U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                  -------------


|X|   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the quarterly period ended January 31, 2004


|_|   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from ____ to ____



                          Commission File No. 000-24996

                          INTERNET COMMERCE CORPORATION
             (Exact name of registrant as specified in its charter)

                                                                13-3645702
         Delaware                                            (I.R.S. Employer
 (State of incorporation)                                 Identification Number)

                           805 Third Avenue, 9th Floor
                            New York, New York 10022
          (Address of principal executive offices, including zip code)

                                 (212) 271-7640

              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (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 |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of March 11, 2004 the registrant had outstanding 14,241,467 shares of
Class A Common Stock.


<PAGE>


                          INTERNET COMMERCE CORPORATION


                               INDEX TO FORM 10-Q

                                                                           PAGE
                                                                           ----

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

   Consolidated balance sheets as of January 31, 2004 (unaudited) and
   July 31, 2003........................................................     3

   Consolidated statements of operations and comprehensive loss for the
   three and six months ended January 31, 2004 (unaudited) and
   January 31, 2003 (unaudited).........................................     4

   Consolidated statements of cash flows for the six months ended January
   31, 2004 (unaudited) and January 31, 2003 (unaudited)................     5

   Notes to consolidated financial statements (unaudited)...............     6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.......................................     18

Item 3. Quantitative and Qualitative Disclosures About Market Risk......     36

Item 4  Controls and Procedures.........................................     36

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings..............................................     37

Item 2.  Changes in Securities and Use of Proceeds......................     37

Item 3.  Defaults Upon Senior Securities................................     37

Item 4.  Submission of Matters to a Vote of Security Holders ...........     37

Item 5.  Other Information..............................................     37

Item 6.  Exhibits and Reports on Form 8-K ..............................     37

SIGNATURES

CERTIFICATIONS


                                       2
<PAGE>


INTERNET COMMERCE CORPORATION


Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                           January 31,        July 31,
                                                              2004             2003
                                                           -----------      -----------
                                                           (unaudited)
ASSETS
Current assets:
<S>                                                      <C>              <C>
  Cash and cash equivalents                              $    889,774     $  2,283,339
  Marketable securities                                             -           91,941
  Accounts receivable, net of allowance for doubtful
    accounts of $235,165 and $220,281, respectively         1,777,565        1,732,890
  Prepaid expenses and other current assets                   342,798          295,474
                                                           -----------      -----------
    Total current assets                                    3,010,137        4,403,644

Restricted cash                                               117,037          128,607
Property and equipment, net                                   381,500          556,812
Software development costs, net                                44,651          127,841
Goodwill                                                    1,211,925        1,211,925
Other intangible assets, net                                1,673,000        2,151,000
Other assets                                                   14,236           18,507
                                                           -----------      -----------
    Total assets                                         $  6,452,486     $  8,598,336
                                                           ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                       $    554,376     $    918,337
  Accrued expenses                                            947,069        1,178,880
  Accrued dividends - preferred stock                          33,880          231,726
  Short-term debt                                             533,615             -
  Deferred revenue                                             53,181           96,952
  Capital lease obligation                                    116,465          148,189
  Other liabilities                                            63,573          129,985
                                                           -----------      -----------
          Total current liabilities                         2,302,159        2,704,069

Capital lease obligation - less current portion                13,900           46,120
Other non-current liabilities                                    -               8,011
                                                           -----------      -----------
          Total liabilities                                 2,316,059        2,758,200
                                                           -----------      -----------

Commitments and contingencies

Stockholders' Equity:
Preferred stock - 5,000,000 shares authorized,
     including 10,000 shares of series A, 10,000
     shares of series C, 250 shares of series D
     and 175 shares of series S:
  Series A preferred stock - par value $.01 per
     share, none issued and outstanding                          -                -
  Series C preferred stock - par value $.01 per
     share, 44.76 votes per share; 10,000 shares
     issued and outstanding (liquidation value of
     $10,033,880)                                                 100              100
  Series D preferred stock - par value $.01 per share,
     769 votes per share; 250 shares issued and
     outstanding (liquidation value of $250,000)                    3                3
Common stock:
  Class A - par value $.01 per share, 40,000,000
     shares authorized, one vote per share;
     14,210,955 and 13,797,566 shares issued and
     outstanding, respectively                                142,109          137,976
Additional paid-in capital                                 88,128,080       87,489,583
Accumulated deficit                                       (84,133,865)     (81,813,191)
Accumulated other comprehensive income                              -           25,665
                                                           -----------      -----------
          Total stockholders' equity                        4,136,427        5,840,136
                                                           -----------      -----------

          Total liabilities and stockholders' equity     $  6,452,486     $  8,598,336
                                                           ===========      ===========
</TABLE>
                  See notes to consolidated financial statements.


