`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, 2005

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

                 For the transition period from ______ to ______

                        Commission file number: 000-29169

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

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

  Room 1304-05, Dongbao Tower, 767 Dongfeng Road East, Guangzhou, China 510600
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                   Issuer's telephone number: (8620) 3821-0119

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

         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 is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The issuer's revenues for the fiscal year ended December 31, 2005 were
US$1,220,543.

The aggregate market value of the voting common equity held by non-affiliates
(computed by reference to the closing price of such common equity) on March 30,
2006 was approximately $3,261,886.50.

The number of shares of common stock, par value $.001 per share, outstanding was
43,800,000 shares as of March 30, 2006.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

           Transitional Small Business Disclosure Format (check one):

                                  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. Words such as "believe,"
"anticipate," "expect," "intend," "plan," "may," and other similar expressions
identify 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.


                                        2



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 should be aware that such forward-looking
statements are not guarantees of future performance, and actual results,
developments and business decisions may differ from those envisaged by such
forward-looking statements.


                                        3



                                     PART I

Item 1. Description of Business.

Chinawe.com Inc. (the "Company", "Chinawe" or "we"), formerly known as Neo
Modern Entertainment Corp., was formed pursuant to the corporation laws of the
State of California on March 19, 1997. Chinawe's principal business is the
provision of professional management services relating to non-performing loans
("NPL" or "NPLs") in the People's Republic of China ("PRC"). Due to this
transformation, Guangzhou Welcon Information Limited, a subsidiary of the
Company from which the Company previously derived a great proportion of its
revenues from, terminated its operations in October 31, 2005. The Company's
professional service platform provides comprehensive solutions to NPL assets,
either by expediting ownership transactions between the portfolio owners and
their purchasers, or by negotiating with the relevant debtors to facilitate
financial restructures. The Company is also actively seeking a wide scope of
asset management opportunities among various industries located in the PRC.

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

(2) During the year ended December 31, 2004, the Company entered into an
interim Services Agreement (the "Agreement") with Citigroup Financial Products
Inc., a subsidiary of Citigroup Inc. ("CFP"), to provide loan servicing and
other services relating to NPLs in Huizhou, Guangdong Province, China purchased
by CFP from Great Wall. The book value of the NPLs was $242 million. The
Agreement was subject to the approval of the requisite PRC governmental
agencies, which approval was received on April 1, 2005. It was the intention of
CFP and the Company, upon such approval, that a definitive agreement be entered
into pursuant to which the Company is to provide substantially the same services
as under the Agreement for a period covering the resolution of the NPLs (the
"Definitive Agreement"). Pursuant to PRC law, the Company set up Chinawe Asset
Management (PRC) Limited ("CAM"), a new PRC subsidiary, to service the NPLs
under the Definitive Agreement. Subsequently, CAM also set up a branch office in
Huizhou, Guangdong Province, primarily to render services related to this
portfolio of NPLs. On April 20, 2005, the Definitive Agreement, between Huizhou
One Limited ("Owner"), a subsidiary of CFP, and CAM, was executed.


                                        4



On September 22, 2005, Owner entered into another similar Services Agreement
with CAM to obtain loan servicing and other services concerning a pool of NPLs
in Foshan, Guangdong Province, China purchased by CFP from Great Wall (the
"Foshan Agreement"). The book value of the NPL portfolio was $370 million. The
transaction between CFP and Great Wall had been approved by the requisite PRC
governmental agencies prior to the execution of the Foshan Agreement.
Subsequently, CAM also set up a branch office in Foshan, Guangdong Province,
primarily to render services related to this portfolio of NPLs.

Pursuant to the above Definitive Agreement and the Foshan Agreement
(collectively, the "CFP Agreements"), Owner appointed CAM to provide enumerated
consulting services with regard to the NPLs (the "Consulting Services") pursuant
to the laws of the PRC and the business scope of CAM as approved by the PRC
government. CAM provides the Consulting Services in accordance with (a)
applicable PRC law, (b) the terms of the CFP Agreements, (c) the directions
given pursuant to the CFP Agreements from time to time by Owner, and (d) its
responsible and reasonable judgment, within its agency authority and in the
interest of Owner, as to other appropriate actions, subject to the approval of
Owner.

As compensation for the Consulting Services received, Owner pays CAM a fixed
monthly portion and a series of variable fees based on performance as follows:
(i) a base consulting fee paid on signing of the CFP Agreements; (ii) a monthly
consulting fee (the "Consulting Fee"); (iii) a monthly collection fee (the
"Collection Fee") based on a percentage of all actual collections and recoveries
relating to the assets serviced (net of all costs and expenses incurred in the
resolution of the assets) during the relevant month; and (iv) an incentive fee
(the "Incentive Fee") if Owner receives from the resolution of the assets a
cumulative amount equal to the aggregate of the purchase price of the assets and
the costs and expenses incurred by Owner in the acquisition of the assets plus a
specified internal rate of return.

Each of the Consulting Fee, the Collection Fee and the Incentive Fee is payable
by Owner to CAM only in respect of assets that are actually advised on by CAM
and is not payable in respect of assets which are advised on behalf of Owner by
a sub-consultant appointed by Owner in its sole discretion as contemplated by
the CFP Agreements or which are not advised on by CAM for any other reason.

In addition to the servicing fees mentioned above, the servicing arrangement for
the Huizhou and Foshan NPL portfolios transaction with CFP was structured to
allow the Company to participate in profit sharing without investing in the pool
of assets as previously contemplated by the Company. This arrangement allows the
Company to defer any fund raising efforts to a later date when the benefits of
such endeavors can be maximized. It is management's belief that the CFP
Agreements will substantially improve the Company's operation and cash flows in
the years to come.


                                        5



Upon termination of the CFP Agreements (a) Owner shall pay all fees and expenses
payable to CAM that have accrued up to and including the date of termination;
and (b) CAM shall reimburse Owner for any fees and expenses prepaid to CAM and
applicable to periods arising after the date of termination.

