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

                                   Form 10-KSB
            (Mark One)

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                        Commission file number: 000-29169

                                Chinawe.com Inc.
                                ----------------
                 (Name of small business issuer in its charter)

                California                                       95-4627285
                -----------------------------------------------------------
           (State or other jurisdiction of                  (I.R.S. Employer
          incorporation or organization)                   Identification No.)

    Room 7, 13/F, Block A Fuk Keung Industrial Building 66-68 Tong Mi Road,
                               Kowloon, Hong Kong
    -----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                    Issuer's telephone number: (852) 23810818
                                               --------------

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

                                      None

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

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of Class)


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes /X/ No//.

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /X /

     The issuer's revenues for the fiscal year ended December 31, 2004 were
RMB2,521,778 (US$304,324).







     The aggregate market value of the voting common equity held by
nonaffiliates (computed by reference to the closing price of such common equity)
on April 13, 2005 was approximately $2,174,591.

     The number of shares of common stock, par value $.001 per share,
outstanding as of April 1, 2005 was 43,800,000 shares.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

     Transitional Small Business Disclosure Format

     Yes___          No  X

Forward Looking Statements: This Form 10-KSB contains or incorporates by
reference certain statements that may be deemed "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, each as amended. All statements, other than
statements of historical facts, that address activities, events or developments
that the company intends, expects, projects, believes or anticipates will or may
occur in the future are forward-looking statements. Such statements are based on
certain assumptions and assessments made by management of the company in light
of its experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes to be appropriate.
The forward-looking statements included in this Form 10-KSB are also subject to
a number of material risks and uncertainties, including but not limited to
economic, competitive, governmental and technological factors affecting the
company's operations, markets, services and prices, and other factors discussed
in the company's filings under the Securities Act and the Exchange Act.
Stockholders and prospective investors are cautioned that such forward-looking
statements are not guarantees of future performance and that actual results,
developments and business decisions may differ from those envisaged by such
forward-looking statements.






                                     PART I

Item 1. Description of Business.

         Chinawe.com Inc. (the "Company", "Chinawe" or "we") (formerly known as
Neo Modern Entertainment Corp.), formed pursuant to the corporation laws of the
State of California on March 19, 1997, is engaged in the business of providing
loan servicing and other services relating to non-performing loans ("NPL" or
"NPLs") in The People's Republic of China ("PRC"), enabling e-commerce
transactions for small and medium-size producers of goods in the PRC for sale to
overseas wholesale customers, and managing assets located in the PRC by
attempting to expedite transactions between Chinese operators of these assets
and overseas purchasers and joint venturess.

         The Company's financial statements for the year ended December 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 year ended December 31, 2004, the Company reported a net
profit of RMB329,554 (US$39,769) and as of December 31, 2004 had a shareholders'
deficit and a working capital deficit of RMB8,421,548 (US$1,016,298) and
RMB8,456,623 (US$1,020,531), respectively. Although the Company has experienced
difficulty in meeting its liquidity needs, management of the Company is
confident that the following plans should address the issue of the Company
continuing as a going concern:




      (1)      In September 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 entered into the business of
               servicing non-performing loans, including but not limited to, asset
               auctions and asset securitizations.

      (2)      During the period ended December 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 NPLs in Huizhou,
               Guangdong Province, China to be purchased by CFP from Great Wall. The
               NPLs to be purchased are valued at US$242 million.

               The Agreement has been in effect while approval of the requisite
               Chinese governmental agencies was sought for the transaction between
               CFP and Great Wall. The final approval was received on April 1, 2005.
               It is the intention of CFP and the Company that a definitive agreement
               be entered into pursuant to which the Company is to provide
               substantially the same services for a period covering the resolution
               of the NPLs (the "Definitive Agreement"). Pursuant to PRC law, the
               Company has set up a new PRC subsidiary to service the NPLs under the
               Definitive Agreement. The Definitive Agreement is expected to be
               signed within the next month but there can be no assurance, however,
               that CFP will enter into the Definitive Agreement.

               In addition to receiving servicing fees, including a fixed monthly
               portion and a viable 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 execution of the
               Definitive Agreement, the full effect of the Agreement will only be
               reflected after such execution. To date, CFP has paid the Company the
               US$100,000 signing fee required by the Agreement. In addition to the
               servicing fees, CFP is obligated to pay the Company the sum of
               US$150,000 after the execution of the Definitive Agreement.





               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.



                                       2



               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 talent 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. 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 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)      Upon entering into the Definitive Agreement, the Company expects to
               issue an aggregate of five to ten million shares of its common stock
               to various finders as compensation for their efforts and contributions
               in connection with the Definitive Agreement.

      (4)      Having entered into the Agreement as mentioned in section (2) above,
               the Company has received fees on a regular basis, which have been
               sufficient to meet the Company's working capital and capital
               expenditure requirements until the present time. Assuming the
               Definitive Agreement is executed, 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. However, 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 business. There is no
               guarantee that we will be able to raise such funds.


         Chinawe currently provides an e-marketplace for business-to-business
e-commerce services for buyers and suppliers of products made in China. The
Company's services enable buyer and supplier members to efficiently and
cost-effectively buy and sell products in an open e-marketplace. Chinawe
provides product/suppliers search engines, a message board, sample sale, factory
outlet and business-related services covering the entire product sales
lifecycle.

         Business-to-business activities focus on deriving revenue from one or
more of (a) membership fees from members; (b) commissions from the sale of goods
sold by members; (c) advertising revenues generated from banner advertising on
the website; and (d) advisory and other consulting services. The portal
established by Chinawe is based in Hong Kong so that Chinawe believes that it is
not subject to restrictions on foreign ownership imposed by the PRC.

         The Company has 15 employees.

         At present, there is limited competition in the provision of servicing
NPLs in China.

         At present, CFP is the only client for whom the Company performs loan
servicing and other services relating to NPLs.

                                       3



Item 2.  Description of Property.

         The Company's headquarters are located in Hong Kong. It has a branch
office in Guangzhou, the capital of Guangdong Province of China.

Item 3.  Legal Proceedings.

         We are not engaged in any litigation or governmental proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were submitted to a vote of security holders during the
quarter ended December 31, 2004.

