<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, 2002

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

                 For the transition period from ______ to ______

                        Commission file number: 000-29169

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

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

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

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

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

                                      None

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

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


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

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

         The issuer's revenues for the fiscal year ended December 31, 2002 were
RMB582,827 (US$70,330).


<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 May 22, 2003 was approximately $179,459.

         The number of shares of common stock, par value $.001 per share,
outstanding as of May 1, 2003 was 40,000,000 shares.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

         Transitional Small Business Disclosure Format

         Yes___                     No  X

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



<PAGE>

                                     PART I

Item 1. Description of Business.

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

        The Company's financial statements for the year ended December 31, 2002
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, 2002, the Company reported a net
loss of RMB1,626,701 (US $196,296) and at December 31, 2002 has a stockholders'
deficit and a working capital deficit of RMB7,954,070 (US $959,825) and
RMB8,045,435 (US $970,850), respectively. The Company has also experienced
difficulty and uncertainty in meeting its liquidity needs. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans to address these concerns include:

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

        (2)  In August 2002, the Company signed a Memorandum of Understanding
             with Great Wall ("MOU-GW") for the purchase of a group of selected
             assets with a face value of approximately US$400,000,000 directly
             from Great Wall (the "Acquisition"). The Company is currently
             negotiating the terms and conditions of a definitive agreement for
             the Acquisition with Great Wall. It is anticipated that the Company
             will enter into such definitive agreement within three to six
             months. In order to execute a definitive agreement with Great Wall
             for the Acquisition, the Company will need to obtain one or more
             sources of financing. Accordingly, in October 2002, the Company
             entered into a Memorandum of Understanding with a United
             States-based investor (the "MOU-USI"). The parties are bound by
             confidentiality agreement not to disclose the identity nor the
             preliminary terms of the deal unless and until a formal agreement
             is signed. Under the MOU-USI, the Company and such investor are to
             form a joint venture on terms to be mutually agreed upon for the
             Acquisition. The Company is currently negotiating with the investor
             the terms and conditions, including financing, of the joint
             venture. It is anticipated that the joint venture agreement will be
             executed at or immediately prior to the time the formal Acquisition
             agreement with Great Wall is entered into. The agreement with Great
             Wall will be conditioned upon the Company's entering into a
             definitive agreement with the investor and the agreement with the
             investor will be conditioned upon the Company's entering into a
             definitive agreement with Great Wall. There can be no assurance
             that the Company will be able to negotiate mutually satisfactory
             agreements with Great Wall and/or the investor. Upon completion of
             the Acquisition and obtaining all necessary PRC government
             approvals, the Company will be engaged in the asset servicing
             business as its core activities.

        (3)  Upon signing of the formal agreements mentioned in Section (2)
             above, the Company expects to issue an aggregate of five to ten
             million shares of common stock to various finders as compensation
             for their efforts and contributions in connection with the
             Acquisition.

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

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

        We believe that our services provide a number of benefits that will
attract a growing number of buyers and suppliers of China-made products to its
e-marketplace. As more suppliers offer information and products through
Chinawe.com, more buyers


<PAGE>

will be encouraged to use Chinawe's services, which will result in a network
effect, i.e., the value of the Company's services to each member increases
significantly with the addition of each new member.

Item 2. Description of Property.

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

Item 3. Legal Proceedings.

        We are not engaged in any litigation or governmental proceedings.

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

        No matters were submitted to a vote of security holders during the
quarter ended December 31, 2002.


                                     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".

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

<TABLE>
<CAPTION>
                                                      High            Low
                                                      ---             ---
<S>                                                   <C>             <C>
2002
----
January 1, 2002 - March 31, 2002                      .09             .03
April 1, 2002 - June 30, 2002                         .10             .03
July 1, 2002 - September 30, 2002                     .095            .04
October 1, 2002 - December 31, 2002                   .06             .02

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
</TABLE>

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

        On May 22, 2003, our shares of common stock was quoted at $.02 per
share.

    (b) The number of holders of our Common Stock was approximately 114 on
        December 31, 2002, computed by the number of record holders, inclusive
        of holders for whom shares are being held in the name of brokerage
        houses and clearing agencies.

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


                                        2

<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation.

        The following discussion should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in this
Form 10-KSB. The following discussion contains forward-looking statements. Our
actual results may differ significantly from those projected in the
forward-looking statements. Factors that might cause future results to differ
materially from those projected in the forward-looking statements include, but
are not limited to, those discussed in "Risk Factors" and elsewhere in this
document.

Overview - Results of Operations

        Our financial statements have been prepared assuming that we will
continue in business as a going-concern. Presently, we generate no significant
income and have incurred net losses since inception. Our prospects must be
considered in light of the significant risks, costs and difficulties often
encountered by enterprises in their early stages of development, in particular
companies in the Internet sector and, more specifically, targeting and operating
in the Greater China and Asian markets. As discussed in our financial statements
and in this section, we have suffered a net loss of RMB1,626,701 (US $196,296)
during the year ended December 31, 2002. At the end of this period we had a
stockholders' deficit of RMB7,954,070 (US $959,825) and a working capital
deficit of RMB8,045,435 (US $970,850). The Independent's Auditors Report on the
Company's financial statements as of and for the years ended December 31, 2002
and 2001 included a "going concern" explanatory paragraph which means that the
Auditors expressed substantial doubt about the Company's ability to continue as
a going concern. Management's plans with respect to these matters are described
in this section 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, 2002 compared to the year ending December 31, 2001.