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

Management strongly believes that the new strategic direction of the Company and
the servicing arrangements with CFP will gradually erase doubts on the Company's
operating as a going-concern. Management believes that the focus on NPLs in
China will form the basis of growth for the Company in the years to come. The
CFP Agreements provide the basis for close cooperation between the Company and
CFP for the investment and resolution of non-performing assets in the Chinese
market. This close cooperation not only should help the Company improve its
financial position, but also increase the likelihood of future expansion in
other domains of asset management in China. We keep evaluating the Company's
involvement in a series of future NPL transactions.

During the year ended December 31, 2005, the Company has gradually but
successfully shifted its core business to the NPL business. Its previous
e-business is diminishing in importance with respect to revenue and profit. As a
result, Guangzhou Welcon Information Limited, a subsidiary of the Company from
which the Company previously derived a great proportion of its revenues from,
terminated its operations in October 31, 2005.

(3) Having entered into the CFP Agreements, the Company expects in the near
future to issue an aggregate of five to ten million shares of its common stock
to various finders as compensation for their efforts and contributions in
connection with the transaction.

(4) Now that the CFP Agreements have been executed, the Company has begun to
receive fees on a regular basis, which in management's opinion should be
sufficient to meet the Company's working capital and capital expenditure
requirements going forward. However, we may need to raise additional funds in
order to meet funding requirements of a more rapid expansion plan, potential
acquisitions, as well as development of new or enhanced products or services in
response to competitive pressures or to acquire technologies or complimentary
products or businesses. However, there is no guarantee that we will be able to
raise such funds.

The Company had 37 employees as of December 31, 2005.


                                        6



At present, there is limited competition in the provision of servicing NPLs in
China. However, the number of small NPL servicing providers is increasing.
Management of the Company does not see these providers as constituting serious
competition to the Company. See "RISK FACTORS - Competition."

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

Item 2. Description of Property.

The Company's headquarters occupy approximately 189 square meters at Dongbao
Building, #767 Dongfeng Road East, Guangzhou, the provincial capital of
Guangdong, China under a lease which expires on April 9, 2007. The rental
amount, along with administrative surcharge, is approximately $2,040 per month.
The Company also has a branch office in Hong Kong. There are two additional
branch offices located in Foshan and Huizhou, two major cities of Guangdong
province. The leases for these two offices expire on July 31, 2006 and April 6,
2008, respectively. The Foshan office occupies 201 square meters and the Huizhou
office occupies 260 square meters, and their monthly rental amounts and
administrative surcharges are $734 and $1,032, respectively.

..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, 2005.


                                        7



                                     Part II

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

Market Information:

(a) Our shares of common stock, par value $.001 per share ("Common Stock"),
presently are traded on the OTC Bulletin Board under the symbol "CHWE".

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

                                                     High         Low
                                                     ----         ---
2005
-----
January 1, 2005 - March 31, 2005                      .18         .09
April 1, 2005- June 30, 2005                          .15         .09
July 1, 2005- September 30, 2005                      .35         .10
October 1, 2005- December 31, 2005                    .16         .11

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

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

On March 29, 2006, the Common Stock was quoted at $.15 per share.

(b) As of March 30, 2006, the Company had 43,800,000 shares of Common Stock
outstanding and 101 stockholders computed by the number of record holders, not
including 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 dividends on our Common Stock
in the foreseeable future, in order to conserve cash for working capital
purposes.


                                        8



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

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

Overview - Results of Operations

The Company's financial statements for the year ended December 31, 2005 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, 2005, the Company reported net income
of $212,884 and as of December 31, 2005 the company had a shareholders' deficit
and a working capital deficit of $808,498 and $897,040, respectively.

Year Ended December 31, 2005 compared to the Year Ended December 31, 2004

Revenues. Revenue for the year ended December 31, 2005 was $1,220,543 as
compared to that of $304,324 for the year ended December 31, 2004, an increase
of 301%. As a result of our focus on the business of providing management
services for NPLs as discussed in "Liquidity and Capital Resources" below,
revenue earned from the e-commerce business has continued to decrease while the
Company earned most of the income from NPL servicing business of $1,194,494 for
the year ended December 31, 2005, compared to the year ended December 31, 2004
of $270,161.

Expenses. Administrative and general expenses for the year ended December 31,
2005 were $704,839 as compared to $219,059 for the year ended December 31, 2004,
an increase of 222%. The increase was due to the increase in salary expense from
$93,229 for the year ended December 31, 2004 to $337,146 for the year ended
December 31, 2005, rental expense from $8,076 for the year ended December 31,
2004 to $41,149 for the year ended December 31, 2005, motor vehicle expense from
$3,636 for the year ended December 31, 2004 to $39,547 for the year ended
December 31, 2005, and overseas traveling expense from $8,211 for the year ended
December 31, 2004 to $27,545 for the year ended December 31, 2005 following the
expansion of the asset management business during the year. As a result of loans
advanced to the Company by a director in the third quarter of 2003, the Company
has incurred interest expense of $31,194 and $28,514 payable to the director for
the year ended December 31, 2005 and 2004, respectively.

Taxation. Income tax expense for the year ended December 31, 2005 amounted to
$225,105. The amount represents PRC enterprise income tax charged on the deemed
profit from the asset management and related services earned in the PRC.


                                        9



As a consequence of the strategic transformation of our business, we had income
from operations for the year ended December 31, 2005 of $467,961 as compared to
income from operations of $78,344 for the year ended December 31, 2004. Our net
income for the year ended December 31, 2005 was $212,884 as compared to a net
income of $39,769 for the year ended December 31, 2004.

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 market for our professional management services relating to NPLs in the PRC
is characterized by rapidly changing policies, laws and regulations, evolving
industry standards, and increasing number of competitors. NPL management service
is a new industry in China. Currently the government and the state-owned
financial institutions are encouraging investors to acquire and process these
assets, giving us a bright prospect in this industry. But since related
policies, laws and regulations are still being improved and changed, we may face
additional political risks. Our competitive advantage, in management's opinion,
mostly lies in our predominating professional platform. Recently, we have
attracted and retained experienced legal and financial professionals. Compared
to our competitors, we have more professionals who, in management's opinion, are
clearly more qualified and experienced in this business. However, like those of
other financial service providers, our operating results will depend to a
significant extent on the risks of the investment products involved, our
capabilities to carry out demanded services, as well as the confidence of our
customers. NPL assets, in nature, are risky financial products, and our actual
management results may significantly differ from those we budgeted. Our success
in providing desirable services is also dependent on our innovation and
expertise, including proper identification of customers' needs as well as the
successful restructure and transfer of NPL assets. Differentiation from our
competitors may derive from our quality services. Our ability to successfully
provide better services could have an impact on future results of operations.

