<PAGE>

                     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, 2003

             [ ] 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.)

            488 Madison Avenue, New York, New York         10022
           --------------------------------------------------------
           (Address of principal executive offices)      (Zip Code)

                    Issuer's telephone number: (212) 753-7500
                                               --------------

         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, 2003 were
RMB421,970 (US$50,921).



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     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 12, 2003 was approximately $1,615,131.90.

     The number of shares of common stock, par value $.001 per share,
outstanding as of April 1, 2003 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.



<PAGE>

                                     PART I

Item 1. Description of Business.

     Chinawe.com Inc. (the "Company", "Chinawe" or "we") is a China-based
enterprise using electronic technology on its proprietary bilingual (i.e.,
Chinese and English) website: Chinawe first launched in 1997, the website has
been focused on providing business-to-business e-commerce services whereby
members subscribing to its services are allowed access to its site to describe
products manufactured by them and being offered for sale to overseas purchasers.

     The Company's financial statements for the year ended December 31, 2003
have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business. For the year ended December 31, 2003, the Company reported a net
loss of RMB1,851,771 (US $223,463) and at December 31, 2003 has a stockholders'
deficit and a working capital deficit of RMB9,821,751 (US $1,185,243) and
RMB9,824,761 (US $1,185,606), respectively. The Company has also experienced
difficulty and uncertainty in meeting its liquidity needs. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans to address these concerns include:

     (1)  In June 2001, the Company signed an agreement with China Great Wall
          Asset Management Corporation ("Great Wall"), a PRC government-
          controlled financial company. Under the agreement, which has a
          five-year term with options to renew, the Company is to help Great
          Wall dispose of non-performing assets (the "Assets") using both the
          Company's business and e-business networks. The Company, among other
          things, has the exclusive right to promote the Assets currently held
          by Great Wall through the Company's complete electronic business
          intelligence system. In the event that the promotion efforts result in
          a successful sale of the Assets, the Company is to receive
          approximately 1.2% to 2% of the gross sales price of the Assets.
          Against this background, the Company has decided to enter into the
          business of servicing non-performing loans, including but not limited
          to, asset auctions and asset securitizations.

     (2)  The Company is currently negotiating with a financial services company
          to act as a service provider for such financial services company and
          provide services relating to the management of a pool of
          non-performing loans ("NLP") in the PRC. Management believes that
          engaging in this business will bring a new source of revenue to the
          Company in the foreseeable future which is expected to allow the
          Company to erase doubts as to its operating as a going concern.

          The Company is also currently evaluating its involvement in a series
          of NPL transactions and the Company will focus on the NPL business as
          its core business. Management believes that the new role as a service
          provider will provide the Company with a higher profit potential and
          high growth potential in an industry that currently has relatively few
          competitors.

     (3)  Upon entering into a servicing agreement as mentioned in Section (2)
          above, the Company expects to issue an aggregate of five to ten
          million shares of Common Stock to various finders as compensation for
          their efforts and contributions in connection with the deal.

     (4)  During the year, Charter One Investments Limited ("Charter One"), a
          company controlled by a director, advanced HK$1,000,000 (RMB1,067,300)
          to the Company (the "Loan") for working capital of the Company. On
          December 15, 2003, Charter One


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          and the Company entered into a Memorandum of Understanding whereby
          Charter One agreed to convert the Loan into 3,800,000 shares of Common
          Stock of the Company. The Company issued the shares in reliance on the
          4(2) exemption under the Securities Act of 1933, as amended.

     Chinawe is currently providing an e-marketplace for business-to-business
e-commerce services for buyers and suppliers of products made in China. The
Company's services will 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 will be focused 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.

     We believe that our services provide a number of benefits that will attract
a growing number of buyers and suppliers of China-made products to its
e-marketplace. As more suppliers offer information and products through
Chinawe.com, more buyers will be encouraged to use Chinawe's services, which
will result in a network effect, i.e., the value of the Company's services to
each member increases significantly with the addition of each new member.

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, 2003.

                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters.

     Market Information:

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


                                       2

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

                                                     High        Low
                                                     ----        ---
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

2002
----
January 1, 2002 - March 31, 2002                     .09         .03
April 1, 2002 - June 30, 2002                        .10         .03
July 1, 2002 - September 30, 2002                    .095        .04
October 1, 2002 - December 31, 2002                  .06         .02

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

     On April 12, 2004, our shares of common stock were quoted at $.09 per
share.

     (b)  The number of holders of our Common Stock was approximately 115 on
          December 31, 2003, 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.

