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 September 30, 2001
                                               ------------------

|_|   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                (IRS 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)

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

The number of shares outstanding of the issuer's common stock, par value $.001
per share, as of November 13, 2001 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:

        Balance Sheet as of September 30, 2001 (Unaudited)              F-3

        Statements of Operations for the Three Months and
        Nine Months Ended September 30, 2001 and
        September 30, 2000 (Unaudited)                                  F-4

        Statements of Shareholders' Deficit and Comprehensive
        Income (Loss) for the Nine Months Ended
        September 30, 2001 (Unaudited)                                  F-5

        Statements of Cash Flows for the Nine Months Ended
        September 30, 2001 and September 30, 2000 (Unaudited)           F-6

        Notes to Financial Statements (Unaudited)                       F-7

Item 2. Management's Discussion and Analysis or Plan                    14
        of Operation

PART II. OTHER INFORMATION

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

SIGNATURES                                                              17

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

                                CHINAWE.COM INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2001
                                   (UNAUDITED)
                                    (NOTE 2)

<TABLE>
<CAPTION>
                                                                -------------------------
                                                        Note       RMB             US$
                                                        ----    ----------       --------
<S>                                                      <C>    <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                                       166,509         20,426
   Accounts receivable                                              24,927          3,058
   Deposits                                                        461,973         56,670
   Other current assets                                             79,755          9,784
                                                                ----------       --------

Total current assets                                               733,164         89,938
                                                                ----------       --------

Property, plant and equipment, net                       (5)       388,458         47,652
                                                                ----------       --------

TOTAL ASSETS                                                     1,121,622        137,590
                                                                ==========       ========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                 71,021          8,712
   Capital lease obligation - current                               44,798          5,495
   Accrued expenses and other                                      333,909         40,960
   Customer deposits                                               541,310         66,402
   Convertible loan                                      (6)     1,577,806        193,548
   Advances from related parties                         (7)     2,764,950        339,175
                                                                ----------       --------
   Total current liabilities                                     5,333,794        654,292
                                                                ----------       --------
Non-current liabilities:
   Capital lease obligation                                        163,127         20,011
                                                                ----------       --------
   Total liabilities                                             5,496,921        674,303
                                                                ----------       --------
Shareholders' deficit:
   Common stock, US$0.001 par value,
    authorized 100,000,000 shares; 40,000,000 shares
    issued and outstanding                                         320,000         40,000
   Capital in excess of par                                       (319,198)       (39,900)
   Accumulated deficit                                          (4,388,145)      (538,291)
   Accumulated other comprehensive loss                             12,044          1,478
                                                                ----------       --------
   Total shareholders' deficit                                  (4,375,299)      (536,713)
                                                                ----------       --------

   TOTAL LIABILITIES AND
    SHAREHOLDERS' DEFICIT                                        1,121,622        137,590
                                                                ==========       ========
</TABLE>

See notes to the financial statements.


                                      F-3
<PAGE>

                                CHINAWE.COM INC.
                            STATEMENTS OF OPERATIONS
         THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)
                                    (NOTE 2)

<TABLE>
<CAPTION>
                                     Three months ended September 30,              Nine months ended September 30,
                                 -----------------------------------------    -----------------------------------------
                                     2001           2000          2001           2001           2000           2001
                            Note      RMB            RMB           US$            RMB            RMB            US$
                            ---- -----------    -----------    -----------    -----------    -----------    -----------
<S>                          <C> <C>            <C>            <C>            <C>            <C>            <C>
Membership fee income                612,868        284,584         75,180      1,873,214      1,058,236        229,786

                                 -----------    -----------    -----------    -----------    -----------    -----------
Administrative and
general expenses                    (793,431)    (1,299,751)       (97,329)    (4,947,366)    (2,512,608)      (606,890)
                                 -----------    -----------    -----------    -----------    -----------    -----------

Loss from operations                (180,563)    (1,015,167)       (22,149)    (3,074,152)    (1,454,372)      (377,104)

Other income                           2,040         30,138            251         13,297         74,592          1,631
                                 -----------    -----------    -----------    -----------    -----------    -----------

Loss before income taxes            (178,523)      (985,029)       (21,898)    (3,060,855)    (1,379,780)      (375,473)

Income taxes                 (8)          --             --             --             --             --             --
                                 -----------    -----------    -----------    -----------    -----------    -----------

Net loss                            (178,523)      (985,029)       (21,898)    (3,060,855)    (1,379,780)      (375,473)

Comprehensive income
(loss) - currency
translation adjustments               51,978             --          6,376         26,588        (14,544)         3,261
                                 -----------    -----------    -----------    -----------    -----------    -----------

Comprehensive loss                  (126,545)      (985,029)       (15,522)    (3,034,267)    (1,394,324)      (372,212)
                                 ===========    ===========    ===========    ===========    ===========    ===========

Basic and diluted net
 loss per share                        *              (0.03)         *              (0.08)         (0.05)         (0.01)
                                 ===========    ===========    ===========    ===========    ===========    ===========

Weighted average shares
 outstanding                      40,000,000     28,764,565     40,000,000     36,954,497     28,764,565     36,954,497
                                 ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

* Less than RMB(0.01) / US$(0.01) per share

See notes to the financial statements.