Fluctuations in Quarterly Results

We had incurred operating losses since inception, and only have achieved
profitability since the second half of 2004. We believe that future operating
results will be subject to quarterly fluctuations due to a variety of factors,
including, but not limited to:

o   Government regulation;

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

o   Pricing policies of competitors; and

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


                                        10



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, if
such arrangements are entered into.

Liquidity and Capital Resources

The Company's financial statements for the year ended December 31, 2005 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, 2005 the Company reported net income
of $212,884 and as of December 31, 2005 had a shareholders' deficit and a
working capital deficit of $808,498 and $897,040, respectively. Although the
Company has experienced difficulty in meeting its liquidity needs, such
difficulty has been greatly alleviated since the past quarters due to the change
in the Company's business. Management of the Company is confident that the new
strategic direction of the Company and the servicing arrangements with CFP will
generate sufficient cash flows for operation, gradually improve its financial
condition, and eventually erase doubts on the Company's operating as a
going-concern. Management believes that the focus on NPLs in China will form the
basis of growth for the Company in the years to come.

Since the Company has concentrated on the NPL business as its core business, its
previous core business, e-business, is diminishing in importance with respect to
revenue and profit, As a result, Guangzhou Welcon Information Limited, a
subsidiary of the Company from which the Company previously derived a great
proportion of its revenues from, terminated its operations in October 31, 2005.

According to the Agreement mentioned in "Description of Business" above, the
Company has begun to receive fees on a regular basis from asset management
services. The service revenue, in management's opinion, should be sufficient to
meet the Company's working capital and capital expenditure requirements going
forward. However, in response to the increasingly competition pressures in this
industry, we may still need to raise additional funds in order to meet the
funding needs of more rapid expansion plans, potential acquisitions, and
development of new or enhanced services. There is no guarantee that we will be
able to raise the funds.

Quantitative and Qualitative Disclosures about Market Risk

We are not exposed to a material level of market risk due to changes in interest
rates, since we have never registered or issued debt instruments. Our
outstanding long term liabilities are mostly loans from a director or other
related parties, which are unsecured and interest rate fixed. Currently we do
not maintain a portfolio of interest-sensitive debt instruments or any
fixed-income derivatives. Management has continuously paid great attention to
the financial leverage in business development and interest expenses in
operations.


                                       11



However, as our asset management business is carried out more and more
comprehensively, we may be exposed to a material level of market risk due to
undeveloped financial and credit systems in China. These include risks
associated with the political and economic environment, foreign currency
exchange and the legal system, on which our business has strong reliance. The
legal system of PRC differs significantly from those of the industrialized
nations. Laws, regulations and policies in China are insufficient to protect
asset owners. Some policies by the PRC government in the future could have a
significant adverse effect on our business development in China. As an asset
management servicer, we are subject to this constraint.

Prior to the quarter ended September 30, 2005, we derived a significant portion
of revenues in the form of USD. From October 2005 onwards, however, we derived a
significant portion of revenues in the form of Chinese RMB. Therefore we may be
exposed to significant currency risks between the RMB and major foreign
currencies in the future. Previously, because the RMB was effectively pegged to
the U.S. dollar, during the fiscal years ended December 31, 2004 and December
31, 2003, it was not significantly important for the Company to engage in
hedging activities to mitigate the impact of changes in foreign exchange rates.
However, on July 21, 2005, the RMB was revalued from 8.28 to 8.11 for US$1
following the removal of the peg to the US dollar. The People's Bank of China
also announced that the RMB would be pegged to a basket of foreign currencies,
rather then being strictly tied to the US dollar. This quotation of exchange
rates does not imply free convertibility of RMB to other foreign currencies. All
foreign exchange transactions continue to take place either through the Bank of
China or other banks authorized to buy and sell foreign currencies at the
exchange rate quoted by the People's Bank of China. Currently this revaluation
is favorable for us, and we do not apply any hedging activities. In the future
management may use foreign currency forward exchange contracts as a vehicle for
hedging purposes if the PRC completely adopts a floating system and our
management determines that the volatility of currency risks is material to the
Company's operations and financial performance. In this case we will disclose
these activities in compliance with Statement of Financial Accounting Standards
No. 133 "Accounting for Derivative Investments and Hedging Activity".

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.

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

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


                                       12



On-line services income represents subscription and service income receivable
from members, which is recognized over the period of subscription and to the
extent of services rendered in accordance with the terms of agreements.

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

We do not have any of the following:

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

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

Off-Balance Sheet Arrangements

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

RISK FACTORS

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

RISK RELATED TO OUR BUSINESS

DEPENDENCE UPON A SINGLE CLIENT

Huizhou One Limited ("Huizhou"), an indirect subsidiary of Citigroup Inc., is
currently the sole client for whom we provide loan servicing and other services
relating to pools of non-performing loans in China. In the event one or both of
the CFP Agreements is terminated, including termination by Huizhou at any time
upon five business days' prior written notice, our business, operating results
and financial condition would be materially adversely affected.


                                       13



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

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

WE HAVE A HISTORY OF LOSSES, WE HAVE ONLY RECENTLY ACHIEVED PROFITABILITY AND WE
MAY NOT SUSTAIN PROFITABILITY

WE MAY 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 may 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.

COMPETITION.

At present, there is limited competition in the provision of servicing NPLs in
the PRC. However, more and more small competitors are entering the NPL service
industry, and their entrance may potentially lead to lower market share and
profit margin for the Company. Although currently management of the Company does
not see these providers as constituting serious competition to the Company, we
cannot assure that the increasing competition will not undermine our competitive
advantage, and if competition becomes fierce, we may be unable to acquire
additional portfolios or the portfolios acquired will be less favorably priced.