     (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

     Our financial statements have been prepared assuming that we will continue
in business as a going-concern. Presently, we generate no significant income and
have incurred net losses since inception. Our prospects must be considered in
light of the significant risks, costs and difficulties often encountered by
enterprises in their early stages of development, in particular companies in the
Internet sector and, more specifically, targeting and operating in the Greater
China and Asian markets. As discussed in our financial statements and in this
section, we have suffered a net loss of RMB1,851,771 (US $223,463) during the
year ended December 31, 2003. At the end of this period we had a stockholders'
deficit of RMB9,821,751 (US $1,185,243) and a working capital deficit of
RMB9,824,761 (US $1,185,606). The Independent's Auditors Report on the Company's
financial statements as of and for the years ended December 31, 2003 and 2001
included a "going concern" explanatory paragraph which means that the Auditors
expressed substantial doubt about the Company's ability to continue as a going
concern. Management's plans with respect to these matters are described in this
section and in our financial statements, and this material does not include any
adjustments that might result from the outcome of this uncertainty. There is no
guarantee that we will be able to raise the funds and there are no guarantees
that we will not require to raise further capital for operations and expansion
in the near future.


                                       3
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     Our operations have not been, and in the near term are not expected to be,
materially affected by inflation or changing prices. We will encounter
competition from a variety of firms selling Internet services in its market
area. Many of these firms have long-standing customer relationships and are
well-staffed and well financed. The Company believes that competition in the
Internet industry is based on competitive pricing, although the ability,
reputation and support of a marketing network is also significant. The Company
does not believe that any recently enacted or presently pending proposed
legislation will have a material adverse effect on its results of operations.

Year ending December 31, 2003 compared to the year ending December 31, 2002.

Revenues. Subscription and service income for the year ending December 31, 2003
was RMB421,970 as compared to subscription and service income of RMB582,827 for
the year ending December 31, 2002, a decrease of 28%. Other income for the year
ending December 31, 2003 was RMB56 as compared to other income of RMB78 for the
year ending December 31, 2002, a decrease of 28%.

Expenses. Administrative and general expenses for the year ending December 31,
2003 were RMB2,094,821 as compared to administrative and general expenses of
RMB2,200,242 for the year ending December 31, 2002, a decrease of 5%. Loan
interest for the year ending December 31, 2003 was RMB178,976, as compared to
loan interest of RMB9,364 for the year ending December 31, 2002, an increase of
1,811%, mainly due to the interest payable for a loan from a director in 2003.

As a consequence of the foregoing, our loss from operations increased from
RMB1,617,415 for the year ending December 31, 2002 to RMB1,672,851 for the year
ending December 31, 2003. Our net loss increased from RMB1,626,701 for the year
ending December 31, 2002 to RMB1,851,771 for the year ending December 31, 2003.

Year ending December 31, 2002 compared to the year ending December 31, 2001.

Revenues. Subscription and service income for the year ending December 31, 2002
was RMB582,827 as compared to subscription and service income of RMB2,320,146
for the year ending December 31, 2001, a decrease of 75%. Other income for the
year ending December 31, 2002 was RMB78 as compared to other income of RMB13,759
for the year ending December 31, 2001, a decrease of 99%.

Expenses. Administrative and general expenses for the year ending December 31,
2002 were RMB2,200,242 as compared to administrative and general expenses of
RMB7,351,710 for the year ending December 31, 2001, a decrease of 70%.

As a consequence of the foregoing, our loss from operations decreased from
RMB5,031,564 for the year ending December 31, 2001 to RMB1,617,415 for the year
ending December 31, 2002. Our net loss decreased from RMB5,017,805 for the year
ending December 31, 2001 to RMB1,626,701 for the year ending December 31, 2002.

Factors That May Affect Future Results

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

                                       4

<PAGE>


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

Fluctuations in Quarterly Results

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

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

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

     o    Technical difficulties or system outages;

     o    Government regulation;

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

     o    Pricing policies of competitors;

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

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

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

     o    Failure to increase sales.

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

Liquidity and Capital Resources

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

     The Company's financial statements for the year ended December 31, 2003
have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business. For the year ended December 31, 2003, the Company reported a net
loss of RMB1,851,771 (US $223,463) and at December 31, 2003 has a stockholders'
deficit and a working capital deficit of

                                        5
<PAGE>

RMB9,821,751 (US $1,185,243) and RMB9,824,761 (US $1,185,606), respectively. The
Company has also experienced difficulty and uncertainty in meeting its liquidity
needs. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans to address these concerns
include:

     (1)  In June 2001, the Company signed an agreement with 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 the Assets using both the Company's business and
          e-business networks. The Company, among other things, has the
          exclusive right to promote the Assets currently held by Great Wall
          through the Company's complete electronic business intelligence
          system. In the event that the promotion efforts result in a successful
          sale of the Assets, the Company is to receive approximately 1.2% to 2%
          of the gross sales price of the Assets. Against this background, the
          Company has decided to enter into the business of servicing
          non-performing loans, including but not limited to, asset auctions and
          asset securitizations.