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

Expenses. Administrative and general expenses for the year ending December 31,
2002 were RMB2,209,606 as compared to administrative and general expenses of
RMB7,351,710 for the year ending December 31, 2001, a decrease of 70%.

As a consequence of the foregoing, our loss from operations decreased from
RMB5,031,564 for the year ending December 31, 2001 to RMB1,626,779 for the year
ending December 31, 2002. Our net loss decreased from RMB5,017,805 for the year
ending December 31, 2001 to RMB1,626,701 for the year ending December 31, 2002.

Year ending December 31, 2001 compared to the year ending December 31, 2000.

Revenues. Subscription and service income for the year ending December 31, 2001
was RMB2,320,146 as compared to subscription and service income of RMB1,819, 927
for the year ending December 31, 2000, an increase of 27%. Other income for the
year ending December 31, 2001 was RMB13,759 as compared to other income of
RMB112,714 for the year ending December 31, 2000 a decrease of 88%.

Expenses. Administrative and general expenses for the year ending December 31,
2001 were RMB7,351,710 as compared to administrative and general expenses of
RMB2,984,229 for the year ending December 31, 2000, an increase of 150%.


                                       3
<PAGE>

As a consequence of the foregoing, our loss from operations increased from
RMB1,164,302 for the year ending December 31, 2000 to RMB5,031,564 for the year
ending December 31, 2001. Our net loss increased from RMB1,051,588 for the year
ending December 31, 2000 to RMB5,017,805 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.

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.

        The Company's financial statements for the year ended December 31, 2002
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, 2002, the Company reported a net
loss of RMB1,626,701 (US $196,296) and at December 31, 2002 has a stockholders'
deficit and a working capital deficit of RMB7,954,070 (US $959,825 and
RMB8,045,435 (US $970,850), 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


                                       4
<PAGE>

concerns include:

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

        (2) In August 2002, the Company signed a Memorandum of Understanding
with Great Wall ("MOU-GW") for the purchase of a group of selected assets with a
face value of approximately US$400,000,000 directly from Great Wall (the
"Acquisition"). The Company is currently negotiating the terms and conditions of
a definitive agreement for the Acquisition with Great Wall. It is anticipated
that the Company will enter into such definitive agreement within three to six
months. In order to execute a definitive agreement with Great Wall for the
Acquisition, the Company will need to obtain one or more sources of financing.
Accordingly, in October 2002, the Company entered into a Memorandum of
Understanding with a United States-based investor (the "MOU-USI"). The parties
are bound by confidentiality agreement not to disclose the identity nor the
preliminary terms of the deal unless and until a formal agreement is signed.
Under the MOU-USI, the Company and such investor are to form a joint venture on
terms to be mutually agreed upon for the Acquisition. The Company is currently
negotiating with the investor the terms and conditions, including financing, of
the joint venture. It is anticipated that the joint venture agreement will be
executed at or immediately prior to the time the formal Acquisition Agreement
with Great Wall is entered into. The agreement with Great Wall will be
conditioned upon the Company's entering into a definitive agreement with the
investor and the agreement with the investor will be conditioned upon the
Company's entering into a definitive agreement with Great Wall. There can be no
assurance that the Company will be able to negotiate mutually satisfactory
agreements with Great Wall and/or the investor. Upon completion of the
Acquisition and obtaining all necessary PRC government approvals, the Company
will be engaged in the asset servicing business as its core activities.

        (3) Upon signing of the formal agreements mentioned in Section (2)
above, the Company expects to issue an aggregate of five to ten million shares
of common stock to various finders as compensation for their efforts and
contributions in connection with the Acquisition.

        Our current cash balances will not be sufficient to meet our working
capital and capital expenditure requirements for the next six months. It is
anticipated that with the further expansion of operations we will incur negative
cash flows, therefore requiring us to seek additional 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, there may be the requirement to amortize
significant amounts of goodwill and other intangible assets in connection with
future acquisitions, which would materially increase the Company's operating
expenses. In addition, we may seek to raise funds by offering debt or equity to
the public. There is no guarantee that we will be able to raise the funds.
Thereafter, we may need to raise additional funds in order to meet funding
requirements of a more rapid expansion plan, potential acquisitions, development
of new or enhanced products or services, in response to competitive pressures or
to acquire technologies or complimentary products or businesses.

Quantitative And Qualitative Disclosures About Market Risk

We are not exposed to a material level of market risks due to changes in
interest rates. We do not 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, 2001 and December 31, 2002,
we did not engage in hedging activities to mitigate the impact of changes in
foreign exchange rates. We may in the future use foreign currency forward
exchange contracts as a vehicle for hedging purposes.



                                       5
<PAGE>

Critical Accounting Policies And Estimates

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

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

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

        We do not have any of the following:

        o    Off-balance sheet arrangements.

