As Filed with the Securities and Exchange Commission on May 22, 2000
================================================================================

                                  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, 2000

                                       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
         (State or Other Jurisdiction of Incorporation or Organization)

                                   88-0207089
                        (IRS Employer 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) 460-9282
                 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 [X] No

<PAGE>

                                  MYWEB INC.COM

                                   FORM 10-QSB
                      For the Quarter Ended March 31, 2000





                                                                          Page
         Index                                                            Number

PART I   FINANCIAL INFORMATION

Item 1   Condensed  Consolidated  Balance  Sheets at March 31, 2000 and
         December 31, 1999 (unaudited for March 31, 2000 period)             3

         Condensed  Consolidated  Statements of  Operations  for the
         three month periods ended March 31, 2000 and March 31, 1999
         (unaudited)                                                         4

         Condensed  Consolidated  Statements  of Cash Flows for the three
         month periods ended March 31, 2000 and March 31, 1999 (unaudited)   5

         Notes to Condensed Consolidated Financial Statements                6

Item 2   Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                              10

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                14
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 AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                        (Unaudited)
                                                            March            December
                                                          31, 2000           31, 1999
                                                        -----------          ---------
<S>                                                       <C>                <C>
Assets
------

Current Assets:
     Cash and cash equivalents                            $     792          $   2,362
     Accounts receivable, net                                 2,441              1,818
     Inventories                                                791                 43
     Prepaid expenses and other current assets                  375                466
                                                          ---------          ---------
         Total Current Assets                                 4,399              4,689
                                                          ---------          ---------

Property and equipment, net                                     546                352
Goodwill, net                                                 1,075                  -
                                                          ---------          ---------
                                                          $   6,020           $  5,041
                                                          =========          =========
Liabilities and Shareholders' Equity
------------------------------------

Current Liabilities:
     Accounts payable, trade                              $   1,792          $   1,861
     Other accounts payable                                   3,386              1,369
     Due to directors                                            76                198
     Deferred revenue                                            25                 26
     Short term borrowings                                      362                  -
     Income taxes payable                                         8                  -
     Deferred Tax Liability                                       5                  -
                                                          ---------          ---------
         Total Current Liabilities                            5,654              3,454
                                                          ---------          ---------
Commitments and contingencies (Note 9)
Minority Interest                                                98                  7

Shareholders' Equity:
     Common stock, par value $.01;
     authorized 100,000,000 shares;
     issued and outstanding 11,121,357 shares in 2000
     and 11,070,135 shares in 1999                              111                111

     Additional paid-in capital                              15,512             14,749
     Accumulated deficit                                    (15,363)           (13,272)
     Other comprehensive income (loss)                            8                 (8)
                                                          ---------          ---------
     Total Shareholders' Equity                                 268             (1,580)
                                                          ---------          ---------

                                                          $   6,020          $   5,041
                                                          =========          =========
</TABLE>

                                       3
<PAGE>

                                  MYWEB INC.COM

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
               (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNT)

<TABLE>
<CAPTION>
                                                                 (Unaudited)
                                                         For The Three Months Ended
                                                         March 31,          March 31,
                                                           2000               1999
                                                         ----------         ---------
<S>                                                      <C>                <C>
Revenues :

     Net Sales                                           $    1,388         $     436
     Interest and Other Income                                   37                 8
                                                         ----------         ---------
         Total Revenues                                       1,425               444
                                                         ----------         ---------
Costs and Expenses:

     Cost of sales                                            1,297               395
     Sales and marketing                                      1,009                41
     Product development                                        261                12
     General administration                                     929               252
                                                         ----------         ---------
 Total Costs and Expenses                                     3,496               700
                                                         ----------         ---------

Minority Interest                                                21                -

Loss before income taxes                                     (2,092)             (256)

Income Taxes                                                     -                 -
                                                         ----------         ---------
Net Loss                                                 $   (2,092)        $    (256)
                                                         ==========         =========

Loss per share - Basic and Diluted                       $    (0.19)        $   (0.03)
                                                         ==========         =========