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:


                                       14



o   we may be unable to retain acquired portfolio owners and subscribers;
    currently we only provide asset management service to CFP, and the retention
    of this sole portfolio owner is critical to our operation;

o   we may experience difficulty integrating acquired operations, products,
    services and personnel, or the acquisition of these resources may adversely
    affect our ongoing business;

o   we may not be able to successfully incorporate acquired technology and
    rights into our service offerings and maintain uniform standards, controls,
    procedures, and policies;

o   we may not be able to retain the key personnel of the acquired company;

o   the businesses we acquire may fail to achieve the revenues and earnings we
    anticipated; and

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

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

o   diluting security holders' ownership interest;

o   causing us to incur additional debt; and

o   total expenses may include goodwill impairment loss and accelerated
    depreciations of certain 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.

RISK RELATING TO DOING BUSINESS IN CHINA

THERE ARE ECONOMIC RISKS ASSOCIATED WITH DOING BUSINESS IN CHINA

The PRC economy has experienced significant growth in the past decade, but such
growth has been uneven across geographic and economic sectors. There can be no
assurance that such growth will continue or that any slow down will not have a
negative effect on our business.

The PRC economy is also experiencing uncontrollable inflation or deflation
intermittently. Unstable macroeconomic conditions may adversely affect our
operation of carrying out asset management in China, and ultimately affect our
market share, revenue and profitability. The achievement of certain Internal
Rates of Return by the owners of the NPLs, the threshold to evaluate our
portfolio management performance, is closely related to the cost of capital. The
inflation rate is the decisive factor of the cost of capital.

Since the laws, regulations and policies related to asset management are not
sufficiently established, we may encounter legal and policy risks in carrying
out asset management business. Portfolio owners' interests are inadequately
protected, and potentially they may partially or completely withdraw their
investment from this niche if the returns are unable to meet their expectations.
As our asset management business is carried out more and more comprehensively,
the risks due to undeveloped financial and credit systems in China will become
more and more prominent. These include risks associated with the political and
economic environment, foreign currency exchange and the legal system, on which
our business has strong reliance. Laws, regulations and policies in China are
insufficient to protect investors, like our asset owners. Some policies by the
PRC government in the future may have a significant adverse effect on our
business development in China.


                                       15



Due to the fluctuation of macroeconomic conditions and insufficient legal
protection, some of the borrowers in the portfolios of NPLs we manage may
default on their loans or even declare bankruptcy. As a result, actual
collections may materially deviate from previous estimates. The consequence 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 revalue the RMB which could increase our costs
relative to our PRC revenues.

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

We expect to derive a significant portion of revenues in the form of RMB.
Although Chinese governmental policies were introduced in 1996 to allow greater
convertibility of the RMB, significant restrictions still remain. We can provide
no assurance that the Chinese regulatory authorities will not impose greater
restrictions on the convertibility of the RMB. Any future restrictions on
currency exchanges may limit our ability to utilize revenue generated in RMB 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 RMB and U.S. dollars. As a result, we are subject to the
effects of exchange rate fluctuations with respect to any of these currencies.
Any fluctuation on currency exchanges may risk our ability to utilize revenue
generated in RMB to fund our business activities outside the PRC. On the other
hand, the fluctuation may also risk our ability to fund our Chinese business
activities with the capital raised from global capital market. Previously it was
not necessary for the Company to engage in hedging activities so as to
neutralize the impact of foreign exchange rate fluctuations, and we have not
entered into agreements or purchased instruments to hedge our exchange rate
risks. However, we may do so in the future if China eventually adopts a floating
system and the volatility of currency risks is material to the Company's
operation and financial performance.

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 National Association of Securities Dealers,
Inc. ("NASD").

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

The Securities and Exchange Commission (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.


                                       16



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 NASD. 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.


                                       17



CURRENTLY WE HAVE NO INTENTION TO PAY DIVIDENDS

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

Item 7. Financial Statements.

        The financial statements required by this Item are set forth at pages
indicated in Item 13 following page 27 of this Report.

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

        Not applicable.

Item 8A. Controls and Procedures.

         (a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure the reliability of
financial statements and other disclosures included in this report. As of the
end of the fiscal year ended December 31, 2005, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information required to be included in the
Company's periodic Securities and Exchange Commission ("SEC") filings.

         (b) Changes in Internal Controls

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

Item 8B. Other Information.

         Not applicable.


                                       18



                                    Part III

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

Management

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

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

Man Keung Alan Wai    Hong Kong          45       Chairman of the Board,
                                                  Chief Executive Officer, and
                                                  President
Man Ying Ken Wai      Canadian           40       Vice President, Director
Barry Yiu             Chinese            46       Vice President, Director
Vivian Wai Wa Chu     Australian         35       Chief Financial Officer,
                                                  Secretary and Director

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

Mr. Wai, Man Keung Alan - Chairman, Chief Executive Officer & President

Mr. Wai, Man Keung Alan is the founder of the Company, and the Chairman & CEO
since its incorporation. He is responsible for identifying business
opportunities, overall strategic planning and development of the Company. Under
his leadership and management, the Company has grown and expanded quickly in
Hong Kong and China. Mr. Wai has over 15 years of entrepreneur experience in
business development and administration prior to founding Welcon Info-Tech in
Hong Kong in 1997.

Mr. Wai, Man Ying Ken - Director and Vice President

Mr. Wai, Man Ying Ken is the co-founder, Director and Vice President of our
Company since its incorporation. He takes comprehensive responsibilities of
determining and developing its direction, establishing operation strategies,
considering economic benefits, assets valuation and financial decision making.
Prior to his current position, Mr Wai was a director in a Hong Kong -based
company specializing in property development and construction. Having co-founded
Chinawe with his elder brother Mr. Wai Man Keung Alan, he has dedicated himself
to the development and management of our Company ever since. He studied General
Science at the University of Waterloo, Canada.


                                       19



Ms. Chu, Vivian Wai Wa - Director, Chief Financial Officer & Secretary

Ms. Chu, Vivian Wai Wa has been our Secretary and Director since incorporation,
taking responsibilities for the financial management as well as the Company's
various administrative affairs. Later she became our Chief Financial Officer.
She has accumulated her skills from managing diversified areas before joining
us. Ms. Chu takes charge of financial planning, overall cost controlling, and
strategic planning. She also identifies and establishes the Company's core
competition. She obtained both her Bachelor of Economics and Bachelor of Arts in
Asian Studies from The Australian National University in 1992. Ms. Chu is the
spouse of Mr. Wai Man Ying Ken.