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

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





                                       6
<PAGE>


                                  RISK FACTORS

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

Risks Relating To Our Business

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

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

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

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

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

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

OUR MANAGEMENT HAS LIMITED EXPERIENCE OPERATING A PUBLIC COMPANY

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

As part of our long-term growth strategy, we may seek to acquire or make
investments in complementary businesses, technologies, services or products or
enter into strategic relationships with parties who can provide access to those
assets, if appropriate opportunities arise. From time to time, we may enter into
discussions and negotiations with companies regarding our acquiring, investing
in, or partnering with their businesses, products, services or technologies. We
may not identify suitable acquisition, investment or strategic partnership
candidates, or if we do identify suitable candidates, we may not complete those
transactions on commercially acceptable terms or at all. Acquisitions often
involve a number of special risks, including the following:

        o    we may experience difficulty integrating acquired operations,
             products, services and personnel;

        o    we may be unable to retain acquired subscribers;

        o    the acquisition may disrupt our ongoing business;

        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



                                       7
<PAGE>

        o    we may ultimately be liable for contingent and other liabilities,
             not previously disclosed to us, of the companies that we acquire.

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

        o    diluting security holders' ownership interest;

        o    causing us to incur additional debt; and

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

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

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

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

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

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

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

OUR SERVICES AND REPUTATION MAY BE ADVERSELY AFFECTED BY SOFTWARE DEFECTS

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


                    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.



                                       8
<PAGE>

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 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.


                                       9
<PAGE>

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

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

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

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


                           RISKS RELATING TO OUR STOCK

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

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

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

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

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

        Absent Nasdaq SmallCap Market or other Nasdaq or stock exchange listing,
trading, if any, in common stock will, as it presently is, continue in the
"Electronic Bulletin Board" 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 2002, The Financial Accounting Standards Board ("FASB") issued
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities", which requires costs associated with exit or disposal activities to
be recognized when the costs are incurred, rather than at a date of commitment
to an exit or disposal plan. The provisions of SFAS 146 are effective for
disposal activities initiated after December 31, 2002.

        In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions - an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation" which applies to all acquisitions of a financial institution
except those between two or more mutual enterprises, which is being addressed in
a separate project. The provisions of SFAS No. 147 are effective on October 1,
2002.


                                       10
<PAGE>

        In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of FASB
Statement No. 123". SFAS No. 148 amends SFAS No. 123 to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. Companies having a year-end after December 15, 2002
are required to follow the prescribed format and provide the additional
disclosures in their annual reports.

        The Company is currently assessing the effect of the adoption of the
provisions of these statements on the financial statements.

Item 7. Financial Statements.

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

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

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

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

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

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

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

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



                                       11
<PAGE>


                                    Part III

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

Management

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

<TABLE>
<CAPTION>
Name                           Nationality      Age     Title
----                           -----------      ---     -----
<S>                            <C>              <C>     <C>
Mr. Wai, Man Keung             Hong Kong        43      Chief Executive Officer, Chairman of the Board
                                                        and President
Mr. Wai, Man Ying Ken          Canadian         38      Vice President, Director
Mr. Yiu, Barry                 Chinese          39      Vice President, Director
Ms. Chu,Vivian Wai Wa          Australian       33      Chief Financial Officer, Secretary and Director
Mr. Lee, Conway Kong Wai       Australian       48      Non-executive Director
</TABLE>


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

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

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

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

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

Other Employees

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

Mr. Ng, Yuet Tong Jeffrey, is our Director of Technology, responsible for our
development of technology. He has 10 years experience in the IT industry. Prior
to joining our Company in 1997, Mr. Ng was the system engineer with a HK local
software company directly responsible for development technology and project
management. Before that, Mr. Ng was a Senior System




                                       12
<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.

<TABLE>
<CAPTION>
Name and Principal Position                           Year              Salary
---------------------------                           ----              ------
<S>                                                   <C>                 <C>
Man Keung Wai                                         2002                $0
                                                      2001                 0
</TABLE>

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

         The following table sets forth information as of April 1, 2003,
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
All officers  and  directors as a group      22,054,090                                  55.1
(through ownership of Gonet)(4 persons)
</TABLE>

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

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

         The following table sets forth information as of December 31, 2002 with
respect to compensation plans (including individual compensation arrangements)
under which shares of the Company's Common Stock are authorized for issuance:



                                       13
<PAGE>


                      Equity Compensation Plan Information

<TABLE>
<CAPTION>
                                                                                       Number of securities
                                                                                      remaining available for
                                                                                       future issuance under
                                Number of securities to        Weighted-average         equity compensation
                                be issued upon exercise        exercise price of         plans (excluding
                                of outstanding options,      outstanding options,     securities reflected in
                                  warrants and rights         warrants and rights           column (a))
<S>                             <C>                          <C>                      <C>
      Plan category                       (a)                        (b)                        (c)

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

Equity compensation plans
not approved by security                   0                         N/A                     5,000,000
holders
          Total                            0                         N/A                     5,000,000
</TABLE>


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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

No awards may be made under the Plan subsequent to December 31, 2011.

Item 12. Certain Relationships and Related Transactions.

         None.

