<PAGE>

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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2004
                                                 --------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                   For the transition period from
                                                  -----------

                        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 May 15, 2004 was 43,800,000.

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


<PAGE>


                                Chinawe.com Inc.


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                          Page No.
Item 1.  Financial Statements.

<S>        <C>                                                                             <C>
           Consolidated Condensed Statements of Operations for the Three                   3
           Months Ended March 31, 2004 (Unaudited) and March 31, 2003
           (Unaudited)

           Consolidated Condensed Balance Sheets as of                                     4
           March 31, 2004 (Unaudited) and
           December 31, 2003 (Audited)

           Consolidated Condensed Statements of Changes in Stockholders'                   5
           Deficit for the Three Months Ended March 31, 2004 (Unaudited)

           Consolidated Condensed Statements of Cash Flows for the Three                   6
           Months Ended March 31, 2004 (Unaudited) and
           March 31, 2003 (Unaudited)

           Notes to Consolidated Condensed                                                 7
           Financial Statements


Item 2.  Management's Discussion and Analysis or Plan of Operation                        11

Item 3.  Controls and Procedures                                                          22


PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K                                                 23


SIGNATURES                                                                                24

</TABLE>




<PAGE>

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements.


                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                      Three months
                                                                    Three months ended               ended March 31,
                                                                      March 31, 2004                      2003
                                                                  ------------------------------    ----------------
                                                                         US$                RMB               RMB
                                                                  (Unaudited)        (Unaudited)       (Unaudited)
<S>                                                                    <C>               <C>              <C>
   Subscription and service income                                     8,094             67,079           130,027

   Administrative and general expenses                               (51,546)          (427,168)         (412,752)
                                                                  ----------         ----------        ----------

   Loss from operations                                              (43,452)          (360,089)         (282,725)

   Loan interest                                                      (7,914)           (65,587)           (1,960)
   Other income                                                        2,566             21,267                10
                                                                  ----------         ----------        ----------

   Net loss                                                          (48,800)          (404,409)         (284,675)
                                                                  ==========         ==========        ==========

   Basic and diluted net loss per share of common stock                 0.00               0.01              0.01
                                                                  ==========         ==========        ==========

   Weighted average common stock outstanding                      41,210,989         41,210,989        40,000,000
                                                                  ==========         ==========        ==========
</TABLE>



   See notes to the consolidated condensed financial statements

                                       3
<PAGE>




                      CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                   As of December 31,
                                                                         As of March 31, 2004             2003
                                                                     ---------------------------   ------------------
                                                            NOTE             US$             RMB                 RMB
ASSETS                                                               (Unaudited)     (Unaudited)           (Audited)
<S>                                                                        <C>            <C>                <C>
Current assets:
   Cash and cash equivalents                                               7,330          60,743             139,218
   Accounts receivable, net of allowance for
     doubtful accounts of RMB18,256                                        2,016          16,712              16,766
     (2003: RMB18,332)
   Other current assets                                                    5,243          43,453              63,458
                                                                      ----------      ----------          ----------

   Total current assets                                                   14,589         120,908             219,442

Property, plant and equipment, net                                         2,988          24,760              56,226
                                                                      ----------      ----------          ----------

TOTAL ASSETS                                                              17,577         145,668             275,668
                                                                      ==========      ==========          ==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
   Customer deposits received                                             18,227         151,047             175,319
   Accrued expenses and other current liabilities                        138,529       1,148,006           1,061,018
   Current portion of long-term debt                                       6,171          51,143              50,470
   Due to related parties                                     5          952,800       7,895,947           8,757,396
                                                                      ----------      ----------          ----------

   Total current liabilities                                           1,115,727       9,246,143          10,044,203

Non-current liabilities
   Long term debt                                                          4,848          40,175              53,216
                                                                      ----------      ----------          ----------

   Total liabilities                                                   1,120,575       9,286,318          10,097,419
                                                                      ----------      ----------          ----------