Average number of common shares outstanding              11,112,285         9,375,743
                                                         ==========         =========

</TABLE>
                                       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,
                                                                      2000                   1999
                                                                   ----------            ------------
<S>                                                                <C>                   <C>
Operating Activities:
     Net loss                                                      $ (2,092)             $    (256)

Reconciliation to net cash used in operating activities:
     Depreciation                                                        33                      1
     Non-cash Expense                                                   624                      -
     Common stock issuance for consulting services                        -                      4
     Amortization of goodwill                                            98                      -
     Fixed assets written off                                             2                      -
     Gain on disposal of fixed assets                                    (5)                     -
     Minority interest in net income                                     21                      -

Changes in Operating Working Capital:
     (Increase) Decrease in inventories                                (101)                     -
     (Increase) Decrease in accounts receivable, trade                  162                    644
     (Increase) Decrease in prepaids and other current assets           170                   (273)
     (Decrease) Increase in accounts payable                           (675)                   235
     Decrease in deferred revenue                                        (1)                     -
                                                                   --------              ---------
     Net cash (used in) provided by Operating Activities             (1,764)                   356
                                                                   --------              ---------

Investing Activities:
     Acquisition of property and equipment                              (72)                     -
     Cash acquired in acquisitions                                        6                      -
     Acquired cash in Asia Media                                          -                     11
     Proceeds from disposal of equipment                                 14                      -
                                                                   --------              ---------
     Net cash (used in) provided by Investing Activities                (52)                    11
                                                                   --------              ---------

Financing Activities:
     Proceeds on issuance of common stock                                -                       5
     Repayments to directors                                           (123)                   (15)
     Proceeds of loan payable                                            -                     361
     Net change in short term borrowings                                362                      -
     Proceeds from minority shareholders                                 11                      -
                                                                   --------              ---------
     Net cash provided by Financing Activities                          250                    351
     Effect on exchange rate changes on cash                             (4)                     -
                                                                   --------              ---------

(Decrease) Increase in cash and cash equivalents                     (1,570)                   717
Cash, beginning of period                                             2,362                      -
                                                                   --------              ---------
Cash, end of period                                                $    792              $     717
                                                                   ========              =========
</TABLE>

                                       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
Singaporean  corporation),  MyWeb  Network  System  (Beijing)  Co. Ltd. (a China
corporation) and MyWeb America Inc. (a Delaware corporation),  and Easy2Bid Pte.
Ltd. (a Singaporean 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
an administrative office in San Francisco, California, and operations offices in
Kuala Lumpur and Beijing.

Note 2:           Unaudited Financial Statements

The consolidated  financial  statements as of March 31, 2000 and for the periods
ended March 31, 2000 and 1999,  included  herein are  unaudited;  however,  such
information reflects all adjustments consisting of normal recurring adjustments,
which are, in the opinion of management,  necessary for a fair  presentation  of
the information for such periods. In addition, the results of operations for the
interim periods are not  necessarily  indicative of results for the entire year.
The accompanying  financial  statements are in condensed form and should be read
in conjunction with the Company's  consolidated  financial  statements and notes
thereto included in the Company's Annual Report filed on Form 10-KSB.

Note 3:           Inventories

Inventories of the Company  primarily  consist of fast moving 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 4:           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 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
and Internet service providers serving non-personal  computer devices,  (such as
the set-top boxes),  to enhance the  functionalities  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 4:           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, the Company's subsidiary, TSB, acquired 66.67% of the issued
and outstanding capital stock of Pacific Office Supplies Sdn. Bhd. ("POS") for a
total purchase  consideration of approximately  $1.23 million,  payable in cash.
The Company  accounted for the  acquisition of POS 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 $1.03  million,  which is being  amortized  over a three  year
period.


Note 5:           Goodwill

As part of the  acquisition  of E2B and POS as  described  in Note 4 above,  the
Company  recorded an intangible asset related to goodwill in the amount of $1.17
million.  This  asset is being  amortized  over a three  year  period  beginning
January 2000.