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

Documents filed as part of this Report:

<TABLE>
<CAPTION>
<S>       <C>
           1.   Financial Statements of Chinawe.com Inc.:

                Report of Independent Auditors
                Balance Sheet - Years Ended December 31, 2002 and 2001
                Statement of Operations - Years Ended December 31, 2002 and 2001
                Statement of Shareholder's Deficit and Comprehensive Loss - Years Ended December 31, 2002 and 2001
                Statement of Cash Flow - Years Ended December 31, 2002 and 2001
                Notes to Financial Statements

           2.   Exhibits and Index:

           Exhibit
           No.              Description

           3.(i)            Articles of Incorporation.*
           3.(ii)           By-Laws.*
           3.(iii)          Merger Agreement & Plan of Reorganization dated as of October 17, 2000 **
           10.1             Chinawe.com Inc. 2001 Restricted Stock Plan***
           21               Subsidiaries
           23.1             Consent of Moores Rowland
           23.2             Consent of Horwath Gelfond Hochstadt Pangburn, P.C.
           99.1             Certification of Chief Executive Officer
           99.2             Certification of Chief Financial Officer
</TABLE>

          No reports on Form 8-K were filed during the quarter ended December
          31, 2002.

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

     * 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.



                                       15
<PAGE>

     *** 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.

Item 14. Controls and Procedures.

     (a)      Evaluation of Disclosure Controls and Procedures

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

     (b)      Changes in Internal Controls

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

     Item 15. [Reserved].










                                       16
<PAGE>


                                     CONTENT




Independent Auditors' Reports                                              F1

Consolidated Statements of Operations                                      F3

Consolidated Balance Sheets                                                F4

Consolidated Statements of Changes in Stockholders' Deficit                F5

Consolidated Statements of Cash Flows                                      F6

Notes to and forming Part of the Consolidated Financial Statements      F7 - F15



<PAGE>






Independent Auditors' Report


To the Stockholders and the Board of Directors of
Chinawe.com Inc.

We have audited the accompanying consolidated balance sheet of Chinawe.com Inc.
(the "Company") and its subsidiaries (collectively referred to as the "Group")
as of December 31, 2002, and the related consolidated statements of operations,
changes in stockholders' deficit and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. The consolidated financial statements
of the Group as of and for the year ended December 31, 2001 were audited by
other auditors whose report dated February 15, 2002 on those statements included
an explanatory paragraph describing conditions that raised substantial doubt
about the Group's ability to continue as a going concern.

We conducted our audit 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 consolidated
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 audit provides a
reasonable basis for our opinion.

In our opinion, the 2002 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Group as
of December 31, 2002 and the results of their operations and their cash flows
for the year then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Group will continue as a going concern. As discussed in Note 2(b) to
the financial statements, the Group has suffered recurring losses from
operations and continues to experience negative cash flow from operations that
raise substantial doubt in its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2(b).
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.






MOORES ROWLAND
Chartered Accountants
Certified Public Accountants,
Hong Kong, April 15, 2003



                                      F-1
<PAGE>


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


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

We have audited the consolidated statements of operations, shareholders' deficit
and comprehensive loss, and cash flows of Chinawe.com Inc. and subsidiaries for
the year ended December 31, 2001. 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 audit.

We conducted our audit 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 audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Chinawe.com Inc. and subsidiaries for the year ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

The consolidated financial statements referred to above have been prepared
assuming the Company will continue as a going concern. As discussed in Note 3 to
the December 31, 2001 financial statements, the Company suffered a net loss of
RMB 5,017,805 (US $599,357) during the year ended December 31, 2001 and had a
shareholders' deficit of RMB 6,384,228 (US $762,568) 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 to the December 31, 2001 financial statements. The financial
statements referred to above 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




                                      F-2
<PAGE>


CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31, 2002 and 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31,
                                                              ---------------------------------------------------------
                                                     Note              2001                  2002                2002
                                                                        RMB                   RMB                 US$
<S>                                                 <C>       <C>                  <C>                  <C>
Operating revenues
Subscription and service income                                   2,320,146               582,827              70,330

Administrative and general expenses                              (7,351,710)           (2,209,606)           (266,635)
                                                              ----------------     -----------------    ---------------
Loss from operations                                             (5,031,564)           (1,626,779)           (196,305)

Other income                                                         13,759                    78                   9
                                                              ----------------     -----------------    ---------------
Net loss                                                         (5,017,805)           (1,626,701)           (196,296)
                                                              ================     =================    ===============
Basic and diluted net loss per common stock          2(h)             (0.13)                (0.04)             (0.005)
                                                              ================     =================    ===============
Weighted average common shares outstanding                       37,722,131            40,000,000          40,000,000
                                                              ================     =================    ===============
</TABLE>




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




                                      F-3
<PAGE>



CHINAWE.COM INC.