     (2)  The Company is currently negotiating with a financial services company
          to act as a service provider for such financial services company and
          provide services relating to the management of a pool of NLPs in the
          PRC. Management believes that engaging in this business will bring a
          new source of revenue to the Company in the foreseeable future which
          is expected to allow the Company to erase doubts as to its operating
          as a going concern.

          The Company is also currently evaluating its involvement in a series
          of NPL transactions and the Company will focus on the NPL business as
          its core business. Management believes that the new role as a service
          provider will provide the Company with a higher profit potential and
          high growth potential in an industry that currently has relatively few
          competitors.

     (3)  Upon entering into a servicing agreement as mentioned in Section (2)
          above, the Company expects to issue an aggregate of five to ten
          million shares of Common Stock to various finders as compensation for
          their efforts and contributions in connection with the deal.

     (4)  During the year, Charter One, a company controlled by a director,
          advanced the Loan for working capital of the Company. On December 15,
          2003, Charter One and the Company entered into a Memorandum of
          Understanding whereby Charter One agreed to convert the Loan into
          3,800,000 shares of Common Stock of the Company.

Our current cash balances will not be sufficient to meet our working capital and
capital expenditure requirements for the next six months. However, if the
Company enters into a servicing agreement with the financial services company,
as described above, within the coming months, the Company expects to receive
fees on a regular basis, which in management's opinion should be sufficient to
meet the Company's working capital and capital expenditure requirements going
forward. We currently are engaged in discussions with a number of companies
regarding strategic acquisitions or investments. Although these discussions are
ongoing, no definitive agreements have been signed and there can be no assurance
that any of these discussions will result in actual acquisitions. In addition,
we may seek to raise funds for any possible acquisitions or investments by
offering debt or equity to the public. There is no guarantee that we will be
able to raise the funds. Thereafter, we may need to raise additional funds in
order to meet funding requirements of a more rapid expansion plan, potential
acquisitions, development of new or enhanced products or services, in response
to competitive pressures or to acquire technologies or complimentary products or
businesses.


                                       6

<PAGE>


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, 2003 and December 31, 2002,
we did not engage in hedging activities to mitigate the impact of changes in
foreign exchange rates. We may in the future use foreign currency forward
exchange contracts as a vehicle for hedging purposes.

Critical Accounting Policies And Estimates

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

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

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

     We do not have any of the following:

     o    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.


                                       7

<PAGE>

                                  RISK FACTORS

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

Risks Relating To Our Business

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

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

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

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

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

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

OUR MANAGEMENT HAS LIMITED EXPERIENCE OPERATING A PUBLIC COMPANY

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

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



                                       8

<PAGE>


     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.

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

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

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

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

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

OUR SERVICES AND REPUTATION MAY BE ADVERSELY AFFECTED BY SOFTWARE DEFECTS

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

                                       9

<PAGE>


                    RISKS RELATING TO DOING BUSINESS IN CHINA

OUR BUSINESS DEPENDS ON CONTINUED GROWTH OF THE INTERNET IN CHINA

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

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

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

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

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

                                       10
<PAGE>

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

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

THERE ARE ECONOMIC RISKS ASSOCIATED WITH DOING BUSINESS IN CHINA

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

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.

                                       11

<PAGE>

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

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

                           RISKS RELATING TO OUR STOCK

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

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

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

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

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

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

WE HAVE NO INTENTION TO PAY DIVIDENDS

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

     Recently Issued Accounting Pronouncements

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


                                       12
<PAGE>

Item 7. Financial Statements.

     The financial statements require by this Item are set forth at pages
indicated in Item 13 following page 20 of this Report.

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

     On February 25, 2003 the Company notified Horwath Gelfond Hochstadt
Pangburn, P.C. ("HGHP"), the principal accountant engaged to audit the Company's
financial statements, that the Company would not retain HGHP to audit the
Company's financial statements for the current fiscal year.

     HGHP's report on the Company's financial statements for the year ended
December 31, 2000 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles.

     HGHP's report on the Company's financial statements for the year ended
December 31, 2001 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles, except that HGHP referred to the Company's net loss, stockholders'
deficit and working capital deficit at December 31, 2001 and stated that "These
conditions raise substantial doubt about the company's ability to continue as a
going concern."