Note 6:           Other Accounts Payable

Of other  accounts  payable  balances  at March 31,  2000,  approximately  $1.23
million  represents amount owing to vendors in  connection  with the purchase of
POS.


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 of 6.44% per annum of which the principal  amount will
be payable in full on January 13,  2001.  The  interest  element  will be repaid
every three months commencing March 21, 2000.

                                       7
<PAGE>

                                  MYWEB INC.COM

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 8:           Certain Transactions

Private placements:

The Company  completed a private placement of 250,000 shares of our common stock
on March 23, 2000 for aggregate proceeds of $2.5 million. Under the terms of the
agreement,  we have  received  $1.0  million on April 4, 2000 and will receive a
further $1.5 million in aggregate proceeds by June 15, 2000.

The Company has also secured another private  placement of 100,000 shares of the
Company's  common stock where we will receive  $800,000  upon the signing of the
agreement. We intend to use the proceeds to finance our operations.

The Company entered into a Licensing and Shareholder Agreement,  dated March 29,
2000 (the  "Adgator  Agreement"),  with  Adgator.com  Co.,  Ltd and Adgator Inc.
(collectively,  "AC/AI").  Under the terms of the Adgator  Agreement,  AC/AI has
agreed to  purchase,  and the Company has agreed to sell to AC/AI,  within three
(3) months  following March 29, 2000, $1.0 million worth of the Company's common
stock at a price per share  equal to a 30%  discount  from the one week  average
price from the date of the  agreement.  The  Company  received a  non-refundable
deposit of $100,000 from AC/AI in April 2000.


Note 9:           Commitments and Contingencies

Option agreement:

Pursuant  to a  proposed  acquisition  in 1996  which was never  completed,  the
Company had  granted its then  subsidiary,  AMC  Holdings,  an option to convert
certain preference shares in the acquisition  agreement to 125,000 shares of the
Company's common stock.  The proposed  acquired company executed an agreement of
forbearance  whereby it was agreed to never exercise such option.  As management
is presently  uncertain as to the legal binding effect of such an agreement upon
an innocent purchaser for value, and although management believes that no shares
will be required to be issued,  an aggregate  of 125,000  shares are reserved if
the Company may be forced to issue such shares in the future.

Marketing Agreement:

The Company  executed an  agreement  with a public  relations  consulting  firm,
providing for the firm to provide certain services over a twelve month term. The
Company is  charging  the value of the shares  issued  for such  arrangement  of
approximately   $283,000  over  the  agreement  term.  As  of  March  31,  2000,
approximately  $94,000 of the advance fee has been charged to  operations.  Such
services included the preparation of product and corporate  literature,  as well
as services related to media distribution.

                                       8
<PAGE>

                                  MYWEB INC.COM

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 9:           Commitments and Contingencies - Continued

1999 Stock Incentive Plan

In February  1999,  the  Company's  stockholders  approved  the  adoption of the
Company's 1999 Incentive Program (the "Program") pursuant to which various types
of awards may be made. In June 1999,  the  directors of the Company  adopted the
1999  Non-Qualified  Stock  Option  Plan (the  "Plan")  pursuant  to which  only
non-qualified stock options may be granted.

Under our Stock Incentive plans, we may grant stock options and incentive awards
to  executives,  directors  and  employees to provide  motivation to enhance the
Company's  success and increase  shareholder  value.  Incentive or non-qualified
stock  options  granted under our 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 and
certain options granted in 1999 became exercisable  immediately.  Option holders
are  required  to tender  cash or shares of our common  stock that they  already
owned  equal  to the  aggregate  exercise  price of the  options  at the time of
exercise.  Options  outstanding  under our 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, 2000, shares available for future awards under our plans were 547,862.
For the  three  month  period  ended  March 31,  2000,  the  Company  recognized
compensation expense of $504,000,  related to the intrinsic value at the date of
grant of certain options.


Note 10:          Subsequent Events

Secondary Listing in Singapore

The Company is in the process of applying to the Singapore  Exchange  Securities
Trading Limited ("SGX") for a secondary listing of the Company's common stock on
the Stock Exchange of Singapore.