Mr. Barry Yiu - Director

Mr. Barry Yiu is responsible for fund raising. He has over 15 years of
experience in business development, strategy planning, financing management.
Prior to his current position, Mr. Yiu has been engaged in several 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 MBA in Finance from McMaster University in Hamilton, Canada in 1985.

Other employees

Mr. Philips Yizhao Zhang- Senior Manager

Mr. Philips Yizhao Zhang is our Senior Manager. His responsibilities include
internal control, financial reporting and analysis. He began his career as
foreign exchange trader, institutional equity trader and portfolio manager in
South Financial Service Corporation in China. Before joining our Company he was
a financial consultant in Hendrickson Asset Management Inc. in New York. Mr.
Zhang is a CPA in the United States and a Professional Economist in China. He
received his bachelor degree in Economics from Fudan University, Shanghai, and
MBA degree with dual concentrations in financial analysis and accounting from
the University at Buffalo, the State University of New York.

Mr. Eugene Lin - Senior Manager

Mr. Lin has been the Legal Compliance Officer since he joined our Company. He is
in charge of the Company's comprehensive legal activities. His experiences
include serving as a Legal Specialist specializing in international copyright
protection in Tenwell Consulting Co., Ltd. Mr. Lin holds a Qualification
Certificate of Law Practitioner in China. He obtained a LLB degree from
International Law School, Guangdong University of Foreign Studies.


                                       20



Mr. Li Yang - Senior Asset Manager

Mr. Li Yang joined our Company as Senior Asset Manager. He is mainly responsible
for the asset management of NPL. Prior to his current position, he was a senior
asset manager in Yuehai Group, an asset management company in Guangdong, China.
Previously he accumulated ten years of asset management experience as a director
of Great China Company Ltd, a subsidiary of Kwong Nam Group, a public company
listed in Hong Kong. Mr. Yang graduated from Guangzhou International Trade
College in 1986.

Mr. Yonghui Wu-Senior Asset Manager

Mr. Yonghui Wu joined our Company as Asset Manager. He was a judge in the
People's Court of Zhao'an County, Fujian province, adjudicating civil and
commercial law cases. He graduated from Xiamen University in the law faculty and
obtained the certificate of legal qualification issued by National Judiciary in
China.

Mr. Ng, Yuet Tong Jeffrey-Information Technology Manager

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

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

Section 16(a) Beneficial Ownership Reporting Compliance

Under Federal securities laws, the Company's directors, its executive officers
and any person holding more than 10% of the Company's common stock are required
to report their ownership of the Company's common stock and any changes in that
ownership to the SEC on the SEC's Forms 3, 4 and 5. Based on the Company not
having received copies of any such forms, the Company believes that no officers,
directors and owners of greater than 10% of the Company's common stock engaged
in any transactions in the Company's common stock during the fiscal year ended
December 31, 2005.

Code of Ethics

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

Audit Committee Financial Expert.

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


                                       21



Item 10. Executive Compensation.

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

Name and Principal Position              Year                   Salary
Man Keung Alan Wai                       2005                   $0
                                         2004                   $0
                                         2003                   $0

No bonus or other compensation was paid to the Chief Executive Officer during
such years

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

The following table sets forth information as of March 30, 2006, 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.


                                       22



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

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

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

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

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

The following table sets forth information as of December 31, 2005 with respect
to compensation plans (including individual compensation arrangements) under
which shares of the Company's Common Stock are authorized for issuance:

                      Equity Compensation Plan Information



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

Plan category                      (a)                     (b)                      (c)

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

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

Total                               0                      N/A                   5,000,000



                                       23



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.

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.


                                       24



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

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

Item 12. Certain Relationships and Related Transactions.

None.

Item 13. Exhibits.

Documents filed as part of this Report:

1. Financial Statements of Chinawe.com Inc.:

         Report of Independent Registered Public Accounting Firm
         Consolidated Statements of Operations
         Consolidated Balance Sheet
         Consolidated Statements of Changes in Stockholders' Deficit
         Consolidated Statements of Cash Flows
         Notes to and Forming Part of the Financial Statements


                                       25



2. Exhibits and Index:

         Exhibit No.                                Description

         3.(i)               Articles of Incorporation. (1)

         3.(ii)              By-Laws. (1)

         3.(iii)             Merger Agreement & Plan of Reorganization
                             dated as of October 17, 2000 (2)

         10.1                Chinawe.com Inc. 2001 Restricted Stock Plan (3)

         10.2                Services Agreement dated April 29, 2004, by and
                             between Citigroup Financial Products Inc. and
                             Chinawe.com Inc. (4)

         10.3                Asset Consulting Agreement, dated as of April
                             20, 2005, by and between Huizhou One Limited and
                             Chinawe Asset Management (PRC) Limited (5)

         14                  Code of Ethics (6)

         21                  Subsidiaries

         23.1                Consent of Moores Rowland Mazars

         31.1                Rule 13a-14(a)/15d-14(a) Certification

         31.2                Rule 13a-14(a)/15d-14(a) Certification

         32.1                Section 1350 Certification of Chief Executive
                             Officer

         32.2                Section 1350 Certification of Chief Financial
                             Officer

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

         1      Filed as an exhibit to our Company's Form 10-SB, as filed with
the Securities and Exchange Commission on May 19, 2000 and hereby incorporated
by reference herein.

         2      Filed as an exhibit to our Company's Information Statement, as
filed with the Securities and Exchange Commission on February 12, 2001 and
hereby incorporated by reference herein.

         3      Filed as an exhibit to our Company's Form S-8, as filed with the
Securities and Exchange Commission on October 17, 2001 and hereby incorporated
by reference herein.

         4      Filed as an exhibit to our Company's Quarterly Report on Form
10-QSB, as filed with the Securities and Exchange Commission on August 23, 2004
and hereby incorporated by reference herein.

         5      Filed as an exhibit to our Company's Quarterly Report on Form
10-QSB, as filed with the Securities and Exchange Commission on May 23, 2005 and
hereby incorporated by reference herein.