                                      F-4
<PAGE>

                                CHINAWE.COM INC.
                     STATEMENTS OF SHAREHOLDERS' DEFICIT AND
                           COMPREHENSIVE INCOME (LOSS)
                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)
                                    (NOTE 2)

<TABLE>
<CAPTION>
                                                                                       Accumulated
                                                                                       other
                                   Common Stock                                        comprehensive      Total
                              ----------------------   Capital in      Accumulated     income             Shareholders'
                                             Amount    excess of par   deficit         (loss)             deficit
                              Shares         RMB       RMB             RMB             RMB                RMB
                              ----------     -------   -------------   ------------    -------------      ----------

<S>                           <C>            <C>         <C>           <C>               <C>            <C>
Balances, January 1, 2001     28,764,565     230,120     (229,318)     (1,327,290)       (14,544)       (1,341,032)

Acquisition of Neo
Modern Entertainment
Corp. by Chinawe.com Inc.     11,235,435      89,880      (89,880)             --             --                --
Comprehensive loss:
   Net loss for the
    nine months ended
    September 30, 2001                --          --           --      (3,060,855)            --        (3,060,855)
   Currency translation
   adjustments                        --          --           --              --         26,588            26,588
                              ----------     -------     --------      ----------        -------        ----------

   Total comprehensive
   loss                                                                                                 (3,034,267)
                                                                                                        ----------

Balances, September 30,
2001                          40,000,000     320,000     (319,198)     (4,388,145)        12,044        (4,375,299)
                              ==========     =======     ========      ==========        =======        ==========

Balances, September
30, 2001  US$                                 40,000      (39,900)       (538,291)         1,478          (536,713)
                                             =======     ========      ==========        =======        ==========
</TABLE>

See notes to the financial statements.


                                      F-5
<PAGE>

                                CHINAWE.COM INC.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)
                                    (NOTE 2)

<TABLE>
<CAPTION>
                                                                2001          2000         2001
                                                                 RMB           RMB          US$
                                                             ----------    ----------    --------
<S>                                                          <C>           <C>           <C>
Cash flows from operating activities:
   Net loss                                                  (3,060,855)   (1,379,780)   (375,473)
   Adjustments to reconcile net loss to net cash used in
   operating activities:
      Depreciation                                              129,301         9,168      15,861
      Non-current asset adjustment on consolidation                  --        14,984          --
      Changes in operating assets and liabilities, net of
      effects of acquisition:
            Decrease (increase) in accounts receivable           11,715       (18,569)      1,437
            Decrease (increase) in other accounts
             receivable, deposits and prepayments             2,150,231      (138,493)    263,767
            (Decrease) increase in accounts payable             (22,042)       69,072      (2,704)
            Decrease in other accounts payable and accrued
              expenses                                         (167,919)     (135,634)    (20,599)
            (Decrease) in customer deposits                  (1,037,993)      (72,330)   (127,330)
                                                             ----------    ----------    --------

Net cash used in operating activities                        (1,997,562)   (1,651,582)   (245,041)
                                                             ----------    ----------    --------

Cash flows from investing activities:
   Purchase of plant and equipment                             (155,194)      (61,110)    (19,038)
                                                             ----------    ----------    --------

Cash flows from financing activities:
   Increase in advances from related parties                  1,641,029     5,981,154     201,304
   Repayments to related parties                               (247,262)   (3,816,682)    (30,331)
   Repayment of finance lease obligation                        (32,075)           --      (3,935)
   Issuance of common stock by subsidiary                            --     2,220,998          --
   Cash paid to acquire subsidiaries                                 --      (561,853)         --
                                                             ----------    ----------    --------

Net cash provided by financing activities                     1,361,692     3,823,617     167,038
                                                             ----------    ----------    --------

Net (decrease) increase in cash and cash equivalents           (791,064)    2,110,925     (97,041)

Cash and cash equivalents, beginning                            966,821     1,054,236     118,599

Effect of exchange rate on cash                                  (9,248)       (8,739)     (1,132)
                                                             ----------    ----------    --------

Cash and cash equivalents, ending                               166,509     3,156,422      20,426
                                                             ==========    ==========    ========
</TABLE>

Supplemental Schedule of Non-cash Investing and Financing Activities

During the nine months ended September 30, 2001, the Company acquired a motor
vehicle under a capital lease obligation for RMB240,000.

