UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 2001

                                       OR

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

For the transition period from ________ to __________

                         Commission File Number 0-23462

                                  MYWEB INC.COM
        (Exact name of Small Business Issuer as Specified in its Charter)

                 NEVADA                                  88-0207089
       (State or Other Jurisdiction                    (IRS Employer
    of Incorporation or Organization)                Identification No.)

                                Block G, Unit 606
                               Phileo Damansara 1
                                No. 9 Jalan 16/11
                               Off Jalan Damansara
                               46350 Petaling Jaya
                                Selangor Malaysia

                    (Address of Principal Executive Offices)

                                 (603) 7660-9282
                 Issuer's Telephone Number, Including Area Code

Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
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
                                      ---      ---

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

Yes   X    No
    -----     -----
                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: As of May 15, 2000, the registrant
had 11,121,357 shares of Common Stock outstanding.

     Transitional Small Business Disclosure Format (check one):

Yes        No   X
    -----     -----


<PAGE>

                                  MYWEB INC.COM

                                   FORM 10-QSB
                      For the Quarter Ended March 31, 2001


                                                                          Page
                Index                                                     Number

PART I    FINANCIAL INFORMATION

Item 1    Condensed Consolidated Balance Sheets at March 31, 2001 and          3
          December 31, 2000 (unaudited for March 31, 2001 period)

          Condensed Consolidated Statements of Operations for the three        4
          month  periods ended  March  31,  2001  and  March  31,  2000
          (unaudited)

          Condensed Consolidated Statements of Cash Flows for the three        5
          month periods ended March 31, 2001 and March 31, 2000
          (unaudited)

          Notes to Condensed Consolidated Financial Statements                 6

Item 2    Management's Discussion and Analysis of Financial Condition         11
          and Results of Operations

PART II   OTHER INFORMATION

Item 1    Legal Proceedings                                                   13
Item 2    Changes in Securities                                               13
Item 3    Defaults Upon Senior Securities                                     13
Item 4    Submission of Matters to a Vote of Security Holders                 13
Item 5    Other Information                                                   14
Item 6    Exhibits and Reports on Form 8-K                                    14


Certain statements under the caption "Management's  Discussion and Analysis" and
elsewhere in this Form 10-QSB constitute "forward-looking statements" within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements are typically  identified by their  inclusion of phrases such as "the
Company  anticipates,"  "the  Company  believes"  and other  phrases  of similar
meaning.  Such  forward  looking  statements  involve  known and unknown  risks,
uncertainties  and other factors that may cause the actual results,  performance
or  achievements  of the  company  to be  materially  different  from any future
results,  performance or achievements express or implied by such forward-looking
statements.  Such factors include,  among others:  general economic and business
conditions;  competition;  political changes in international markets; operating
costs; costs of capital  equipment;  changes in foreign currency exchange rates;
changes  in  business  strategy  or  expansion  plans;  quality  of  management;
availability,  terms and development of capital; fluctuating interest rates; and
other factors referenced in this Form 10-QSB.

                                       2
<PAGE>



                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  MYWEB INC.COM
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (IN THOUSANDS OF DOLLARS, EXCEPT FOR SHARE DATA)

<TABLE>
<CAPTION>

                                                                       (Unaudited)
                                                                      ----------------
                                                                           March               December
                                                                          31, 2001             31, 2000
                                                                      -----------------------------------
ASSETS
Current assets:
<S>                                                                    <C>                    <C>
         Cash and cash equivalents                                     $       131            $      141
         Accounts receivable, net of allowance for doubtful accounts           478                 1,272
         in the amount of $0 in 2001 and 2000, respectively
         Inventories                                                           350                 1,208
         Prepaid expenses and other current assets                           1,215                   337
                                                                      -------------          ------------
         Total current assets                                                2,174                 2,958
                                                                      -------------          ------------
Restricted cash                                                                  -                   370
Interest in associated company                                                  54                    64
Property and equipment, net                                                    375                   555
Goodwill, net                                                                   81                   782
                                                                      -------------          ------------
Total assets                                                           $     2,684            $    4,729
                                                                      =============          ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
         Accounts payable, trade                                       $     1,152            $    1,709
         Other accounts payable                                              2,335                 3,887
         Short term borrowings                                                   -                   362
         Due to directors                                                      197                   187
         Due to a related company                                               92                    92
         Income taxes payable                                                   17                   105
         Deferred tax liability                                                  -                     5
         Deferred revenue                                                       85                   108
                                                                      -------------          ------------
         Total current liabilities                                           3,878                 6,455
                                                                      -------------          ------------