CONSOLIDATED BALANCE SHEETS
As of December 31, 2002 and 2001
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  AS OF DECEMBER 31,
                                                              ----------------------------------------------------------
                                                                        2001                2002        2002
                                                                                                        ----
ASSETS                                               Note                RMB                 RMB        US$
                                                                                                        ---
<S>                                                 <C>       <C>                 <C>                   <C>
Current assets
Cash and cash equivalents                                             38,859              18,953                 2,287
Accounts receivable, net of allowance for doubtful
    accounts of RMB11,176 in 2001 and 2002                            22,478              18,299                 2,208
Other current assets                                                  76,130              62,292                 7,517
                                                              ----------------    -----------------     ----------------
Total current assets                                                 137,467              99,544                12,012
                                                              ----------------    -----------------     ----------------
Property, plant and equipment, net                     3             346,803             195,052                23,537
                                                              ----------------    -----------------     ----------------
Total assets                                                         484,270             294,596                35,549
                                                              ================    =================     ================
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Customer deposits received                                           367,662             232,707                28,081
Accounts payable                                                      76,499                   -                     -
Accrued expenses and other current liabilities                     1,354,312           1,093,583               131,964
Current portion of long-term debt                      4              45,395              47,865                 5,776
Due to related parties                                 7           4,873,078           6,770,824               817,041
                                                              ----------------    -----------------     ----------------
Total current liabilities                                          6,716,946           8,144,979               982,862
                                                              ----------------    -----------------     ----------------
Non-current liabilities
Long-term debt                                         4             151,552             103,687                12,512
                                                              ----------------    -----------------     ----------------
STOCKHOLDERS' DEFICIT
Preferred stock, par value US$0.001 per share;
    authorized 20,000,000 shares; none issued
Common stock, par value US$0.001 per share;
    authorized 100,000,000 shares; issued and
    outstanding 40,000,000 shares                                    320,000             320,000                38,615
Capital in excess of par                                            (319,198)           (319,198)              (38,518)
Accumulated losses                                                (6,345,095)         (7,971,796)             (961,964)
Accumulated other comprehensive (loss) income                        (39,935)             16,924                 2,042
                                                              ----------------    -----------------     ----------------
Total stockholders' deficit                                       (6,384,228)         (7,954,070)             (959,825)
                                                              ----------------    -----------------     ----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          484,270             294,596                35,549
                                                              ================    =================     ================
</TABLE>



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




                                      F-4
<PAGE>

CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Years ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                        COMMON STOCK
                                    ---------------------
                                                                                           ACCUMULATED
                                                              CAPITAL                            OTHER
                                        NUMBER               IN EXCESS    ACCUMULATED    COMPREHENSIVE               TOTAL
                                     OF SHARES     AMOUNT     OF PAR        LOSSES                LOSS      ----------------------
                                                      RMB       RMB           RMB                  RMB            RMB          US$
<S>                                <C>            <C>       <C>          <C>             <C>               <C>            <C>
Balance as of January 1, 2001       28,764,565    230,120    (229,318)    (1,327,290)          (14,544)    (1,341,032)    (161,824)
                                    ----------    -------    --------     ----------        ----------     ----------     --------

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

Net loss for the year                        -          -           -     (5,017,805)                -     (5,017,805)    (605,503)
Currency translation adjustments             -          -           -              -           (25,391)       (25,391)      (3,064)
                                    ----------    -------    --------     ----------        ----------     ----------     --------

Total comprehensive loss                                                                                   (5,043,196)    (608,567)
                                                                                                           ----------     --------

Balance as of December 31, 2001     40,000,000    320,000    (319,198)    (6,345,095)          (39,935)    (6,384,228)    (770,391)
                                    ----------    -------    --------     ----------        ----------     ----------     --------

Comprehensive loss:

Net loss for the year                        -          -           -     (1,626,701)                -     (1,626,701)    (196,296)
Currency translation adjustment              -          -           -              -            56,859         56,859        6,862
                                    ----------    -------    --------     ----------        ----------     ----------     --------

Total comprehensive loss                                                                                   (1,569,842)    (189,434)
                                                                                                           ----------     --------

BALANCE AS OF DECEMBER 31, 2002     40,000,000    320,000    (319,198)    (7,971,796)           16,924     (7,954,070)    (959,825)
                                    ==========    =======    ========     ==========            ======     ==========     ========


</TABLE>



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




                                      F-5
<PAGE>


CHINAWE.COM INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                              --------------------------------------------------
                                                      NOTE            2001              2002             2002
                                                                                                         ----
                                                                       RMB               RMB              US$
                                                                                                          ---
<S>                                                  <C>      <C>                <C>               <C>
Cash flows from operating activities
Net loss                                                        (5,017,805)       (1,626,701)        (196,296)
Adjustments to reconcile net loss to net cash used
   in operating activities:
      Depreciation                                                 170,465           153,333           18,503
Changes in operating assets and liabilities:
      Accounts receivable, net                                      14,164             3,986              481
      Other current assets                                         120,426            13,838            1,670
      Deposits                                                   2,495,403                 -                -
      Customer deposits received                                (1,211,641)         (134,558)         (16,237)
      Accounts payable                                             (16,564)          (75,823)          (9,149)
      Accrued expenses and other current liabilities               852,484          (246,933)         (29,798)
                                                              --------------     -------------     ------------
Net cash used in operating activities                           (2,593,068)       (1,912,858)        (230,826)
                                                              --------------     -------------     ------------
Cash flows from investing activities
Purchase of property, plant and equipment                         (395,194)           (1,929)            (233)
                                                              --------------     -------------     ------------
Net cash used in investing activities                             (395,194)           (1,929)            (233)
                                                              --------------     -------------     ------------
Cash flows from financing activities