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
     43,800,000 shares as of March 31, 2004;
     40,000,000 shares as of December 31, 2003                            42,414         351,491             320,000
   Additional paid-in capital                                             85,942         712,211            (319,198)
   Accumulated losses                                                 (1,234,205)    (10,227,976)         (9,823,567)
   Accumulated other comprehensive income                                  2,851          23,624               1,014
                                                                       ---------       ---------          ----------
   Total shareholders' deficit                                        (1,102,998)     (9,140,650)         (9,821,751)
                                                                      ----------      ----------          ----------

TOTAL LIABILITIES AND
   SHAREHOLDERS' DEFICIT                                                  17,577         145,668             275,668
                                                                      ==========      ==========          ==========
</TABLE>


See notes to the consolidated condensed financial statements

                                       4
<PAGE>



                      CONSOLIDATED CONDENSED STATEMENTS OF
                        CHANGES IN SHAREHOLDERS' DEFICIT


<TABLE>
<CAPTION>
                                 COMMON STOCK
                            ---------------------
                                                        ADDITIONAL
                                                          PAID -IN                       ACCUMULATED OTHER
                            NUMBER OF      AMOUNT          CAPITAL  ACCUMULATED LOSSES       COMPREHENSIVE         TOTAL
                               SHARES         RMB              RMB                RMB           INCOME RMB           RMB
                            ----------    -------       ----------  -----------------   ------------------    ----------
<S>                         <C>           <C>             <C>              <C>                       <C>      <C>
Balances as of January 1,
   2004                     40,000,000    320,000         (319,198)        (9,823,567)               1,014    (9,821,751)

Issue of shares for
   settlement of loan       3,800,000      31,491        1,031,409                  -                    -     1,062,900
Comprehensive loss:
    Net loss for the three
      months ended March
      31, 2004                      -           -                -           (404,409)                   -      (404,409)
    Currency translation
      adjustment                    -           -                -                  -               22,610        22,610
                            ----------    -------          -------        -----------               ------    ----------

Total comprehensive loss                                                                                        (381,799)
                                                                                                              ----------

BALANCES AS OF MARCH 31,    ==========    =======          =======                                  ======
   2004                     43,800,000    351,491          712,211        (10,227,976)              23,624    (9,140,650)
                            ==========    =======          =======        ===========               ======    ==========

                                              US$              US$                US$                  US$           US$
                                           42,414           85,942         (1,234,205)               2,851    (1,102,998)
                                          =======          =======        ===========               ======    ==========
</TABLE>



See notes to the consolidated condensed financial statements



                                       5
<PAGE>



                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                                     Three months
                                                                       Three months ended           ended March 31,
                                                                         March 31, 2004                  2003
                                                                    ------------------------------  ----------------
                                                                            US$               RMB               RMB
                                                                    (Unaudited)       (Unaudited)       (Unaudited)
<S>                                                                     <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                (48,800)         (404,409)         (284,675)

Adjustments to reconcile net loss to net cash used in operating
   activities:
   Depreciation                                                           3,788            31,393            37,256
   Changes in operating assets and liabilities:
      Accounts receivable, net                                                -                 -           (10,510)
      Other current assets                                                2,413            20,000                 -
      Customer deposits received                                         (2,926)          (24,251)             (355)
      Accrued expenses and other current liabilities                     10,754            89,118          (198,268)
                                                                        -------          --------          --------

NET CASH USED IN OPERATING ACTIVITIES                                   (34,771)         (288,149)         (456,552)
                                                                        -------          --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES
Loan from a director                                                      1,737            14,391                 -
Increase in amounts due from related parties                             83,727           693,858           689,372
Repayments to related parties                                           (58,607)         (485,679)         (215,650)
Repayment of long-term debt                                              (1,492)          (12,368)          (11,730)
                                                                        -------          --------          --------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                25,365           210,202           461,992
                                                                        -------          --------          --------