Commitments and contingencies (Note 9)                                                                 -
Minority interest                                                               22                   159

Shareholders' deficit:
         Common stock, par value $0.01;
              authorized 100,000,000 shares;
              issued and outstanding 11,121,335 shares                         111                   111
         Additional paid-in capital                                         18,834                17,708
         Accumulated deficit                                              (20,179)              (19,715)
         Other comprehensive income                                             18                    11
                                                                      -------------          ------------
         Total shareholders' deficit                                       (1,216)               (1,885)
                                                                      -------------          ------------
Total liabilities and shareholders' deficit                             $    2,684            $    4,729
                                                                      =============          ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>


                                  MYWEB INC.COM

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
        (IN THOUSANDS OF DOLLARS, EXCEPT FOR SHARES AND PER SHARE AMOUNT)
<TABLE>
<CAPTION>

                                                                                           (Unaudited)
                                                                                   For The Three Months Ended
                                                                    -----------------------------------------------
                                                                                  March 31,              March 31,
                                                                                  2001                   2000
                                                                    -----------------------  ----------------------
Revenues:

<S>                                                                            <C>                     <C>
         Net Sales                                                             $       690             $     1,388
         Interest and Other Income                                                      13                      37
                                                                    -----------------------  ----------------------
         Total Revenues                                                                703                   1,425
                                                                    -----------------------  ----------------------
Costs and Expenses:

         Cost of sales                                                                 592                   1,297
         Sales and marketing                                                           244                   1,009
         Product development                                                           103                     261
         General administration                                                        304                     929
                                                                    -----------------------  ----------------------
              Total Costs and Expenses                                               1,243                   3,496
                                                                    -----------------------  ----------------------

Operating loss                                                                        (540)                 (2,071)

Equity in loss of associated company                                                   (10)                       -

Minority interest                                                                       (1)                     21

Gain on disposal of subsidiary                                                          87                       -
                                                                    -----------------------  ----------------------
Loss before income taxes                                                       $      (464)            $    (2,092)

Income taxes                                                                             -                       -
                                                                    -----------------------  ----------------------
Net loss                                                                       $      (464)            $    (2,092)
                                                                    =======================  ======================

Loss per share - basic and diluted                                             $     (0.04)            $     (0.19)
                                                                    =======================  ======================

Average number of common shares outstanding                                     11,121,335              11,112,285
                                                                    =======================  ======================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>


                                  MYWEB INC.COM
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>

                                                                                            (Unaudited)
                                                                                   For The Three Months Ended
                                                                          --------------------------------------------
                                                                                   March 31,               March 31,
                                                                                   2001                    2000
                                                                          ----------------------  --------------------
Operating Activities:
<S>                                                                                  <C>                    <C>
         Net loss                                                                    $    (464)             $ (2,092)
Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                        31                    33
         Amortization of goodwill                                                            12                    98
         Non-cash expense                                                                   126                   624
         Minority interest in net income                                                      1                    21
         Unrealized gain on foreign exchange                                                  -                   (4)
         (Gain) loss on disposal of equipment                                                 3                   (5)
         Property and equipment written off                                                   4                     2
         Equity in losses of associated company                                              10                     -
         Gain on disposal of investment                                                    (87)                     -

Changes in Operating Working Capital:
         Restricted cash                                                                    370                     -
         Accounts receivable                                                               (89)                   162
         Inventories                                                                         68                 (101)
         Prepaids and other current assets                                                  106                   170
         Accounts payable                                                                 (638)                 (675)
         Deferred revenue                                                                  (23)                   (1)
                                                                          ----------------------  --------------------
         Net cash used in operating activities                                            (570)               (1,764)
                                                                          ----------------------  --------------------
 Investing Activities:
         Acquisition of property and equipment                                              (5)                  (72)
         Proceeds from disposal of equipment                                                  1                    14
         Disposed cash from dispositions                                                   (84)                     -
         Acquired cash in acquisitions                                                        -                     6
                                                                          ----------------------  --------------------
         Net cash used in Investing Activities                                             (88)                  (52)
                                                                          ----------------------  --------------------
Financing Activities:
         Proceeds from issuance of common stock                                           1,000                     -
         Net change in short- term borrowings                                             (362)                   362
         Proceeds from minority shareholders                                                  -                    11
         Borrowings from (repayments to) directors                                           10                 (123)
                                                                          ----------------------  --------------------
         Net cash provided by financing activities                                          648                   250
                                                                          ----------------------  --------------------
Decrease in cash and cash equivalents                                                      (10)               (1,570)
Cash, beginning of period                                                                   141                 2,362
                                                                          ----------------------  --------------------
Cash, end of period                                                                  $      131             $     792
                                                                          ======================  ====================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                                  MYWEB INC.COM