See notes to the financial statements.


                                      F-6
<PAGE>

                                CHINAWE.COM INC.
                        NOTES TO THE FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

1.    The interim financial statements

      The interim financial statements have been prepared by Chinawe.com Inc.
      (formerly known as NEO MODERN ENTERTAINMENT CORP.) 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 made
      in the last annual report on Form 10-KSB have been condensed or omitted
      for the interim statements. The financial statements presented are those
      of the surviving entity from a merger which occurred on March 15, 2001
      (Note 2). It is the Company's opinion that, when the interim statements
      are read in conjunction with the June 30, 2000 Annual Report on Form
      10-KSB, a Definitive Information Statement dated February 12, 2001, and a
      Form 8-K dated March 15, 2001, the disclosures are adequate to make the
      information presented not misleading. The results of operations for the
      three months and nine months ended September 30, 2001 and 2000 are not
      necessarily indicative of the operating results for the full year.

2.    Organization and merger

      On March 15, 2001, NEO MODERN ENTERTAINMENT CORP. ("Neo Modern") completed
      a merger with Chinawe.com Inc., a privately-held company incorporated in
      Delaware, pursuant to an Agreement and Plan of Merger dated October 24,
      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 condensed 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.


                                      F-7
<PAGE>

                                CHINAWE.COM INC.
                        NOTES TO THE FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

2.    Organization and merger (continued)

      Welcon Info-Tech Limited ("WIT(HK)"); incorporated in Hong Kong in June
      1997, WIT(HK) provides subscriber services for the production of website
      image 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
      in which 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, WIT (HK) and WIT (GZ) as of September 30, 2001, the results
      of their operations for the three months and nine months ended September
      30, 2001 and cash flows for the nine months ended September 30, 2001, and
      the period from January 1, 2000 through March 15, 2000 on a combined
      basis. Prior to March 15, 2000, the Company, WIT (HK), and WIT (GZ)
      combined, represented the predecessor operations of the Company.
      Subsequent to March 15, 2000, the accompanying financial statements
      present the financial position, results of operations and cash flows of
      the Company and its subsidiaries WIT (HK) and WIT (GZ) on a consolidated
      basis. 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.


                                      F-8
<PAGE>

                                CHINAWE.COM INC.
                        NOTES TO THE FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

3.    Summary of significant accounting policies (continued)

            Translation of amounts from RMB into US$ for the convenience of the
            reader has been made at the exchange rate on September 30, 2001 of
            US$1.00 = RMB8.1520. No representation is made that the RMB amounts
            could have been, or could be, converted into United States dollars
            at that rate on September 30, 2001 or at any other date.

      (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)   Recently issued accounting standards

            In July 2001, The Financial Accounting Standards Board (FASB) issued
            SFAS No. 141, Business Combinations, and SFAS no. 142, Goodwill and
            Other Tangible Assets. SFAS No. 141 requires that the purchase
            method of accounting be used for all business combinations initiated
            after June 30, 2001. Use of the pooling-of-interests method will be
            prohibited after that date. SFAS No. 142 changes the accounting for
            goodwill and intangible assets with indefinite lives from an
            amortization method to an impairment-only approach and requires
            intangible assets with finite lives to be amortized over their
            useful lives. Thus, amortization of goodwill and intangible assets
            with indefinite lives will cease upon adoption of the statement.
            SFAS No. 142 is required to be applied in fiscal years beginning
            after December


                                      F-9
<PAGE>

            15, 2001. The Company does not expect that the adoption of SFAS No.
            141 or SFAS No. 142 will have a significant immediate impact on the
            financial condition or results of operations of the Company, as the
            Company has no current planned business combinations, nor does it
            have any goodwill or other intangible assets recorded as of
            September 30, 2001.

            In August 2001, the FASB issued SFAS No. 144, Accounting for
            Impairment or Disposal of Long-Lived Assets, which addresses
            accounting and financial reporting for the impairment or disposal of
            long-lived assets. This statement is effective for fiscal years
            beginning after December 15, 2001. The Company is currently
            assessing the impact, if any, that SFAS No. 144 may have on its
            financial condition and results of operations.