                                     Part II

Item 5.  Market for Common Equity, Related Stockholder Matters and Small
         Business Issuer Purchases of Equity Securities.

         Market Information:

(a)      Trading in our shares of Common Stock presently takes place on the OTC
Bulletin Board under the symbol "CHWE".

         The following table sets forth the range of high and low bids for our
Common Stock for our two most recent fiscal years.

                                                           High            Low
                                                           ----            ---
2004
----
January 1, 2004 - March 31, 2004                           .21             .09
April 1, 2004- June 30, 2004                               .26             .09
July 1, 2004- September 30, 2004                           .16             .09
October 1, 2004- December 31, 2004                         .12             .08

2003
----
January 1, 2003 - March 31, 2003                           .12             .02
April 1, 2003 - June 30, 2003                              .07             .03
July 1, 2003 - September 30, 2003                          .30             .04
October 1, 2003 - December 31, 2003                        .18             .08

         The foregoing quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

         On April 13, 2005, our shares of common stock was quoted at $.10 per
share.

(b)      The number of holders of our Common Stock was 106 on December 31, 2004,
computed by the number of record holders, inclusive of holders for whom shares
are being held in the name of brokerage houses and clearing agencies.

                                       4


(c)      We have not paid any cash dividends with respect to our Common Stock,
nor does our Board of Directors intend to declare cash divideds on our Common
Stock in the foreseeable future, in order to conserve cash for working capital
purposes.

Item 6.  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-KSB. 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

         The Company's financial statements for the year ended December 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 year ended December 31, 2004, the Company reported a net
profit of RMB329,554 (US$39,769) and as of December 31, 2004 had a shareholders'
deficit and a working capital deficit of RMB8,421,548 (US$1,016,298) and
RMB8,456,623 (US$1,020,531), respectively.

         Year Ended December 31, 2004 compared to the Year Ended December 31,
2003

         Revenues. Income for the year ended December 31, 2004 was RMB2,521,778
as compared to subscription and service income of RMB421,970 for the year ended
December 31, 2003, an increase of 498%. As a result of focusing on the new
business of providing services relating to the management of non-performing
loans as discussed in "Liquidity and Capital Resources" below, revenue earned
from the e-commerce business has continued to decrease while the Company earned
income from such new business of RMB2,238,689 for the year ended December 31,
2004. Other income for the year ended December 31, 2004 was RMB21,424 as
compared to other income of RMB56 for the year ended December 31, 2003, an
increase of 383 times. The increase is due to the write back of rental expenses
overprovided for in the fiscal year ended December 31, 2003.

         Expenses. Administrative and general expenses for the year ended
December 31, 2004 were RMB1,815,230 as compared to RMB1,946,773 for the year
ended December 31, 2003, a decrease of 7%, resulting mainly from the decrease in
rental expense of RMB131,738 during the year. 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 RMB236,278 payable to such director in this year compared to
RMB172,082 in 2003.

         Taxation. Income tax expense for the year ended December 31, 2004
amounted to RMB100,499. The amount represents PRC enterprise income tax charged
on the deemed profit from the asset management and related services earned in
the PRC.

         As a consequence of the foregoing, we had a profit from operations for
the year ended December 31, 2004 of RMB649,201 as compared to a loss from
operations of RMB1,672,851 for the year ended December 31, 2003. Our net income
for the year ended December 31, 2004 was RMB329,554 as compared to a net loss of
RMB1,851,771 for the year ended December 31, 2003.


                                       5


Factors That May Affect Future Results

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

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

Fluctuations in Quarterly Results

         We have incurred operating losses since inception, and have only
recently achieved profitability. We believe that future operating results will
be subject to quarterly fluctuations due to a variety of factors, including, but
not limited to:

          o    Government regulation;

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

          o    Pricing policies of competitors; and

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

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 year ended December 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 year ended December 31, 2004, the Company
reported a net profit of RMB329,554 (US$39,769) and as of December 31, 2004 had
a shareholders' deficit and a working capital deficit of RMB8,421,548
(US$1,016,298) and RMB8,456,623 (US$1,020,531), respectively. Although the
Company has experienced difficulty in meeting its liquidity needs, management of
the Company is confident that the following plans should address the issue of
the Company continuing as a going concern:

                                       6


          (1) In September 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 entered into the business of
          servicing non-performing loans, including but not limited to, asset
          auctions and asset securitizations.

          (2) During the period ended December 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 NPLs
          in Huizhou, Guangdong Province, China to be purchased by CFP from
          Great Wall. The NPLs to be purchased are valued at US$242 million.

          The Agreement has been in effect while approval of the requisite
          Chinese governmental agencies was sought for the transaction between
          CFP and Great Wall. The final approval was received on April 1, 2005.
          It is the intention of CFP and the Company that the Definitive
          Agreement be entered into pursuant to which the Company is to provide
          substantially the same services for a period covering the resolution
          of the NPLs. Pursuant to PRC law, the Company has set up a new PRC
          subsidiary to service the NPLs under the Definitive Agreement. The
          Definitive Agreement is expected to be signed within the next month
          but there can be no assurance, however, that CFP will enter into the
          Definitive Agreement.

          In addition to receiving servicing fees, including a fixed monthly
          portion and a viable 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 execution of the
          Definitive Agreement, the full effect of the Agreement will only be
          reflected after such execution. To date, CFP has paid the Company the
          US$100,000 signing fee required by the Agreement. In addition to the
          servicing fees, CFP is obligated to pay the Company the sum of
          US$150,000 after the execution of the Definitive Agreement.

          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.


                                       7



          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 talent 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. 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 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) Upon entering into the Definitive Agreement, the Company expects
          to issue an aggregate of five to ten million shares of its common
          stock to various finders as compensation for their efforts and
          contributions in connection with the Definitive Agreement.

          (4) Having entered into the Agreement as mentioned in section (2)
          above, the Company has received fees on a regular basis, which have
          been sufficient to meet the Company's working capital and capital
          expenditure requirements until the present time. Assuming the
          Definitive Agreement is executed, 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. However, 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 business. There is no
          guarantee that we will be able to raise the funds.

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 fiscal years ended December 31, 2004 and December 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.

         The Company generally recognizes online subscription and service income
and assets management and related services income when persuasive evidence of an
arrangement exists, services are rendered, the fee is fixed or determinable, and
collectibility is probable.

