<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, 2001

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

                 For the transition period from ______ to ______

                        Commission file number: 000-26169

                                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.)

         460 Park 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 Act:

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

       Check whether the issuer (1) has 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, 2001 were
$277,132.



<PAGE>


       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 10, 2002 was approximately $2,000,000.

       The number of shares of common stock, par value $.001 per share,
outstanding as of April 10, 2002 was 40,000,000 shares.

       Transitional Small Business Disclosure Format

       Yes___                     No  X


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

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 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, 2001
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, 2001, the Company reported a net
loss of RMB 5,017,805 (US $599,357) and at December 31, 2001 has a stockholders'
deficit and a working capital deficit of RMB 6,384,228 (US $762,568) and RMB
6,579,479 (US $785,422), 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 and the exclusive agent for the Agriculture Bank of China.
Under the agreement, the Company will take over, manage and dispose of
non-performing assets (the "Assets") valued at approximately RMB400 billion. The
agreement has a five-year term with options to renew, and results in the Company
entering into the business of asset restructuring, asset transfer, asset
leasing, asset auction or asset securization 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. Under the agreement the
Company is to receive approximately 1.2% to 2% of the gross sales price of the
Assets.

       (2) The Company is finalizing the negotiations for a financing agreement
with a Hong Kong based financial institution (the "Institution"). Under the
pending agreement the Institution is to assist and advise the Company in the
purchase of a batch of selected Assets with a book value of approximately
US$300,000,000 directly from Great Wall. The Company is seeking to receive an
initial amount of US$1,000,000 to be used to perform due diligence on selected
Assets as well as to provide approximately six months of the Company's operating
costs. The financing agreement provides for additional funding of approximately
US$15,000,000 which, if obtained, is expected to be used as an initial payment
for the selected Assets as well as to provide three years of the Company's
operating costs. The pending agreement provides for payment to the Institution
of a retainer fee payable in stock equal to 2% of the Company's current
outstanding common stock, of which one half is to be paid upon signing the
pending agreement and the balance three months thereafter. In addition, the
pending agreement provides that the Institution will be paid 3% of funds raised
by the Institution as well



                                       2
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as one third of fees earned by the Company under the agreement with Great Wall.

       Chinawe is looking to become a leading e-marketplace providing
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. We plan to open
a number of branches in the major cities of PRC.

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, 2001.

                                     Part II

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

       Market Information:

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


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


                                                    High            Low
                                                    ----            ---
2001
----
January 1, 2001 - March 31, 2001                    .1875           .07

April 1, 2001 -June 30, 2001                        .34             .04

July 1, 2001- September 30, 2001                    .19             .11

October 1, 2001-December 31, 2001                   .11             .06

2000
----
January 1, 2000 - March 31, 2000                    .375            .025

April 1, 2000 -June 30, 2000                        .25             .125

July 1, 2000- September 30, 2000                    .125            .09375

October 1, 2000-December 31, 2000                   .125            .08

    Source: Pink Sheets, LLC (formerly known as National Quotation Bureau,
LLC)

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

       On April 10, 2002, our shares of common stock was quoted at $0.05 per
share.

    (b) The number of holders of our Common Stock was approximately 155 on
December 31, 2001, 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 Diectors 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.



                                       4
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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 RMB 5,017,805 (US$599,357)
during the year ended December 31, 2001. At the end of this period we had a
stockholders' deficit of RMB 6,384,228 (US$762,568) and a working capital
deficit of RMB 6,579,479 (US$785,442). The Independent's Auditors Report on the
Company's financial statements as of and for the years ended December 31, 2001
and 2000 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.

       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, 2001 compared to the year ending December 31, 2000

      Revenues. Membership fee income for the year ending December 31, 2001 was
RMB 2,320,146 as compared to membership fee income of RMB 1,819,927 for the year
ending December 31, 2000, an increase of 27%. Other income for the year ending
December 31, 2001 was RMB 13,759 as compared to other income of RMB 112,714 for
the year ending December 31, 2000, a decrease of 88%.

      Expenses. Administrative and general expenses for the year ending December
31, 2001 were RMB 7,351,710 as compared to administrative and general expenses
of RMB 2,984,229 for the year ending December 31, 2000, an increase of 150%.

      As a consequence of the foregoing, our loss from operations increased from
RMB 1,164,302 for the year ending December 31, 2000 to RMB 5,031,564 for the
year ending December 31, 2001. Our net loss increased from RMB 1,051,588 for the
year ending December 31, 2000 to RMB 5,017,805 for the year ending December 31,
2001.

Factors That May Affect Future Results

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

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


                                       5
<PAGE>

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 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.

      Cash used in operating activities during the year ending December 31, 2001
was RMB 2,593,068 as compared to RMB 2,359,186 for the year ending December 31,
2000. The Company had a net loss of RMB 5,017,805, a decrease in accounts
payable of RMB 14,164, a decrease in other current assets of RMB 120,426, a
decrease in deposits of RMB 2,495,403, a decrease in accounts payable of RMB
16,564, an increase in accrued expenses of RMB 852,484, a decrease in customer
deposits of RMB 1,211,641 and a non-cash item consisting of depreciation of RMB
170,465.

      Cash used in investing activities was RMB 395,194 during the year ended
December 31, 2001 as compared to RMB 142,238 for the year ending December 31,
2000. Uses of cash in the year ended December 31, 2001 related to purchases of
plant and equipment.

