company is subject to special considerations and
               significant risks not typically associated with investments in
               equity securities of North American and Western European
               companies. The Company's operations may be adversely affected by
               significant political, economic and social uncertainties in the
               PRC. Although the PRC government has been pursuing economic
               reform policies for the past several years, no assurance can be
               given that the PRC government will continue to pursue such
               policies or that such policies may not be significantly altered,
               especially in the event of a change in leadership, social or
               political disruption or unforeseen circumstances affecting the
               PRC's political, economic and social life. There is also no
               guarantee that the PRC government's pursuit of economic reforms
               will be consistent or effective.

          (ii) The Company expects that substantially all of its revenues will
               be denominated in RMB. A portion of such revenues will need to be
               converted into other currencies to meet foreign currency
               obligations such as payment of any dividends declared. Both the
               conversion of RMB into foreign currencies and the remittance of
               foreign currencies abroad require PRC government approval. No
               assurance can be given that the operating subsidiaries within the
               Company will continue to be able to convert sufficient amounts of
               foreign currencies in the PRC's foreign exchange markets in the
               future for payment of dividends.

     (d)  Going concern, results of operations and management's plans

          The Company's financial statements for the three months ended March
          31, 2002 have been prepared on a going concern basis, which
          contemplates the realization of assets and the settlement of
          liabilities and commitments in the normal course of business. For the
          three months ended March 31, 2002, the Company reported a net loss of
          RMB 342,503 (US$40,910) and at March 31, 2002 has a stockholders'
          deficit and a working capital deficit of RMB 6,726,731 (US$803,479)
          and RMB 6,925,310 (US$827,127), respectively. The Company has also
          experienced difficulty and uncertainty in meeting its liquidity needs.
          These factors raise substantial doubt about the Company's ability to
          continue as a going concern. Management's plans to address these
          concerns include:

                                       9
<PAGE>

          (1)  In June 2001, the Company signed an agreement with China Great
               Wall Asset Management Corporation ("Great Wall"), a PRC
               government-controlled financial company. Under the agreement, the
               Company will take over, manage and dispose of non-performing
               assets (the "Assets") valued at approximately RMB400 billion. The
               agreement has a five-year term with options to renew, and results
               in the Company entering into the business of asset restructuring,
               asset transfer, asset leasing, asset auction or asset
               securization using both the Company's business and e-business
               networks. The Company, among other things, has the exclusive
               right to promote the Assets currently held by Great Wall through
               the Company's complete electronic business intelligence system.
               Under the agreement the Company is to receive approximately 1.2%
               to 2% of the gross sales price of the Assets.

          (2)  The Company is finalizing the negotiations for a financing
               agreement with a Hong Kong based financial institution (the
               "Institution"). Under the pending agreement the Institution is to
               assist and advise the Company in the purchase of certain selected
               Assets with a book value of approximately US$300,000,000 directly
               from Great Wall. The Company is seeking to receive an initial
               amount of US$1,000,000 to be used to perform due diligence on
               selected Assets as well as to provide approximately six months of
               the Company's operating costs. The financing agreement provides
               for additional funding of approximately US$15,000,000 which, if
               obtained, is expected to be used as an initial payment for the
               selected Assets as well as to provide for three years of the
               Company's operating costs. The pending agreement provides for
               payment to the Institution of a retainer fee payable in stock
               equal to 2% of the Company's current outstanding common stock, of
               which one half is to be paid upon signing the pending agreement
               and the balance three months thereafter. In addition, the pending
               agreement provides that the Institution will be paid 3% of the
               funds raised by the Institution as well as one third of the fees
               earned by the Company under the agreement with Great Wall.

4.   Property, plant and equipment

                                                  March 31, 2002
                                         -----------------------------------
                                               RMB                  US$
                                         ---------------    ----------------
     At cost:
     Computer equipment                          152,046              18,161
     Leasehold improvement                        40,905               4,886
     Motor vehicle                               346,158              41,347
                                         ---------------    ----------------
                                                 539,109              64,394

     Accumulated depreciation                    200,699              23,972
                                         ---------------    ----------------

                                                 338,410              40,422
                                         ===============    ================

                                       10
<PAGE>

                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

5.   Long term debt

     Long term debt consists of a bank loan with RMB 185,823 outstanding at
     March 31, 2002. The loan is unsecured, is due in December 2005, bears
     interest at 5.31% per annum and is repayable in monthly installments of RMB
     4,563. Maturities under the loan are as follows:

                    Year ending                   Amount
                    December 31                    RMB
                    ------------              ------------
                      2002 (9 months)               45,992
                      2003                          47,865
                      2004                          50,740
                      2005                          41,226
                                              ------------
                                                   185,823
                                              ============

6.   Related party transactions

     The balances with related parties are as follows:

                                                      March 31, 2002
                                           -----------------------------------
                                                 RMB                  US$
                                           ---------------    ----------------
     Advances from related parties:
        Shareholders                             5,294,709             632,431
        PRC party                                   28,685               3,426
                                           ---------------    ----------------

                                                 5,323,394             635,857
                                           ===============    ================

     All balances with related parties are unsecured, non-interest bearing and
     payable on demand. During the three months ended March 31, 2002 and 2001,
     the Company received advances from related parties of RMB 450,317 and RMB
     352,627, respectively. In addition, during the three months ended March 31,
     2002 and 2001, the Company repaid advances of RMB Nil and RMB 181,185,
     respectively.

     The Company occupies office space in a building leased by an affiliate of
     the Company. Rent expense for each of the quarters ended March 31, 2002 and
     2001 was approximately RMB 32,100.


                                       11
<PAGE>


                        NOTES TO THE FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                   (UNAUDITED)

7.   Income taxes

     It is management's intention to reinvest all the income attributable to the
     Company earned by its operations outside the United States. Accordingly, no
     U.S. corporate income taxes will be provided for in these financial
     statements.

     The Company is subject to income taxes on an entity basis on income arising
     in or derived from the tax jurisdiction in which each entity is domiciled.

     Under the current laws of the British Virgin Islands (the "BVI"), dividends
     and capital gains arising from the Company's investments in the BVI are not
     subject to income taxes and no withholding tax is imposed on payments of
     dividends to the Company.

     Companies that carry on business and derive income in Hong Kong are subject
     to Hong Kong profits tax at 16%. Companies that carry on business and
     derive income in the PRC are subject to national income tax at 30% and
     local income tax at 3%.

     No income taxes have been provided for WIT(HK) as it incurred tax losses
     during the three months ended March 31, 2002 and 2001. No income taxes have
     been provided for WIT(GZ) as it has incurred losses since it began
     operating in March 2000.

8.   Stock Plan

     On July 25, 2001 the Board of Directors approved the Chinawe.com Inc. 2001
     Restricted Stock Plan (the "Plan"), under which 5,000,000 shares of the
     Company's common stock have been reserved for award under the Plan.
     Pursuant to the Plan, stock awards may be granted to eligible officers,
     directors, employees and consultants of the Company. Through March 31,
     2002, no awards have been made under the Plan.



                                       12
<PAGE>


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

The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Form 10-QSB.
The following discussion contains forward-looking statements. Our actual results
may differ significantly from those projected in the forward-looking statements.
Factors that might cause future results to differ materially from those
projected in the forward-looking statements include, but are not limited to,
those discussed in "Risk Factors" and elsewhere in this document.

Overview - Results of Operations

Our financial statements have been prepared assuming that we will continue in
business as a going-concern. Presently, we generate no significant income and
have incurred net losses since inception. Our prospects must be considered in
light of the significant risks, costs and difficulties often encountered by
enterprises in their early stages of development, in particular companies in the
Internet sector and, more specifically, targeting and operating in the Greater
China and Asian markets. As discussed in our financial statements, we have
suffered a net loss of RMB 5,017,805 (US$599,357) during the year ended December
31, 2001. At the end of this period we had a stockholders' deficit of RMB
6,384,228 (US$762,568) and a working capital deficit of RMB 6,579,479
(US$785,442). The Independent's Auditors Report on the Company's financial
statements as of and for the years ended December 31, 2001 and 2000 included a
"going concern" explanatory paragraph which means that the Auditors expressed
substantial doubt about the Company's ability to continue as a going concern.
Management's plans with respect to these matters are described in this section
and in our financial statements, and this material does not include any
adjustments that might result from the outcome of this uncertainty. There is no
guarantee that we will be able to raise the funds and there are no guarantees
that we will not require to raise further capital for operations and expansion
in the near future.

