<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 September 30, 2003


[ ] 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 incorporation               (I.R.S. Employer
or organization)                                           Identification No.)

                                Chinawe.com Inc.
                            c/o Hartman & Craven LLP
                            Attn: Joel I. Frank, Esq.
                               488 Madison 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 November 1, 2003 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 Condensed Balance Sheet
         as of September 30, 2003 (Unaudited) and
         December 31, 2002 (Audited)                                       3

         Consolidated Condensed Statements of Operations
         for the Three Months Ended September 30, 2003 and
         September 30, 2002 (Unaudited)                                    4

         Consolidated Condensed Statements of Operations
         for the Nine Months Ended September 30, 2003 and
         September 30, 2002 (Unaudited)                                    5

         Consolidated Condensed Statement of
         Shareholders' Deficit and Comprehensive Income (Loss)
         for the Nine Months Ended September 30, 2003 (Unaudited)          6

         Consolidated Condensed Statements of Cash Flows
         for the Nine Months Ended September 30, 2003 and
         September 30, 2002 (Unaudited)                                    7

         Notes to Consolidated Condensed Financial Statements              8

Item 2.  Management's Discussion and Analysis or Plan of Operation        12

Item 3.  Controls and Procedures                                          24

PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                25

SIGNATURES                                                                26



<PAGE>





PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS.

                                CHINAWE.COM INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                                          SEPTEMBER 30, 2003         DECEMBER 31, 2002
                                                                             (Unaudited)                 (Audited)
                                                                       -------------------------   ------------------------
                                                                Note        RMB           US$          RMB           US$
                                                                       ------------   ----------   -----------    ---------
<S>                                                                     <C>            <C>          <C>            <C>
ASSETS
Current assets:
    Cash and cash equivalents                                             339,524        40,971       18,953         2,287
    Accounts receivable, net of allowance for doubtful
     accounts of RMB11,176                                                 21,072         2,543       18,299         2,208
    Other current assets                                                   62,778         7,575       62,292         7,517
                                                                       ------------   ----------   -----------    ---------

        Total current assets                                              423,374        51,089       99,544        12,012
                                                                       ------------   ----------   -----------    ---------

Property, plant and equipment, net                                        100,319        12,106      195,052        23,537
                                                                       ------------   ----------   -----------    ---------

TOTAL ASSETS                                                              523,693        63,195      294,596        35,549
                                                                       ============   ==========   ===========    =========


LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
    Customer deposits                                                     196,143        23,669      232,707        28,081
    Accrued expenses and other liabilities                       5      1,765,055       212,991    1,093,583       131,964
    Current portion of long term debt                                      49,806         6,010       47,865         5,776
    Advances from related parties                                6      7,510,999       906,358    6,770,824       817,041
                                                                       ------------   ----------   -----------    ---------

        Total current liabilities                                       9,522,003     1,149,028    8,144,979       982,862
                                                                       ------------   ----------   -----------    ---------


Non-current liabilities
    Long term debt                                                         66,085         7,975      103,687        12,512
                                                                       ------------   ----------   -----------    ---------

Total liabilities                                                       9,588,088     1,157,003    8,248,666       995,374
                                                                       ------------   ----------   -----------    ---------


Commitments and contingencies
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        38,615      320,000        38,615
    Capital in excess of par                                             (319,198)      (38,518)    (319,198)      (38,518)
    Accumulated deficit                                                (9,075,446)   (1,095,142)  (7,971,796)     (961,964)
    Accumulated other comprehensive income                                 10,249         1,237       16,924         2,042
                                                                       ------------   ----------   -----------    ---------

        Total shareholders' deficit                                    (9,064,395)   (1,093,808)  (7,954,070)     (959,825)
                                                                       ------------   ----------   -----------    ---------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                               523,693        63,195      294,596        35,549
                                                                       ============   ==========   ===========    =========
</TABLE>

See notes to the consolidated condensed financial statements.

                                       3

<PAGE>


                                CHINAWE.COM INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          2003                                   2002
                                           -----------------------------------     ---------------------------------
                                                   RMB               US$                  RMB                US$
                                           ---------------    ----------------     --------------     --------------
<S>                                            <C>               <C>                 <C>                 <C>
Operating revenues
Subscription and service income                   95,246            11,494              133,570             15,954

Administrative and general expenses             (532,648)          (64,279)            (512,540)           (61,221)
                                           ---------------    ----------------     --------------     --------------

Loss from operations                            (437,402)          (52,785)            (378,970)           (45,267)

Interest expense to a director                  (107,783)          (13,006)                   -                  -

Other income                                          17                 2                   21                  3
                                           ---------------    ----------------     --------------     --------------

Net loss                                        (545,168)          (65,789)            (378,949)           (45,264)
                                           ===============    ================     ==============     ==============

Basic and diluted net
loss per share                                    (0.014)             (0.002)            (0.009)           (0.001)
                                           ===============    ================     ==============     ==============

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


See notes to the consolidated condensed financial statements.