      Cash provided by financing activities was RMB 2,050,268 during the year
ending December 31, 2001 as compared to RMB 2,422,748 for the year ending
December 31, 2000.

       The Company's financial statements for the year ended December 31, 2001
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, 2001, the Company reported a net
loss of RMB 5,017,805 (US $599,357) and at December 31, 2001 has a stockholders'
deficit and a working capital deficit of RMB 6,384,228 (US $762,568) and RMB
6,579,479 (US $785,422), 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:


                                       6
<PAGE>

       (1) In June 2001, the Company signed an agreement with China Great Wall
Asset Management Corporation ("Great Wall"), a PRC government-controlled
financial company and the exclusive agent for the Agriculture Bank of China.
Under the agreement, the Company will take over, manage and dispose of
non-performing assets (the "Assets") valued at approximately RMB400 billion. The
agreement has a five-year term with options to renew, and results in the Company
entering into the business of asset restructuring, asset transfer, asset
leasing, asset auction or asset securization 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. Under the agreement the
Company is to receive approximately 1.2% to 2% of the gross sales price of the
Assets.

       (2) The Company is finalizing the negotiations for a financing agreement
with a Hong Kong based financial institution (the "Institution"). Under the
pending agreement the Institution is to assist and advise the Company in the
purchase of a batch of selected Assets with a book value of approximately
US$300,000,000 directly from Great Wall. The Company is seeking to receive an
initial amount of US$1,000,000 to be used to perform due diligence on selected
Assets as well as to provide approximately six months of the Company's operating
costs. The financing agreement provides for additional funding of approximately
US$15,000,000 which, if obtained, is expected to be used as an initial payment
for the selected Assets as well as to provide three years of the Company's
operating costs. The pending agreement provides for payment to the Institution
of a retainer fee payable in stock equal to 2% of the Company's current
outstanding common stock, of which one half is to be paid upon signing the
pending agreement and the balance three months thereafter. In addition, the
pending agreement provides that the Institution will be paid 3% of funds raised
by the Institution as well as one third of fees earned by the Company under the
agreement with Great Wall.

       Our current cash balances will not be sufficient to meet our working
capital and capital expenditure requirements for the next six months. It is
anticipated that with the further expansion of operations we will incur negative
cash flows, therefore requiring us to seek additional financings to support the
growth in operations, both on a short term and long term basis. In addition to
the Great Wall agreement, we expect to acquire or invest in other businesses,
products, services and technologies that complement or augment the Company's
service offerings and customer base. We currently are engaged in discussions
with a number of companies regarding strategic acquisitions or investments.
Although these discussions are ongoing, no definitive agreements have been
signed and there can be no assurance that any of these discussions will result
in actual acquisitions. In addition, we may seek to raise funds by offering debt
or equity to the public. There is no guarantee that we will be able to raise the
funds.  Thereafter,  we may  need to  raise  additional  funds  in order to meet
funding  requirements of a more rapid expansion  plan,  potential  acquisitions,
development of new or enhanced products or services,  in response to competitive
pressures or to acquire technologies or complimentary products or businesses.


                                       7
<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, 1999, December 30, 2000, and
December 31, 2001, 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:

             Off-balance sheet arrangements.

             Certain trading activities that include non-exchange traded
             contracts accounted for at fair value.

             Relationships and transactions with persons or entities that derive
             benefits from any non-independent relationships other than related
             party transactions discussed herein.



                                       8
<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


                                       9
<PAGE>

identify suitable acquisition, investment or strategic partnership candidates,
or if we do identify suitable candidates, we may not complete those transactions
on commercially acceptable terms or at all. Acquisitions often involve a number
of special risks, including the following:

       o    we may experience difficulty integrating acquired operations,
            products, services and personnel;
       o    we may be unable to retain acquired subscribers;
       o    the acquisition may disrupt our ongoing business;
       o    we may not be able to successfully incorporate acquired technology
            and rights into our service offerings and maintain uniform
            standards, controls, procedures, and policies;
       o    we may not be able to retain the key personnel of the acquired
            company;
       o    the businesses we acquire may fail to achieve the revenues and
            earnings we anticipated; and
       o    we may ultimately be liable for contingent and other liabilities,
            not previously disclosed to us, of the companies that we acquire.

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

       o    diluting security holders' ownership interest;
       o    causing us to incur additional debt; and
       o    forcing us to amortize expenses related to goodwill and other
            intangible assets.

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


                                       10
<PAGE>

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.


                                       11
<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.

       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



                                       12
<PAGE>

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.


                                       13
<PAGE>

RESTRICTIONS ON CURRENCY EXCHANGE MAY LIMIT OUR ABILITY TO UTILIZE OUR REVENUES
EFFECTIVELY

       We expect to derive a significant portion of revenues in the form of
Renminbi. Although Chinese governmental policies were introduced in 1996 to
allow greater convertibility of the Renminbi, significant restrictions still
remain. We can provide no assurance that the Chinese regulatory authorities will
not impose greater restrictions on the convertibility of the Renminbi. Any
future restrictions on currency exchanges may limit our ability to utilize
revenue generated in Renminbi to fund our business activities outside the PRC.