Our operations have not been, and in the near term are not expected to be,
materially affected by inflation or changing prices. We will encounter
competition from a variety of firms selling Internet services in its market
area. Many of these firms have long-standing customer relationships and are
well-staffed and well financed. The Company believes that competition in the
Internet industry is based on competitive pricing, although the ability,
reputation and support of a marketing network is also significant. The Company
does not believe that any recently enacted or presently pending proposed
legislation will have a material adverse effect on its results of operations.

Three Months Ending March 31, 2002 compared to the Three Months Ending March 31,
2001

Revenues. Membership fee income for the three months ending March 31, 2002 was
RMB 183,792 as compared to membership fee income of RMB 609,698 for the three


                                       13
<PAGE>

months ending March 31, 2001, a decrease of 70%. Other income for the three
months ending March 31, 2002 was RMB 14 as compared to other income of RMB
1,552 for the three months ending March 31, 2001, a decrease of 99%.

Expenses. Administrative and general expenses for the three months ending March
31, 2002 were RMB 526,309 as compared to administrative and general expenses of
RMB 3,015,954 for the three months ending March 31, 2001, a decrease of 82%.

As a consequence of the foregoing, our loss from operations decreased from RMB
2,406,256 for the three months ending March 31, 2001 to RMB 342,517 for the
three months ending March 31, 2002. Our net loss decreased from RMB 2,404,704
for the three months ending March 31, 2001 to RMB 342,503 for the three months
ending March 31, 2002.

Factors That May Affect Future Results

Management's Discussion and Analysis and other parts of this Report contain
information based on management's beliefs and forward-looking statements that
involve a number of risks, uncertainties, and assumptions. There can be no
assurance that actual results will not differ materially from the
forward-looking statements as a result of various factors, including but not
limited to the following:

The markets for many of our product offerings are characterized by rapidly
changing technology, evolving industry standards, and frequent new product
introductions. Our operating results will depend to a significant extent on our
ability to design, develop, or otherwise obtain and introduce new products,
services, systems, and solutions and to reduce the costs of these offerings. The
success of these and other new offerings is dependent on many factors, including
proper identification of customer needs, cost, timely completion and
introduction, differentiation from offerings of our competitors, and market
acceptance. The ability to successfully introduce new products and services
could have an impact on future results of operations.

Fluctuations in Quarterly Results

We have incurred operating losses since inception, and cannot be certain that we
will achieve profitability on a quarterly or annual basis in the future. We
believe that future operating results will be subject to quarterly fluctuations
due to a variety of factors, including, but not limited to:

o    Continued growth of business and of the Internet in China;

o    Our ability to attract and retain customers and maintain customer
     satisfaction;

o    Technical difficulties or system outages;

o    Government regulation;

o    Fulfilling contractual obligations under the agreements with China Great
     Wall Asset Management Corporation and others

                                       14
<PAGE>

o    Pricing policies of competitors;

o    Ability to attract and retain qualified personnel with Chinese language and
     Internet industry expertise, in particular technical, sales and marketing
     personnel;

o    The amount and timing of operating costs and capital expenditures relating
     to expansion of our business and infrastructure;

o    The ability to upgrade, develop and maintain our systems and
     infrastructure; and

o    Failure to increase sales.

In addition to the factors set forth above, the Company's operating results will
be impacted by the extent to which the Company incurs non-cash charges
associated with stock-based arrangements with employees and non-employees.

Liquidity and Capital Resources

On March 15, 2001, Neo Modern completed a merger with Chinawe, a privately-held
company incorporated in the State of Delaware, pursuant to an Agreement and Plan
of Merger dated October 17, 2000 (the "Merger Agreement"). In conjunction with
the terms of the Merger Agreement, Neo Modern changed its name to Chinawe.com
Inc. and each outstanding share of Chinawe common stock was converted into
2,876.4565 shares of Neo Modern common stock. All share and per share amounts
reflect the conversion.

The Company's financial statements for the three months ended March 31, 2002
have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business. For the three months ended March 31, 2002, the Company reported a
net loss of RMB 342,503 (US $40,910) and at March 31, 2002 has a stockholders'
deficit and a working capital deficit of RMB 6,726,731 (US $803,479) and RMB
6,925,310 (US $827,127), respectively. The Company has also experienced
difficulty and uncertainty in meeting its liquidity needs. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans to address these concerns include:

(1) In June 2001, the Company signed an agreement with China Great Wall Asset
Management Corporation ("Great Wall"), a PRC government-controlled financial
company and the exclusive agent for the Agriculture Bank of China. Under the
agreement, the Company will take over, manage and dispose of non-performing
assets (the "Assets") valued at approximately RMB400 billion. The agreement has
a five-year term with options to renew, and results in the Company entering into
the business of asset restructuring, asset transfer, asset leasing, asset
auction or asset securization using both the Company's business and e-business
networks. The Company, among other things, has the exclusive right to promote
the Assets currently held by Great Wall through the Company's complete
electronic business intelligence system. Under the agreement the Company is to
receive approximately 1.2% to 2% of the gross sales price of the Assets.