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1:           Basis of Presentation

The accompanying  financial statements report the consolidated accounts of MyWeb
Inc.com. and its wholly owned subsidiaries,  TecnoChannel Technologies Sdn. Bhd.
(a Malaysian corporation) and its subsidiary companies,  MyWeb Asia Pte. Ltd. (a
Singapore  corporation),  MyWeb  Network  System  (Beijing)  Co.  Ltd.  (a China
corporation), MyWeb America Inc. (a Delaware corporation) and Easy2Bid Pte. Ltd.
(a  Singapore  corporation).  Pursuant to the  acquisition  described  in Note 4
hereto, the Company has treated the acquisition of TecnoChannel  Technologies as
a reverse acquisition and, accordingly,  has reported TecnoChannel Technologies'
1998 statements as continuous. The Company was incorporated on February 20, 1985
pursuant  to the laws of the  State of  Nevada,  and  presently  has  operations
offices in Kuala Lumpur and Beijing in addition to an  administrative  office in
San Francisco, California.

Note 2:           Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally accepted in the United States for interim
financial  information and with the instructions to Form 10-QSB and Article S-X.
Accordingly,  they do not include all of the information and footnotes  required
by accounting  principles  generally  accepted in the United States for complete
financial statements.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
the accompanying notes. Actual results could differ from those estimates.

Note 3:           Acquisitions

On February 24, 1999,  the Company  acquired 100% of the issued and  outstanding
capital stock of TecnoChannel  Technologies  Sdn. Bhd., a Malaysian  corporation
("TSB"),  in exchange  for an aggregate  of  8,500,000  shares of the  Company's
common  stock.  In  connection  with such  acquisition,  the  Company  issued an
aggregate of 440,000  shares of its common stock to GEM Ltd. for its services as
financial advisor to the Company.

TSB, which was formed in April,  1997 and operates under the trade name "MyWeb",
has  developed  with  Philips  Consumer  Electronics  set-top  boxes that enable
Internet  access via the  television  set.  The boxes are  marketed  and sold by
Philips  and other  third  parties and  include  software  developed  by TSB. In
addition,  TSB has developed and provides enabling technologies to manufacturers
of and Internet service providers serving users of non-personal computer devices
(such as the set-top boxes) which enhance the  utilization of such devices.  TSB
also  operates  multiple  Internet  portals  providing   localized   interactive
applications,  such as e-commerce,  to both personal  computer users and set-top
box users.


                                       6
<PAGE>



                                  MYWEB INC.COM

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 3:           Acquisitions - Continued

The Company accounted for the acquisition as a recapitalization  under a reverse
acquisition  procedure  whereby  TSB's  operations  and  retained  earnings  are
reported  as  continuous.  The value of the shares  issued to GEM Ltd.  has been
charged to additional paid-in capital.

On January 3,  2000,  the  Company  acquired  95% of the issued and  outstanding
capital stock of Easy2Bid  Pte.  Ltd.  ("E2B") and issued 6,200 shares of common
stock  of  the  Company  to  the   shareholders  of  E2B  at  a  total  purchase
consideration  of  approximately   $164,000.   The  Company  accounted  for  the
acquisition  of E2B using the purchase  method of accounting.  Accordingly,  the
purchase  price has been assigned to the fair values of the acquired  assets and
liabilities, resulting in the recognition of goodwill in the amount of $139,000,
which is being amortized over a three year period.

On January 2, 2000, one of the Company's subsidiaries acquired a 66.67% interest
in Pacific Office Supplies Sdn. Bhd. ("Pacific Office"), a Malaysian corporation
engaged  in the  stationery  and  office  supplies  trading  business,  for cash
consideration  of $1.2  million.  The  acquisition  was  accounted for using the
purchase method of accounting.  As part of the Company's reorganization strategy
in connection with its listing application on the Labuan International Financial
Exchange ("LFX",  see Note 10 for information on the Company's proposed spin-off
and  listing on LFX),  the  Company  sold its  subsidiary's  66.67%  interest in
Pacific Office on January 15, 2001 for a total  consideration  of  approximately
$1.05 million.