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

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

                           RISKS RELATING TO OUR STOCK

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

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

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

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

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



                                       14
<PAGE>

       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

       In July 2001, The Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, Business Combinations, and SFAS no. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires that the purchase method of accounting
be used for all business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method will be prohibited after that date. SFAS No. 142
changes the accounting for goodwill and intangible assets with indefinite lives
from an amortization method to an impairment-only approach and requires
intangible assets with finite lives to be amortized over their useful lives.
Thus, amortization of goodwill and intangible assets with indefinite lives will
cease upon adoption of the statement. SFAS No. 142 is required to be applied in
fiscal years beginning after December 15, 2001. The Company does not expect that
the adoption of SFAS No. 141 or SFAS No. 142 will have a significant immediate
impact on the financial condition or results of operations of the Company, as
the Company has no current planned business combinations, nor does it have any
goodwill or other intangible assets as of December 31, 2001.

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

Item 7. Financial Statements.

       The financial statements require by this Item are set forth at pages
indicated in Item 13 following page 19 of this Report.

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

       None.


                                       15
<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 as of December 31, 2001:

<TABLE>
<CAPTION>
Name                           Nationality     Age    Title
----                           -----------     ---    -----
<S>                            <C>             <C>    <C>
Mr. Wai, Man Keung             Hong Kong       42     Chief Executive Officer, Chairman of the Board and President
Mr. Wai, Man Ying Ken          Canadian        37     Vice President, Executive Director
Mr. Yiu, Barry                 Chinese         38     Vice President, Executive Director*
Ms. Chu,Vivian Wai Wa          Australian      32     Chief Secretary, Executive Director
Mr. Tsang, Paul                British         39     Chief Financial Officer
Mr. Xu, Jie Bin                Chinese         33     Chief Technology Officer
Mr. Lee, Conway Kong Wai       Australian      47     Non-executive Director
</TABLE>

*Commencing April, 2002.

       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 Chinawe Info-Tech Ltd in 1997, Mr. Wai has successfully built up one of
the leading construction companies based in Hong Kong - Chinawe Construction Co.
Ltd. with annual sales of US $200 million and more than 300 employees. 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 Chinawe Info-Tech Limited in Hong Kong in
1997.

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 building construction company 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 Chinawe Info-Tech Limited with his elder brother, Mr. Wai
Man Keung Alan. He studied General Science at the University of Waterloo,
Canada.


                                       16
<PAGE>

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.

Mr Paul Tsang has been our Chief Financial Officer since 2001. Mr Tsang has over
18 years of experience in corporate finance management, 14 years of which has
been with Hong Kong listed companies. His expertise includes asset and fund
management; mergers and acquisitions, structuring and packaging businesses and
companies for initial public offerings; devising and implementing tax
strategies; originating, managing and controlling corporate finance exercises;
due diligence review, etc. He is a fellow member of The Association of Chartered
Certified Accountants and The Hong Kong Society of Accountants. Mr Tsang
obtained his Bachelor of Social Science degree (major in Management Studies)
from the University of Hong Kong.

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.

Ms. Chu, Vivian Wai Wa has been our Chief Secretary and Executive Director since
she joined us in 1997. 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.

Mr. Xu, Jie Bin has been our Chief Technology Officer since he joined our
Company in 1999. He is responsible for our technological development. Between
1996 to 1998, Mr. Xu was a research assistant at the Department of Electrical
Engineering of the City University of Hong Kong from July 1996 to January 1998.
Prior to 1998, he was an assistant professor at Research Institute of Computer
Application (RICA) and a deputy director of the Telecom & Network Department in
RICA, South China University of Science & Technology. Mr. Xu obtained his Ph.D
degree in Electronic & Communication Engineering, a Masters degree in Radio
Engineering & Automatic Control and a BS degree in Radio Engineering from South
China University of Science & Technology.

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


                                       17
<PAGE>

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.

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
---------------------------                  ----              ------
Ken Wai                                      2001              $30,000

Item 11. Security Ownership of Certain Beneficial Owners and Management.

       The following table sets forth information as of December 31, 2001,
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                             55.1
Man Keung Wai 2                                    22,054,090                             55.1
Man Ying Ken Wai                                   0                                      0
Barry Yiu                                          0                                      0
Vivian Wai Wa Chu                                  0                                      0
Paul Tsang                                         0                                      0
Jie Bin Xu                                         0                                      0
All officers and directors as a group              22,054,090                             55.1
(through ownership of Gonet)
</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.



                                       18
<PAGE>

Item 12. Certain Relationships and Related Transactions.

       None.

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, 2001 and 2000
                Statement of Operations - Years Ended December 31, 2001 and 2000
                Statement of Shareholder's Deficit and Comprehensive Loss -
                Years Ended December 31, 2001 and 2000
                Statement of Cash Flow - Years Ended December 31, 2001 and 2000
                Notes to Financial Statements

       2.       Exhibits and Index:

       Exhibit
       No.              Description

       3.(i)            Articles of Incorporation.*
       3.(ii)           By-Laws.*
       3.(iii)          Merger Agreement and Plan of Reorganization dated
                        as of October 17, 2000 **
       10.1             Chinawe.com Inc. 2001 Restricted Stock Plan***
       23.1             Consent of Horwath Gelfond Hochstadt Pangburn, P.C.

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

       * 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 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 S-8, as filed with the
       Securities and Exchange Commission on October 17, 2001 and hereby
       incorporated by reference herein.