         6      Filed as an exhibit to our Company's Annual Report on Form
10-KSB, as filed with the Securities and Exchange Commission on April 14, 2005
and hereby incorporated by reference herein.

Item 14. Principal Accountant Fees and Services.

         Audit Fees.

                The aggregate fees billed for the fiscal years ended December
31, 2005 and 2004 for professional services rendered by Moores Rowland Mazars
for the audit of the annual financial statements and the review of the financial
statements included in our quarterly reports on Form 10-QSB were $36,970 and
$23,500, respectively.


                                       26



         Audit-Related Fees.

                The aggregate fees billed for the fiscal years ended December
31, 2005 and 2004 for assurance and related services rendered by Moores Rowland
Mazars related to the performance of the audit or review of our financial
statements were $0 and $0, respectively.

         Tax Fees.

                The aggregate fees billed for the fiscal years ended December
31, 2005 and 2004 for services rendered by Moores Rowland Mazars in connection
with the preparation of our tax returns were $0 and $0, respectively.

         All Other Fees

                Moores Rowland Mazars did not provide any other services to
the Company in either of the fiscal years ended December 31, 2005 and December
31, 2004.

                The Company does not have a standing Audit Committee.


                                       27




INDEX TO FINANCIAL STATEMENTS
--------------------------------------------
Years ended December 31, 2005 and 2004


                                    CONTENTS



Report of Independent Registered Public Accounting Firm                 F1

Consolidated Statements of Operations                                   F2

Consolidated Balance Sheet                                              F3

Consolidated Statements of Changes in Stockholders' Deficit             F4

Consolidated Statements of Cash Flows                                   F5

Notes to and Forming Part of the Financial Statements                   F6 - F14














             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying consolidated balance sheet of Chinawe.com Inc.
(the "Company") as of December 31, 2005 and the related consolidated statements
of operations, changes in stockholders' deficit and cash flows for the years
ended December 31, 2005 and 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.



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



In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2005 and the results of its operations and its cash flows for the years ended
December 2005 and 2004, in conformity with accounting principles generally
accepted in the United States of America.





/s/ MOORES ROWLAND MAZARS
Chartered Accountants
Certified Public Accountants
Hong Kong
March 31, 2006


                                       F-1







CHINAWE.COM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------

                                              NOTE     Year ended December 31,
                                                          2005            2004
                                                          US$             US$
OPERATING REVENUES
On-line services                                          26,049         34,163
Asset management and related services                  1,194,494        270,161
                                                       ---------        -------
                                                       1,220,543        304,324

Depreciation                                            (47,743)        (6,921)
Administrative and general expenses                    (704,839)      (219,059)
                                                       ---------      ---------
INCOME FROM OPERATIONS                                   467,961         78,344


NON-OPERATING INCOME (EXPENSE)
Interest                                                (32,216)       (29,032)
Other income                                               2,244          2,585
                                                           -----          -----

INCOME BEFORE INCOME TAXES                               437,989         51,897

Income tax expense                              5      (225,105)       (12,128)
                                                       ---------       --------


NET INCOME                                               212,884         39,769
                                                         =======         ======


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


Weighted average number of shares of
common stock outstanding                              43,800,000     43,156,284
                                                      ==========     ==========



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

                                       F-2





CHINAWE.COM INC.
CONSOLIDATED BALANCE SHEET
-------------------------------------------------------------------------------
                                                              As of December 31,
                                                        NOTE           2005
ASSETS                                                                 US$
Current assets:
Cash and cash equivalents                                             237,310
Accounts receivable, net of allowance
    for doubtful accounts of $2,215                                    48,573
Prepayment, deposits and other debtors                                 53,494
                                                                       ------
Total current assets                                                  339,377
Property, plant and equipment, net                        3           127,662
                                                                      -------
TOTAL ASSETS                                                          467,039
                                                                      =======

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Customer deposits received                                              7,201
Accrued expenses and other current liabilities                        215,567
Current portion of long-term debt                         4            12,354
Due to related parties                                    6           764,062
Income tax payable                                                    237,233
                                                                      -------
Total current liabilities                                           1,236,417
                                                                    ---------
Long term liabilities:
Non-current portion of long-term debt                     4            39,120
                                                                       ------

Contingencies and commitments
Stockholders' deficit:
Preferred stock, par value $0.001 per share; authorized                43,800
20,000,000 shares; none issued
Common stock, par value $0.001 per share; authorized
100,000,000 shares; issued and outstanding 43,800,000
shares
Capital in excess of par                                               85,948
Accumulated losses                                                  (932,837)
Accumulated other comprehensive income                                (5,409)
                                                                      -------
Total stockholders' deficit                                         (808,498)
                                                                    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          467,039
                                                                   ==========

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


                                       F-3






CHINAWE.COM INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
--------------------------------------------------------------------------------





                                                                                            Accumulated
                                                          Capital                                 other             Total
                             Number of                  in excess      Accumulated        comprehensive     Stockholders'
                                shares        Amount       of par           losses        income (loss)         (deficit)
                                                 US$          US$              US$                  US$               US$
Balance as of
January 1, 2004             40,000,000        40,000     (38,520)      (1,185,490)                  122       (1,183,888)

Issuance of shares for       3,800,000         3,800      124,468                                                 128,268
settlement of loan

Comprehensive income:
   Net income for the                -             -            -           39,769                    -            39,769
   year

   Currency
   translation
   adjustment                        -             -            -                -                (447)             (447)
                           -----------   -----------   ------------  --------------      --------------    --------------
Total comprehensive
income                                                                                                             39,322
                                                                                                           --------------

Balance as of
December 31, 2004           43,800,000        43,800       85,948      (1,145,721)                (325)       (1,016,298)

Comprehensive income:
   Net income for the
   year                              -             -            -          212,884                    -           212,884

   Currency
   translation
   adjustment                        -             -            -                -              (5,084)           (5,084)
                           -----------   -----------   ------------  --------------      --------------    --------------
Total comprehensive
income                                                                                                            207,800
                                                                                                           --------------

Balance as of
December 31, 2005           43,800,000        43,800       85,948        (932,837)              (5,409)         (808,498)
                            ==========        ======       ======        =========              =======         =========