                                       4

<PAGE>


                                CHINAWE.COM INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           2003                                  2002
                                            -----------------------------------    ----------------------------------
                                                   RMB                 US$                RMB                US$
                                            ---------------     ---------------    ---------------    ---------------
<S>                                            <C>                  <C>               <C>                 <C>
Operating revenues
Subscription and service income                   344,304              41,547            463,954             55,417

Administrative and general expenses            (1,340,213)           (161,724)        (1,724,769)          (206,016)
                                            ---------------     ---------------    ---------------    ---------------

Loss from operations                             (995,909)           (120,177)        (1,260,815)          (150,599)

Interest expense to a director                   (107,783)            (13,006)                 -                  -

Other income                                           42                   5                 66                  8
                                            ---------------     ---------------    ---------------    ---------------

Net loss                                       (1,103,650)           (133,178)        (1,260,749)          (150,591)
                                            ===============     ===============    ===============    ===============

Basic and diluted net
  loss per share                                    (0.03)             (0.003)             (0.03)            (0.004)
                                            ===============     ===============    ===============    ===============

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



See notes to the consolidated condensed financial statements.


                                       5

<PAGE>


                                CHINAWE.COM INC.
          CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS' DEFICIT AND
                           COMPREHENSIVE INCOME (LOSS)
                      NINE MONTHS ENDED SEPTEMBER 30, 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                       Common stock                                                       other             Total
                                ---------------------------      Capital in        Accumulated    comprehensive     shareholders'
                                                   Amount     excess of par            deficit    income (loss)         (deficit)
                                     Shares           RMB               RMB                RMB              RMB               RMB
                                ------------   ------------   ---------------   ---------------   ---------------   --------------
<S>                              <C>              <C>              <C>              <C>                  <C>           <C>
Balances, January 1, 2003        40,000,000       320,000          (319,198)        (7,971,796)          16,924        (7,954,070)

Comprehensive loss:
  Net loss for the nine months
    ended September 30, 2003              -             -                 -         (1,103,650)               -        (1,103,650)
  Currency translation
    adjustments                           -             -                 -                  -           (6,675)           (6,675)
                                ------------   ------------   ---------------   ---------------   ---------------   --------------

  Total comprehensive loss                                                                                             (1,110,325)
                                                                                                                    --------------

Balances, September 30, 2003     40,000,000       320,000          (319,198)        (9,075,446)          10,249        (9,064,395)
                                ============   ============   ===============   ===============   ===============   ==============

Balances, September 30, 2003
    - US$                                          38,615           (38,518)        (1,095,142)           1,237        (1,093,808)
                                               ============   ===============   ===============   ===============   ==============
</TABLE>





See notes to the consolidated condensed financial statements.

                                       6

<PAGE>


                                CHINAWE.COM INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)

<TABLE>
                                                           2003                                   2002
                                            -----------------------------------    -----------------------------------
                                                 RMB                 US$                RMB                 US$
                                            ---------------     ---------------    ---------------     ---------------
<S>                                           <C>                   <C>              <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                      (1,103,650)           (133,178)        (1,260,749)           (150,591)

Adjustments to reconcile net loss to
   net cash used in operating activities:
   Depreciation                                  104,019              12,552             80,232               9,583
   Interest expense to a director                107,783              13,006                  -                   -
   Changes in operating assets and liabilities:
   Accounts receivable                            (2,674)               (323)            (4,733)               (565)
   Other current assets                             (475)                (57)            14,549               1,738
   Accounts payable                                    -                   -            (13,063)             (1,560)
   Accrued expenses and other current
     liabilities                                (400,058)            (48,275)          (299,524)            (35,777)
   Customer deposits received                    (36,630)             (4,420)          (118,194)            (14,118)
                                            ---------------     ---------------    ---------------     ---------------

NET CASH USED IN OPERATING ACTIVITIES         (1,331,685)           (160,695)        (1,601,482)           (191,290)
                                            ---------------     ---------------    ---------------     ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of plant and equipment                   (9,145)             (1,104)            (1,938)               (232)
                                            ---------------     ---------------    ---------------     ---------------