On April 27, 2000,  the Company  entered into a Joint Venture and  Shareholders'
Agreement  with three other parties (the "Joint  Venture  Agreement")  to form a
joint  venture for the purpose of  undertaking  and  engaging in the business of
providing  Electronic  Delivery  Services to, and as a Service Provider for, the
Electronic  Government  Project in Malaysia.  Under the Joint Venture Agreement,
the Company is  obligated  to  subscribe  to 35% of the total issued and paid up
capital of the Joint Venture Company,  which amounts to  approximately  $92,000.
Pursuant  to the  agreement,  the  Company  is to  undertake  a lead role in the
planning,  management,  organization and  implementation  of the Electronic Data
Services and Service Provider for the Electronic  Government Project.  The first
phase of the  Electronic  Government  Project is targeted to be completed in the
second quarter of year 2001.

Note 4:           Inventories

Inventories  of the Company  primarily  consist of consumer  products and office
stationery  products.  All  inventories  are  stated  at the  lower  of  cost or
realizable  values.  Cost of these  inventories  is  primarily  determined  on a
weighted average basis.

Note 5:           Goodwill

As part of the  acquisition  of E2B as  described  in Note 3 above,  the Company
recorded an intangible asset related to goodwill in the amount of $139,000. This
asset is being amortized over a three-year period beginning January 2000.

                                       7
<PAGE>



                                  MYWEB INC.COM

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 6:           Due To Directors

Amounts due to directors  represent  short-term non interest  bearing  advances,
with no set repayment terms.  These amounts will be repaid from operational cash
flows.

Note 7:           Short Term Borrowings

The short term borrowings  represent a short term loan obtained by MyWeb Network
System  (Beijing)  Co., Ltd. from the China  Construction  Bank.  The short term
borrowing bears interest at the rate of 6.44% per annum and the principal amount
was  payable  in full on  January  13,  2001.  Interest  was  payable  quarterly
commencing  March 21, 2000.  The loan was fully  repaid  during the period ended
March 31, 2001.

Note 8:           Shareholders' Equity

Common Stock

The Company  entered into a subscription  agreement,  dated March 23, 2000, with
Asia Internet  Assets,  Inc. ("Asia  Internet")  pursuant to which Asia Internet
agreed to subscribe for 250,000 shares of the Company's  common stock at a price
of $10 per share, in an unregistered  offering  pursuant to section 4(2) or 3(b)
of the 1933 Securities  Act, as amended (the  "Securities  Act").  Asia Internet
paid $1,000,000 of the total purchase price on April 4, 2000, and was to pay the
remaining sum of $1,500,000 within 30 days thereafter.

On December 27, 2000, the Company entered into a new subscription agreement with
Asia Internet, which superseded the subscription agreement entered into on March
23,  2000.  Under the terms of the new  subscription  agreement,  Asia  Internet
agreed to subscribe to 5 million shares of the Company's common stock at a price
of $0.50 per share, in an unregistered offering pursuant to section 4(2) or 3(b)
of the  Securities  Act.  The  Company  received an  additional  payment of $1.0
million on January 8, 2001 and agreed with Asia Internet to defer  collection of
the remaining $500,000 until after the issuance of 4 million shares. The Company
anticipates  issuing the 4 million shares to Asia Internet  pending  approval of
its  Additional  Listing  Application by AMEX which it expects to receive within
the next 60 days.

Note 9:           Commitments and Contingencies

Stock Incentive Plan

Under its Stock  Incentive  Plans,  the  Company  may grant  stock  options  and
incentive  awards  to  executives,  directors  and  employees  as an  additional
motivation  to further the  Company's  success and increase  shareholder  value.
Incentive or  non-qualified  stock options under these plans may be exercised up
to 10 years from the date the options  were granted and vest over a period of up
to  two  (2)  years.   Certain  options  granted  in  1999  became   exercisable
immediately.  Option  holders  are  required  to  tender  cash or  shares of the
Company's  common stock that they already owned equal to the aggregate  exercise
price of the options at the time of exercise.  Options  outstanding  under these
plans may not exceed 15% of the total  number of shares at any time  outstanding
and the total  number of  options  that may be  granted  under the plans may not
exceed 1,000,000 under each plan. At March 31, 2001, shares available for future
awards under these plans were 1,112.  For the three months ended March 31, 2001,
the  Company  recognized  compensation  expenses  of  $126,000  relating  to the
intrinsic value at the date of grant of certain options.