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

                                       F-4





CHINAWE.COM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------




                                                                           2005 (US$)    2004 (US$)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                   212,884        39,769
Adjustments to reconcile net income to net cash provided by
     Operating activities:
            Depreciation                                                      47,743         6,921
            Exchange gain on settlement of loan                                    -          (349)
            Changes in operating assets and liabilities:
              Accounts receivable, net                                       (36,535)      (10,000)
              Prepayments, deposits and other debtors                        (49,661)        3,922
              Customer deposits received                                      (8,226)       (6,138)
              Accrued expenses and other current liabilities                  66,863        20,484
              Income tax payable                                             225,105        12,128
                                                                             ---------      ------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                    458,173        66,737
                                                                             --------       ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment                                   (108,166)       (4,370)
                                                                             -------        ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt                                                  (18,117)       (6,090)
Advance from related parties                                                  58,903       243,450
Repayment to related parties                                                (174,872)     (305,930)
Loan from a director                                                           6,047         4,365
                                                                             -------       -------
NET CASH USED IN FINANCING ACTIVITIES                                       (128,039)      (64,205)
                                                                             -------        ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         221,968        (1,838)
Cash and cash equivalents, beginning of year                                  14,929        16,800
Effect of exchange rate changes                                                  413           (33)
                                                                             -------        ------
CASH AND CASH EQUIVALENTS, END OF YEAR                                       237,310        14,929
                                                                             =======        ======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                                                        32,216           518
                                                                             ========       ======

NON-CASH TRANSACTION
Issuance of 3,800,000 shares of common stock of the Company for
settlement of a loan from a related party                                          -       128,269
Purchase of property, plant and equipment through a capital lease
arrangement                                                                   62,994             -
                                                                              ======       =======



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


                                       F-5





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

1.  DESCRIPTION OF BUSINESS AND ORGANIZATION STRUCTURE

Chinawe.com Inc. ("Chinawe") was incorporated under the laws of the State of
California. Chinawe's principal business activity is providing professional
management services relating to non-performing loans ("NPLs") in the People's
Republic of China ("PRC"), as well as other consulting services. Guangzhou
Welcon Information Limited ("WIT (GZ)"), a subsidiary of Chinawe from which the
Company previously derived substantially all of its revenues, terminated
operations on October 31, 2005. The activities WIT (GZ) for the years ended
December 31, 2005 and 2004 were insignificant and immaterial to the financials
of the Company.

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

Officeway Technology Limited; incorporated in the British Virgin Islands in
December 1999, formed for the purpose of acquiring (in March 2000) its
wholly-owned subsidiary, Chinawe Asset Management Limited ("CAM (HK)").

CAM (HK); a company incorporated in Hong Kong in June 1997, which provides
subscriber services for the production of website images and a
business-to-business e-marketplace for small-to-medium size businesses.

WIT (GZ) is a joint venture formed in the PRC in March 2000. CAM (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 was principally engaged in providing subscriber services for the development
of computer software and networking, website design, technical consulting and a
business-to-business e-marketplace for small-to-medium size businesses. The
joint venture agreement required CAM (HK) to invest US$127,486 into the joint
venture. The PRC Party was to provide premises, facilities and licensing
agreements for an annual service fee of US$12,068. All profits or losses, net of
service fees from the joint venture, were to be allocated to CAM (HK). As
mentioned above, WIT (GZ) ceased business on October 31, 2005.

Chinawe Asset Management (PRC) Limited ("CAM (PRC)") was established in the PRC
in April 2005 to service the NPLs under services agreements with Huizhou One
Limited, a subsidiary of Citigroup Financial Products Inc. ("CFP").


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of accounting

The financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America ("US"). The
financial statements are presented in US dollars.

                                       F-6




(b) Going concern considerations

The Company's financial statements for the year ended December 31, 2005 have
been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. As of December 31, 2005, the Company had negative working capital and
stockholders' deficit of US$897,040 and US$808,498 respectively, which raise
substantial doubt about its ability to continue as a going concern.



Management is of the view that although the Company has experienced difficulty
in meeting its liquidity needs, such difficulty has been greatly alleviated
recently due to the change in the Company's business. Management of the Company
is confident that the new strategic direction of the Company and the servicing
arrangements with CFP will generate sufficient cash flows for operations, then
gradually improve its financial condition, and eventually erase doubts as to the
Company's operating as a going concern.


(c) Principles of consolidation

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

(d) Cash and cash equivalents

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

(e) Property, plant and equipment

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

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

Office equipment                             20%
Computer equipment                           30%
Leasehold improvements                       50%
Motor vehicles                               30%



                                       F-7





2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


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

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


(g)   Revenue recognition

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



On-line services income represents subscription and service income receivable
from members, which is recognized over the period of subscription and to the
extent of services rendered in accordance with the terms of agreements.



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


(h)   Income taxes

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

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

(i)   Earnings per common share

Basic earnings per share amounts are based on the weighted average shares of
common stock outstanding. Diluted earnings per share assume the conversion,
exercise or issuance of all potential common stock instruments such as options,
warrants and convertible securities, unless the effect is to reduce a loss or
increase earnings per share. The Company had no potential common stock
instruments which would result in diluted earnings per share in 2005 or 2004.

                                       F-8





2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(j)    Foreign currency translation

The Company's functional currency is Renminbi, which is the currency of the
primary economic environment in which the Company operates. For group reporting
purposes, the amounts shown in the financial statements are presented in US
dollars ("reporting currency").

For translation of financial statements into the reporting currency, assets and
liabilities for each balance sheet presented are translated at the rates of
exchange existing at the year end. Income and expenses for each income statement
presented are translated at the average rates during the year. Resulting
exchange differences are recognized in accumulated other comprehensive income
within stockholders' equity.

(k)    Use of estimates

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

(l)   Fair value of financial instruments

The estimated fair values for financial instruments are determined at discrete
points in time based on relevant market information. These estimates involve
uncertainties and cannot be determined with precision. The estimated fair values
of the Company's financial instruments, which includes cash, accounts receivable
and accounts payable, approximate their carrying value in the financial
statements.