     The Company's decision to change accountants was consented to by the
Company's Board of Directors.

     During the Company's two most recent fiscal years and the subsequent
interim period preceding dismissal there was no disagreement with HGHP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of HGHP, would have caused HGHP to make a reference to the subject
matter of the disagreement in connection with its report.

     On March 7, 2003, the Company engaged the accounting firm of Moores Rowland
Mazars as the principal accountant to audit the Company's financial statements
for the current fiscal year.

Item 8A. Controls and Procedures.

     Not applicable.



                                       13

<PAGE>


                                    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:
<TABLE>
<CAPTION>
Name                               Nationality    Age     Title
----                               -----------    ---     -----
<S>                                <C>           <C>      <C>
Mr. Wai, Man Keung                 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
</TABLE>

     The following is a brief account of the business experience for the last
two years for the above mentioned individuals.

Mr. Wai, Man Keung 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. Mr. Wai
is the brother of Ken Wai and Vivian Chu.

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. Wai is the brother of Keung Wai and
Vivian Chu.

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 sister of Keung Wai and Ken Wai.

                                       14
<PAGE>

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.

The Company does not have an audit committee and, accordingly, does not have an
audit committee financial expert.

The Company does not have procedures by which security holders may recommend
nominees to the Company's board of directors.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's executive officers, Directors and persons who own
more than 10% of a registered class of the Company's equity securities
("Reporting Persons") to file reports of ownership and changes in ownership on
Forms 3, 4, and 5 with the Securities and Exchange Commission (the "SEC") and
the National Association of Securities Dealers, Inc. (the "NASD"). These
Reporting Persons are rquired by SEC regulation to furnish the Company with
copies of all Forms 3, 4 and 5 they file with the SEC and NASD. Based solely on
the Company's review of the copies of the forms it has received, the Company
believes that all Reporting Persons complied on a timely basis with all filing
requirements applicable to them with respect to transactions during fiscal year
2003.

Code of Ethics

 We have adopted a Code of Ethics (our "Code of Ethics") that applies to our
chief executive officer, chief financial officer, Directors and employees. Our
Code of Ethics is attached as an Exhibit to this Annual Report. Any amendments
or waivers to our Code of Ethics will be promptly disclosed as required by
applicable laws, rules and regulations of the SEC.



                                       15
<PAGE>

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 Wai                            2003                $0

                                         2002                 0

                                         2001                 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, 2004, 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.
<TABLE>
<CAPTION>
                                                                           Percent of Outstanding
Name of Beneficial Owner (1)             Amount of Beneficial Ownership     Shares of Class Owned
----------------------------             ------------------------------     ---------------------
<S>                                      <C>                                <C>
Gonet Associates Ltd.                               22,054,090                     50.4
Man Keung Wai (2)                                   22,054,090                     50.4
Man Ying Ken Wai                                             0                      0
Barry Yiu (3)                                        3,800,000                      8.7
Vivian Wai Wa Chu                                            0                      0
Charter One Investments Limited (3)                  3,800,000                      8.7
All officers  and  directors as a group             25,854,090                     59.0
(through ownership of Gonet) (4
persons)

</TABLE>

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

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 is P.O. Box 957, Offshore Incorporations
     Centre, Road Town, Tortola, British Virgin Islands. Mr. Yiu is a director
     of Charter One.



                                       16
<PAGE>


     The following table sets forth information as of December 31, 2003 with
respect to compensation plans (including individual compensation arrangements)
under which shares of the Company's Common Stock are authorized for issuance:
<TABLE>
<CAPTION>
     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)
      -------------        ------------------------   --------------------     ------------------------
<S>                         <C>                        <C>                     <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
</TABLE>


     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 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.



                                       17
<PAGE>

     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.

Item 12.  Certain Relationships and Related Transactions.

     Charter One, a company controlled by Barry Yiu, advanced HK$1,000,000
(US$128,797) to the Company for working capital. On December 15, 2003, Charter
One and the Company entered into a Memorandum of Understanding whereby Charter
One agreed to convert such loan into 3,800,000 shares of Common Stock.


Item 13.  Exhibit and Reports on Form 8-K.