Licensing and Shareholder Agreement

The Company entered into a Licensing and Shareholder Agreement,  dated March 29,
2000, with Adgator.com Co., Ltd and Adgator Inc. (collectively  "AC/AI").  Under
the terms of the  agreement,  AC/AI has agreed to purchase,  and the Company has
agreed to sell to AC/AI, within three (3) months of March 29, 2000, $1.0 million
worth of the Company's common stock at a price per share equal to a 30% discount
from the one week  average  price from the date of the  agreement.  The  Company
received a non-refundable deposit of $100,000 from AC/AI in April 2000.

Investment in Jingqi.com

On March 22, 2000, the Company  entered into an agreement to acquire a strategic
equity stake of 25% - 36% in  Jingqi.com,  one of the largest  retail  bookstore
chains in China.  During due  diligence,  certain  matters  were  brought to the
attention  of the  Company's  management.  As a result of the outcome of the due
diligence,  the  Company's  management  has  decided  not  to  proceed  with  an
investment in Jingqi.com unless and until these matters are resolved.

                                       9
<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 1997 and 1998.  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  and Internet  service  providers  serving  non-personal  computer
devices  (such as the  set-top  boxes) to enhance  the  functionalities  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; and a pre-existing cable and telecommunications infrastructure.

On February 22, 2000, we entered into an agreement  with Asia Infonet Co., Ltd.,
an Internet  service  provider in Thailand,  to jointly  distribute and market a
co-branded  portal in Thailand,  localized in Thai language.  Under the terms of
the agreement, Asia Infonet has agreed to provide consumers with local access to
MyWeb's portal and allow MyWeb access to its distribution channels at no cost to
distribute  and market the product.  MyWeb has agreed to provide  logos and icon
links to Asia Infonet's websites on its portal.

On February 15, 2000, we entered into a license and service agreement with MyWeb
Americas,  Inc.  ("MyWeb  Americas").  The  agreement  allows MyWeb  Americas to
develop, offer and promote television Internet access and Spanish and Portuguese
versions of our MyWeb  Online  Services to markets in Latin  America.  Under the
agreement, MyWeb Americas may use our Thunder and Thunderserve software, and our
intellectual  property rights relating to our MyWeb Online Service, and may also
sub-license and promote our technology within the Latin American markets.  MyWeb
Online Services for the Latin American market are still being developed,  and we
anticipate that they will be ready by the end of 2000.

As  discussed   below,   the  three  month  period  ended  March  31,  2000  was
characterized  by increased  revenues offset by increased  expenses  incurred in
connection  with the  Company's  operations in China and for  professional  fees
incurred in relation to the Company's application for a secondary listing on the
Stock Exchange of Singapore. The Company believes it is well placed to capture a
portion of the Internet  users in China and other emerging  markets  through the
deployment  of the set-top  boxes,  as they offer easy and  affordable  Internet
access  compared  to PCs whose  prices  remain high  relative to average  income
levels.  The Company has entered into  strategic  alliances  with local  Chinese
partners, i.e., manufacturers, content providers and Internet service providers,
for the deployment of the set-top boxes,  and for MyWeb's  localized portal site
in China. The Company has continued on its brand building  strategy in China and
maintained its level of expenditure  relating to the cost of acquiring  Internet

                                       10
<PAGE>

users in China and  advertising  and  promoting  the MyWeb  brand.  The  Company
expects to continue to incur operating losses during the continued  expansion of
our products and services in China and other emerging 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.