(2) The Company is finalizing the negotiations for a financing agreement with a



                                       15
<PAGE>

Hong Kong based financial institution (the "Institution"). Under the pending
agreement the Institution is to assist and advise the Company in the purchase of
certain selected Assets with a book value of approximately US$300,000,000
directly from Great Wall. The Company is seeking to receive an initial amount of
US$1,000,000 to be used to perform due diligence on selected Assets as well as
to provide for approximately six months of the Company's operating costs. The
financing agreement provides for additional funding of approximately
US$15,000,000 which, if obtained, is expected to be used as an initial payment
for the selected Assets as well as to provide for three years of the Company's
operating costs. The pending agreement provides for payment to the Institution
of a retainer fee payable in stock equal to 2% of the Company's current
outstanding common stock, of which one half is to be paid upon signing the
pending agreement and the balance three months thereafter. In addition, the
pending agreement provides that the Institution will be paid 3% of the funds
raised by the Institution as well as one third of the fees earned by the Company
under the agreement with Great Wall.

Our current cash balances will not be sufficient to meet our working capital and
capital expenditure requirements for the next six months. It is anticipated that
with the further expansion of operations we will incur negative cash flows,
therefore requiring us to seek additional financings to support the growth in
operations, both on a short term and long term basis. In addition to the Great
Wall agreement, we expect to acquire or invest in other businesses, products,
services and technologies that complement or augment the Company's service
offerings and customer base. We currently are engaged in discussions with a
number of companies regarding strategic acquisitions or investments. Although
these discussions are ongoing, no definitive agreements have been signed and
there can be no assurance that any of these discussions will result in actual
acquisitions. In addition, we may seek to raise funds by offering debt or equity
to the public. There is no guarantee that we will be able to raise the funds.
Thereafter, we may need to raise additional funds in order to meet funding
requirements of a more rapid expansion plan, potential acquisitions, development
of new or enhanced products or services, in response to competitive pressures or
to acquire technologies or complimentary products or businesses.

Quantitative And Qualitative Disclosures About Market Risk

We are not exposed to a material level of market risks due to changes in
interest rates. We do not have outstanding debt instruments and we do not
maintain a portfolio of interest-sensitive debt instruments.

We expect to derive a significant portion of revenues in the form of Renminbi
and, therefore, may be exposed to significant foreign currency risks in the
future. During the three months March 31, 2002, we did not engage in hedging
activities to mitigate the impact of changes in foreign exchange rates. We may
in the future use foreign currency


                                       16
<PAGE>

forward exchange contracts as a vehicle for hedging purposes.

Critical Accounting Policies And Estimates

     Our financial statements reflect the selection and application of
accounting policies which require management to make significant estimates and
assumptions. We believe that the following are some of the more critical
judgment areas in the application of our accounting policies that currently
affect our financial condition and results of operations.

     We recognize subscription and service income from members over the period
of subscription and to the extent of services rendered in accordance with the
terms of subscription and service agreements.

     We maintain allowances for doubtful accounts for estimated losses resulting
from the inability of our customers to make required payments. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required which
would results in an additional general and administrative expense in the period
such determination was made.

     We do not have any of the following:

     o    Off-balance sheet arrangements.

     o    Certain trading activities that include non-exchange traded contracts
          accounted for at fair value.

     o    Relationships and transactions with persons or entities that derive
          benefits from any non-independent relationships other than related
          party transactions discussed herein.


                                       17
<PAGE>


                                  RISK FACTORS

Set forth below are certain risks and uncertainties relating to our business.
These are not the only risks and uncertainties we face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also impair our business. If any of the following risks actually occur, our
business, operating results or financial condition could be materially adversely
affected.