                                       19
<PAGE>

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

                                CHINAWE.COM INC.
--------------------------------------------------------------------------------

                        CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


CONTENTS                                                            PAGES

Independent auditors' report                                          1

Consolidated balance sheets                                           2

Consolidated statements of operations                                 3

Consolidated statements of shareholders' deficit
  and comprehensive loss                                              4

Consolidated statements of cash flows                                 5

Notes to the consolidated financial statements                     6 to 16






<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

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

We have audited the consolidated balance sheets of Chinawe.com Inc. and
subsidiaries as of December 31, 2001 and 2000, and the consolidated statements
of operations, shareholders' deficit and comprehensive loss, and cash flows for
each of 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Chinawe.com Inc. and
subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and cash flows for each of the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered a net loss of RMB 5,017,805 (US
$599,357) during the year ended December 31, 2001, and has a stockholders'
deficit and a working capital deficit of RMB 6,384,228 (US $762,568) and RMB
6,579,479 (US $785,442), respectively, at December 31, 2001. These conditions
raise substantial doubt about the company's ability to continue as a going
concern. Management's plans with regard to these matters are also described in
note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


HORWATH GELFOND HOCHSTADT PANGBURN, P.C.
Denver, Colorado
February 15, 2002

--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>


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

                                CHINAWE.COM INC.
--------------------------------------------------------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                   NOTE             2001                2001                2000
                                                                    ----                ----                ----
                                                                     US$                 RMB                 RMB
<S>                                               <C>        <C>                 <C>                  <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                            4,642              38,859              966,821
   Accounts receivable                                                  2,685              22,478               36,642
   Deposits                                                                 -                   -            2,495,403
   Other current assets                                                 9,093              76,130              205,071
                                                             ----------------    ----------------     ----------------
      TOTAL CURRENT ASSETS                                             16,420             137,467            3,703,937
                                                             ----------------    ----------------     ----------------

   Property, plant and equipment, net                5                 41,424             346,803              122,341
                                                             ----------------    ----------------     ----------------

   TOTAL ASSETS                                                        57,844             484,270            3,826,278
                                                             ================    ================     ================
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
   Accounts payable                                                     9,137              76,499               93,063
   Accrued expenses and others                                        161,767           1,354,312              501,828
   Customer deposits                                                   43,916             367,662            1,579,303
   Current portion of long-term debt                 7                  4,974              45,395                    -
   Convertible loan                                  6                      -                   -            1,602,194
   Advances from related parties                     8                582,068           4,873,078            1,390,922
                                                             ----------------    ----------------     ----------------
      TOTAL CURRENT LIABILITIES                                       801,862           6,716,946            5,167,310

NON-CURRENT LIABILITIES
   Long-term debt                                    7                 18,550             151,552                    -
                                                             ----------------    ----------------     ----------------

      TOTAL LIABILITIES                                               820,412           6,868,498            5,167,310
                                                             ----------------    ----------------     ----------------

SHAREHOLDERS' DEFICIT
   Preferred stock, par value US$0.001 per share,
     authorized 20,000,000 shares, none issued
   Common stock, par value US$0.001 per share,
     authorized 100,000,000 shares; issued and
     outstanding 40,000,000 shares (2001) and
     28,764,565 shares (2000)                                          40,000             320,000              230,120
   Capital in excess of par                                           (39,900)           (319,198)            (229,318)
   Accumulated deficit                                               (759,700)         (6,345,095)          (1,327,290)
   Accumulated other comprehensive loss                                (2,968)            (39,935)             (14,544)
                                                             ----------------    ----------------     ----------------

      TOTAL SHAREHOLDERS' DEFICIT                                    (762,568)         (6,384,228)          (1,341,032)
                                                             ----------------    ----------------     ----------------
TOTAL LIABILITIES AND
 SHAREHOLDERS' DEFICIT                                                 57,844             484,270            3,826,278
                                                             ================    ================     ================
</TABLE>


                 See notes to consolidated financial statements.

--------------------------------------------------------------------------------
                                                                          Page 2
<PAGE>

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

                                CHINAWE.COM INC.
--------------------------------------------------------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (NOTE 2(A))

<TABLE>
<CAPTION>
                                           NOTE              2001                 2001                2000
                                                             ----                 ----                ----
                                                              US$                  RMB                 RMB
<S>                                       <C>        <C>                  <C>                  <C>
Membership fee income                                           277,132            2,320,146            1,819,927

Administrative and general expenses                            (878,132)          (7,351,710)          (2,984,229)
                                                     ------------------   ------------------   ------------------

Loss from operations                                           (601,000)          (5,031,564)          (1,164,302)

Other income                                                      1,643               13,759              112,714
                                                     ------------------   ------------------   ------------------

Net loss                                                       (599,357)          (5,017,805)          (1,051,588)
                                                     ==================   ==================   ==================

Basic and diluted net loss per share                              (0.02)               (0.13)               (0.04)
                                                     ==================    =================    =================

Weighted average shares outstanding                          37,722,131           37,722,131           28,764,565
                                                     ==================   ==================   ==================
</TABLE>

















               See notes to the consolidated financial statements.