CONSOLIDATED RESULTS OF OPERATIONS

Revenues

Revenues were $1.43 million,  including $37,000 of interest and other income, in
the three month period ended March 31, 2000 (the "2000 First Quarter"), compared
to  $444,000,  including  $8,000 of interest  income,  in the three month period
ended  March 31, 1999 (the "1999 First  Quarter").  The  increase in revenues of
221% in the 2000  First  Quarter  as  compared  to the 1999  First  Quarter  was
primarily due to the increase in e-commerce  transactions,  which only commenced
in 1999.  Revenues for the 2000 First Quarter consisted  primarily of e-commerce
transactions of $1.27 million and  advertising and design work of  approximately
$112,000.  No customer  accounted for more than 10% of total revenues during the
2000 First  Quarter.  No customer  accounted for more than 10% of total revenues
during the 1999 First  Quarter  except for  Pemasaran  Jaya Mas,  Saw Beng Swee,
Visan Holdings, The Action Station and Elemkay Resources Sdn Bhd.

Cost of Sales

Cost of sales was $1.3 million in the 2000 First Quarter compared to $395,000 in
the 1999 First Quarter.  The increase in cost of sales of 228% in the 2000 First
Quarter compared to the 1999 First Quarter was primarily due to increases in the
cost of goods for e-commerce  transactions which is consistent with the increase
in revenue over the same period.

Total Operating Expenses

Total operating expenses were $2.2 million in the 2000 First Quarter compared to
$305,000 in the 1999 First Quarter.  The increase in total operating expenses of
621% in the 2000 First  Quarter  compared to the 1999 First Quarter is primarily
attributable to an increase in sales and marketing  expenses from $41,000 in the
1999 First  Quarter  to $1.01  million in the 2000  First  Quarter  and  general
administration  expenses  from $252,000 in the 1999 First Quarter to $929,000 in
the 2000 First Quarter.

Sales and marketing  expenses in the 2000 First Quarter  consisted  primarily of
employee  compensation,   advertising  and  other  promotion/marketing   related
expenses and employee  related  expenses.  The increase in absolute dollars from
the 1999 First  Quarter is primarily  attributable  to an increase in personnel,
costs associated with the Company's advertising and promotion/marketing  related
expenses in China and employee related expenses.

                                       11
<PAGE>

Product  development  expenses  increased  2,075% from $12,000 in the 1999 First
Quarter to $261,000 in the 2000 First Quarter.  Product development  expenses in
the 2000 First Quarter consist  primarily of employee  compensation  relating to
developing and enhancing  features of the MyWeb online service  properties.  The
increase in absolute  dollars from the 1999 First  Quarter is primarily a result
of the  increase  in  the  number  of  engineers  responsible  for  the  product
development and employee related expenses.

General  administration  expenses increased 269% from $252,000 in the 1999 First
Quarter to $929,000 in the 2000 First Quarter.  General administration  expenses
in the 2000 First Quarter consist primarily of employee  compensation,  employee
related  expenses and fees for professional  services.  The increase in absolute
dollars  from the 1999 First  Quarter is  primarily  a result of an  increase in
employee  compensation  and  an  increase  in  fees  for  professional  services
primarily  related to the Company's  application for a secondary  listing on the
Singapore Stock Exchange amounting to approximately $230,000.


Net Profit (Loss)

The Company recorded a net loss of $2.09 million or $0.19 per share for the 2000
First Quarter compared to a net loss of $256,000 or $0.03 per share for the 1999
First  Quarter.  Compared to the net loss of $256,000 in the 1999 First Quarter,
the increase in net loss was primarily  attributable  to the increase in cost of
revenues, advertising and promotion/marketing related expenses especially in the
Company's operations in China,  employee  compensation and fees for professional
services.  This was offset by the increase in revenues in the 2000 First Quarter
compared to the 1999 First Quarter.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2000, the Company had cash and cash equivalents  totaling  $792,000
compared to $8,000 at March 31, 1999. Cash used in operating activities of $1.76
million during the 2000 First Quarter was primarily due to the net loss of $2.09
million  for the 2000  First  Quarter.  Cash used in  investing  activities  was
$52,000  for the 2000 First  Quarter  compared  to cash  provided  by  investing
activities of $11,000 for the 1999 First Quarter.  The capital  expenditures  of
$72,000  for the 2000 First  Quarter  consisted  primarily  of the  purchase  of
computer  hardware  and  software.  Cash  provided by  financing  activities  of
$250,000 during the 2000 First Quarter was primarily from short-term  borrowings
while $123,000 was used to repay the amount due to directors.