Documents filed as part of this Report:

1. Financial Statements of Chinawe.com Inc.:

     Report of Independent Auditors
     Balance Sheet - Years Ended December 31, 2003 and 2002
     Statement of Operations - Years Ended December 31, 2003 and 2002
     Statement of Shareholder's Deficit and Comprehensive Loss
     - Years Ended December 31, 2003 and 2002

     Statement of Cash Flow - Years Ended December 31, 2003 and 2002

     Notes to Financial Statements


                                       18
<PAGE>

2. Exhibits and Index:

    Exhibit
     No.                    Description

     2.      Merger Agreement & Plan of Reorganization dated as of
             October 17, 2000*

     3.(i)   Articles of Incorporation**

     3.(ii)  By-Laws**

    10.1     Chinawe.com Inc. 2001 Restricted Stock Plan***

    14       Code of Ethics

    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

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

*    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.

**   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.

***  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.

     No reports on Form 8-K were filed during the quarter ended December 31,
2003.

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


                                       19
<PAGE>

(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.

Item 15. Principal Accountant Fees and Services.

Audit Fees.

     The aggregate fees billed for the fiscal years ended December 31, 2002 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 $18,000 and $22,500,
respectively.

Audit Related Fees.

     The aggregate fees billed for the fiscal years ended December 31, 2002 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, 2002 and
2003 for services rendered by Moores Rowland Mazars in connection with the
preparation of our tax returns were $0 and $0, respectively.



                                       20
<PAGE>

CHINAWE.COM INC.


INDEX TO FINANCIAL STATEMENTS
Year ended December 31, 2003
--------------------------------------------------------------------------------



                                     CONTENT



Independent Auditors' Report                                            F1

Consolidated Statements of Operations                                   F2

Consolidated Balance Sheets                                             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 - F13


<PAGE>



INDEPENDENT AUDITORS' REPORT



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



We have audited the accompanying consolidated balance sheets of Chinawe.com Inc.
(the "Company") as of December 31, 2003 and 2002, and the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for
the years then ended. 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 auditing standards generally accepted
in the United States of America. 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,
2003 and 2002 and the results of its operations and its cash flows for the years
then ended, 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 has suffered recurring losses from operations
and continues to experience negative cash flow from operations that raise
substantial doubt in its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2(b). The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.






MOORES ROWLAND MAZARS
Chartered Accountants
Certified Public Accountants
Hong Kong

April 7, 2004


                                      F - 1


<PAGE>


CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2003 and 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                                             -------------------------------------------
                                                     NOTE         2003            2003           2002
                                                                   US$             RMB            RMB
<S>                                                              <C>             <C>            <C>
OPERATING REVENUES
Subscription and service income                                  50,921          421,970        582,827
Administrative and general expenses                            (252,793)      (2,094,821)    (2,200,242)
                                                             ----------     ------------    -----------

Loss from operations                                           (201,872)      (1,672,851)    (1,617,415)

Loan interest                                                   (21,598)        (178,976)        (9,364)
Other income                                                          7               56             78
                                                           ------------     ------------    -----------

Net loss                                                       (223,463)      (1,851,771)    (1,626,701)
                                                           ============     ============    ===========

Basic and diluted net loss per share of common
   stock                                             2(i)        (0.006)          (0.05)          (0.04)
                                                           ============     ============    ===========

Weighted average common shares outstanding                   40,000,000       40,000,000     40,000,000
                                                           ============     ============    ===========

</TABLE>




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

                                      F - 2

<PAGE>


CHINAWE.COM INC.

CONSOLIDATED BALANCE SHEETS
As of December 31, 2003 and 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                           AS OF DECEMBER 31,
                                                            ----------------------------------------------
                                                                  2003           2003              2002
<S>                                                               <C>            <C>                <C>
ASSETS                                               NOTE          US$            RMB               RMB

CURRENT ASSETS
Cash and cash equivalents                                         16,800         139,218            18,953
Accounts receivable, net of allowance for
    doubtful accounts of RMB18,332 in 2003 and
    2002                                                           2,024          16,766            18,299
Other current assets                                               7,658          63,458            62,292
                                                            ------------   -------------      ------------
TOTAL CURRENT ASSETS                                              26,482         219,442            99,544
                                                            ------------   -------------      ------------
Property, plant and equipment, net                     3           6,785          56,226           195,052
                                                            ------------   -------------      ------------
TOTAL ASSETS                                                      33,267         275,668           294,596
                                                            ============   =============      ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Customer deposits received                                        21,157         175,319           232,707
Accrued expenses and other current liabilities                   128,039       1,061,018         1,093,583
Current portion of long-term debt                      4           6,090          50,470            47,865
Due to related parties                                 6       1,056,802       8,757,396         6,770,824
                                                            ------------   -------------      ------------
TOTAL CURRENT LIABILITIES                                      1,212,088      10,044,203         8,144,979
                                                            ------------   -------------      ------------
NON-CURRENT LIABILITIES
Long-term debt                                         4           6,422          53,216           103,687
                                                            ------------   -------------      ------------
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 40,000,000 shares                                 38,616         320,000           320,000
Capital in excess of par                                         (38,519)       (319,198)         (319,198)
Accumulated losses                                            (1,185,462)     (9,823,567)       (7,971,796)
Accumulated other comprehensive income                               122           1,014            16,924
                                                            ------------   -------------      ------------
Total stockholders' deficit                                   (1,185,243)     (9,821,751)       (7,954,070)
                                                            ------------   -------------      ------------
Total liabilities and stockholders' deficit                       33,267         275,668           294,596
                                                            ============   =============      ============