         Subscription and service income receivable from members is recognized
over the period of subscription and to the extent of services rendered in
accordance with the terms of agreements.

         Asset management and related services income is recognized when
services are rendered in accordance with the terms of agreements.

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

                                       8


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.

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 HAVE ONLY RECENTLY ACHIEVED PROFITABILITY AND WE
MAY NOT SUSTAIN PROFITABILITY

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

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

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


                                       9





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;

          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.

                                       10






RISK RELATING TO DOING BUSINESS IN CHINA

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.

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.

                                       11


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.

Item 7.  Financial Statements.

         The financial statements require by this Item are set forth at pages
indicated in Item 13 following page 18 of this Report.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         Not applicable.

Item 8A. Controls and Procedures.

         (a)  Evaluation of Disclosure Controls and Procedures

         Disclosure controls and procedures are designed to ensure the
         reliability of financial statements and other disclosures included in
         this report. As of the end of the fiscal year ended December 31, 2004,
         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-15. Based
         upon that

                                       12


         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 ("SEC") 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.
         Management is aware that there is a lack of segregation of duties due
         to the small number of employees dealing with general administrative
         and financial matters. However, management has decided that considering
         the employees involved and the control procedures in place, risks
         associated with such lack of segregation are insignificant and the
         potential benefits of adding employees to clearly segregate duties do
         not justify the expenses associated with such increases.


Item 8B. Other Information.

         Not applicable.


                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

Management

         The following sets forth information regarding our executive officers,
directors and other key employees:



Name                               Nationality     Age    Title
----                               -----------     ---    -----


Mr. Wai, Man Keung Alan            Hong Kong       44     Chief Executive Officer, Chairman of the Board
                                                          and President
Mr. Wai, Man Ying Ken              Canadian        39     Vice President, Director
Mr. Yiu, Barry                     Chinese         40     Vice President, Director
Ms. Chu,Vivian Wai Wa              Australian      34     Chief Financial Officer, Secretary and Director
Mr. Lee, Conway Kong Wai           Australian      49     Non-executive Director



         The following is a brief account of the business experience of the
above mentioned individuals. References to "our Company" and "since its
incorporation" in the following description refer to Gonet Associates Limited
and affiliates and not Neo Modern Entertainment Corp. ("Neo Modern") as it
existed prior to the merger of Chinawe.com Inc., a Delaware corporation, with
and into Neo Modern on March 15, 2001.

Mr. Wai, Man Keung Alan is the founder of our Company and has been the Chairman,
CEO & President of our Company since its incorporation. He is responsible for
our overall strategic planning and development. Mr. Wai has over 15 years of
entrepreneur experience in business development and administration. Prior to
founding Welcon Info-Tech in 1997, Mr. Wai was engaged in the property
development and construction industry for over 15 years. Under his leadership
and management, the Group has grown and expanded quickly in Hong Kong and China.
To seize the great opportunities in the booming IT market in China and Hong
Kong, Mr. Wai established Welcon Info-Tech Limited in Hong Kong in 1997.

                                       13


Mr. Wai, Man Ying Ken is the co-founder and Vice President of our Company since
its incorporation. Prior to his current position, Mr. Wai was a board director
and marketing of a Hong Kong-based company specializing in property development
and construction since 1995. Under his directorship, the company has enjoyed
consistent and rapid sales growth over the years. Mr. Wai is specialized in
marketing and sales management. In 1997, he co-founded Welcon Info-Tech Limited
with his elder brother, Mr. Wai Man Keung Alan. He studied General Science at
the University of Waterloo, Canada.

Mr. Barry Yiu, our Vice President has over 15 years of experience in business
development, strategic planning, financing management and government relations
with strong geographic focus in China. Prior to joining the Company, Mr. Yiu has
been engaged in several reputable companies in Hong Kong and China involving
sizable developments and investments. Mr Yiu obtained his Bachelor degree from
the University of Toronto, Canada in 1983 and his Master of Business
Administration degree (major in Finance) from McMaster University in Hamilton,
Canada in 1985.

Ms. Chu, Vivian Wai Wa has been our Chief Secretary and a Director since she
joined us in 1997. She became Chief Financial Officer in August 2002. She has
accumulated her skills from managing diversified areas and is responsible for
the Company's administrative affairs. She obtained her degrees (Bachelor of
Economics and Bachelor of Arts in Asian Studies) from The Australian National
University in 1992. Ms. Chu is the spouse of Mr. Wai Man Ying Ken.

Other Employees

Mr. Lee, Conway Kong Wai has been a Non-executive Director since 1999. Mr. Lee
is a practicing accountant with one of the big five accounting firms. He has
over 20 years experience in audit, accounting & financial management. He is a
member of the Institute of Chartered Accountants in Australia, the Chartered
Association of Certified Accountants, and the Hong Kong Society of Accountants.
Mr. Lee obtained his Bachelor degree in the UK and his postgraduate diploma in
Australia.

Mr. Ng, Yuet Tong Jeffrey, is our Director of Technology, responsible for our
development of technology. He has 10 years experience in the IT industry. Prior
to joining our Company in 1997, Mr. Ng was the system engineer with a HK local
software company directly responsible for development technology and project
management. Before that, Mr. Ng was a Senior System Support with Bond Network
Limited. He graduated from Chai Wan Technical Institute, Hong Kong, where he
studied Computer Sciences.

Ms. Feng, Ming Xian, is our Finance Manager. She is responsible for routine
accounting matters of the group. Prior to joining our Company in 1998, she was
an accountant of a multinational company in Guangzhou for more than 3 years.

         Each of the Company's executive officers is to serve until the next
Annual Meeting of Shareholders or until his or her earlier resignation or
removal.

Section 16(a) Beneficial Ownership Reporting Compliance

         Under Federal securities laws, the Company's directors, its executive
officers and any person holding more than 10% of the Company's common stock are
required to report their ownership of the Company's common stock and any changes
in that ownership to the SEC on the SEC's Forms 3, 4 and 5. Based on the Company
not having recieved copies of such forms, the Company believes that no officers,
directors and owners of greater than 10% of the Company's common stock engaged
in any transactions in the Company's common stock during the fiscal year ended
December 31, 2004.