                                       8
<PAGE>

                                  MYWEB INC.COM

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 9:           Commitments and Contingencies - Continued

Legal

From time to time the Company is subject to legal  proceedings and claims in the
ordinary  course of  business,  including  claims  of  alleged  infringement  of
trademarks,  copyrights and other intellectual property rights, and a variety of
claims arising in connection with the Company's email, message boards, and other
communications and community  features,  such as claims alleging  defamation and
invasion of privacy. The Company is not currently aware of any legal proceedings
or claims that the Company believes will have,  individually or in aggregate,  a
material  adverse  effect on the  Company's  financial  position  or  results of
operation.

Note 10:          Certain Transactions

Proposed  Spin-off and Listing on the Labuan  International  Financial  Exchange
("LFX")

On February 21, 2001, MyWeb Technologies Ltd. ("MyTech"), a company incorporated
in the  British  Virgin  Islands  and a  subsidiary  of  TecnoChannel,  obtained
approval in principle from the regulatory bodies of LFX for the admission to the
Official  List of LFX and for the  floatation  of the entire  issued and paid-up
share  capital of MyTech.  The proposed  spin-off has been  structured to effect
transfer  of 100%  ownership  in a number  of  TecnoChannel  subsidiaries  (and,
accordingly,  the set-top box business) to MyTech in order to increase  MyTech's
value in  contemplation  of its initial public offering on the LFX. The spin-off
is subject to final approval from the  regulatory  bodies of LFX and the Company
anticipates receiving such approval within the next 120 days.

Subscription Agreements Entered into by MyWeb Beijing

On February  23, 2001,  the Company  entered  into a series of  agreements  with
Beijing   ShunTiamHang   Investment  and  Management  Co.  Ltd.   ("Beijing  STH
Investment").  Under the terms of the agreements, MyWeb Beijing received a total
of approximately $362,000 in return for ownership of 22% of the total issued and
paid-up  capital of MyWeb Beijing.  The shares of MyWeb Beijing are  convertible
into newly  issued  MyWeb  Inc.com  shares of common  stock at a price per share
equal to the market value the day prior to the date of conversion.  In addition,
under the terms of the  agreement,  the  Company  issued  options to  purchase 1
million  shares of common  stock at a price equal to 60% of the  average  market
value for the  twenty-one  days prior to the exercise  date, 1 million shares of
common  stock at a price equal 80% of the average  market  value for  twenty-one
days prior to the exercise  date,  and 800,000 shares of common stock at a price
equal to the average  market  value for  twenty-one  days prior to the  exercise
date. The options expire on February 23, 2002.

The Company is in the process of submitting the relevant  documents to apply for
approval from the relevant  regulatory  bodies in the People's Republic of China
for the  effective  transfer of such  ownership to Beijing STH  Investment.  The
change in  shareholdings  as noted  above will only be  effected  upon the final
approval from the relevant  Chinese  regulatory  bodies  whereupon,  Beijing STH
Investment  will hold 18% of the paid-up  capital of MyWeb Beijing but will have
22% of any operating profits or losses of MyWeb Beijing.

                                       9
<PAGE>


                                  MYWEB INC.COM

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 10:          Certain Transactions - Continued

Disposal of Investment in Pacific Office

As  part  of  its  reorganization   strategy  in  connection  with  the  listing
application exercise on the Labuan International Financial Exchange, the Company
sold its subsidiary's  66.67% interest in Pacific Office on January 15, 2001 for
a total  consideration of approximately  $1.05 million.  As a result the Company
recorded a gain of approximately $87,000 in connection with this sale.

Note 11:          Management Plans

We have targeted to achieve  break-even status by 2001 by expanding  services in
our current operating markets.  During the 2000 Period, we expanded our services
to include software engineering and e-commerce  consulting services, in addition
to our established operations,  to capitalize on the demand for such services in
the Asian  region.  By  providing  a range of  integrated  services  along  with
operating  our portal  services in the emerging  markets,  we expect to obtain a
competitive edge over our competitors.

We are continuing to pursue leads for additional potential investors. We believe
that with  additional  funds,  we will be able to meet our  current  expenditure
requirements  and achieve our targets as mentioned  below for the year 2001. Any
additional  funds raised will determine the speed with which such operations are
pursued.