Repayments of long-term debt                                       (43,053)          (45,395)          (5,478)
Proceeds from long-term debt                                       240,000                 -                -
Increase in advances from related parties                        2,108,628         3,797,202          458,212
Repayment to related parties                                      (255,307)       (1,853,545)        (223,669)
                                                              --------------     -------------     ------------
Net cash provided by financing activities                        2,050,268         1,898,262          229,065
                                                              --------------     -------------     ------------
Net decrease in cash and cash equivalents                         (937,994)          (16,525)          (1,994)
Cash and cash equivalents, beginning of year                       966,821            38,859            4,689
Effect of exchange rate                                             10,032            (3,381)            (408)
                                                              --------------     -------------     ------------
Cash and cash equivalents, end of year                              38,859            18,953            2,287
                                                              ==============     =============     ============
Supplemental disclosure of cash flow information
Cash paid for interest                                              11,706             9,364            1,130
                                                              ==============     =============     ============
Non-cash transaction
Repayment of  convertible  loan  (by  transferring
2,548,000 of the  Company's  common stock owned by
the principal stockholder of the Company)               6        1,620,384                 -                -
                                                        -     ==============     =============     ============
</TABLE>




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



                                      F-6
<PAGE>


CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

1.       BACKGROUND

         On March 15, 2001, Neo Modern Entertainment Corporation ("Neo Modern")
completed a merger with Chinawe.com Inc. ("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.
(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 Group entered into an engagement with a
PRC-government controlled financial institution under which the Group expects to
develop a new core business of asset restructuring, transfer, leasing or
securitization (Note 2(b)). Through December 2001 and 2002, the Company did not
complete any transactions under the agreement and its core business remained
unchanged.

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

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

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

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



                                      F-7
<PAGE>


CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)      Basis of accounting

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

         (b)      Going concern considerations

                  The Company's financial statements for the year ended December
                  31, 2002 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, 2002, the Company reported a
                  net loss of RMB1,626,701 (US $196,296) and as of December 31,
                  2002 has a stockholders' deficit and a working capital deficit
                  of RMB7,954,070 (US $959,825) and RMB8,045,435 (US $970,850),
                  respectively. The Company has also experienced difficulty and
                  uncertainty in meeting its liquidity needs. These factors
                  raise substantial doubt about the Company's ability to
                  continue as a going concern. Management's plans to address
                  these concerns include:

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

                  (ii) In August 2002, the Company signed a Memorandum of
                  Understanding with Great Wall ("MOU-GW") for the purchase of a
                  group of selected assets with a face value of approximately
                  US$400 million directly from Great Wall (the "Acquisition").
                  The Company is currently negotiating the terms and conditions
                  of a definitive agreement for the Acquisition with Great Wall.
                  It is anticipated that the Company will enter into a
                  definitive agreement within three to six months. In order to
                  execute a definitive agreement with Great Wall for the
                  Acquisition, the Company will need to obtain one or more
                  sources of financing. Accordingly, in October 2002, the
                  Company entered into a Memorandum of Understanding with a
                  United States-based investor (the "MOU-USI"). The parties are
                  bound by a confidentiality agreement not to disclose the
                  identity nor the preliminary terms of the deal unless and
                  until a formal agreement is signed. Under the MOU-USI, the
                  Company and such investor are to form a joint venture on terms
                  to be mutually agreed upon


                                      F-8
<PAGE>


CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

                  for the Acquisition. The Company is currently negotiating with
                  the investor the terms and conditions, including financing, of
                  the joint venture. It is anticipated that the joint venture
                  agreement will be executed at or immediately prior to the time
                  the formal Acquisition agreement with Great Wall is entered
                  into. The agreement with Great Wall will be conditional upon
                  the Company's entering into a definitive agreement with the
                  investor and the agreement with the investor will be
                  conditional upon the Company's entering into a definitive
                  agreement with Great Wall. There can be no assurance that the
                  Company will be able to negotiate mutually satisfactory
                  agreements with Great Wall and/or the investor. Upon
                  completion of the Acquisition and obtaining all necessary PRC
                  government approvals, the Company will be engaged in the asset
                  servicing business as its core activities.

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

         (c)      Principles of consolidation

                           The consolidated financial statements include the
                  accounts of the Company and all of its subsidiaries. All
                  material intra-group balances and transactions have been
                  eliminated in consolidation.

         (d)      Cash and cash equivalents

                           The Company considers all cash and highly liquid
                  investments purchased with an original maturity of three
                  months or less to be cash equivalents.

         (e)      Property, plant and equipment

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

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

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

                           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 and
                  2002.

         (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 agreements.



                                      F-9
<PAGE>



CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS


         (g)      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.

         (h)      Loss per common share

                  Statement of Financial Accounting Standard ("SFAS") No. 128,
                  Earnings per Share, requires dual presentation of basic and
                  diluted earning per share ("EPS") with a reconciliation of the
                  numerator and denominator of the EPS computations. Basic
                  earning per share amounts are based on the weighted average
                  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 2002. The basic and diluted
                  weighted average common shares outstanding are 37,722,131 and
                  40,000,000 for the years ended December 31, 2001 and 2002
                  respectively.

         (i)      Foreign currency translation

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

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

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

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




                                      F-10
<PAGE>


CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

         (j)      Use of estimates

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

         (k)      Fair value of financial instruments

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

         (l)      Comprehensive income (loss)

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

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

                  In August 2001, the FASB issued SFAS No. 144, "Accounting for
                  the Impairment or Disposal of Long-Lived Assets", which was
                  effective for fiscal years beginning after December 15, 2001.
                  This pronouncement supersedes SFAS No. 121 and the accounting
                  and reporting provisions of Accounting Principles Board
                  Opinion No. 30 for the disposal of a segment of a business.