Risks Relating To Our Business

IT IS DIFFICULT TO EVALUATE OUR BUSINESS AND PROSPECTS BECAUSE WE HAVE A LIMITED
OPERATING HISTORY

If we do not successfully address these risks and uncertainties, our business,
operating results and financial condition will be materially adversely affected.

WE HAVE A HISTORY OF LOSSES, WE EXPECT TO LOSE MONEY IN THE FUTURE AND WE MAY
NOT ACHIEVE OR SUSTAIN PROFITABILITY

WE REQUIRE ADDITIONAL FUNDS TO IMPLEMENT OUR CURRENT PLANS AND FINANCE FUTURE
GROWTH

Our business model assumes that we will have substantial additional funds to
implement the full range of products and services we plan to offer.

We will seek to obtain additional funds through sales of equity and/or debt, or
other external financing in order to fund our current operations and to achieve
our business plan. We cannot assure that any additional capital resources will
be available to us, or, if available, will be on terms that will be acceptable
to us. Any additional equity financing will dilute the equity interests of
existing security holders. If adequate funds are not available or are not
available on acceptable terms, our ability to execute our business plan and our
business could be materially and adversely affected.

OUR MANAGEMENT HAS LIMITED EXPERIENCE OPERATING A PUBLIC COMPANY

WE MAY FACE RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS, INVESTMENTS, STRATEGIC
PARTNERSHIPS OR OTHER VENTURES, INCLUDING WHETHER SUCH TRANSACTIONS CAN BE
LOCATED, COMPLETED AND THE OTHER PARTY INTEGRATED WITH OUR BUSINESS ON FAVORABLE
TERMS

As part of our long-term growth strategy, we may seek to acquire or make
investments in complementary businesses, technologies, services or products or
enter into strategic


                                       18
<PAGE>

relationships with parties who can provide access to those assets, if
appropriate opportunities arise. From time to time, we may enter into
discussions and negotiations with companies regarding our acquiring, investing
in, or partnering with their businesses, products, services or technologies. We
may not identify suitable acquisition, investment or strategic partnership
candidates, or if we do identify suitable candidates, we may not complete those
transactions on commercially acceptable terms or at all. Acquisitions often
involve a number of special risks, including the following:

o    we may experience difficulty integrating acquired operations, products,
     services and personnel;

o    we may be unable to retain acquired subscribers;

o    the acquisition may disrupt our ongoing business;

o    we may not be able to successfully incorporate acquired technology and
     rights into our service offerings and maintain uniform standards, controls,
     procedures, and policies;

o    we may not be able to retain the key personnel of the acquired company;

o    the businesses we acquire may fail to achieve the revenues and earnings we
     anticipated; and

o    we may ultimately be liable for contingent and other liabilities, not
     previously disclosed to us, of the companies that we acquire.

We may not successfully overcome problems encountered in connection with
potential future acquisitions. In addition, an acquisition could materially
adversely affect our operating results by:

o    diluting security holders' ownership interest;

o    causing us to incur additional debt; and

o    forcing us to amortize expenses related to goodwill and other intangible
     assets.

Any of these factors could have a material adverse effect on our business. These
difficulties could disrupt our ongoing business, distract our management and
employees and increase our expenses. Furthermore, we may incur indebtedness or
issue equity securities to pay for any future acquisitions.

                                       19
<PAGE>

IF WE FAIL TO EFFECTIVELY MANAGE OUR GROWTH, OUR BUSINESS WILL SUFFER

If the Internet and the business-to-business e-marketplace becomes as widely
used in China as we expect and as estimates suggest and our business grows
correspondingly, this rapid growth will place a significant strain on our
managerial, operational, financial and information systems resources. To
accommodate any significant increase in our size and manage our growth, we must
implement and improve these systems and attract, train, manage and retain
qualified employees. These demands will require us to add new management
personnel and develop new expertise. If we fail to successfully manage our
growth, our ability to maintain and increase our subscriber base will be
impaired and our business will suffer.

It is impossible to predict how entry into the World Trade Organization will
affect China's economy or the manner in which it conducts business domestically
and internationally.

NETWORKS ARE SUBJECT TO SECURITY RISKS AND INAPPROPRIATE USE BY INTERNET USERS
THAT COULD INTERRUPT OUR SERVICES

The future success of our business will depend on the security of the networks
of third parties over which we have no control. Despite implementation of
security measures, we remain vulnerable to computer viruses, sabotage, break-ins
and similar disruptive problems caused by subscribers or other Internet users.