NET (DECREASE) INCREASE IN  CASH AND CASH EQUIVALENTS                    (9,406)          (77,947)            5,440

Cash and cash equivalents, beginning of period                           16,800           139,218            18,953

Effect of exchange rate                                                     (64)             (528)            1,415
                                                                        -------          --------          --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                  7,330            60,743            25,808
                                                                        =======          ========          ========

SUPPLEMENTAL DISCLOSURE INFORMATION
Interest paid                                                             6,178            51,196             1,960
                                                                        =======          ========          ========

NON-CASH TRANSACTION
Conversion of amount due to a related party to 3,800,000
   shares of common stock of the Company                                128,260         1,062,900                 -
                                                                        =======          ========          ========

</TABLE>
See notes to the consolidated condensed financial statements



                                       6
<PAGE>


            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


1.       Nature of business

         The consolidated condensed 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 March 31, 2004 and for the
         three months ended March 31, 2004, 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. 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, 2003.



                                       7
<PAGE>


            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (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 March 31, 2004, results of operations and cash flows for
         the three months ended March 31, 2004 and 2003 have been made. The
         results of operations for the three months ended March 31, 2004 and
         2003 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 ("RMB") as its functional currency as a
         substantial portion of the Company's business activities are based in
         RMB.

         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 RMB into RMB 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 shareholders' deficit
         separately as accumulated other comprehensive income or loss.



                                       8
<PAGE>


            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


4.       Translation of foreign currencies (Continued)

         Translation of amounts from RMB into United States dollars ("US$") is
         for the convenience of readers and has been made at the exchange rate
         on March 31, 2004 of US$1.00 = RMB8.2871. No representation is made
         that the RMB amounts could have been, or could be, converted into
         United States dollars at that rates or at any other rates.


5.       Due to related parties
<TABLE>
<CAPTION>
                                                                                                              As  of
                                                                                                        December 31,
                                                                         As of March 31, 2004                   2003
                                                                        ---------------------------     ------------
                                                            Note                US$             RMB              RMB
                                                                        (Unaudited)     (Unaudited)        (Audited)
<S>                                                         <C>             <C>           <C>              <C>
         Loan from a director, including interest            (a)            136,633       1,132,293        1,122,530
         Loan from a company controlled by a director        (b)                  -               -        1,067,300
         Advances from Shareholders                          (c)            812,706       6,734,969        6,538,881
         Advances from PRC party                             (c)              3,461          28,685           28,685
                                                                            -------       ---------        ---------

                                                                            952,800       7,895,947        8,757,396
                                                                            =======       =========        =========
</TABLE>


         Note:

         (a)      The amount due is unsecured, interest-bearing and repayable
                  within one year. The total interest payable for the loan is
                  RMB279,633 (HK$262,000). As of March 31, 2004, the Company has
                  accrued interest of RMB235,637 (HK$221,693) in the aggregate.
                  Interest expense charged for the three months period ended
                  March 31, 2004 was RMB64,265.

         (b)      The amount due is unsecured and interest-free. During the
                  current period, the Company issued 3,800,000 shares of common
                  stock of the Company for the settlement of the loan.

         (c)      The advances are unsecured, interest-free and repayable on
                  demand.



                                       9
<PAGE>


            NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


6.       Stock Plan

         On July 25, 2001 the Board of Directors approved the Chinawe.com Inc.
         2001 Restricted Stock Plan (the "Plan"), under which 5,000,000 shares
         of the Company's common stock have been reserved for award under the
         Plan. Pursuant to the Plan, stock awards may be granted to eligible
         officers, directors, employees and consultants of the Company. Through
         March 31, 2004, no awards have been granted under the Plan.