--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>

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

                                CHINAWE.COM INC.
--------------------------------------------------------------------------------


              CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT AND
                               COMPREHENSIVE LOSS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (NOTE 2(A))

<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                       Common stock                                              other             Total
                                       ------------            Capital in        Accumulated     comprehensive     Shareholders'
                                                Amount         excess of par     (deficit)       (loss)            (deficit)
                                 Shares         RMB            RMB               RMB             RMB               RMB
                                 ----------     ----------     -------------     -----------     -------------     -------------
<S>                              <C>            <C>            <C>               <C>             <C>               <C>
Balances, January 1, 2000        28,764,565      1,230,949          (230,040)     (2,844,041)            2,230        (1,840,902)
Capital adjustments
resulting from acquisition
of predecessor companies                        (1,000,829)                -       2,568,339            (2,230)        1,565,280

Capital contribution                      -              -               722               -                 -               722

Comprehensive loss:
   Net loss for the year
   ended December 31, 2000                -              -                 -      (1,051,588)                -        (1,051,588)

   Currency translation
   adjustments                            -              -                 -               -           (14,544)          (14,544)
                                 ----------     ----------     -------------     -----------     -------------     -------------
   Total comprehensive loss                                                                                           (1,066,132)

Balances, December 31, 2000      28,764,565        230,120          (229,318)     (1,327,290)          (14,544)       (1,341,032)

Acquisition of Neo
Modern Entertainment Corp.
by Chinawe.com Inc.              11,235,435         89,880           (89,880)              -                 -                 -

Comprehensive loss:
   Net loss for the year
   ended  December 31, 2001               -              -                 -      (5,017,805)                -        (5,017,805)

   Currency translation
   adjustments                            -              -                 -               -           (25,391)          (25,391)
                                 ----------     ----------     -------------     -----------     -------------     -------------
   Total comprehensive loss                                                                                           (5,043,196)
                                                                                                                   -------------
Balances, December 31, 2001      40,000,000        320,000          (319,198)     (6,345,095)          (39,935)       (6,384,228)
                                 ==========     ==========     =============     ===========     =============     =============
Balances, December 31, 2001
- US$                                               40,000           (39,900)       (759,700)           (2,968)         (762,568)
                                                ==========     =============     ===========     =============     =============
</TABLE>



               See notes to the consolidated financial statements.


--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>

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

                                CHINAWE.COM INC.
--------------------------------------------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (NOTE 2(A))

<TABLE>
<CAPTION>
                                                                  2001                2001                2000
                                                                  ----                ----                ----
                                                                   US$                 RMB                 RMB
<S>                                                      <C>                   <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                         (599,357)           (5,017,805)          (1,051,588)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
  Depreciation                                                       20,361               170,465               19,893
  Non-current asset adjustment on consolidation                           -                     -               44,558
  Changes in operating assets and liabilities,
    net of effects of acquisition:
      Decrease (increase) in accounts receivable                      1,692                14,164               (4,000)
      Decrease (increase) in other current assets                    14,384               120,426             (149,061)
      Decrease (increase) in deposits                               298,065             2,495,403           (2,495,403)
      (Decrease) increase in accounts payable                        (1,978)              (16,564)              51,479
      Increase in accrued expenses and others                       101,826               852,484              186,977
      (Decrease) increase in customer deposits                     (144,725)           (1,211,641)           1,037,959
                                                         ------------------    ------------------   ------------------

  NET CASH USED IN OPERATING ACTIVITIES                            (309,732)           (2,593,068)          (2,359,186)
                                                         ------------------    ------------------   ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of plant and equipment                                   (47,204)             (395,194)            (142,238)
                                                         ------------------    ------------------   ------------------
  NET CASH USED IN INVESTING ACTIVITIES                             (47,204)             (395,194)            (142,238)
                                                         ------------------    ------------------   ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase in convertible loan                                            -                     -            1,602,194
  Increase in advances from related
    parties (Note 7)                                                251,867             2,108,628            5,435,660
  Repayments to related parties (Note 7)                            (30,495)             (255,307)          (6,274,251)
  Increase in long-term debt                                         28,667               240,000                    -
  Repayment of long-term debt                                        (5,142)              (43,053)                   -
  Issuance of common stock by subsidiary                                  -                     -            2,220,998
  Cash paid to acquire subsidiaries                                       -                     -             (561,853)
                                                         ------------------    ------------------   ------------------

  NET CASH PROVIDED BY FINANCING ACTIVITIES                         244,897             2,050,268            2,422,748
                                                         ------------------    ------------------   ------------------
  Net (decrease) in cash and
    cash equivalents                                               (112,039)             (937,994)             (78,676)

  Cash and cash equivalents, beginning                              115,483               966,821            1,054,236

  Effect of exchange rate on cash                                     1,198                10,032               (8,739)
                                                         ------------------    ------------------   ------------------

CASH AND CASH EQUIVALENTS, ENDING                                     4,642                38,859              966,821
                                                         ==================    ==================   ==================
</TABLE>


Supplemental cash flow information Note 10



               See notes to the consolidated financial statements.

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                                                                          Page 5
<PAGE>

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                                CHINAWE.COM INC.
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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

1.       BACKGROUND

         On March 15, 2001, Neo Modern Entertainment Corporation ("Neo Modern")
         completed a merger with Chinawe.com Inc., 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. ("Chinawe", or the "Company"), and each
         outstanding share of Chinawe common stock was converted into 2,876.4565
         shares of the Neo Modern common stock. All share and per share amounts
         reflect the conversion.

         The purpose of the merger was to acquire a controlling interest in
         Chinawe and to terminate the prior business of Neo Modern in favor of
         the Chinawe business. Chinawe, through its subsidiaries based in Hong
         Kong and the People's Republic of China (the "PRC"), is in the business
         of enabling e-commerce transactions for small and medium-size producers
         of goods on Mainland China for sale to overseas wholesale customers,
         and managing assets located in the PRC by attempting to expedite
         transactions between Chinese operators of these assets and overseas
         purchasers and joint-ventures. This transaction has been recorded as an
         acquisition of Neo Modern by Chinawe and a recapitalization of Chinawe.