                  SFAS No. 144 retains the requirements of SFAS No. 121 to (a)
                  recognize an impairment loss only if the carrying amount of a
                  long-lived asset is not recoverable from its undiscounted cash
                  flows and (b) measure an impairment loss as the difference
                  between the carrying amount and fair value of the asset.
                  Goodwill will not be allocated to long-lived assets, when
                  tested for impairment. Long-lived assets and certain
                  identifiable intangibles related to those assets to be held
                  and used are reviewed at least annually for impairment, or
                  whenever events or changes in circumstances indicate that the
                  carrying amount may not be recoverable.



                                      F-11
<PAGE>


CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (n)      New accounting pronouncements

                  In July 2002, the FASB issued SFAS No. 146, "Accounting for
                  Costs Associated with Exit or Disposal Activities", which
                  requires costs associated with exit or disposal activities to
                  be recognized when the costs are incurred, rather than at a
                  date of commitment to an exit or disposal plan. The provisions
                  of SFAS 146 are effective for disposal activities initiated
                  after December 31, 2002.

                  In October 2002, the FASB issued SFAS No. 147, "Acquisitions
                  of Certain Financial Institutions - an amendment of FASB
                  Statements No. 72 and 144 and FASB Interpretation" which
                  applies to all acquisitions of a financial institution except
                  those between two or more mutual enterprises, which is being
                  addressed in a separate project. The provisions of SFAS No.
                  147 are effective on October 1, 2002.

                  In December 2002, the FASB issued SFAS No. 148, "Accounting
                  for Stock-Based Compensation - Transition and Disclosure - an
                  amendment of FASB Statement No. 123". SFAS No. 148 amends SFAS
                  No. 123 to provide alternative methods of transition for a
                  voluntary change to the fair value based method of accounting
                  for stock-based employee compensation. In addition, this
                  Statement amends the disclosure requirements of SFAS No. 123
                  to require prominent disclosures in both annual and interim
                  financial statements about the method of accounting for
                  stock-based employee compensation and the effect of the method
                  used on reported results. Companies having a year-end after
                  December 15, 2002 are required to follow the prescribed format
                  and provide the additional disclosures in their annual
                  reports.

                  The Company is currently assessing the effect of the adoption
                  of the provisions of these statements on the financial
                  statements.

3.       PROPERTY, PLANT AND EQUIPMENT, NET

         Property, plant and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                                  AS OF DECEMBER 31,
                                                 ------------------------------------------------------
                                                          2001                2002               2002
                                                           RMB                 RMB                US$
         <S>                                     <C>                 <C>                <C>
         Computer equipment                            150,108             152,037             18,346
         Leasehold improvement                          40,905              40,905              4,936
         Motor vehicles                                346,158             346,158             41,771
                                                 --------------      --------------     ---------------

                                                       537,171             539,100             65,053

         Accumulated depreciation                     (190,368)           (343,701)           (41,475)
         Currency translation adjustment                     -                (347)               (41)
                                                 --------------      --------------     ---------------

         Net                                           346,803             195,052             23,537
                                                 ==============      ==============     ===============
</TABLE>



                                      F-12
<PAGE>


CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

4.       LONG TERM DEBT

         Long term debt consists of a bank loan with RMB151,552 outstanding as
         of December 31, 2002. The loan is unsecured, is due in December 2005,
         bears interest at 5.31% per annum and is repayable in monthly
         installments of RMB4,563. Maturities under the loan are as follows:

<TABLE>
<CAPTION>
        Year ending December 31                              2002               2002
                                                              RMB                US$
        <S>                                          <C>                 <C>
        2003                                               47,865              5,776
        2004                                               50,470              6,090
        2005                                               53,217              6,422
                                                     -------------       ------------

                                                          151,552             18,288
                                                     =============       ============
</TABLE>

5.       INCOME TAXES

         It is management's intention to reinvest all the income attributable to
         the Company earned by its operations outside the United States.
         Accordingly, no U.S. corporate income taxes 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 that 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 2002. No income taxes have been provided for GWI
         as it has incurred losses since it began operating in March 2000.

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

<TABLE>
<CAPTION>
                                                                                     2001               2002
                                                                                % of Pre-        % OF PRE-TAX
                                                                               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>



                                      F-13
<PAGE>


CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

5.       INCOME TAXES

         The Company deferred tax assets are as follows:
<TABLE>
<CAPTION>
                                                                 2001                2002               2002
                                                                  RMB                 RMB                US$
         <S>                                            <C>                 <C>                <C>
         Hong Kong operating loss carry forward               211,433             340,553             41,094
         PRC operating loss carry forward                     876,523             253,679             30,612
                                                                            --------------     --------------
         Deferred tax assets valuation allowance           (1,087,956)           (594,232)           (71,706)
                                                        --------------      --------------     --------------

         Net deferred tax assets                                    -                   -                  -
                                                        ==============      ==============     ==============
</TABLE>

         As of December 31, 2002, the Company has Hong Kong and PRC operating
         loss carry forwards of approximately RMB2,128,456 and RMB768,725,
         respectively. Hong Kong losses are available for carry forward
         indefinitely and PRC losses are available for carry forward for five
         years. Management has provided a full allowance for deferred tax assets
         as it is more likely than not that the assets will not be realized.