                                       14


Code of Ethics

         The Company has adopted a Code of Ethics that applies to all of its
directors, officers (including its Chief Executive Officer, Chief Financiual
Officer, Controller and any person performing similar functions) and employees.
The Company has filed a copy of this Code of Ethics as Exhibit 14 to its Annual
Report on Form 10-KSB for the year ended December 31, 2003.

Audit Committee Financial Expert.

         The Company does not have a standing Audit Committee and, accordingly,
does not have an "Audit Committee Financial Expert" within the meaning of the
rules and regulations of the SEC.

Item 10.  Executive Compensation.

         The following table sets forth for the fiscal year indicated the
compensation paid by our Company to the Chief Executive Officer. No other
executive officer received a total annual salary and bonus exceeding $100,000.



Name and Principal Position                     Year               Salary

Man Keung Alan Wai                              2004               $0

                                                2003                0

                                                2002                0

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.

         The following table sets forth information as of April 1, 2005,
regarding the beneficial ownership of Common Stock of (1) each person or group
known by us to beneficially own 5% or more of the outstanding shares of Common
Stock, (2) each director and officer and (3) all executive officers and
directors as a group. Unless otherwise noted, the persons named below have sole
voting and investment power with respect to the shares shown as beneficially
owned by them.



                                                                                Percent of Outstanding
Name of Beneficial Owner (1)             Amount of Beneficial Ownership         Shares of Class Owned
----------------------------             ------------------------------         ---------------------

Gonet Associates Ltd.                               22,054,090                                 55.1
Man Keung  Alan Wai (2)                             22,054,090                                 55.1
Man Ying Ken Wai                                             0                                  0
Barry Yiu                                                    0                                  0
Vivian Wai Wa Chu                                            0                                  0
Charter One Investments Limited(3)                   3,800,000                                  8.7
All officers  and  directors as a group             22,054,090                                 55.1
(through ownership of Gonet)(4 persons)


1. The address for each of the officers and directors of the Company is c/o our
corporate headquarters in Hong Kong.

                                       15


2. Man Keung Wai, through his control of Gonet Associates Ltd., beneficially
owns the shares of Common Stock held by Gonet.

3. The address for Charter One Investments Limited is P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands.


         The following table sets forth information as of December 31, 2004 with
respect to compensation plans (including individual compensation arrangements)
under which shares of the Company's Common Stock are authorized for issuance:


                      Equity Compensation Plan Information



                                                                                          Number of securities
                                                                                         remaining available for
                                                                                          future issuance under
                                     Number of securities to      Weighted-average         equity compensation
                                     be issued upon exercise      exercise price of         plans (excluding
                                     of outstanding options,    outstanding options,     securities reflected in
                                       warrants and rights       warrants and rights           column (a))


          Plan category                        (a)                       (b)                       (c)

          Equity compensation plans
          approved by security
          holders                                       0                    N/A                           0

          Equity compensation plans
          not approved by security
          holders                                       0                    N/A                   5,000,000

          Total                                         0                    N/A                   5,000,000



         On July 25, 2001, the Board of Directors adopted the 2001 Restricted
Stock Plan (the "Plan"). The purpose of the Plan is to promote the long-term
growth of the Company by making awards of Common Stock to key employees and
directors of the Company or its subsidiaries.

         The Plan is administered by the Board of Directors (the "Board"). The
Board is authorized, subject to the provisions of the Plan, to (i) select the
participants; (ii) determine the number of shares of Common Stock to be awarded
to each of the participants and the terms and conditions on which such awards
will be made; (iii) establish from time to time regulations for the
administration of the Plan; (iv) interpret the Plan; and (v) make all
determinations deemed necessary or advisable for the administration of the Plan.

         5,000,000 shares of Common Stock are reserved for award under the Plan.
At the time of an award of restricted stock, the Board will establish for each
participant one or more restricted periods during which shares of Common Stock
awarded under the Plan may not be sold, assigned, transferred, pledged or
otherwise disposed of or encumbered, except as described below; provided,
however, that the Board may, in its discretion, accelerate such restricted
periods with respect to outstanding awards of restricted stock. Except for such
restrictions, the participant as owner of restricted stock shall have all

                                       16


the rights of a stockholder including but not limited to the right to receive
all dividends paid on such shares and the right to vote such shares.

         Upon the death, retirement or permanent disability of a participant,
upon the involuntary termination by the Company or any subsidiary for reasons
other than cause, or upon the sale of assets of the Company or the merger or
consolidation of the Company with another corporation and the terms of such
sale, merger or consolidation do not entitle the participant to shares of the
purchasing, surviving or resulting corporation, all of such shares shall be free
of such restrictions. If the participant ceases to be an employee of the Company
or its subsidiaries for any other reason, then all unvested shares of restricted
stock therefore awarded to him, will upon such termination of employment be
forfeited and returned to the Company and available for award to another
participant.

         An award of restricted stock shall not be effective unless the
participant enters into an agreement with the Company in a form specified by the
Board agreeing to the terms, conditions and restrictions of the award and such
other matters as the Board shall in its sole discretion determine.

         At the expiration of a restricted period, the Company will deliver to
the participant (or his legal representatives, beneficiaries or heir) the
certificates of Common Stock held by the Company for which such restricted
period has terminated.

         The aggregate number of shares of Common Stock which may be awarded
under the Plan will be appropriately adjusted for any increase or decrease in
the total number of shares of the Company's Common Stock resulting from a
division or combination of shares or other capital adjustment; or resulting from
the payment of a stock dividend, or other increase or decrease in such shares by
the Company.

         The Board of Directors may amend the Plan from time to time in such
respects as the Board of Directors may deem advisable, provided that no change
may be made in any award theretofore granted which would impair the rights of a
participant, without consent of the participant. The Board may amend agreements
between participants and the Company from time to time as the Board may deem
advisable, provided that no change may be made in any award theretofore granted
which would impair the rights of a participant without the written consent of
the Participant.

         The Board of Directors may at any time terminate the Plan. Any such
termination will not affect awards already in effect and such awards shall
remain in full force and effect as if the Plan had not been terminated.

         No awards may be made under the Plan subsequent to December 31, 2011.
No awards have been made under the Plan as of the date of this Annual Report.