We believe  that our current  funds,  together  with the cash  generated  by our
operations  and the proceeds,  if any,  raised by the completion of the proposed
spin-off of MyTech upon  successful  listing on the LFX,  will be  sufficient to
meet our working  capital  requirements  for the next twelve  months.  We do not
expect to incur any significant capital expenditure in 2001. In order to provide
for any  potential  or  unanticipated  need  for  additional  financing,  we are
currently in  negotiations  with  several  parties to obtain  additional  funds,
however,  there can be no  assurance  that such  financing  will be available on
terms and  conditions  acceptable  to the Company,  if available at all. If such
financing is necessary and cannot be obtained, we would be required to reduce or
postpone expenditures and curtail operations. Any such postponement could have a
material adverse effect on the Company's business and results of operation.


                                       10
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

THE FOLLOWING ANALYSIS OF THE OPERATIONS AND FINANCIAL  CONDITION OF THE COMPANY
SHOULD  BE  READ  IN  CONJUNCTION  WITH  THE  CONDENSED  CONSOLIDATED  FINANCIAL
STATEMENTS,  INCLUDING THE NOTES THERETO,  OF THE COMPANY CONTAINED ELSEWHERE IN
THIS FORM 10-QSB.

Overview

The Company was inactive during 1998 and in February 1999, the Company  acquired
all of the capital stock of  TecnoChannel  Technologies  Sdn.  Bhd., a Malaysian
corporation ("TSB").

TSB, which was formed in April, 1997 and operates under the trade name, "MyWeb,"
has  developed  with  Philips  Consumer  Electronics  set-top  boxes that enable
Internet access via the television set. The boxes are marketed and sold by third
parties, primarily Philips Consumer Electronics,  and include software developed
by TSB. In addition,  TSB has developed and provides  enabling  technologies  to
manufacturers  of and Internet service  providers  serving users of non-personal
computer  devices (such as the set-top  boxes) which enhance the  utilization of
such devices.  TSB also operates multiple  Internet portals providing  localized
interactive  applications,  such  as  e-commerce,  to  users  of  both  personal
computers and set-top boxes.

The  Company's  current  business  plan is to devote all of its resources to the
development and expansion of TSB's business in China and other emerging  markets
that have the following characteristics:  a high percentage of television usage;
a high level of consumer  demand for the Internet;  a low percentage of personal
computer use; a low level of personal computer literacy; a high cost of personal
computers;  a pre-existing cable and  telecommunications  infrastructure,  and a
high  level  of  consumer  demand  for  software  engineering  and  e-  commerce
consulting services.

As discussed below, the three months ended March 31, 2001 was characterized by a
decrease in revenue as a result of the sale of Pacific Offie  Supplies Sdn. Bhd.
and a decrease in expenses  incurred in connection  with the  Company's  cost of
revenue,  advertisement and  promotion/marketing  related expenses, as well as a
decrease  in  personnel  and  employee  compensation  expenses.  The Company has
maintained  its  strategic   alliances  with  local  Chinese   partners,   i.e.,
manufacturers,  content  providers  and  Internet  service  providers,  for  the
continued deployment of the set-top boxes, and for MyWeb's localized portal site
in China. The Company has undertaken  various cost reduction  exercises in China
and other emerging markets while attempting to increase revenues by capitalizing
on the growing demand for system integration and e-commerce consultancy services
in Asia by providing and expanding  such services in its Asian  operations.  The
Company expects to either minimize  operating losses or achieve breakeven status
during 2001 in China and its other operating markets.

We have a limited  operating  history  upon which to base an  evaluation  of our
business and prospects.  We have yet to achieve  significant  revenues,  and our
ability to generate significant revenues in the future is uncertain. Further, in
view of the rapidly  evolving  nature of our business and our limited  operating
history, it is not possible to forecast future revenues. We believe,  therefore,
that  period-to-period  comparisons of our financial results are not necessarily
meaningful,  and  you  should  not  rely  on them  as an  indication  of  future
performance.

Our business and prospects  must be  considered in light of the risks,  expenses
and  difficulties  frequently  encountered by companies in their early stages of
development,  particularly companies in new and rapidly evolving markets such as
the Internet and e-commerce. In addition, our revenues depend substantially upon
the level of activity on our Internet properties and our ability to successfully
create  brand  name  awareness  and  market  recognition  for our  products  and
services.  Although we have experienced  growth in our revenues since our merger
with TSB in February  1999,  there can be no assurance  that our  revenues  will
continue at their current rate or that we will be able to operate profitably.