</TABLE>

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

                                      F - 3

<PAGE>


CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Years ended December 31, 2003 and 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        COMMON STOCK
                                    ------------------------
                                                                                                   ACCUMULATED
                                                                ADDITIONAL                               OTHER
                                                                   PAID-IN       ACCUMULATED     COMPREHENSIVE
                                     NUMBER           AMOUNT       CAPITAL            LOSSES              LOSS         TOTAL
                                    OF SHARES            RMB          RMB                RMB               RMB           RMB
                                    ----------       -------   ------------      -----------     --------------   ------------
<S>                                <C>              <C>        <C>             <C>                   <C>         <C>
Balance as of January 1, 2002       40,000,000       320,000    (319,198)       (6,345,095)           (39,935)    (6,384,228)

Comprehensive loss:
   Net loss for the year                     -             -           -        (1,626,701)                 -     (1,626,701)
   Currency translation
   adjustment                                -             -           -                 -             56,859         56,859
                                    ----------       -------    --------        ----------            -------     ----------
Total comprehensive loss                                                                                          (1,569,842)
                                                                                                                  ----------
Balance as of December 31, 2002     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)
                                    ==========       =======    ========        ==========              =====     ==========

                                                         US$         US$               US$                US$            US$
                                                      38,616     (38,519)       (1,185,462)               122     (1,185,243)
                                                      ======     =======        ==========                ===     ==========
</TABLE>


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

                                      F - 4

<PAGE>


CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2003 and 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                 YEAR ENDED DECEMBER 31,
                                                          -------------------------------------
                                                            2003        2003          2002
                                                             US$         RMB           RMB
                                                        ----------    ----------    ----------
<S>                                                       <C>         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                  (223,463)   (1,851,771)   (1,626,701)
Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation                                            17,866       148,048       153,333
Changes in operating assets and liabilities:
    Accounts receivable, net                                   193         1,601         3,986
    Other current assets                                      (140)       (1,159)       13,838
    Customer deposits received                              (6,931)      (57,433)     (134,558)
    Accounts payable                                          --            --         (75,823)
    Accrued expenses and other current liabilities          (4,085)      (33,848)     (246,933)
                                                        ----------    ----------    ----------
NET CASH USED IN OPERATING ACTIVITIES                     (216,560)   (1,794,562)   (1,912,858)
                                                        ----------    ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment                   (1,101)       (9,125)       (1,929)
                                                        ----------    ----------    ----------
NET CASH USED IN INVESTING ACTIVITIES                       (1,101)       (9,125)       (1,929)
                                                        ----------    ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term debt                                (5,776)      (47,866)      (45,395)
Increase in amounts due to related parties                 438,649     3,634,949     3,797,202
Repayment to related parties                              (200,705)   (1,663,180)   (1,853,545)
                                                        ----------    ----------    ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  232,168     1,923,903     1,898,262
                                                        ----------    ----------    ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        14,507       120,216       (16,525)
Cash and cash equivalents, beginning of year                 2,287        18,953        38,859
Effect of exchange rate                                          6            49        (3,381)
                                                        ----------    ----------    ----------
CASH AND CASH EQUIVALENTS, END OF YEAR                      16,800       139,218        18,953
                                                        ==========    ==========    ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                                         832         6,894         9,364
                                                        ==========    ==========    ==========

</TABLE>


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

                                      F - 5



<PAGE>


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 on Mainland China for sale to overseas wholesale customers, and
     managing assets located in the People's Republic of China ("PRC") by
     attempting to expedite transactions between Chinese operators of these
     assets and overseas purchasers and joint ventures.