Item 12.  Certain Relationships and Related Transactions.

          None.

Item 13.  Exhibits.

Documents filed as part of this Report:

1. Financial Statements of Chinawe.com Inc.:

          Report of Independent Registered Public Accounting Firm
          Consolidated Statements of Operations
          Consolidated Balance Sheet

                                       17


          Consolidated Statements of Changes in Stockholders' Deficit
          Consolidated Statements of Cash Flows
          Notes to and Forming Part of the Financial Statements


2. Exhibits and Index:



              Exhibit
              No.                  Description

              3.(i)                Articles of Incorporation. (1)
              3.(ii)               By-Laws. (1)
              3.(iii)              Merger Agreement & Plan of Reorganization dated as of October 17, 2000 (2)
              10.1                 Chinawe.com Inc. 2001 Restricted Stock Plan (3)
              10.2                 Services Agreement dated April 29, 2004, by and between Citigroup Financial Products
                                   Inc. and Chinawe.com Inc. (4)
              14                   Code of Ethics (5)
              21                   Subsidiaries
              23.1                 Consent of Moores Rowland Mazars
              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


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

         1 Filed as an exhibit to our Company's Form 10-SB, as filed with the
         Securities and Exchange Commission on May 19, 2000 and hereby
         incorporated by reference herein.
         2 Filed as an exhibit to our Company's Information Statement, as filed
         with the Securities and Exchange Commission on February 12, 2001 and
         hereby incorporated by reference herein.
         3 Filed as an exhibit to our Company's Form S-8, as filed with the
         Securities and Exchange Commission on October 17, 2001 and hereby
         incorporated by reference herein.
         4 Filed as an exhibit to our Company's Quarterly Report on Form 10-QSB,
         as filed with the Securities and Exchange Commission on August 23, 2004
         and incorporated by reference herein.
         5 Filed as an exhibit to our Company's Annual Report on Form 10-KSB, as
         filed with the Securities and Exchange Commission on April 14, 2004 and
         hereby incorporated by reference herein

         Item 14.  Principal Accountant Fees and Services.

         Audit Fees.

                  The aggregate fees billed for the fiscal years ended December
         31, 2004 and 2003 for professional services rendered by Moores Rowland
         Mazars for the audit of the annual financial statements and the review
         of the financial statements included in our quarterly reports on Form
         10-QSB were $23,500 and $22,500, respectively.


                                       18




         Audit-Related Fees.

                  The aggregate fees billed for the fiscal years ended December
         31, 2004 and 2003 for assurance and related services rendered by Moores
         Rowland Mazars related to the performance of the audit or review of our
         financial statements were $0 and $0, respectively.

         Tax Fees.

                  The aggregate fees billed for the fiscal years ended December
         31, 2004 and 2003 for services rendered by Moores Rowland Mazars in
         connection with the preparation of our tax returns were $0 and $0,
         respectively.

         All Other Fees

                  Moores Rowland Mazars did not provide any other services to
         the Company in either of the fiscal years ended December 31, 2004 and
         December 31, 2003.


                                       19

CHINAWE.COM INC.

INDEX TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Years ended December 31, 2004 and 2003


                                    CONTENTS



Report of Independent Registered Public Accounting Firm                    F1

Consolidated Statements of Operations                                      F2

Consolidated Balance Sheet                                                 F3

Consolidated Statements of Changes in Stockholders' Deficit                F4

Consolidated Statements of Cash Flows                                      F5

Notes to and Forming Part of the Financial Statements                   F6 - F12









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and the Board of Directors of
CHINAWE.COM INC.




We have audited the accompanying consolidated balance sheet of Chinawe.com Inc.
as of December 31, 2004 and the related consolidated statements of operations,
changes in stockholders' deficit and cash flows for the years ended December
2004 and 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2004 and the results of its operations and its cash flows for the years ended
December 2004 and 2003, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2(b) to the
financial statements, the Company had negative working capital and stockholders'
deficit as of December 31, 2004 of RMB8,456,623 (US$1,020,531) and RMB8,421,548
(US$1,016,298) respectively, which raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
described in Note 2(b). The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.







/s/ MOORES ROWLAND MAZARS
Chartered Accountants
Certified Public Accountants
Hong Kong
April 14, 2005


                                      F-1



CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------




                                                                              YEAR ENDED DECEMBER 31,
                                                              ---------------------------------------------------------
                                                     NOTE               2004                  2004                2003
                                                                         US$                   RMB                 RMB

OPERATING REVENUES
On-line services                                                      34,163               283,089             421,970
Asset management and related services                                270,161             2,238,689                   -
                                                            ----------------      ----------------    ----------------

                                                                     304,324             2,521,778             421,970

Depreciation                                                          (6,921)              (57,347)           (148,048)
Administrative and general expenses                                 (219,059)           (1,815,230)         (1,946,773)
                                                              ----------------      ----------------    ---------------

INCOME (LOSS) FROM OPERATIONS                                         78,344               649,201          (1,672,851)

NON-OPERATING INCOME (EXPENSE)
Interest                                                             (29,032)             (240,572)           (178,976)
Other income                                                           2,585                21,424                  56
                                                              ----------------      ----------------    ---------------

INCOME (LOSS) BEFORE INCOME TAXES                                     51,897               430,053          (1,851,771)

Income tax expense                                                   (12,128)             (100,499)                  -
                                                              ----------------      ----------------    ---------------

NET INCOME (LOSS)                                                     39,769               329,554          (1,851,771)
                                                              ================      ================    ===============

Basic and diluted net income (loss) per share of
   common stock                                      2(i)               0.00                  0.01               (0.05)
                                                              ================      ================    ===============

Weighted average number of shares of common
   stock outstanding                                              43,156,284            43,156,284          40,000,000
                                                              ================      ================    ===============




The accompanying notes are an integral part of these financial statements.
--------------------------------------------------------------------------------

                                       F-2



CHINAWE.COM INC.

CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------




                                                                                           AS OF DECEMBER 31, 2004
                                                                                    ------------------------------------
ASSETS                                                                    NOTE                 US$                RMB

CURRENT ASSETS
Cash and cash equivalents                                                                   14,929            123,712
Accounts receivable, net of allowance for doubtful accounts of
    RMB17,176 (US$2,073)                                                                    12,021             99,612
Prepayments, deposits and other debtors                                                      3,735             30,954
                                                                                    ---------------    -----------------

TOTAL CURRENT ASSETS                                                                        30,685            254,278

Property, plant and equipment, net                                         3                 4,233             35,075
                                                                                    ---------------    -----------------

TOTAL ASSETS                                                                                34,918            289,353
                                                                                    ===============    =================


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Customer deposits received                                                                  15,018            124,447
Accrued expenses and other current liabilities                                             148,436          1,230,017
Current portion of long-term debt                                          4                 6,422             53,216
Due to related parties                                                     6               869,212          7,202,722
Income tax payable                                                                          12,128            100,499
                                                                                    ---------------    -----------------

TOTAL CURRENT LIABILITIES                                                                1,051,216          8,710,901
                                                                                    ---------------    -----------------

STOCKHOLDERS' 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                                        42,417            351,491
Capital in excess of par                                                                    85,948            712,211
Accumulated losses                                                                      (1,145,721)        (9,494,013)
Accumulated other comprehensive income                                                       1,058              8,763
                                                                                    ---------------    -----------------

Total stockholders' deficit                                                             (1,016,298)        (8,421,548)
                                                                                    ---------------    -----------------

Total liabilities and stockholders' deficit                                                 34,918            289,353
                                                                                    ===============    =================




The accompanying notes are an integral part of these financial statements.
--------------------------------------------------------------------------------

                                       F-3





CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------




                                      COMMON STOCK
                               ---------------------------
                                                                                                 ACCUMULATED
                                                                                                       OTHER
                                                              ADDITIONAL                       COMPREHENSIVE
                                      NUMBER                     PAID-IN       ACCUMULATED            INCOME
                                   OF SHARES      AMOUNT         CAPITAL            LOSSES            (LOSS)         TOTAL
                                                     RMB             RMB               RMB               RMB           RMB



Balance as of January 1, 2003     40,000,000     320,000       (319,198)       (7,971,796)            16,924    (7,954,070)

Comprehensive loss:
   Net loss for the year                   -           -              -        (1,851,771)                 -    (1,851,771)
   Currency translation
   adjustment                              -           -              -                 -            (15,910)      (15,910)
                                  -----------   ---------    -----------       -----------       ------------  ------------

Total comprehensive loss                                                                                        (1,867,681)
                                                                                                                -----------
Balance as of December 31,
   2003                           40,000,000     320,000       (319,198)       (9,823,567)             1,014    (9,821,751)

Issuance of shares for
   settlement of loan              3,800,000      31,491      1,031,409                 -                  -     1,062,900

Comprehensive income:
   Net income for the year                 -           -              -           329,554                  -       329,554
   Currency translation
   adjustment                              -           -              -                 -              7,749         7,749
                                  -----------   ---------    -----------       -----------       ------------  ------------

Total comprehensive income                                                                                         337,303
                                                                                                               ------------
BALANCE AS OF DECEMBER 31,
   2004                           43,800,000     351,491        712,211        (9,494,013)             8,763    (8,421,548)
                                  ===========   =========    ===========       ===========       ============  ============


BALANCE AS OF DECEMBER 31,
   2004                                  US$      42,417         85,948        (1,145,721)             1,058    (1,016,298)
                                                =========    ===========       ===========       ============  ============



The accompanying notes are an integral part of these financial statements.
--------------------------------------------------------------------------------

                                       F-4






CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------




                                                                              YEAR ENDED DECEMBER 31,
                                                              ---------------------------------------------------------
                                                                         2004                2004               2003
                                                                          US$                 RMB                RMB

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                      39,769             329,554         (1,851,771)
Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
    Depreciation                                                        6,921              57,347            148,048
    Exchange gain on settlement of loan                                  (349)             (2,900)                 -
    Changes in operating assets and liabilities:
       Accounts receivable, net                                       (10,000)            (82,865)             1,601
       Prepayments, deposits and other debtors                          3,922              32,502             (1,159)
       Customer deposits received                                      (6,138)            (50,865)           (57,433)
       Accrued expenses and other current liabilities                  20,484             169,740            (33,848)
       Income tax payable                                              12,128             100,499                  -
                                                              -----------------   -----------------    ----------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                    66,737             553,012         (1,794,562)
                                                              -----------------   -----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment                              (4,370)            (36,220)            (9,125)
                                                              -----------------   -----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt                                            (6,090)            (50,470)           (47,866)
Advance from related parties                                          243,450           2,017,351          3,634,949
Repayment to related parties                                         (305,930)         (2,535,088)        (1,663,180)
Loan from director                                                      4,365              36,166                  -
                                                              -----------------   -----------------    ----------------

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                   (64,205)           (532,041)         1,923,903
                                                              -----------------   -----------------    ----------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                   (1,838)            (15,249)           120,216
Cash and cash equivalents, beginning of year                           16,800             139,218             18,953
Effect of exchange rate changes                                           (33)               (257)                49
                                                              -----------------   -----------------    ----------------

CASH AND CASH EQUIVALENTS, END OF YEAR                                 14,929             123,712            139,218
                                                              =================   =================    ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                                                    518               4,289              6,894
                                                              =================   =================    ================

NON-CASH TRANSACTION
Issuance of 3,800,000 shares of common stock of the
    Company for settlement of a loan from a related party             128,269           1,062,900                   -
                                                              =================   =================    ================





The accompanying notes are an integral part of these financial statements.
--------------------------------------------------------------------------------

                                       F-5






CHINAWE.COM INC.

NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS

         Chinawe.com Inc. ("Chinawe") was incorporated under the laws of the
         State of California. After recapitalization in 2001, Chinawe and its
         subsidiaries (collectively referred to as the "Company") are engaged in
         the business of enabling e-commerce transactions for small and
         medium-size producers of goods in Mainland China for sale to overseas
         wholesale customers, and managing assets located in the People's
         Republic of China ("PRC").


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)   Basis of accounting

               The financial statements have been prepared in accordance with
               generally accepted accounting principles in the United States of
               America ("US"). The financial statements are presented in
               Renminbi ("RMB") which is the Company's functional currency as
               the Company's operations are primarily located in the PRC.