                                       11
<PAGE>

CONSOLIDATED RESULTS OF OPERATIONS

Revenues

Revenues were $703,000,  including  $13,000 of interest and other income, in the
three months ended March 31, 2001 (the "2001 First Quarter"),  compared to $1.43
million,  including  $37,000 of interest income, in the three months ended March
31, 2000 (the "2000 First Quarter"). The decrease in revenues of $722,000 in the
2001 First  Quarter as compared to the 2000 First  Quarter was  primarily due to
the  disposal of Pacific  Office in January  2001.  Revenues  for the 2001 First
Quarter consisted  primarily of e-commerce  transactions of $557,000 and set-top
box sales revenue of approximately $109,000. No customer accounted for more than
10% of total revenues during the 2001 First Quarter.

Cost of Sales

Cost of sales was $592,000 in the 2001 First Quarter compared to $1.3 million in
the 2000 First  Quarter.  The decrease in cost of sales of 54% in the 2001 First
Quarter  compared to the 2000 First Quarter was primarily due to decrease in the
cost of goods for e-commerce  transactions which is consistent with the decrease
in revenue over the same period.


Total Operating Expenses

Total  operating  expenses were  $651,000 in the 2001 First Quarter  compared to
$2.2 million the 2000 First Quarter. The decrease in total operating expenses of
70% in the 2001 First  Quarter  compared to the 2000 First  Quarter is primarily
attributable to the decrease in sales and marketing  expenses from $1.01 million
in the 2000 First Quarter to $244,000 in the 2001 First Quarter and the decrease
in general  administration  expenses  from $929,000 in the 2000 First Quarter to
$304,000 in the 2001 First Quarter.

Sales and marketing  expenses in the 2001 First Quarter  consisted  primarily of
non-monetary    stock     compensation,     employee     compensation,     other
promotion/marketing related expenses and employee related expenses. The decrease
in absolute  dollars from the 2000 First  Quarter is primarily  attributable  to
decrease in  personnel,  costs  associated  with the Company's  advertising  and
promotion/marketing  related expenses in China and Malaysia and employee related
expenses.

Product  development  expenses  decreased  61% from  $261,000  in the 2000 First
Quarter to $103,000 in the 2001 First Quarter.  Product development  expenses in
the  2001  First  Quarter  consist  primarily  of stock  compensation  expenses,
employee compensation relating to developing and enhancing features of the MyWeb
online service.  The decrease in absolute dollars from the 2000 First Quarter is
primarily a result of the  decrease in the number of engineers  responsible  for
the product development and decrease in the stock compensation expenses.

General  administration  expenses  decreased 67% from $929,000 in the 2000 First
Quarter to $304,000 in the 2001 First Quarter.  General administration  expenses
in the 2001 First Quarter consist primarily of employee  compensation,  employee
related expenses,  amortization of goodwill and fees for professional  services.
The  decrease in absolute  dollars  from the 2000 First  Quarter is  primarily a
result of decrease in employee  compensation,  employee  related  expenses,  the
decrease in the amortization of goodwill as, a result of the disposal of Pacific
Office, as well as the decrease in fees for professional services.

Net Loss

The  Company  recorded  a net loss of  $464,000  or $0.04 per share for the 2001
First  Quarter  compared to a net loss of $2.09  million or $ 0.19 per share for
the 2000 First Quarter.  Compared to the net loss of $2.09 million,  in the 2000
First  Quarter,  the  decrease  in net loss was  primarily  attributable  to the
decrease  in cost  of  revenues,  advertising  and  promotion/marketing  related
expenses, especially in the Company's operations in China and Malaysia, employee
compensation expenses and fees for professional services. This was offset by the
decrease in total revenue as a result of the loss of sales revenue attributed to
the sale of a subsidiary company, Pacific Office, in the 2001 First Quarter. The
sale of Pacific Office resulted in a gain of $87,000.


                                       12
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001, the Company had cash and cash equivalents  totaling  $131,000
compared to $792,000 at March 31,  2000.  Cash used in operating  activities  of
$570,000  during the 2001 First  Quarter  was  primarily  due to the net loss of
$464,000  for the 2001 First  Quarter.  Cash used in  investing  activities  was
$88,000  for the 2001 First  Quarter  compared  to cash  provided  by  investing
activities  of $52,000 for the 2000 First  Quarter.  Cash  provided by financing
activities of $648,000 during the 2001 First Quarter was primarily from proceeds
on the issuance of common stock.