4.    Acquisition of WIT(HK) and WIT(GZ)

      Effective March 15, 2000, the Company acquired the business of WIT (HK)
      for US$67,873 (RMB561,853). On March 20, 2000, WIT(HK) acquired the
      business of the PRC party by forming the joint venture, WIT(GZ). The
      acquisitions were accounted for as purchases, and the results of WIT(HK)'s
      and WIT(GZ)'s operations are included in the Company's statements of
      operations from the dates of acquisition. The purchase price was allocated
      to the assets acquired and liabilities assumed based on their estimated
      fair values at the date of acquisition. The purchase price equaled the
      carrying values of the net assets acquired.


                                      F-10
<PAGE>

                                CHINAWE.COM INC.
                        NOTES TO THE FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

5.    Property, plant and equipment

                                                           September 30, 2001
                                                        ------------------------
                                                          RMB               US$
                                                        -------           ------
      At cost:
      Computer equipment                                150,108           18,413
      Leasehold improvements                             40,905            5,018
      Motor vehicle                                     346,158           42,463
                                                        -------           ------
                                                        537,171           65,894

      Accumulated depreciation                          148,713           18,242
                                                        -------           ------

                                                        388,458           47,652
                                                        =======           ======

6.    Convertible loan

      In August 2000, the Company entered into an agreement with a third party
      whereby the third party provided financial support to the Company by way
      of a loan of HK$1,500,000 (RMB1,577,806) to support the Company's proposed
      restructuring activity in return for 6.37% of the shares of the listed
      company upon completion of the acquisition and restructuring. The
      convertible loan is non-interest bearing and unsecured.

7.    Related party transactions

      The balances with related parties are as follows:

                                                          September 30, 2001
                                                       -------------------------
                                                          RMB               US$
                                                       ---------         -------
      Advances from related parties:
         Shareholders                                  2,736,265         335,656
         PRC party                                        28,685           3,519
                                                       ---------         -------

                                                       2,764,950         339,175
                                                       =========         =======

      All balances with related parties are unsecured, non-interest bearing and
      payable on demand. During the nine months ended September 30, 2001 and
      2000, the Company received advances from related parties of RMB1,641,029
      and RMB5,981,154, respectively. In addition, during the nine months ended
      September 30, 2001 and 2000, the Company repaid advances of RMB247,262 and
      RMB3,816,682, respectively.

      The Company occupies office space in a building leased by an affiliate of
      the Company. Rent expense for each of the periods ended September 30, 2001
      and 2000 was approximately RMB90,000.


                                      F-11
<PAGE>

                                 CHINAWE.COM INC
                        NOTES TO THE FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

8.    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 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 2000 and 1999. Losses of WIT(HK) can be carried forward to offset
      future taxable income for an indefinite period. No income taxes have been
      provided for WIT(GZ) as it has incurred losses since it began operating in
      March 2000. Losses of WIT (GZ) can be carried forward to offset future
      taxable income (if any) for a period of five years.

      The reconciliation between the effective tax rate and the statutory U.S.
      federal income tax rate is as follows:

                                                            2001           2000
                                                            ----           ----
                                                    % of Pre-tax   % of Pre-tax
                                                          income         income

      U.S. federal income tax rate                            34             34
      Operating losses                                       (34)           (34)
                                                          ------         ------

                                                              --             --
                                                          ======         ======

      At September 30, 2001, the Company's deferred tax assets are as follows:

                                                           RMB             US$

      Hong Kong operating loss carry forward             334,182         40,994
      PRC operating loss carry forward                   275,242         33,764
      Deferred tax assets valuation allowance           (609,424)       (74,758)
                                                        --------        -------

      Net deferred tax assets                                 --             --
                                                        ========        =======

      Management has provided a full allowance for deferred tax assets as
      realization of the assets is not assured.


                                      F-12
<PAGE>

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

9.    Shareholders' equity (deficit)

      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.


                                      F-13
<PAGE>

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

      On March 15, 2001, the merger of Chinawe.com Inc. with and into NEO MODERN
ENTERTAINMENT CORP. was effectuated and the name of the survivor was changed to
Chinawe.com Inc. Incident to the merger, the former operations of NEO MODERN
ENTERTAINMENT CORP., which dealt with the production and distribution of motion
picture films, was spun off to an entity owned by the former managers of that
enterprise. Accordingly, the entire business theretofore continued by
Chinawe.com Inc. is the business now conducted by the public company. Incident
thereto, the fiscal year of the public company was changed to the year ended
December 31, 2000, which is the same fiscal year as had previously been utilized
by Chinawe.com Inc.

General

      The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the Financial Statements and
Notes thereto appearing elsewhere in this Quarterly Report on Form 10-QSB.