The Company  completed a private placement of 250,000 shares of our common stock
on March 23, 2000 for aggregate proceeds of $2.5 million. Under the terms of the
agreement,  we have  received  $1.0  million on April 4, 2000 and will receive a
further $1.5 million in aggregate proceeds by June 15, 2000.

The Company has also: -
i)   secured  another private  placement of 100,000 shares of  our common  stock
     where we will receive  $800,000 upon the signing of the agreement, and
ii)  entered into a Licensing and  Shareholder  Agreement  pursuant to which the
     other  parties to the  agreement  have agreed to purchase  within three (3)
     months of March 29, 2000, $1.0 million worth of the Company's  common stock
     at a price  per share  equal to a 30%  discount  from the one week  average
     price from the date of the agreement. The Company received a non-refundable
     deposit of $100,000 in April 2000.

However,  the Company is  continuing  to pursue  leads for  additional  possible
investors.  The Company believes that with the additional funds of $3.3 million,
it will be able to meet its  current  expenditure  requirements  and achieve its
business  goals  for the  next 12  months.  Any  additional  funds  raised  will
determine the speed with which promotion and enhancements are pursued.

                                       12
<PAGE>

                                     PART II
                                OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

              In 1999,  MyWeb  Beijing  set up a music  channel on its  website,
which contained links to websites on the internet with MP3 music, enabling users
to listen to or  download  MP3 songs  through  its search  engine.  Four  member
companies of the International Federation of the Phonographic Industry ("IFPI"),
namely Sony Music  Entertainment  (Hong Kong) Records Ltd., Warner Records Ltd.,
Universal Records Ltd. and China Records Guangzhou,  each sued MyWeb's Hyperlink
service  in  the  Beijing  Second  Intermediate  People's  Court  for  copyright
infringement from the end of November to early December 1999. MyWeb and IFPI, as
well as its four member companies,  reached a settlement  agreement on March 17,
2000. Under the settlement,  the litigation was terminated in exchange for which
My Web agreed to reimburse  IFPI and its four member  companies  for their legal
costs,  notarization  cost and  attorney's  fees in the amount of  approximately
$42,000.

ITEM 2.       CHANGES IN SECURITIES

              No securities that were not registered under the Securities Act of
1933, as amended (the "Act") were issued or sold by the Company during the three
months ended March 31, 2000, except as described below.

                  1. On  February  25,  2000,  the   Company  issued  to  Merger
Communications Inc. ("Merger"),  a sophisticated investor,  30,000 shares of its
common stock, valued at approximately  $330,000,  as partial payment for certain
public relations  services  rendered to the Company by Merger. On the same date,
the Company  issued an additional  15,000 shares of its common stock,  valued at
approximately  $283,000,  to Merger for certain public relations  services to be
rendered  pursuant to Media Relations  Cooperation  contract dated September 28,
1999. The shares were issued in reliance upon the exemption  provided by Section
4(2) of the Act.

                  2. On March 20, 2000,  the Company  issued 6,200 shares of its
common stock  valued at  approximately  $164,000 to Deepa  Nilkanth  Mahajan,  a
sophisticated  investor,  in  exchange  for 95% of the  issued  and  outstanding
capital stock of Easy2Bid Pte Ltd., a Singaporean  corporation.  The shares were
issued in reliance upon the exemption provided by Regulation S promulgated under
the Act.

                  3. On March 23, 2000,  the Company sold 250,000  shares of its
common stock to Asia Internet Assets,  Inc. ("Asia  Internet"),  a sophisticated
investor,  at $10 per  share.  Asia  Internet  paid  $1.0  million  of the total
purchase  price on April 4, 2000 and the remaining $1.5 million is payable on or
before  June 15,  2000.  The shares  were sold in  reliance  upon the  exemption
provided by Regulation S under the Act.