OUR SERVICES AND REPUTATION MAY BE ADVERSELY AFFECTED BY SOFTWARE DEFECTS

Our services depend on complex software developed by third parties. Software
often contains defects, particularly when first introduced or when new versions
are released. These defects could cause service interruptions that damage our
reputation, increase our service costs, cause us to lose revenue, delay market
acceptance or divert our development resources, any of which could materially
adversely affect our business, operating results and financial condition. We may
not discover software defects that affect our services or enhancements until we
deploy the software.



                                       20
<PAGE>

                    RISKS RELATING TO DOING BUSINESS IN CHINA

OUR BUSINESS DEPENDS ON CONTINUED GROWTH OF THE INTERNET IN CHINA

Our future success substantially depends on continued growth in the use of
computer and the Internet in China. Although we believe that computer and
Internet usage in China will continue to grow as it has in the past, we cannot
be certain that this growth will continue or that it will continue in its
present form. The growth of computer usage and the Internet in China is
constrained by the cost of computers and other Internet access devices to
Chinese people relative to their annual income and current technology
infrastructure and no assurance can be given that computers or other Internet
access devices will be offered at prices within the budget of the average
Chinese consumer or that the technological infrastructure will be enhanced. If
Internet usage declines in China or evolves away from our business, our growth
will slow or stop and our financial results will suffer.

INCREASED GOVERNMENT REGULATION MAY INCREASE OUR COST OF DOING BUSINESS OR CAUSE
US TO CHANGE THE WAY WE CONDUCT OUR BUSINESS

Any new legislation or regulation adopted by the PRC regarding the Internet, or
the application or uncertainty relating to the application of existing laws and
regulations to the Internet, could materially adversely affect our business,
operating results and financial condition. Legislation could impair the growth
of the Internet and decrease the acceptance of the Internet as a communications
and commercial medium. This could decrease the demand for our services, increase
our cost of doing business or otherwise have a material adverse affect on our
business, financial condition and operating results. Further, the growth and
development of the Internet messaging market may prompt calls for more stringent
consumer protection laws that may impose additional burdens on companies
conducting business online. These laws may impose additional burdens on our
business. For example, because we rely on the collection and use of personal
data from our users for targeting advertisements, any laws or regulations that
restrict our ability to collect or use such information may harm us. Hong Kong
has enacted laws or adopted regulations that prevent Internet companies or Web
portals from selling any information collected from users.

REGULATION OF THE INTERNET AND INFORMATION INDUSTRY IN THE PRC MAY ADVERSELY
AFFECT OUR BUSINESS

The PRC has enacted regulations governing the provision of ISP services,
Internet access and the distribution of news and other information. The Chinese
government regulates access to the Internet by imposing strict licensing
requirements and requiring ISPs in China to use the international inbound and
outbound Internet backbones. Our vendors of these services have obtained all
licenses required to offer Internet access services in the parts of the PRC
where we conduct business, but there can be no assurance that such licenses will
be retained.

                                       21
<PAGE>

We also note that the Chinese legal system is a civil law system in which
decided legal cases have little precedential value. As a result, in many cases
it is difficult to determine the type of content that may result in liability.
We cannot predict the effect of further developments in the Chinese legal
system, particularly with regard to the Internet, including the promulgation of
new laws, changes to existing laws or the interpretation or enforcement thereof,
or the preemption of local regulations by national laws. Periodically, the
Ministry of Public Security has stopped the distribution of information over the
Internet which it believes to be socially destabilizing. The Ministry of Public
Security has the authority to cause any local ISP to block any Web site
maintained outside of China at its sole discretion. Web sites that are blocked
in China include many major news-related Web sites such as www.cnn.com,
www.latimes.com, www.nytimes.com and www.appledaily.com.hk. These laws will
affect the Chinese language Web portal which we propose to develop in the
future.

The Chinese government has also expressed its intention to closely control
possible new areas of business presented by the Internet, such as Internet
telephony. We cannot provide assurance that we will be able to obtain any
necessary license required in the future or that future changes in Chinese
government policies affecting the provision of ISP services, information
services, including the provision of online services, will not impose additional
regulatory requirements on us or our strategic partners, intensify competition
in the Chinese information industry or otherwise have a material adverse effect
on our business, financial condition and results of operations.