7.       Subsequent Event

         Subsequent to March 31, 2004, the Company entered into an interim
         Services Agreement with Citigroup Financial Products Inc. ("CFP") to
         act as a service provider and provide services relating to the
         management of a pool of non-performing loans in Huizhou, Guangdong
         Province, China. The services relate to a bundle of non-performing
         loans with a face value of approximately US$242 million to be acquired
         by CFP from another corporation in China. Details are set out in Item
         2 of this Form 10-QSB under the heading "Liquidity and Capital
         Resources".


                                       10
<PAGE>


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

         The following discussion should be read in conjunction with the
         Consolidated Condensed 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 RMB404,409 (US$48,800) during
         the three- month period ended March 31, 2004. At the end of this period
         we had a shareholders' deficit of RMB9,140,650 (US$1,102,998) and a
         working capital deficit of RMB9,125,235 (US$1,101,138). The Independent
         Auditors Report on the Company's financial statements as of and for the
         years ended December 31, 2003 and 2002 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.



                                       11
<PAGE>


         Three Months Ended March 31, 2004 compared to the Three Months Ended
         March 31, 2003

         Revenues. Subscription and service income for the three months ended
         March 31, 2004 was RMB67,079 as compared to subscription and service
         income of RMB130,027 for the three months ended March 31, 2003, a
         decrease of 48%. As a result of focusing on the new business
         development in providing services relating to the management of
         non-performing loans as discussed in "Liquidity and Capital Resources"
         below, revenue earned from the current business has been decreased
         significantly. Other income for the three months ended March 31, 2004
         was RMB21,267 as compared to other income of RMB10 for the three months
         ended March 31, 2003, an increase of 2,126%.

         Expenses. Administrative and general expenses for the three months
         ended March 31, 2004 were RMB427,168 as compared to RMB412,752 for the
         three months ended March 31, 2003, an increase of 3%. As a result of
         loans advanced to the Company by a director in the third quarter of
         2003, the Company has incurred interest expense of RMB64,265 payable to
         a director in this quarter.

         As a consequence of the foregoing, our loss from operations increased
         from RMB282,725 for the three months ended March 31, 2003 to RMB360,089
         for the three months ended March 31, 2004. Our net loss increased from
         RMB284,675 for the three months ended March 31, 2003 to RMB404,409 for
         the three months ended March 31, 2004.

         Factors That May Affect Future Results

         This Report on Form 10-QSB contains various forward-looking statements
         that are based on management's beliefs, as well as assumptions made by,
         and information currently available to, management. Although the
         Company believes that the expectations reflected in such
         forward-looking statements are reasonable, it can give no assurance
         that such expectations will prove to be correct. Forward-looking
         statements may include, without limitation, management's expectations
         regarding: the Company's future financial and operating performance and
         financial condition; the closing and outcome of the pending transaction
         described herein; industry conditions; and the Company's liquidity and
         needs for additional financing.

         Such statements are subject to certain risks, uncertainties,
         assumptions and other factors, many of which are outside the Company's
         control that could cause actual results to differ materially from such
         statements. Without limitation these factors include: the risks
         associated with the implementation of our business strategy,
         uncertainty concerning the effects of our pending transaction with
         Citigroup Financial Products Inc. and China Great Wall Asset Management
         Corporation, risks associated with the non-performing loan industry,
         risks associated with the Asian and Chinese economies, the effects of
         vigorous competition in the markets in which we operate and acts of
         terrorism. Should one or more of these risks or uncertainties
         materialize, or should underlying assumptions prove incorrect, actual
         results may vary materially from those anticipated, estimated,
         projected or expected. The Company does not intend to update these
         forward-looking statements prior to its next required filing with the
         Securities and Exchange Commission.