6.       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. It was non-interest bearing and
         unsecured. On October 19, 2001 the Company's principal stockholder
         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 stockholder. The transfer of shares by the
         principal shareholder has been accounted for as an advance from the
         principal stockholder.

7.       RELATED PARTY BALANCES AND TRANSACTIONS

         The balances with related parties are as follows:

<TABLE>
<CAPTION>
                                                           2001                2002               2002
                                                            RMB                 RMB                US$
         <S>                                      <C>                 <C>                <C>
         Advances from related parties:
                  Stockholders                        4,844,393           6,742,139            813,580
                  PRC party                              28,685              28,685              3,461
                                                  ---------------     --------------     ---------------

                                                      4,873,078           6,770,824            817,041
                                                  ===============     ==============     ===============
</TABLE>

         All balances with related parties are unsecured, interest-free and
         repayable on demand. During the years ended December 31, 2001 and 2002,
         the Company received advances from related parties of RMB2,108,628 and
         RMB3,797,202 respectively. In addition, the convertible loan as
         disclosed in note 6 was repaid by the principal stockholder, resulting
         in the Company owing an additional RMB 1,897,746 to related parties.
         The Company also repaid advances of RMB255,307 and RMB1,899,456 during
         the years ended December 31, 2001 and 2002 respectively.


                                      F-14
<PAGE>


CHINAWE.COM INC.
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS

         The Company occupies office space in a building leased by an affiliate
         of the Company. Rent expenses for each of the years ended December 31,
         2001 and 2002 were approximately RMB129,000 and RMB120,000
         respectively.

8.       RETIREMENT PLAN AND POST-EMPLOYMENT BENEFITS

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

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

         During the year, the aggregate amount of the Group's employer
         contributions amounted to approximately RMB51,801 and RMB67,453 for the
         years ended December 31, 2001 and 2002 respectively.

9.       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
         2002, no awards have been made under the Plan.

10.      RISK CONSIDERATIONS

         As majority of the Company's operations are conducted in the PRC, the
         Company is subject to special considerations and significant risks not
         typically associated with investments in equity securities of North
         American and Western European companies. The Company's operations may
         be adversely affected by significant political, economic and social
         uncertainties in the PRC.

         Although the PRC government has been pursuing economic reform policies
         for the past several years, no assurance can be given that the PRC
         government will continue to pursue such policies or that such policies
         may not be significantly altered, especially in the event of a change
         in leadership, social or political disruption or unforeseen
         circumstances affecting the PRC's political, economic and social life.
         There is also no guarantee that the PRC government's pursuit of
         economic reforms will be consistent or effective.

         The Company expects that substantially all of its revenues will be
         denominated in RMB. A portion of such revenues will need to be
         converted into other currencies to meet foreign currency obligations
         such as payment of any dividends declared. Both the conversion of RMB
         into foreign currencies and the remittance of foreign currencies abroad
         require PRC government approval. No assurance can be given that the
         operating subsidiaries within the Company will continue to be able to
         convert sufficient amounts of foreign currencies in the PRC's foreign
         exchange markets in the future for payment of dividends.



                                      F-15
<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: May 29, 2003

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          May 29, 2003
-----------------                  and Director (Principal Executive Officer)
Man Keung Wa

/s/ Man Ying Ken Wai               Vice President of Marketing, Director                   May 29, 2003
--------------------
Man Ying Ken Wai

/s/ Vivian Wai Wa Chu              Chief Financial Officer, Secretary, and Director        May 29, 2003
---------------------              (Principal Financial Officer)
Vivian Wai Wa Chu

/s/ Barry Yiu                      Vice President and Director                             May 29, 2003
-------------
Barru Yiu
</TABLE>





<PAGE>


                                 CERTIFICATIONS

I, Man Keung Wai, certify that:

    1.   I have reviewed this annual report on Form 10-KSB of Chinawe.com Inc.:

    2.   Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

    3.   Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

    4.   The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

             a)   designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by other within those entities, particularly during the period
                  in which this annual report is being prepared;

             b)   evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

             c)   presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

    5.   The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

             a)   all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

             b)   any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls.

    6.   The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in any other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date: May 29, 2003
      /s/ Man Keung Wai
      -----------------
      Chief Executive Officer


<PAGE>


                                 CERTIFICATIONS

I, Vivian Wai Wa Chu, certify that:

    1.   I have reviewed this annual report on Form 10-KSB of Chinawe.com Inc.:

    2.   Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

    3.   Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

    4.   The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

             a.   designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by other within those entities, particularly during the period
                  in which this annual report is being prepared;

             b.   evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

             c.   presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

    5.   The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent functions):

             a)   all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

             b)   any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls.

    6.   The registrant's other certifying officers and I have indicated in this
         annual report whether there were significant changes in internal
         controls or in any other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

Date:  May 29, 2003
       /s/ Vivian Wai Wa Chu
       ---------------------
       Chief Financial Officer


<PAGE>


                                                                      EXHIBIT 21


                                  SUBSIDIARIES


Name of Company                                Place of Incorporation/Operation
---------------                                --------------------------------
Officeway Technology Limited                   British Virgin Islands
Welcon Info-Tech Limited                       Hong Kong
Guangzhou Welcon Information Limited           The Peoples Republic of China