                  4. On March 29, 2000, the Company entered into a Licensing and
Shareholder Agreement with Adgator.com Co., Ltd. and Adgator Inc. (collectively,
"AC/AI").  Under the terms of such agreement,  AC/AI has agreed to purchase, and
the Company has agreed to sell to AC/AI, within three months following March 29,
2000,  $1.0  million  worth of the  Company's  common stock at a price per share
equal to a 30%  discount  from the one week  average  price from the date of the
agreement.  The Company received a non-refundable deposit of $100,000 from AC/AI
in April 2000.  The  agreement to sell the shares was made in reliance  upon the
exemption provided by Section 4(2) of the Act.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

                  None

                                       13
<PAGE>


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

                  None

ITEM 5.       OTHER INFORMATION

              The  Company  is in the  process  of  applying  to  the  Singapore
Exchange  Securities  Trading  Limited for a secondary  listing of the Company's
common stock on the Stock Exchange of Singapore.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits

               10.44       Sale and Purchase  Agreement,  dated January 3, 2000,
                           between MyWeb Inc.com and Deepa Nilkanth  Mahajan for
                           purchase of 95% of  outstanding  and issued shares in
                           Easy2Bid Pte. Ltd. * +

               10.45       Sale and Purchase  Agreement,  dated January 2, 2000,
                           between  MyWeb Inc.com and Tan Tian Sin and Chew Siau
                           Fong  for  purchase  of  13,334  shares  representing
                           66.67% of the issued and  paid-up  capital of Pacific
                           Office Supplies Sdn Bhd. * +

               10.46       Co-Marketing  Agreement,  dated  February  22,  2000,
                           between MyWeb Inc.com and Asia Infonet Co., Ltd. +

               10.47       License  Agreement,  dated February 15, 2000, between
                           MyWeb Inc.com and MyWeb Americas, Inc. * +

               10.50       Agreement for Bank Loan between  MyWeb  (Beijing) and
                           China Construction Bank. *

               10.51       Mortgage  Agreement between MyWeb (Beijing) and China
                           Construction Bank. *

               10.62       QNX OEM  Licensing  Agreement,  dated  April 5, 2000,
                           between QNX  Software  Systems  Ltd and  TecnoChannel
                           Technologies Sdn Bhd. * +

               10.63       Subscription  Agreement,  dated March 23,  2000,  for
                           Asia  Internet  Assets  Inc. to  subscribe  for MyWeb
                           Inc.com's common stock.

               10.64       Letter, dated March 23, 2000, confirming Samsung Asia
                           Pte.  Ltd.'s  acceptance of MyWeb  Inc.com's offer to
                           subscribe for MyWeb Inc.com common stock. *

               10.65       Licensing and Shareholder Agreement,  dated March 29,
                           2000, between MyWeb Inc.com and Adgator, Inc. +

               10.66       Software Licensing Agreement, dated January 28, 2000,
                           between Tecnochannel and MyWeb (Beijing). **

               10.67       Shareholders  Agreement,  dated  February  15,  2000,
                           between MyWeb Inc.com and other shareholders of MyWeb
                           Americas. **

               27.1        Financial  Data  Schedule  for the Three Months Ended
                           March 31, 2000.


                                       14
<PAGE>


           (b)   Reports on Form 8-K

                      On March 24, 2000,  the Company filed a Current  Report on
               Form  8-K  reporting  the  change  in  the  Company's  certifying
               accountant  from Wlosek & Braverman,  LLC to Arthur  Andersen and
               that on March 13,  2000,  shares of the  Company's  common  stock
               commenced  trading on the American  Stock  Exchange and ceased to
               trade on the Over-the-Counter Bulletin Board.

------

*        Previously  filed with the  Commission on Form 10-KSB of MyWeb Inc.com,
         April 14, 2000, and incorporated by reference.

**       To be filed by amendment.

+        Portions of these exhibits have been omitted pursuant to a request  for
         confidential treatment.












                                       15
<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/  Victor Fook Ai Ng
                                               ---------------------------------
                                               Victor Fook Ai Ng
                                               Director, Chief Financial Officer
                                               Treasurer and Secretary
Date: May 19, 2000