         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:

                                       12
<PAGE>

         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 three months ended March 31,
         2004 have been prepared on a going concern basis, which contemplates
         the realization of assets and the settlement of liabilities and
         commitments in the normal course of business. For the three months
         ended March 31, 2004, the Company reported a net loss of RMB404,409
         (US$48,800) and at March 31, 2004 has a shareholders' deficit and a
         working capital deficit of RMB9,140,650 (US$1,102,998) and RMB9,125,235
         (US$1,101,138), respectively. The Company has also experienced
         difficulty and uncertainty in meeting its liquidity needs. These
         factors raise substantial doubt about the Company's ability to continue
         as a going concern. Management's plans to address these concerns
         include:

         (1)      In June 2001, the Company signed an agreement with China Great
                  Wall Asset Management Corporation ("Great Wall"), a PRC
                  government-controlled financial company. 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)      Subsequent to the period ended March 31, 2004, the Company
                  entered into an interim Services Agreement (the "Agreement")
                  with Citigroup Financial Products Inc., a subsidiary of
                  Citigroup Inc. ("CFP"), to provide loan servicing and other
                  services relating to a pool of non-performing loans ("NPL" or
                  "NPLs") in Huizhou, Guangdong Province, China to be purchased
                  by CFP from Great Wall. The NPLs to be purchased are valued at
                  $242 million.

                                       13
<PAGE>

                  The Agreement will be in effect for a period of approximately
                  eight months, during which period approval of the requisite
                  Chinese governmental agencies will be sought for the
                  transaction between CFP and Great Wall. Upon receipt of the
                  relevant approvals (the "Closing"), it is the intention of CFP
                  and the Company that the Company is to provide substantially
                  the same services for a period covering the resolution of the
                  NPLs.

                  In addition to receiving servicing fees, including a fixed
                  monthly portion and a variable fee based on performance, the
                  servicing arrangement for the Huizhou transaction with CFP was
                  structured to allow the Company to participate in profit
                  sharing without investing in the pool of assets as previously
                  contemplated by the Company. This arrangement allows the
                  Company to defer any fund raising exercise to a later date
                  when the benefits of such exercise can be maximized. As most
                  of the servicing fees are payable after the Closing, the full
                  effect of the Agreement will only be reflected after the
                  Closing which is expected to occur in the second half of this
                  year.

                  The Agreement provides the basis for close cooperation between
                  the Company and CFP for the investment and resolution of
                  non-performing assets in the Chinese market. The Company is
                  currently evaluating its involvement in a series of NPLs
                  transactions and more transactions are expected in the near
                  future.

                  The Company reached agreement with Great Wall for the
                  employment of certain members from the existing Great Wall
                  team in Guangdong. The Company will continue to add talents to
                  complement the existing staff which possesses a good mix of
                  industry know-how and local knowledge. Management believes
                  that the combination of in-depth knowledge of China and
                  professional skills in the servicing industry will give the
                  Company a competitive edge in servicing NPLs in China.

                  Management believes that the new strategic direction of the
                  Company and the servicing arrangement with CFP will erase
                  doubts on the Company's operating as a going-concern. Barring
                  unforeseen circumstances, the Company is expected to have a
                  turn around in operating results in the second half of this
                  year. Management believes that the focus on NPLs in China will
                  form the basis of growth for the Company in the years to come.
                  The Company is currently evaluating its involvement in a
                  series of NPL transactions. The Company will focus on the NPL
                  business as its core business and its current e-business is
                  expected to diminish in importance with respect to revenue and
                  profit.

         (3)      After entering into the Agreement, 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 deal.

         (4)      Our current cash balances will not be sufficient to meet our
                  working capital and capital expenditure requirements for the
                  next six months. However, after the Company entered into the
                  Agreement as mentioned in section (2) above, within the coming
                  months the Company expects to receive fees on a regular basis,
                  which in management's opinion should be sufficient to meet the
                  Company's working capital and capital expenditure requirements
                  going forward. In addition, we may seek to raise funds by
                  offering debt or equity to the public. There is no guarantee
                  that we

                                       14
<PAGE>

                  will be able to raise the funds. Thereafter, we may need to
                  raise additional funds in order to meet funding requirements
                  of a more rapid expansion plan, potential acquisitions,
                  development of new or enhanced products or services, in
                  response to competitive pressures or to acquire technologies
                  or complimentary products or businesses.