NET CASH USED IN INVESTING ACTIVITIES             (9,145)             (1,104)            (1,938)               (232)
                                            ---------------     ---------------    ---------------     ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in bank overdraft                             -                   -             21,353               2,551
Advances from related parties                  1,790,495             216,061          1,592,955             190,272
Repayment made to related parties             (2,165,955)           (261,368)                 -                   -
Loan from a third party                        1,069,600             129,069                  -                   -
Loan from a director                           1,283,520             154,884                  -                   -
Repayment made to a director                    (297,566)            (35,908)
Repayment of long term debt                      (35,661)             (4,303)           (33,820)             (4,040)
                                            ---------------     ---------------    ---------------     ---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES      1,644,433             198,435          1,580,488             188,783
                                            ---------------     ---------------    ---------------     ---------------
NET (DECREASE) INCREASE IN
CASH AND CASH EQUIVALENTS                        303,603              36,636            (22,932)             (2,739)

CASH AND CASH EQUIVALENTS, BEGINNING              18,953               2,287             38,859               4,642

EFFECT OF EXCHANGE RATE ON CASH                   16,968               2,048              2,305                 275
                                            ---------------     ---------------    ---------------     ---------------

CASH AND CASH EQUIVALENTS, ENDING                339,524              40,971             18,232               2,178
                                            ===============     ===============    ===============     ===============
</TABLE>


See notes to the consolidated condensed financial statements.

                                       7

<PAGE>


                                CHINAWE.COM INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)

1.       Nature of business

         The condensed consolidated financial statements include the accounts
         of Chinawe.com Inc. 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. WIT(HK) provides subscriber services for the production of
         website image and business-to-business e-marketplace for small to
         medium size businesses.

         Guangzhou Welcon Information Limited ("GWI"); 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 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).

2.       The interim financial statements

         The accompanying financial statements, as of September 30, 2003 and for
         the nine months ended September 30, 2003, have been prepared by
         Chinawe.com Inc. (the "Company") without audit. Pursuant to the rules
         and regulations of the Securities and Exchange Commission, certain
         information and footnote disclosures normally included in the financial
         statements prepared in accordance with accounting principles generally
         accepted in the United States of America have been condensed or omitted
         pursuant to such rules and regulations. However, the Company believes
         that the disclosures are adequate to make the information presented not
         misleading. These financial statements should be read in conjunction
         with the financial statements and the notes thereto included in the
         Company's audited annual financial statements for the year ended
         December 31, 2002.

                                       8

<PAGE>


                                CHINAWE.COM INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)


2.       The interim financial statements (Continued)

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates that affect the reported amounts of
         assets, liabilities, revenues and expenses and the disclosure of
         contingent assets and liabilities. Actual results could differ from
         these estimates.

         In the opinion of management, all adjustments (which include only
         normal recurring adjustments) necessary to present fairly the financial
         position as of September 30, 2003, results of operations and cash flows
         for the nine months ended September 30, 2003, have been made. The
         results of operations for the nine months ended September 30, 2003 and
         2002 are not necessarily indicative of the operating results for the
         full year.

3.       Going concern considerations

         Details of concerns about the Company's ability to continue as a going
         concern are set out in Item 2 of this Form 10-QSB under the heading
         "Liquidity and Capital Resources".

4.       Translation of foreign currencies

         The Company considers Renminbi as its functional currency as a
         substantial portion of the Company's business activities are based in
         Renminbi.

         Transactions in currencies other than functional currencies during the
         year are translated into the respective functional currencies at the
         applicable rates of exchange prevailing at the time of the
         transactions. Monetary assets and liabilities denominated in currencies
         other than functional currencies are translated into respective
         functional currencies at the applicable rates of exchange in effect at
         the balance sheet date. Exchange gains and losses are recorded in the
         consolidated statement of operations.

         The translation of the financial statements of subsidiaries whose
         functional currencies are other than Renminbi, into Renminbi is
         performed for balance sheet accounts using closing exchange rates in
         effect at the balance sheet date and for revenue and expense accounts
         using an average exchange rate during each reporting period. The gains
         or losses resulting from translation are included in stockholders'
         deficit separately as accumulated other comprehensive income or loss.