      Certain statements set forth in the Company's Quarterly Report on Form
10-QSB for the quarter ended September 30, 2001 are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that forward looking statements involve risks and
uncertainties, including general economic conditions, delays and risks
associated with the performance of contracts, the process of regulatory approval
and supervision, potential acquisitions, consumer and industry acceptance,
litigation and the volatility of domestic securities markets. This Quarterly
Report on Form 10-QSB, including the Statements of Financial Condition and the
notes thereto, should be read in its entirety for a complete understanding.

Results of Operations - Three Months and Nine Months ended September 30, 2001
and 2000

      Total revenues for the three months ended September 30, 2001 were RMB
612,868 (US $75,180) as compared to total revenues of RMB 284,584 (US $34,378)
reported for the corresponding period ended September 30, 2000. This increase is
attributable mainly to an increase in firms and persons signed up for the
service provided by the Company. Total revenues for the nine month period ended
September 30, 2001 increased by RMB 814,978 (US $101,949) from the corresponding
period ended September 30, 2000; thus total revenues for the current nine month
period were RMB 1,873,214 (US $229,786) as compared to total revenues of RMB
1,058,236 (US $127,837) for the nine months ended September 30, 2000.
Administrative and general expenses decreased from RMB 1,299,751 (US $157,012)
to RMB 793,431 (US $97,329) for the three months ended September 30, 2001, due
to the recent reduction of administrative and general expenses. However,
administrative and general expenses increased from RMB 2,512,608 (US $303,528)
for the nine months ended September 30, 2000 to RMB 4,947,366 (US $606,890) for
the nine months ended September 30, 2001, representing an increase of
approximately 100%, due to the additional work performed during the earlier
months to the Company's services and to expenses related to the merger
transaction. The loss from operations accordingly decreased dramatically from
RMB 1,015,167 (US $122,633) for the three months ended September 30, 2000 to RMB
180,563 (US $22,149) for the


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<PAGE>

three months ended September 30, 2001, representing decrease of 82%. The loss
from operations for the nine month period ended September 30, 2001 increased by
RMB 1,619,780 (US $201,413) from the corresponding period ended September 30,
2000; thus the loss from operations for the current nine month period was RMB
3,074,152 (US $377,104) as compared to loss from operations of RMB 1,454,372 (US
$175,691) for the nine month period ended September 30, 2000. The Company
expects its losses from operations to continue to increase as it establishes its
network and engages in its various lines of business.

Viability of Operating Results

      The Company is engaged in establishing its operating lines of business and
building its memberships. These factors have an impact on the Company's
operations and revenues. It is expected that for the foreseeable future the
Company will continue to develop these areas and operate at a loss.

Liquidity and Capital Resources

      As of September 30, 2001, the Company's cash and cash equivalents were RMB
166,509 (US $20,426) compared to RMB 996,821 (US $118,599) at the beginning of
the nine month period.

      The Company finances its operations primarily with existing capital and
net cash provided by financing activities (including amounts financed by the
majority shareholder).

Recently Issued Accounting Standards

      In July 2001, The Financial Accounting Standards Board (FASB) issued SFAS
No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 141 requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method will be prohibited after that date. SFAS No. 142
changes the accounting for goodwill and intangible assets with indefinite lives
from an amortization method to an impairment-only approach and requires
intangible assets with finite lives to be amortized over their useful lives.
Thus, amortization of goodwill and intangibles assets with indefinite lives will
cease upon adoption of the statement. SFAS No. 142 is required to be applied in
fiscal years beginning after December 15, 2001. The Company does not expect that
the adoption of SFAS No. 141 or SFAS No. 142 will have a significant immediate
impact on the financial condition or results of operations of the Company, as
the Company has no current planned business combinations, nor does it have any
goodwill or other intangible assets recorded as of September 30, 2001.

      In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets, which addresses accounting and financial
reporting for the impairment of disposal of long-lived assets. This statement is
effective for fiscal years beginning after December 15, 2001. The Company is
currently assessing the impact, if any, that SFAS No. 144 may have on its
financial condition and results of operations.


                                      15
<PAGE>

                           PART II - OTHER INFORMATION

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

      (a)   Exhibits.

            Exhibit Number:

            (11)  Calculation of Earnings Per Share.

      (b)   Reports on Form 8-K.

            None.


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<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: November 13, 2001                           Chinawe.com Inc.
                                                  ----------------
                                                    (Registrant)


                                        By: /s/ Man Ying Ken Wai
                                           -------------------------------------
                                           Man Ying Ken Wai
                                           Vice President


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