         In June 2001, the Company entered into an engagement with a
         PRC-government controlled financial institution under which the Company
         expects to develop a new corebusiness of asset restructuring, transfer,
         leasing or securitization (Note 3). Through December 2001, the Company
         did not complete any transactions under the agreement and its core
         business remained unchanged.

         The consolidated financial statements include the accounts of Chinawe
         and the following subsidiaries:

         Officeway Technology Limited ("Officeway"); incorporated in the British
         Virgin Islands in December 1999, formed for the purpose of acquiring
         (in March 2000) its wholly-owned subsidiary, Welcon Info-Tech Limited.

         Welcon Info-Tech Limited ("WIT(HK)"); incorporated in Hong Kong in June
         1997, WIT(HK) provides subscriber services for the production of
         website image and business-to-business e-marketplace for small to
         medium size businesses.


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                                CHINAWE.COM INC.
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1.       BACKGROUND (CONTINUED):

         Welcon Info-Tech Limited ("WIT(GZ)"); a joint venture formed in March
         2000. WIT(HK) entered into a joint venture agreement with Guangzhou
         Welcon Info-Tech Limited (the "PRC Party") to establish a Sino-foreign
         co-operative joint venture in Guangzhou for a period of 10 years. The
         PRC Party was registered in Guangzhou in March 1998 and is principally
         engaged in providing subscriber services for the development of
         computer software and networking, website design, technical consulting
         and business-to-business e-marketplace for small to medium size
         businesses. The joint venture agreement required WIT(HK) to invest
         RMB1,056,412 into the joint venture. The PRC Party is to provide
         premises, facilities and licensing agreements for an annual service fee
         of RMB100,000. All profits or losses, net of service fees from the
         joint venture are to be allocated to WIT(HK).

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)      Basis of presentation

                  The accompanying financial statements present the financial
                  position of the Company, Officeway, WIT (HK) and WIT (GZ) as
                  of December 31, 2001 and 2000 and the results of their
                  operations and cash flows for the years ended December 31,
                  2001 and 2000. Prior to March 15, 2000, the Company, WIT (HK),
                  and WIT (GZ) combined, represented the predecessor operations
                  of the Company. Subsequent to March 15, 2000, the accompanying
                  financial statements present the financial position, results
                  of operations and cash flows of the Company and its
                  subsidiaries on a consolidated basis. All inter-company
                  accounts and transactions have been eliminated in combination
                  and consolidation.

         (b)      Cash and cash equivalents

                  Cash and cash equivalents include cash on hand and deposits
                  with banks with an original maturity of three months or less.

         (c)      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%


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                                CHINAWE.COM INC.
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2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         (c)      Property, plant, and equipment (continued):

                  Management assesses the carrying value of its long-lived
                  assets for impairment when circumstances warrant such a
                  review. Management considers projected future operating
                  results, cash flows, trends and other circumstances in its
                  assessment. Based on its review, management does not believe
                  that any impairment has occurred as of December 31, 2001.

         (d)      Translation of foreign currencies

                  Monetary items denominated in foreign currencies are
                  translated into Renminbi at the rate of exchange in effect at
                  the balance sheet date. Non-monetary items denominated in
                  foreign currencies are translated into Renminbi at the
                  approximate rate of exchange in effect at the translation
                  date. Any revenue or expense resulting from a transaction made
                  in a foreign currency is translated into Renminbi at the
                  approximate rate of exchange in effect on the date of the
                  transaction. Foreign exchange gains or losses resulting from
                  the translation or settlement of a monetary item in a foreign
                  currency are included in the determination of net earnings.

                  Translation of amounts from RMB into US$ for the convenience
                  of the reader has been made at the Exchange Rate of US$1.00 =
                  RMB8.372 as of December 31, 2001. No representation is made
                  that the RMB amounts could have been, or could be, converted
                  into United States dollars at that rate on December 31, 2001
                  and 2000 or at any other date.

         (e)      Income taxes

                  Deferred tax assets and liabilities are recognized for the
                  future tax consequences attributable to differences between
                  the financial statement 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.

         (f)      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
                  subscription and membership agreements.



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                                CHINAWE.COM INC.
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2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         (g)      Use of estimates in the preparation of financial statements

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and assumptions that affect the reported
                  amounts of assets and liabilities and 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. Management makes these estimates using the
                  best information available at the time the estimates are made;
                  however actual results could differ from those estimates.

          (h)     Fair value of financial instruments

                  The fair value of the Company's related parties' receivables
                  and payables are not practicable to estimate due to the
                  related party nature of the underlying transactions.
                  Management believes that the carrying amount of the Company's
                  other financial instruments approximates their fair values
                  primarily because of the short-term maturities of these
                  instruments.

           (i)    Earning per share

                  Statement of Financial Accounting Standard No. 128, Earnings
                  per Share, ("SFAS No. 128") 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 share 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 has
                  no potential common stock instruments which would result in
                  diluted earnings per share in 2001 or 2000. The basic and
                  diluted weighted average common shares outstanding are
                  37,722,131 and 28,764,565 for the years ended December 31,
                  2001 and 2000, respectively

         (j)      Comprehensive income

                  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 only components of comprehensive
                  income are foreign currency translation adjustments.