         (b)   Going concern considerations

               The Company's financial statements for the year ended December
               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. As
               of December 31, 2004, the Company had negative working capital
               and stockholders' deficit of RMB8,456,623 (US$1,020,531) and
               RMB8,421,548 (US$1,016,298) respectively, which raise substantial
               doubt about its ability to continue as a going concern.
               Management's plans to address these concerns are set out in Item
               6 of this Form 10-KSB under the heading "Management Discussion
               and Analysis or Plan of Operation - Liquidity and capital
               resources".

         (c)   Principles of consolidation

               The financial statements include the accounts of Chinawe and its
               subsidiaries. All material inter-company balances and
               transactions have been eliminated on consolidation.

         (d)   Cash and cash equivalents

               The Company considers all highly liquid investments purchased
               with an original maturity of three months or less that are
               readily convertible into known amount of cash to be cash
               equivalents.

         (e)   Property, plant and equipment

               Property, plant and equipment are stated at cost less accumulated
               depreciation.

               Depreciation is calculated on a straight-line basis to write off
               the cost of each asset using annual percentage rates as follows:

                           Leasehold improvements             50%
                           Computer equipment                 30%
                           Motor vehicles                     30%



                                      F-6





2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (f)   Accounting for the impairment of long-lived assets

               The long-lived assets held and used by the Company are reviewed
               for impairment whenever events or changes in circumstances
               indicate that the carrying amount of assets may not be
               recoverable. It is reasonably possible that these assets could
               become impaired as a result of technology or other industry
               changes. Determination of recoverability of assets to be held and
               used is by comparing the carrying amount of an asset to future
               net undiscounted cash flows to be generated by the assets. If
               such assets are considered to be impaired, the impairment to be
               recognized is measured by the amount by which the carrying amount
               of the assets exceeds the fair value of the assets. Assets to be
               disposed of are reported at the lower of the carrying amount or
               fair value less costs to sell.

         (g)   Revenue recognition

               The Company generally recognizes online subscription and service
               income and assets management and related services income when
               persuasive evidence of an arrangement exists, services are
               rendered, the fee is fixed or determinable, and collectibility is
               probable.

               Subscription and service income receivable from members is
               recognized over the period of subscription and to the extent of
               services rendered in accordance with the terms of agreements.

               Asset management and related services income is recognized when
               services are rendered in accordance with the terms of agreements.

         (h)   Income taxes

               Provision for income and other taxes has been made in accordance
               with the tax rates and laws in which the Company operates.

               Deferred tax assets and liabilities are recognized for the future
               tax consequences attributable to differences between the
               financial statements carrying amounts of existing assets and
               liabilities and their respective tax bases. Deferred tax assets
               and liabilities are measured using enacted tax rates expected to
               apply to taxable income in the years in which those temporary
               differences are expected to be recovered or settled.

         (i)   Loss per common share

               Statement of Financial Accounting Standard ("SFAS") No. 128,
               "Earnings per Share", requires dual presentation of basic and
               diluted earnings per share ("EPS") with a reconciliation of the
               numerator and denominator of the EPS computations. Basic earnings
               per share amounts are based on the weighted average shares of
               common stock outstanding. Diluted earnings per share assume the
               conversion, exercise or issuance of all potential common stock
               instruments such as options, warrants and convertible securities,
               unless the effect is to reduce a loss or increase earnings per
               share. The Company had no potential common stock instruments
               which would result in diluted earnings per share in 2004 or 2003.


                                      F-7





2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (j)   Foreign currency translation

               Transactions in currencies other than functional currencies 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.

               For illustrative purposes, the exchange rate adopted for the
               presentation of financial information as of and for the year
               ended December 31, 2004 has been made at RMB8.2865 to US$1.00 No
               representation is made that the RMB amounts could have been, or
               could be, converted into United States Dollars at that rate on
               December 31, 2004 or at any other rate.

         (k)   Use of estimates

               The preparation of financial statements in conformity with
               accounting principles generally accepted in the US requires
               management to make estimates and assumptions that affect the
               reported amounts of assets and liabilities and the disclosure of
               contingent assets and liabilities at the date of the financial
               statements and the reported amounts of revenues and expenses
               during the reporting period. Such estimates includes provisions
               for doubtful accounts, sales returns and allowances, long-lived
               assets and deferred incomes taxes. Actual results could differ
               from those estimates.

         (l)   Fair value of financial instruments

               The estimated fair values for financial instruments under SFAS
               No. 107, "Disclosures about Fair Value of Financial Instruments",
               are determined at discrete points in time based on relevant
               market information. These estimates involve uncertainties and
               cannot be determined with precision. The estimated fair values of
               the Company's financial instruments, which includes cash,
               accounts receivable and accounts payable, approximate their
               carrying value in the financial statements.

         (m)   Comprehensive income (loss)

               SFAS No. 130, "Reporting Comprehensive Income", establishes
               requirements for disclosure of comprehensive income which
               includes certain items previously not included in the statements
               of operations, including minimum pension liability adjustments
               and foreign currency translation adjustments, among others. The
               Company's components of comprehensive income (loss) include net
               profit (loss) for the year and foreign currency translation
               adjustments.

                                      F-8





2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         (n)   Related parties

               Parties are considered to be related if one party has the
               ability, directly or indirectly, to control the other party or
               exercise significant influence over the other party in making
               financial and operating decisions. Parties are also considered to
               be related if they are subject to common control or common
               significant influence.

         (o)   New accounting pronouncements

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


3.       PROPERTY, PLANT AND EQUIPMENT, NET

         Property, plant and equipment are summarized as follows:

                                                AS OF DECEMBER 31, 2004
                                          -------------------------------------
                                                     US$                  RMB

         Computer equipment                       23,819              197,384
         Leasehold improvements                    4,936               40,905
         Motor vehicles                           41,773              346,158
                                          -----------------    ----------------

                                                  70,528              584,447

         Accumulated depreciation                (66,292)            (549,346)
         Currency translation adjustment              (3)                 (26)
                                         -----------------    ----------------

         Net                                       4,233               35,075
                                          =================    ================


4.       LONG TERM DEBT

         Long term debt represents a bank loan with RMB53,216 (US$6,422)
         outstanding as of December 31, 2004. The loan is unsecured, bearing
         interest at 5.31% per annum and is repayable in monthly installments of
         RMB4,563 with a final installment due in December 2005.