(m)   Comprehensive income

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 include net income for the year and
a foreign currency translation adjustment.

(n)   Related parties

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

(o)   New accounting pronouncements

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

                                       F-9





3. PROPERTY, PLANT AND EQUIPMENT, NET

         Property, plant and equipment are summarized as follows:

                                        As of December 31, 2005
                                              US$
         Office equipment                    7,361
         Computer equipment                  7,752
         Leasehold improvements             57,022
         Motor vehicles                     99,119
                                           -------
                                           171,254
         Accumulated depreciation          (43,593)
         Currency translation adjustment         1
                                          --------
            Net                            127,662
                                          ========


4. LONG TERM DEBT

Long term debt consists of an obligation under capital lease with US$51,474
outstanding as of December 31, 2005. The debt is secured by a motor vehicle with
a net book value of US$42,567, bearing interest at 3-5% per annum and is
repayable in monthly installments of US$1,234, with the final installment due in
February 2010. Maturity of the debt is as follows:


                                                As of December 31, 2005
                                                    US$
  Payable during the following periods
         Within 1 year                             14,808
         Over 1 year but not exceeding 2 years     14,808
         Over 2 years but not exceeding 3 years    14,808
         Over 3 years but not exceeding 4 years    14,808
         Over 4 years but not exceeding 5 years     2,468
                                                  --------
                                                   61,700
     Less: Amount representing interest           (10,226)
                                                  --------
     Present value of net minimum lease payments   51,474
                                                  ========






                                      F-10





5. INCOME TAXES

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

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

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

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

No income taxes have been provided for the Hong Kong subsidiary as it has
incurred losses since commencement of its operations.

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





                                                                              YEAR ENDED DECEMBER 31,
                                                                            ------------------------------
                                                                             2005              2004
                                                                            % of Pre-          % of Pre-
                                                                            Tax Income         Tax Income

Computed" expected" tax expense (benefit)                                        34                 34
Differences in tax rates in the countries in which the Company operates           9                  3
Deferred tax asset valuation allowance                                           10                 60
Non-deductible expenses / Tax-exempt revenue                                     (4)                (77)
Others                                                                            2                   3
                                                                            ----------         ---------
                                                                                 51                  23


The Company's deferred tax asset is as follows:

                                                          AS OF DECEMBER 31, 2005
                                                    ---------------------------------
                                                                       US$
Hong Kong operating loss carry forward                              124,476
Deferred tax asset valuation allowance                             (124,476)
                                                              --------------
Net deferred tax asset                                                    -
                                                              ==============


                                      F-11







As of December 31, 2005, the Company had Hong Kong operating losses carry
forward of approximately US$711,294 which may be carried forward indefinitely.
Management has provided a full allowance for the deferred tax asset as it is
more likely than not that the asset will not be realized.

6. RELATED PARTY BALANCES AND TRANSACTIONS

      The balances with related parties are as follows:

                                                          December 31, 2005
                                                                   US$
                                                  NOTE
        Loan from a director, including interest   (a)            146,081
        Advances from stockholders                 (b)            614,425
        Advances from PRC party*                   (b)              3,556
                                                              ------------
                                                                  764,062
                                                              ============

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

         Note:

          (a)    The loan from a director is unsecured, interest bearing and was
                 repayable on December 31, 2005. Interest expense charged for
                 the year ended December 31, 2005 and 2004 was $31,194 and
                 $28,514, respectively. The maturity date of this loan was
                 extended until September 2006.

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

During the year ended December 31, 2005, the Company received advances from
related parties of US$58,903. The Company also repaid advances of US$174,872.

The Company occupied office space in a building leased by the PRC party. Rental
expense for the years ended December 31, 2005 and 2004 was approximately
US$11,944 and US$10,648 respectively.

                                      F-12








7. OPERATING LEASE COMMITMENTS

      At the balance sheet date, the Company had total future minimum lease
      payments under non-cancelable operating leases, which are payable as
      follows:
                                                                     As of
                                                           December 31, 2005

         Within one year                                             30,102
         In the second to fifth years inclusive                      17,506
                                                                     ------
                                                                     47,608
                                                                    =======


8. RETIREMENT PLAN AND POST-EMPLOYMENT BENEFITS

Following the introduction of the Mandatory Provident Fund Schemes Ordinance
("MPFO") in Hong Kong, the subsidiary in Hong Kong has participated in the
defined contribution mandatory provident fund since December 1, 2000. Both the
Company and its employees make monthly contributions to the fund at 5% of the
employees' earnings as defined under the MPFO. The contributions of the Company
and the employees are subject to a cap of HK$1,000 ($129) per month and
thereafter contributions are voluntary.

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

During the years ended December 31, 2005 and 2004, the aggregate amount of the
Company's contributions amounted to $10,636 and $4,768, respectively.


9. CONTINGENCIES

One of the subsidiaries of Chinawe in the PRC is subject to the PRC enterprise
income tax and business tax. However, up to 31 December 2005, the Company only
submitted tax returns and made payments for a portion of the total tax
liabilities, which is not in compliance with the tax laws and regulations in the
PRC. The Company has made full provision for all tax liabilities in accordance
with the relevant tax laws and regulations.

Despite the fact that the Company has fully accrued the taxes in the financial
statements, the Company may be subject to penalties ranging from 50% to 500% of
the underpaid tax amounts. The exact amount of the penalty cannot be estimated
with any reasonable degree of certainty.


                                      F-13





10. 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 2005, no awards have been made under the
Plan.


11. RISK CONSIDERATIONS

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

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

                                      F-14





                                   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:  March 31, 2006

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


SIGNATURES                            TITLE                            DATE


/s/ Man Keung Wai       Chairman of the Board, Chief Executive    March 31, 2006
-------------------     Officer and Director (Principal
Man Keung Wai           Executive Officer)


/s/ Man Ying Ken Wai    Vice President of Marketing, Director     March 31, 2006
---------------------
Man Ying Ken Wai


/s/ Vivian Wai Wa Chu   Chief Financial Officer,                  March 31, 2006
----------------------  Secretary and Director
Vivian Wai Wa Chu       (Principal Financial Officer)


                        Director                                  March --, 2006
----------------------
Barry Yiu`