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. 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,
          2003 have been prepared on a going concern basis, which contemplates
          the realization of assets and the settlement of liabilities and
          commitments in the normal course of business. For the year ended
          December 31, 2003, the Company reported a net loss of RMB1,851,771
          (US$223,463) and as of December 31, 2003 has a stockholders' deficit
          and a working capital deficit of RMB9,821,751 (US$1,185,243) and
          RMB9,824,761 (US$1,185,606), respectively. The Company has also
          experienced difficulty and uncertainty in meeting its liquidity needs.
          These factors raise substantial doubt about the Company's ability to
          continue as a going concern. Management's plans to address these
          concerns include:

          (i)  The Company is currently negotiating with a financial service
               company to act as a service provider for such financial service
               company and provide services relating to the management of a pool
               of non-performing loans ("NPL") in the PRC. Management believes
               that engaging in this business will bring a new source of revenue
               to the Company in the foreseeable future which is expected to
               allow the Company to erase doubts as to its operating as a going
               concern. Upon entering into a servicing agreement as mentioned
               above, the Company expects to issue an aggregate of five to ten
               million shares of common stock of the Company to various finders
               as compensation for their efforts and contributions in connection
               with the deal.

               The Company is also currently evaluating its involvement in a
               series of NPL transactions and the Company will focus on the NPL
               business as its core business. Management believes that the new
               role as a service provider will provide the Company with a higher
               profit potential and high growth potential in an industry that
               currently has relatively few competitors.


                                      F-6

<PAGE>


CHINAWE.COM INC.

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

          (ii) During the year, Charter One Investments Limited ("Charter One"),
               a company controlled by a director, advanced HK$1,000,000
               (RMB1,067,300) to the Company (the "Loan") for working capital of
               the Company (Note 6). On December 15, 2003, Charter One and the
               Company entered into a Memorandum of Understanding whereby
               Charter One agreed to convert the Loan into 3,800,000 shares of
               common stock of the Company (Note 10).

     (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 in consolidation.

     (d)  Cash and cash equivalents

          The Company considers all cash and highly liquid investments purchased
          with an original maturity of three months or less 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)  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

          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.

                                      F-7

<PAGE>

CHINAWE.COM INC.

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (h)  Income taxes

          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 earning
          per share ("EPS") with a reconciliation of the numerator and
          denominator of the EPS computations. Basic earning per share amounts
          are based on the weighted average shares of common stock outstanding.
          Diluted earning 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 2003
          or 2002. The basic and diluted weighted average common shares
          outstanding are 40,000,000 for both the years ended December 31, 2003
          and 2002.

     (j)  Foreign currency translation

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

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

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

          Translation of amounts from Renminbi into United States dollars
          ("US$") is for the convenience of readers and has been made at the
          exchange rate of US$1.00 = RMB8.2867 as of December 31, 2003. No
          representation is made that the Renminbi amounts could have been, or
          could be, converted into United States dollars at that rate or at any
          other rate.


                                      F-8

<PAGE>

CHINAWE.COM INC.

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (k)  Use of estimates

          The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America 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, approximates 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 loss for the year and foreign
          currency translation adjustments.

     (n)  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 is summarized as follows:

                                                  AS OF DECEMBER 31,
                                        -------------------------------------
                                          2003           2003          2002
                                           US$            RMB           RMB

     Computer equipment                  19,448        161,162       152,037
     Leasehold improvement                4,936         40,905        40,905
     Motor vehicles                      41,773        346,158       346,158
                                       --------      ---------    ----------

                                         66,157        548,225       539,100

     Accumulated depreciation           (59,384)      (492,096)     (343,701)
     Currency translation adjustment         12             97          (347)
                                       --------      ---------    ----------

     Net                                  6,785         56,226       195,052
                                       ========      =========    ==========



                                      F-9


<PAGE>

CHINAWE.COM INC.

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

4.   LONG TERM DEBT

     Long term debt consists of a bank loan with RMB103,686 outstanding as of
     December 31, 2003. The loan is unsecured, bearing interest at 5.31% per
     annum and is repayable in monthly installments of RMB4,563, with final
     installment due in December 2005. Maturities under the loan are as follows:

     YEAR ENDING DECEMBER 31                  2003             2003
                                               US$              RMB

     2004                                     6,090           50,470
     2005                                     6,422           53,216
                                             ------          -------
                                             12,512          103,686
                                             ======          =======

5.   INCOME TAXES

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

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

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

     Companies that carry on business and derive income in Hong Kong are subject
     to Hong Kong profits tax at 17.5%. Companies that carry on business and
     derive income into the PRC are subject to national income tax at 30% and
     local income tax at 3%.

     No income taxes have been provided for the Company's subsidiaries in Hong
     Kong and the PRC as they incurred tax losses during 2003 and 2002.

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

                                                         2003          2002
                                                      % OF PRE-      % of Pre-
                                                     TAX INCOME     Tax income
                                                     ----------     ----------
     Computed "expected" tax benefit                      34           34
     Operating losses for which a benefit
      has not been recognized                            (34)         (34)
                                                        ----         ----
                                                          --           --
                                                        ====         ====

                                      F-10

<PAGE>

CHINAWE.COM INC.