                                       9

<PAGE>


                                CHINAWE.COM INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)


4.       Translation of foreign currencies (Continued)

         Translation of amounts from Renminbi into United States dollars ("US$")
         is for the convenience of readers and has been made at the exchange
         rate of US$1.00 = RMB8.287 as of September 30, 2003, US$1.00 = RMB8.287
         as of December 31, 2002 and US$1.00 = RMB8.372 as of September 30,
         2002. No representation is made that the Renminbi amounts could have
         been, or could be, converted into US$ at those rates or at any other
         rates.

5.       Accrued expenses and other liabilities

         Included in accrued and other liabilities as at September 30, 2003 is a
         loan from a third party amounting to RMB1,069,000 (US$129,069). The
         loan is unsecured and interest-free. The Company is currently
         finalizing the terms of its settlement, which is expected to be settled
         by issuing 3,800,000 shares of common stock of the Company within one
         year.

6.       Advances from related parties

         The balances with related parties are as follows:

<TABLE>
<CAPTION>
                                                            At September 30, 2003          At December 31, 2002
                                                                 (Unaudited)                    (Audited)
                                                                 RMB             US$           RMB            US$
                                                        ---------------- ------------- -------------  --------------
<S>                                                     <C>              <C>           <C>            <C>
         Advances from related parties:
             Stockholders                                    6,388,577         770,915     6,742,139        813,580
             PRC party                                          28,685           3,461        28,685          3,461
                                                        ---------------- ------------- -------------  --------------

             (Note a)                                        6,417,262         774,376     6,770,824        817,041
                                                        ---------------- ------------- -------------  --------------

         Due to a director:
             Loan                                              985,954         118,976
             Interest payable                                  107,783          13,006             -              -
                                                        ---------------- ------------- -------------  --------------

             (Note b)                                        1,093,737         131,982             -              -
                                                        ---------------- ------------- -------------  --------------

         Total balance                                       7,510,999         906,358     6,770,824        817,041
                                                        ================ ============= =============  ==============
</TABLE>

         Note:

         (a)  The amounts due are unsecured, interest-free and repayable on
              demand.

         (b)  The amount due is unsecured, interest-bearing and repayable within
              one year. The total interest payable is RMB280,235. As at
              September 30, 2003, the Company has accrued for interest of
              RMB107,783 in the aggregate.


                                       10

<PAGE>


                                CHINAWE.COM INC.
            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)


7.       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.

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
         September 30, 2003, no awards have been granted under the Plan.

                                       11

<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 and in this
         section, we have suffered a net loss of RMB1,103,650 (US$133,178)
         during the nine- month period ended September 30, 2003. At the end of
         this period we had a stockholders' deficit of RMB9,064,395
         (US$1,093,808) and a working capital deficit of RMB9,098,629
         (US$1,097,939). The Independent's Auditors Report on the Company's
         financial statements as of and for the years ended December 31, 2002
         and 2001 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, but do 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 needed funds
         and there are no guarantees that we will not be required 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 our 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.

                                       12

<PAGE>


         Three Months Ended September 30, 2003 compared to the Three Months
         Ended September 30, 2002

         Revenues. Subscription and service income for the three months ended
         September 30, 2003 was RMB95,246 as compared to subscription and
         service income of RMB133,570 for the three months ended September 30,
         2002, a decrease of 29%. Other income for the three months ended
         September 30, 2003 was RMB17 as compared to other income of RMB21 for
         the three months ended September 30, 2002, a decrease of 19%.

         Expenses. Administrative and general expenses for the three months
         ended September 30, 2003 were RMB532,648 as compared to administrative
         and general expenses of RMB512,540 for the three months ended September
         30, 2002, an increase of 4%. During this quarter, as a result of a new
         loan advanced to the Company by a director, the Company has incurred
         interest expense of RMB107,783 (US$13,006) payable to a director.

         As a consequence of the foregoing, our loss from operations increased
         from RMB378,970 for the three months ended September 30, 2002 to
         RMB437,402 for the three months ended September 30, 2003. Our net loss
         increased from RMB378,949 for the three months ended September 30, 2002
         to RMB545,168 for the three months ended September 30, 2003.

         Nine Months Ended September 30, 2003 compared to the Nine Months Ended
         September 30, 2002

         Revenues. Subscription and service income for the nine months ended
         September 30, 2003 was RMB344,304 as compared to subscription and
         service income of RMB463,954 for the nine months ended September 30,
         2002, a decrease of 26%. Other income for the nine months ended
         September 30, 2003 was RMB42 as compared to other income of RMB66 for
         the nine months ended September 30, 2002, a decrease of 36%.