         Quantitative And Qualitative Disclosures About Market Risk

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

         We expect to derive a significant portion of revenues in the form of
         Renminbi and, therefore, may be exposed to significant foreign currency
         risks in the future. During the three months ended March 31, 2004 and
         March 31, 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 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 result in
         an additional general and administrative expense in the period such
         determination was made.

                  We do not have any of the following:

                  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.

         Off-Balance Sheet Arrangements

         The Company has no off-balance sheet arrangements that have or are
         reasonably likely to have a current or future effect on the Company's
         financial condition, changes in financial condition, revenues or
         expenses, results of operations, liquidity, capital expenditures or
         capital resources that is material to the Company.


                                       15
<PAGE>

                                  RISK FACTORS

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

         Risks Relating To Our Business

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

         If we do not successfully address these risks and uncertainties, our
         business, operating results and financial condition will be materially
         adversely affected. In particular, the Company has limited previous
         experience in the loan servicing business. There is the risk that an
         established loan servicing company might expand into China and acquire
         a large market share of the loan servicing business. It is also
         possible that the services provided by the Company might not be
         competitive against a stronger and more experienced loan servicing
         company.

         GOVERNMENT APPROVAL

         The Agreement is an interim agreement which will be in effect for a
         period of approximately eight months, during which period approval of
         the requisite PRC governmental authorities will be sought for the
         transaction between CFP and Great Wall. There can be no assurance that
         such approvals will be granted or be granted on a timely basis. Failure
         to obtain the requisite approvals or to obtain the approvals on a
         timely basis will have a material adverse affect on our business,
         financial condition and operating results.

         DEPENDENCE ON CFP

         CFP is currently the Company's sole client for its loan servicing
         business. The loss of CFP as a client will have a material adverse
         affect on our business, financial condition and operating results. The
         Company's failure to attract and retain additional clients for loan
         servicing will have a material adverse affect on our business,
         financial condition and operating results.

         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.

                                       16
<PAGE>

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

         OUR MANAGEMENT HAS LIMITED EXPERIENCE OPERATING A PUBLIC COMPANY

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

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

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<PAGE>

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

         o        diluting security holders' ownership interest;

         o        causing us to incur additional debt; and

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

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

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

         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 customer 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

         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 INTERNET SERVICES AND REPUTATION MAY BE ADVERSELY AFFECTED BY
         SOFTWARE DEFECTS

         Our internet 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 internet business. We may not discover software defects that affect
         our services or enhancements until we deploy the software.

                                       18
<PAGE>

                    RISKS RELATING TO DOING BUSINESS IN CHINA

         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 internet business. 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.

         Any new legislation or regulation adopted by the PRC regarding the loan
         servicing business in the PRC, or the application or uncertainty
         relating to the application of existing laws and regulations to the
         loan servicing business, 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.

         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.

         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

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<PAGE>

         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.

         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.

                                       20
<PAGE>

         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" 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.


                                       21
<PAGE>

         Recently Issued Accounting Pronouncements

         There are no new accounting pronouncements for which adoption is
         expected to have a material effect on the Company's financial
         statements.


         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.



                                       22
<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 Executive Officer

         (b)      Reports on Form 8-K.

                  No reports on Form 8-K were filed during the quarter ended
March 31, 2004.




                                       23
<PAGE>



                                   SIGNATURES

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


Date: May 24, 2004
                                                    Chinawe.com Inc.
                                                    ----------------
                                                      (Registrant)


                                               By: /s/ Man Keung Wai
                                                   -----------------
                                                   Man Keung Wai
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)

                                               By: /s/ Vivian Chu
                                                   --------------
                                                   Vivian Chu
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)



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