5.       INCOME TAXES

         It is management's intention to reinvest all the income attributable to
         the Company earned by its operations outside the US. Accordingly, no US
         corporate income taxes are provided for in these financial statements.

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

                                      F-9





5.       INCOME TAXES (CONTINUED)

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

         Companies that carry on business and derive income in Hong Kong are
         subject to Hong Kong income tax at 17.5%. Companies that carry on
         business and derive income in the PRC are subject to national income
         tax at 30% and local income tax at 3%. The income tax expense for the
         year represents PRC enterprise income tax charged on the deemed profit
         earned in the PRC.

         No income taxes have been provided for Chinawe Assets Management
         Limited and Welcon Info-Tech Limited (GZ) as they incurred losses since
         commencement of operations.

         The reconciliation between the effective tax rate and the statutory US
         federal income tax rate is as follows:




                                                                                          YEAR ENDED DECEMBER 31,
                                                                                     ----------------------------------
                                                                                              2004              2003
                                                                                           % OF PRE-       % of Pre-
                                                                                          TAX INCOME      tax income


        Computed "expected" tax expense (benefit)                                               34               (34)
        Differences in tax rates in the countries that the Company operates                      3                 9
        Operating losses for which a benefit has not been recognized                            60                25
        Tax-exempt revenue                                                                     (77)                -
                                                                                     ---------------   ----------------

                                                                                                20                 -
                                                                                     ===============   ================



         The Company's deferred tax assets are as follows:




                                                                                          AS OF DECEMBER 31, 2004
                                                                                     ----------------------------------
                                                                                               US$                 RMB


         Hong Kong operating loss carry forward                                             70,368             583,102
         PRC operating loss carry forward                                                   51,579             427,411
         Deferred tax assets valuation allowance                                          (121,947)         (1,010,513)
                                                                                     --------------     ---------------

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



         As of December 31, 2004, the Company had Hong Kong and PRC operating
         loss carryforwards of approximately RMB3,332,010 and RMB1,295,184
         respectively. Hong Kong losses are available to carryforward
         indefinitely and the PRC losses are available to carryforward for five
         years. Management has provided a full allowance for the deferred tax
         assets as it is more likely than not that the assets will not be
         realized.

                                      F-10





6.       RELATED PARTY BALANCES AND TRANSACTIONS

         The balances with related parties are as follows:




                                                                 AS OF DECEMBER 31, 2004
                                                             ---------------------------------
                                                       NOTE            US$                RMB


         Loan from a director, including interest      (a)         139,639          1,157,118
         Advances from stockholders                    (b)         726,111          6,016,919
         Advances from PRC party *                     (b)           3,462             28,685
                                                             --------------     --------------

                                                                   869,212          7,202,722
                                                             ==============     ==============


       *   The PRC party is a joint venture partner of the Company for a
           Sino-foreign co-operative joint venture established in the PRC.

         Note:

         (a)    The loan from a director is unsecured, interest bearing and
                repayable on June 30, 2004. Interest expense charged for the
                years ended December 31, 2004 and 2003 was RMB236,278
                (US$28,514) and RMB172,082 (US$20,766) respectively. The
                maturity date of this loan was extended until such time as the
                Company enters into a definitive service agreement with
                Citigroup Financial Products, Inc (the "Definitive Agreement").

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

         During the year ended December 31, 2004, the Company received advances
         from related parties of RMB2,017,350. The Company also repaid advances
         of RMB2,535,088.

         The Company occupied office space in a building leased by the PRC
         party. Rental expense for the years ended December 31, 2004 and 2003
         was approximately RMB88,238 (US$10,648) and RMB120,000 (US$14,481)
         respectively.


7.       RETIREMENT PLAN AND POST-EMPLOYMENT BENEFITS

         Following the introduction of the Mandatory Provident Fund Schemes
         Ordinance ("MPFO") in Hong Kong, the subsidiary in Hong Kong has
         participated in the defined contribution mandatory provident fund since
         December 1, 2000. Both the Company and its employees make monthly
         contributions to the fund at 5% of the employees' earnings as defined
         under the MPFO. The contributions of the Company and the employees are
         subject to a cap of HK$1,000 (RMB1,066) per month and thereafter
         contributions are voluntary.

         As stipulated by the rules and regulations in the PRC, the Company is
         required to contribute to a state-sponsored social insurance plan for
         all of its employees at 11% of the basic salary of its employees. The
         state-sponsored retirement plan is responsible for the entire pension
         obligations for the actual pension payments or post-retirement benefits
         beyond the annual contributions.

         During the years ended December 31, 2004 and 2003, the aggregate amount
         of the Company's contributions amounted to RMB39,512 and RMB41,625
         respectively.

                                      F-11





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
         2004, no awards have been made under the Plan.


9.       SUBSEQUENT  EVENTS

         Subsequent to the balance sheet date, the Company established a
         wholly-owned subsidiary in the PRC with registered capital of
         HK$1,000,000 (RMB1,065,800) for the purposes of carrying out the asset
         management business upon signing of the Definitive Agreement. As of the
         date of this report, no contribution of capital has been made by the
         Company and the subsidiary has not yet commenced business.


10.      RISK CONSIDERATIONS

         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.

         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.


                                      F-12


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                              CHINAWE.COM INC.



                                              By:  /s/ Man Keung Wai
                                                  --------------------------
                                                       Man Keung Wai
                                                       Chairman of the Board

Date:  April 14, 2005

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



SIGNATURES                              TITLE                                                 DATE



/s/ Man Keung Wai                       Chairman of the Board, Chief Executive Officer        April 14, 2005
-----------------                       and Director (Principal Executive Officer and
Man Keung Wai                           Principal Financial Officer)

/s/ Man Ying Ken Wai                    Vice President of Marketing, Director                 April 14, 2005
--------------------
Man Ying Ken Wai

/s/ Vivian Wai Wa Chu                   Chief Financial Officer, Secretary and Director       April 14, 2005
---------------------
Vivian Wai Wa Chu

/s/ Barry Yiu                           Vice President and Director                           April 14, 2005
-------------
Barru Yiu




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