         Expenses. Administrative and general expenses for the nine months ended
         September 30, 2003 were RMB1,340,213 as compared to administrative and
         general expenses of RMB1,724,769 for the nine months ended September
         30, 2002, a decrease of 22%. During the nine-month period ended
         September 30, 2003, as a result of a new loan advanced to the Company
         by a director, the Company has incurred interest expense of RMB107,783
         (US$13,006) payable to a director.

         As a consequence of the foregoing, our loss from operations decreased
         from RMB1,260,815 for the nine months ended September 30, 2002 to
         RMB995,909 for the nine months ended September 30, 2003. Our net loss
         decreased from RMB1,260,749 for the nine months ended September 30,
         2002 to RMB1,103,650 for the nine months ended September 30, 2003.

         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

                                       13

<PAGE>

         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;

         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

         The Company's financial statements for the nine months ended September
         30, 2003 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
         nine months ended September 30, 2003, the Company reported a net loss
         of RMB1,103,650 (US$133,178) and at September 30, 2003 has a
         stockholders' deficit and a working capital deficit of RMB9,064,395
         (US$1,093,808) and RMB9,098,629 (US$1,097,939), respectively. The
         Company has also experienced difficulty and uncertainty in meeting its

                                       14

<PAGE>

         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. Under the agreement,
              which has a five-year term with options to renew, the Company is
              to help Great Wall dispose of non-performing assets (the
              "Assets") 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.
              In the event that the promotion efforts result in a successful
              sale of the Assets, the Company is to receive approximately 1.2%
              to 2% of the gross sales price of the Assets. Against this
              background, the Company has decided to enter into the business of
              servicing non-performing loans, including but not limited to,
              asset auctions and asset securitizations.

         (2)  In August 2002, the Company signed a Memorandum of Understanding
              with Great Wall ("MOU-GW") for the purchase of a group of
              selected assets with a face value of approximately US$400 million
              directly from Great Wall (the "Acquisition"). The Company is
              currently negotiating the terms and conditions of a definitive
              agreement for the Acquisition with Great Wall. It is anticipated
              that the Company will enter into a definitive agreement within
              three to six months. In order to execute a definitive agreement
              with Great Wall for the Acquisition, the Company will need to
              obtain one or more sources of financing. Accordingly, in October
              2002, the Company entered into a Memorandum of Understanding with
              a United States-based investor (the "MOU-USI"). The parties are
              bound by a confidentiality agreement not to disclose the identity
              nor the preliminary terms of the deal unless and until a formal
              agreement is signed. Under the MOU-USI, the Company and such
              investor are to form a joint venture on terms to be mutually
              agreed upon for the Acquisition. The Company is currently
              negotiating with the investor the terms and conditions, including
              financing, of the joint venture. It is anticipated that the joint
              venture agreement will be executed at or immediately prior to the
              time the formal Acquisition agreement with Great Wall is entered
              into. The agreement with Great Wall will be conditional upon the
              Company's entering into a definitive agreement with the investor
              and the agreement with the investor will be conditional upon the
              Company's entering into a definitive agreement with Great Wall.
              There can be no assurance that the Company will be able to
              negotiate mutually satisfactory agreements with Great Wall and/or
              the investor. Upon completion of the Acquisition and obtaining
              all necessary PRC government approvals, the Company will be
              engaged in the asset servicing business as its core activities.


                                       15

<PAGE>



                Upon signing of the formal agreements, the Company expects to
                issue an aggregate of five to ten million shares of common stock
                to various finders as compensation for their efforts and
                contributions in connection with the Acquisition.

         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
         financing 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, there may be the
         requirement to amortize significant amounts of goodwill and other
         intangible assets in connection with future acquisitions, which would
         materially increase the Company's operating expenses. 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 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 ended September 30, 2003,
         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 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

                                       16

<PAGE>

         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.

                                  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

                                       17

<PAGE>

         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 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;


                                       18

<PAGE>

         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.

         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.

                                       19

<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.

                                       20

<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.

                                       21

<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.

         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"

                                       22

<PAGE>

         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.

         Recently Issued Accounting Pronouncements

         In December 2002, the FASB issued Statement of Financial Accounting
         Standards No. 148, "Accounting for Stock-Based Compensation -
         Transition and Disclosure - an amendment of FASB Statement 123"
         (SFAS148). For entities that change their accounting for stock-based
         compensation from the intrinsic method to the fair value method under
         SFAS 123, the fair value method is to be applied prospectively to those
         awards granted after the beginning of the period of adoption (the
         prospective method). The amendment permits two additional transition
         methods for adoption of the fair value method. In addition to the
         prospective method, the entity can choose to either (i) restate all
         periods presented (retroactive restatement method) or (ii) recognize
         compensation cost from the beginning of the fiscal year of adoption as
         if the fair value method had been used to account for awards (modified
         prospective method). For fiscal years beginning after December 31,
         2003, the prospective method will no longer be allowed. The statement
         is not expected to have a material impact on the Company as there is no
         stock-based compensation granted.