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                                CHINAWE.COM INC.
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2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         (k)      Recently issued accounting pronouncements

                  In July 2001, The Financial Accounting Standards Board
                  ("FASB") issued SFAS No. 141, Business Combinations, and SFAS
                  no. 142, Goodwill and Other Intangible Assets. SFAS No. 141
                  requires that the purchase method of accounting be used for
                  all business combinations initiated after June 30, 2001. Use
                  of the pooling-of-interests method will be prohibited after
                  that date. SFAS No. 142 changes the accounting for goodwill
                  and intangible assets with indefinite lives from an
                  amortization method to an impairment-only approach and
                  requires intangible assets with finite lives to be amortized
                  over their useful lives. Thus, amortization of goodwill and
                  intangible assets with indefinite lives will cease upon
                  adoption of the statement. SFAS No. 142 is required to be
                  applied in fiscal years beginning after December 15, 2001. The
                  Company does not expect that the adoption of SFAS No. 141 or
                  SFAS No. 142 will have a significant immediate impact on the
                  financial condition or results of operations of the Company,
                  as the Company has no current planned business combinations,
                  nor does it have any goodwill or other intangible assets as of
                  December 31, 2001.

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

3.       GOING CONCERN, RESULTS OF OPERATIONS AND MANAGEMENT'S PLANS

         The Company's financial statements for the year ended December 31, 2001
         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, 2001,
         the Company reported a net loss of RMB 5,017,805 (US $599,357) and at
         December 31, 2001 has a stockholders' deficit and a working capital
         deficit of RMB 6,384,228 (US $762,568) and RMB 6,579,479 (US $785,422),
         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:





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3.      GOING CONCERN, RESULTS OF OPERATIONS AND MANAGEMENT'S PLANS (CONTINUED):

        (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,
                 the Company will take over, manage and dispose of
                 non-performing assets ("the Assets") valued at approximately
                 RMB400 billion. The agreement has a five-year term with
                 options to renew, and results in the Company entering into the
                 business of asset restructuring, asset transfer, asset
                 leasing, asset auction or asset securization 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. Under the agreement
                 the Company is to receive approximately 1.2% to 2% of the
                 gross sales price of the Assets.

        (2)      The Company is finalizing the negotiations for a financing
                 agreement with a Hong Kong based financial institution ("the
                 Institution"). Under the pending agreement the Institution
                 is to assist and advise the Company in the purchase of a
                 batch of selected Assets with a book value of approximately
                 US$300,000,000 directly from Great Wall. The Company is
                 seeking to receive an initial amount of US$1,000,000 to be
                 used to perform due diligence on selected Assets as well as
                 to provide approximately six months of the Company's
                 operating costs. The financing agreement provides for
                 additional funding of approximately US$15,000,000 which, if
                 obtained, is expected to be used as an initial payment for
                 the selected Assets as well as to provide three years of the
                 Company's operating costs. The pending agreement provides
                 for payment to the Institution of a retainer fee payable in
                 stock equal to 2% of the Company's current outstanding common
                 stock, of which one half is to be paid upon signing the
                 pending agreement and the balance three months thereafter. In
                 addition, the pending agreement provides that the Institution
                 will be paid 3% of funds raised by the Institution as well as
                 one third of fees earned by the Company under the agreement
                 with Great Wall.

        The financial statements do not include any adjustments relating to the
        recoverability and classification of assets or the amounts and
        classification of liabilities that might be necessary should the
        Company be unsuccessful in implementing these plans, or otherwise
        unable to continue as a going concern.

4.      ACQUISITION OF WIT (HK) AND WIT (GZ)

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


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                                CHINAWE.COM INC.
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5.       PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                      2001                2001                2000
                                                      ----                ----                ----
                                                       US$                 RMB                 RMB
         <S>                                     <C>                 <C>                <C>
         At cost,
         Computer equipment                               17,930             150,108             103,330
         Leasehold improvement                             4,886              40,905              38,904
         Motor vehicle                                    41,347             346,158                   -
                                                 ---------------     ---------------    ----------------

         Total cost                                       64,163             537,171             142,234

         Accumulated depreciation                         22,739             190,368              19,893
                                                 ---------------     ---------------    ----------------

         Net                                              41,424             346,803             122,341
                                                 ===============     ===============    ================
</TABLE>

6.       CONVERTIBLE LOAN

         On August 26, 2000, the Company entered into an agreement with a third
         party whereby the third party provided financial support to the Company
         by way of a loan of HK$1,500,000 (RMB1,620,384) to support the
         Company's restructuring activity. The loan was convertible into 6.37%
         of the shares of the Company, was non-interest bearing and unsecured.
         On October 19, 2001 the Company's principal shareholder repaid the loan
         to the party on behalf of the Company by transferring to him 2,548,000
         shares or 6.37% of the Company's outstanding common stock owned by the
         principal shareholder. The transfer of shares by the principal
         shareholder has been accounted for as an advance from the principal
         shareholder.