The Company  completed a private placement of 250,000 shares of its common stock
on March 23, 2000 for aggregate proceeds of $2.5 million. Under the terms of the
agreement,  we received an initial  payment of $1.0 million on April 4, 2000. On
December 27, 2000, the Company and Asia Internet Assets Inc.  ("Asia  Internet")
amended the terms of the private placement agreement  previously entered into by
increasing  the  number  of shares  of MyWeb  common  stock to be issued to Asia
Internet for aggregate proceeds of $2.5 million from 250,000 shares to 5 million
shares.  Under the terms of the amended  agreement,  we  received an  additional
payment of $1.0  million on January  8, 2001.  Subsequently,  we have  agreed to
permit Asia  Internet to defer the payment of the remaining  $500,000  until the
issuance of 4 million  shares of our common stock.  We anticipate  issuing the 4
million  shares to Asia  Internet  upon  receiving  approval  of our  Additional
Listing Application by AMEX, which we expect to receive within the next 60 days.

The Company is continuing to pursue leads for  additional  potential  investors.
The Company  believes that with  additional  funds,  we will be able to meet our
current expenditure  requirements and achieve our targets as mentioned below for
the year 2001. Any  additional  funds raised will determine the speed with which
such operations are pursued.

The  Company  has  targeted to achieve  break-even  status by 2001 by  expanding
services in our current operating  markets.  During the 2000 Period, the Company
expanded its services to include software engineering and e-commerce  consulting
services, in addition to our established operations, to capitalize on the demand
for such  services  in the Asian  region.  By  providing  a range of  integrated
services  along with running its portal  services in the emerging  markets,  the
Company expects to obtain a competitive edge over its competitors.


The Company believes that its current funds, together with the cash generated by
its  operations  and the  proceeds,  if any,  raised  by the  completion  of the
proposed  spin-off  of  MyTech  upon  successful  listing  on the  LFX,  will be
sufficient to meet its working capital  requirements for the next twelve months.
The Company  does not expect to incur any  significant  capital  expenditure  in
2001. In order to provide for any potential or unanticipated need for additional
financing,  we are  currently in  negotiations  with  several  parties to obtain
additional funds, however, there can be no assurance that such financing will be
available on terms and  conditions  acceptable  to the Company,  if available at
all. If such financing is necessary and cannot be obtained, we would be required
to reduce or postpone expenditures and curtail operations. Any such postponement
could have a material  adverse  effect on the Company's  business and results of
operation.


                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None


                                       13
<PAGE>


ITEM 5.  OTHER INFORMATION

In  April  2001,  the  Company   received   verbal   approval  from  the  Labuan
International  Financial Exchange's (the "Exchange") regulatory body to list its
shares on the Exchange, with formal approval to be granted upon the finalization
of the terms of the proposed Spin-Off.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

          10.69     Software  License  Agreement,  dated  March 5, 2001,  by and
                    between  TecnoChannel  Technologies  Sdn. Bhd., MyWeb Access
                    Sdn. Bhd., and MyWeb Network  System  (Beijing)  Corporation
                    Ltd. *

          10.71/A   Supplementary Entente on the Equity Transference  Agreement,
                    dated January 22, 2001, modifying the investment time table.
                    *

          10.71/B   Supplement  (No.  1) of  Agreement  on Equity  Transference,
                    dated February 7, 2001, replacing the investor. *

          10.72     Sale and Purchase  Agreement,  dated March 15, 2001,  by and
                    between   Several   Persons,    MyWeb   Technologies   Ltd.,
                    (Purchaser)  and Unioffice  Sdn.  Bhd.,  for the Purchase of
                    shares of Unioffice. *

          10.73     Sale and Purchase  Agreement,  dated March 15, 2001,  by and
                    between  TecnoChannel   Technologies  Sdn.  Bhd.  and  MyWeb
                    Technologies  Ltd.,  (Purchaser) and MyWeb Access Sdn. Bhd.,
                    for the purchase of MyWeb Access shares. *

          10.74     Sale and Purchase  Agreement,  dated March 15, 2001,  by and
                    between   Several   Persons,    MyWeb    Technologies   Ltd.
                    (Purchaser),   and  MyWeb  E-Commerce  Sdn.  Bhd.,  for  the
                    purchase of MyWeb E-Commerce shares. *



(b)   Reports on Form 8-K

                  None
---------------------

*    Previously  filed with the  Commission  on Form 10-KSB of MyWeb  Inc.com on
April 16, 2001, and incorporated by reference.


                                       14
<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                     MYWEB INC.COM
                                     (Registrant)



                                     By:  /s/  Nin Contreras
                                          --------------------------------------
                                           Nin Contreras
                                           Chief Executive Officer

                                     By:  /s/  Roger Koh
                                          --------------------------------------
                                           Roger Koh
                                           Acting Chief Financial Officer


Date: May 18, 2001


                                       15