         In January 2003, the FASB issued FASB Interpretation No. 46,
         "Consolidation of Variable Interest Entities" ("FIN No. 46"). FIN No.
         46 applies to variable interest entities created after January 31, 2003
         and to variable interest entities in which an enterprise obtains an
         interest after that date. It applies in the first fiscal year or
         interim period beginning after December 15, 2003, to variable interest
         entities in which an enterprise holds an interest that it acquired
         before February 1, 2003. The Group currently has no interests in
         variable interest entities, and therefore does not expect adoption of
         FIN No. 46 to have an impact on its consolidated financial statements.

         In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133
         on Derivative Instruments and Hedging Activities". SFAS No. 149 amends
         and clarifies financial accounting and reporting for derivative
         instruments, including certain derivative instruments embedded in other
         contracts (collectively referred to as derivatives) and for hedging
         activities under SFAS No. 133, Accounting for Derivative Instruments
         and Hedging Activities. Subject to certain exception, this statement is
         effective for contracts entered into or modified after June 30, 2003
         and for hedging relationships designated after June 30, 2003 and all
         provisions of this Statement should be applied prospectively. The
         Company had no derivative instruments outstanding and the adoption of
         SFAS No. 149 has no impact on the Company's consolidated financial
         statement.

                                       23

<PAGE>

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
         Financial Instruments with Characteristics of both Liabilities and
         Equity". SFAS No.150 improves the accounting for certain financial
         instruments that, under previous guidance, issuers could account for as
         equity and requires that those instruments be classified as liabilities
         in statements of financial position. In addition to its requirements
         for the classification and measurement of financial instruments in its
         scope, SFAS No. 150 also requires disclosures about alternative ways of
         settling the instruments and the capital structure of entities, all of
         whose shares are mandatorily redeemable. Most of the guidance in SFAS
         No. 150 is effective for all financial instruments entered into or
         modified after May 31, 2003, and otherwise is effective at the
         beginning of the first interim period beginning after June 15, 2003.
         The Company had no financial instruments outstanding and the adoption
         of SFAS No. 150 has no impact on the Company's consolidated financial
         statement.

         Item 3.  Controls and Procedures.

         (a) Evaluation of Disclosure Controls and Procedures

         Disclosure controls and procedures are designed to ensure the
         reliability of the financial statements and other disclosures included
         in this report. Within the 90 days prior to the filing of this report,
         the Company carried out an evaluation, under the supervision and with
         the participation of the Company's management, including the Company's
         Chief Executive Officer and Chief Financial Officer, of the
         effectiveness of the design and operation of the Company's disclosure
         controls and procedures pursuant to Exchange Act Rule 13a-14. Based
         upon that evaluation, the Chief Executive Officer and Chief Financial
         Officer concluded that the Company's disclosure controls and procedures
         are effective in timely alerting them to material information required
         to be included in the Company's periodic Securities and Exchange
         Commission filings.

         (b) Changes in Internal Controls

         There have been no significant changes in the Company's internal
         controls or in other factors that could significantly affect these
         controls subsequent to the date the Company carried out its evaluation.

                                       24


<PAGE>


                           PART II - OTHER INFORMATION



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

         (a)      Exhibits.

                  31.1   Rule 13a-14(a)/15d-14(a) Certification
                  31.2   Rule 13a-14(a)/15d-14(a) Certification
                  32.1   Section 1350 Certification of Chief Executive Officer.
                  32.2   Section 1350 Certification of Chief Financial Officer.

         (b)      Reports on Form 8-K.

                  No reports on Form 8-K were filed during the quarter ended
                  September 30, 2003.




                                       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: November 12, 2003
                                                      Chinawe.com Inc.
                                                      ----------------
                                                        (Registrant)


                                                 By: /s/ Man Keung Wai
                                                     -------------------------
                                                     Man Keung Wai
                                                     Chief Executive Officer

                                                 By: /s/ Vivian Chu
                                                     -------------------------
                                                     Vivian Chu
                                                     Chief Financial Officer



                                       26