THERE ARE ECONOMIC RISKS ASSOCIATED WITH DOING BUSINESS IN CHINA

The PRC economy has experienced significant growth in the past decade, but such
growth has been uneven across geographic and economic sectors and has recently
been slowing. There can be no assurance that such growth will not continue to
decrease or that any slow down will not have a negative effect on our business.
The PRC economy is also experiencing deflation which may continue in the future.
The current economic situation may adversely affect our profitability over time
as expenditures for advertisements may decrease due to the results of slowing
domestic demand and deflation. In October, 1998, the Guangdong International
Trust and Investment Corporation, an investment holding company of Guangzhou
Province, was declared insolvent and shut down by the PRC government.
Subsequently many other similarly situated PRC provincial investment holding
companies have defaulted on their loans and experienced financial difficulties.
As a result, our clients and suppliers may have limited access to credit that
may adversely affect our business. In addition, the international financial
markets in which the securities of the PRC government, agencies and private
entities are traded also have experienced significant price fluctuations upon
speculation that the PRC government may devalue the Renminbi which could
increase our costs relative to our PRC revenues.



                                       22
<PAGE>

RESTRICTIONS ON CURRENCY EXCHANGE MAY LIMIT OUR ABILITY TO UTILIZE OUR REVENUES
EFFECTIVELY

We expect to derive a significant portion of revenues in the form of Renminbi.
Although Chinese governmental policies were introduced in 1996 to allow greater
convertibility of the Renminbi, significant restrictions still remain. We can
provide no assurance that the Chinese regulatory authorities will not impose
greater restrictions on the convertibility of the Renminbi. Any future
restrictions on currency exchanges may limit our ability to utilize revenue
generated in Renminbi to fund our business activities outside the PRC.

A CHANGE IN CURRENCY EXCHANGE RATES COULD INCREASE OUR COSTS RELATIVE TO OUR
REVENUES

We expect to generate a portion of our revenues and to incur expenses and
liabilities in Chinese Renminbi and U.S. dollars. As a result, we are subject to
the effects of exchange rate fluctuations with respect to any of these
currencies. We have not entered into agreements or purchase instruments to hedge
our exchange rate risks although we may do so in the future.

                           RISKS RELATING TO OUR STOCK

POSSIBLE DELISTING OF OUR STOCK FROM TRADING ON THE ELECTRONIC BULLETIN BOARD

Our common stock is listed on the electronic bulletin board of the
over-the-counter market. Once delisted, we cannot predict when, if ever, our
class of common stock would be re-listed for trading on the electronic bulletin
board or any other market or exchange as the approval to re-list the common
stock is subject to review by the NASD.

BECAUSE OUR COMMON STOCK PRICE IS BELOW $5.00, WE ARE SUBJECT TO ADDITIONAL
RULES AND REGULATIONS.

The SEC has adopted regulations which generally define a "penny stock" to be any
equity security that has a market price (as defined) of less than $5.00 per
share, subject to certain exceptions. Our common stock presently is a "penny
stock". Because our stock is a "penny stock", it is subject to rules that impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors. There can
be no assurance that the common stock will trade for $5.00 or more per share, or
if so, when.

Although we desire to list the common stock on the Nasdaq SmallCap Market and
intend to apply for a listing on the SmallCap market at such time as we meet the
listing criteria, there can be no assurance that we will ever qualify.

                                       23
<PAGE>

Absent Nasdaq SmallCap Market or other Nasdaq or stock exchange listing,
trading, if any, in common stock will, as it presently is, continue in the
"Electronic Bulletin Board" administered by the National Association of
Securities Dealers, Inc. As a result, you may find it difficult to dispose of or
to obtain accurate quotations as to the market value of the common stock.

WE HAVE NO INTENTION TO PAY DIVIDENDS

We have never paid any cash dividends on our common stock. We currently intend
to retain all future earnings, if any, for use in our business and do not expect
to pay any dividends in the foreseeable future.



                                       24
<PAGE>


                           PART II - OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits.

                  None.

         (b)      Reports on Form 8-K.

                  No reports on Form 8-K were filed during the quarter ended
                  March 30, 2002.




                                       25
<PAGE>




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Date: May 20, 2002                           Chinawe.com Inc.
                                             ----------------
                                               (Registrant)


                                        By: /s/ Man Ying Ken Wai
                                            --------------------
                                            Man Ying Ken Wai
                                            Vice President (Principal Financial
                                            Officer)


                                       26