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

5.   INCOME TAXES (CONTINUED)

     The Company deferred tax assets are as follows:

                                                 2003        2003         2002
                                                  US$         RMB         RMB
                                               --------    --------    --------
     Hong Kong operating loss carry forward      67,278     557,515     340,553
     PRC operating loss carry forward            34,110     282,663     253,679
     Deferred tax assets valuation allowance   (101,388)   (840,178)   (594,232)
                                               --------    --------    --------
     Net deferred tax assets                       --          --          --
                                               ========    ========    ========

     As of December 31, 2003, the Company has Hong Kong and PRC operating losses
     carry forward of approximately RMB3,185,801 and RMB856,553, respectively.
     Hong Kong losses are available for carry forward indefinitely and PRC
     losses are available for carry forward for five years. Management has
     provided a full allowance for deferred tax assets as it is more likely than
     not that the assets will not be realized.


6.   RELATED PARTY BALANCES AND TRANSACTIONS

     The balances with related parties are as follows:
<TABLE>
<CAPTION>
                                                                          2003            2003            2002
                                                            NOTE           US$             RMB             RMB
                                                            ----        ---------       ---------      ----------
<S>                                                         <C>       <C>           <C>                 <C>
     Loan from a director, including interest                (a)          135,462       1,122,530              --
     Loan from a company controlled by a director            (b)          128,797       1,067,300              --
     Advances from Stockholders                              (c)          789,082       6,538,881       6,742,139
     Advances from PRC party                                 (c)            3,461          28,685          28,685
                                                                        ---------       ---------       ---------
                                                                        1,056,802       8,757,396       6,770,824
                                                                        =========       =========       =========
</TABLE>

         Note:

          (a)  The amount due is unsecured, interest-bearing and repayable
               within one year. The total interest payable for the loan is
               RMB279,633 (HK$262,000). As of December 31, 2003, the Company has
               accrued for interest of RMB172,082 (HK$161,231) in aggregate.

          (b)  The amount due is unsecured and interest-free. The Company has
               subsequently issued 3,800,000 shares of common stock of the
               Company for the settlement of the loan (see note 10).

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

          During the years ended December 31, 2003 and 2002, the Company
          received advances from related parties of RMB3,634,949 and
          RMB3,797,202, respectively. The Company also repaid advances of
          RMB1,663,180 and RMB1,899,456 during the years ended December 31, 2003
          and 2002, respectively.

          The Company occupies office space in a building leased by an affiliate
          of the Company. Rental expense for each of the years ended December
          31, 2003 and 2002 was approximately RMB120,000.


                                      F-11


<PAGE>


CHINAWE.COM INC.

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

7.   RETIREMENT PLAN AND POST-EMPLOYMENT BENEFITS

     Following the introduction of the Mandatory Provident Fund legislation 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 Mandatory Provident Fund
     legislation. The contribution of the Company and the employees are subject
     to a cap of HK$1,000 per month and thereafter contributions are voluntary.

     As stipulated by the rules and regulations in the PRC, the Company's PRC
     subsidiary 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 year, the aggregate amount of the Company's employer
     contributions amounted to RMB41,625 and RMB67,453 for the years ended
     December 31, 2003 and 2002, respectively.

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 2003, no
     awards have been made under the Plan.

9.   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

<PAGE>

CHINAWE.COM INC.

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

10.  SUBSEQUENT EVENT

     Subsequent to December 31, 2003, 3,800,000 shares of common stock of the
     Company were issued to Charter One for the settlement of the Loan.


11.  RECLASSIFICATIONS

     Certain prior year amounts have been reclassified to conform to the current
     year presentation.


                                      F-13
<PAGE>



                                   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, 2004

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.

<TABLE>
<CAPTION>
SIGNATURES                                               TITLE                                 DATE

<S>                              <C>                                                     <C>
/s/ Man Keung Wai                Chairman of the Board, Chief Executive Officer           April 14, 2004
-----------------                and Director (Principal Executive Officer and
Man Keung Wa                     Principal Financial Officer)


/s/ Man Ying Ken Wai             Vice President of Marketing and Director                 April 14, 2004
--------------------
Man Ying Ken Wai


/s/ Vivian Wai Wa Chu            Chief Financial Officer, Secretary and Director          April 14, 2004
---------------------
Vivian Wai Wa Chu


/s/ Barry Yiu                    Vice President and Director                              April 14, 2004
-------------
Barry Yiu
</TABLE>