7.       LONG TERM DEBT

         Long term debt consists of a bank loan with RMB 196,947 outstanding at
         Decembr 31, 2001. The loan is unsecured, is due in December 2005, bears
         interest at 5.31% per annum and is repayable in monthly installments of
         RMB 4,563. Maturities under the loan are as follows:

                                 Year ending                    Amount
                                 December 31                     RMB

                                    2002                          45,395
                                    2003                          47,865
                                    2004                          50,740
                                    2005                          53,217
                                                            ------------

                                                                 196,947
                                                            ============

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                                CHINAWE.COM INC.
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8.       RELATED PARTY BALANCES AND TRANSACTIONS

         The balances with related parties are as follows:

<TABLE>
<CAPTION>
                                                        2001                2001                2000
                                                        ----                ----                ----
                                                         US$                 RMB                 RMB
         <S>                                       <C>                <C>                <C>
         Advances from related parties:
           Shareholders                                   578,642           4,844,393           1,362,237
           PRC party                                        3,426              28,685              28,685
                                                   --------------     ---------------    ----------------

                                                          582,068           4,873,078           1,390,922
                                                   ==============     ===============    ================
</TABLE>

         All balances with related parties are unsecured, interest free and
         payable on demand. During the years ended December 31, 2001 and 2000,
         the Company received advances from related parties of RMB2,108,628 and
         RMB5,435,660, respectively. In addition, the convertible loan as
         disclosed in note 6 was repaid by the principal shareholder, resulting
         in the Company owing an additional RMB 1,620,384 to related parties.
         The Company also repaid advances of RMB255,307 and RMB6,274,251 during
         the years ended December 31, 2001 and 2000, respectively.

         The Company occupies office space in a building leased by an affiliate
         of the Company. Rent expense for each of the years ended December 31,
         2001 and 2000 was approximately RMB129,000.

9.       INCOME TAXES

         It is management's intention to reinvest all the income attributable to
         the Company earned by its operations outside the United States.
         Accordingly, no U.S. corporate income taxes will be provided 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 carry on business and derive income in Hong Kong are subject
         to Hong Kong profits tax at 16%. Companies that carry on business and
         derive income into the PRC are subject to national income tax at 30%
         and local income tax at 3%.

         No income taxes have been provided for WIT(HK) as it incurred tax
         losses during 2001 and 2000. No income taxes have been provided for
         WIT(GZ) as it has incurred losses since it began operating in March
         2000.


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9.       INCOME TAXES (CONTINUED):

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

<TABLE>
<CAPTION>
                                                                           2001                 2000
                                                                    ----------------     ----------------
                                                                        % of Pre-tax         % of Pre-tax
                                                                              income               income
         <S>                                                        <C>                  <C>
         Computed "expected" tax benefit                                          34                   34
         Operating losses for which a benefit has
             not been recognized                                                 (34)                 (34)
                                                                    ----------------     ----------------
                                                                                   -                    -
                                                                    ================     ================
</TABLE>

         The Company's deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                                           2001                 2001                 2000
                                                                           US$                  RMB                  RMB
                                                                    ----------------     -----------------     ---------------
         <S>                                                        <C>                  <C>                   <C>
         Hong Kong operating loss carry forward                               25,255               211,433             254,647
         PRC operating loss carry forward                                    104,697               876,523             162,401
         Deferred tax assets valuation allowance                            (129,952)           (1,087,956)           (417,048)
                                                                    ----------------     -----------------     ---------------
         Net deferred tax assets                                                   -                     -                   -
                                                                    ================     =================     ===============
</TABLE>

         At December 31, 2001, the Company has Hong Kong and PRC operating loss
         carryforwards of approximately RMB 1,321,500 and RMB 2,656,100,
         respectively. Hong Kong losses are available for offset indefinitely
         and PRC losses are available for offset for five years. Management has
         provided a full allowance for deferred tax assets as realization of the
         assets is not assured.

10.      SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                           2001                 2001                 2000
                                                                           US$                  RMB                  RMB
                                                                    ----------------     -----------------     ---------------
         <S>                                                        <C>                  <C>                   <C>
         Cash paid for interest                                                1,398                11,706                   -
                                                                    ================     =================     ===============
</TABLE>



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10.      SUPPLEMENTAL CASH FLOW INFORMATION (CONTINUED):

         Non-cash investing and financing activities

         (a)      In March 2000, the company purchased all of the capital stock
                  of WIT (HK) for US$67,873 (RMB561,853). In conjunction with
                  the acquisition, liabilities were assumed as follows:

<TABLE>
<CAPTION>
                                                                     US$                    RMB
                  <S>                                           <C>                <C>
                  Fair value of assets acquired                      214,486           1,775,515
                  Cash paid for capital stock                        (67,873)           (561,853)
                                                                ------------       -------------
                  Liabilities assumed                                146,613           1,213,662
                                                                ============       =============
</TABLE>

         (b)      On October 19, 2001, the Company's principal shareholder
                  repaid the convertible loan of HK$1,500,000 (RMB1,620,384) by
                  transferring to the note holder 2,548,000 of shares it owns of
                  the Company's outstanding common stock.

11.      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
         December 31, 2001, no awards have been made under the plan.

12.      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.



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                                CHINAWE.COM INC.
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12.      RISK CONSIDERATIONS (CONTINUED):

         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.





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                                                                         Page 16

<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 15, 2002

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 15, 2002
-------------------------------      and Director (Principal Executive Officer and
Man Keung Wai                                 Principal Financial Officer)


/s/ Man Ying Ken Wai                 Vice President of Marketing, Executive Director         April 15, 2002
-------------------------------
Man Ying Ken Wai


/s/ Vivian Wai Wa Chu                      Chief Secretary, Executive Director               April 15, 2002
-------------------------------
Vivian Wai Wa Chu
</TABLE>