                                       3
<PAGE>


INTERNET COMMERCE CORPORATION

Consolidated Statements of Operations and Comprehensive Loss (unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended                    Six Months Ended
                                                                January 31,                           January 31,
                                                      --------------------------------------------------------------------
                                                         2004               2003                2004              2003
                                                      ------------      ------------        ------------      ------------
<S>                                                   <C>               <C>                 <C>               <C>
Revenue:
  Services                                            $  2,755,732      $  2,837,406        $  5,859,084      $  5,887,182
                                                      ------------      ------------        ------------      ------------

Expenses:
Cost of services administrative
  (excluding non-cash compensation of
  $19,070 for the three and six months
  ended January 31, 2004)                                1,750,986         1,929,013           3,611,295         3,807,538
Impairment of capitalized software                          44,983              --                44,983              --
Impairment of software inventory                              --             248,077                --             248,077
Product development and enhancement
  (excluding non-cash compensation of
  $111,640 for the three and six months
  ended January 31, 2004)                                  226,790           295,388             452,004           555,788
Selling and marketing (excluding
  non-cash compensation of $75,415
  for the three and six months ended
  January 31, 2004)                                        811,896           822,088           1,637,577         1,585,617
General and administrative (excluding
  non-cash compensation of  $267,019 and
  $319,961 for the three and six months
  ended January 31, 2004 respectively, and
  of $10,416 for the three and six months
  ended January 31, 2003)                                1,004,628         1,095,347           1,950,013         2,205,488
Non-cash charges for stock-based
  compensation and services                                473,144            10,416             526,087            10,416
                                                      ------------      ------------        ------------      ------------

                                                         4,312,427         4,400,329           8,221,959         8,412,924
                                                      ------------      ------------        ------------      ------------

Operating loss                                          (1,556,695)       (1,562,923)         (2,362,875)       (2,525,742)
                                                      ------------      ------------        ------------      ------------

Other income and (expense):
  Interest and investment income                            68,381             3,895              69,239             9,189
  Investment loss                                             --                --                  --             (19,072)
  Interest expense                                         (14,613)           (9,618)            (27,038)          (14,287)
  Impairment of marketable securities                         --            (317,924)               --            (317,924)
                                                      ------------      ------------        ------------      ------------
                                                            53,768          (323,647)             42,201          (342,094)
                                                      ------------      ------------        ------------      ------------

Net loss                                              $ (1,502,927)       (1,886,570)         (2,320,674)       (2,867,836)

Dividends on preferred stock                              (101,593)         (101,647)           (202,154)         (202,190)
                                                      ------------      ------------        ------------      ------------

Loss attributable to common stockholders              $ (1,604,520)     $ (1,988,217)         (2,522,828)     $ (3,070,026)
                                                      ============      ============        ============      ============

Basic and diluted loss per common share               $      (0.12)     $      (0.17)              (0.18)     $      (0.26)

Weighted average number of common shares
  outstanding - basic and diluted                       13,816,359        11,708,051          13,807,015        11,735,835
                                                      ============      ============        ============      ============
COMPREHENSIVE LOSS:
Net loss                                              $ (1,502,927)     $ (1,886,570)         (2,320,674)     $ (2,867,836)
Other comprehensive income:
Unrealized gain (loss) - marketable securities              33,146              (519)             42,169            12,965
Reclassification for impairment of marketable
  securities                                                    --           317,924                --             317,924
Reclassification of unrealized gain on
  marketable securities                                    (67,834)               --             (67,834)               --
                                                      ------------      ------------        ------------      ------------
Comprehensive loss                                    $ (1,537,615)     $ (1,569,165)       $ (2,346,339)     $ (2,536,947)
                                                      ============      ============        ============      ============
</TABLE>


                 See notes to consolidated financial statements.


                                       4
<PAGE>

INTERNET COMMERCE CORPORATION


Consolidated Statements of Cash Flows (unaudited)

<TABLE>
<CAPTION>
                                                              Six Months Ended January 31,
                                                             -----------------------------
                                                                 2004             2003
                                                             -----------       -----------

Cash flows from operating activities:
<S>                                                         <C>              <C>
 Net loss                                                    $(2,320,674)      $(2,867,836)
 Adjustments to reconcile net loss to net cash
   (used in) provided by operating activities:
      Depreciation and amortization                              766,589           874,062
      Bad debt expense                                            29,369            67,795
      Non-cash interest expense                                   17,210              --
      Realized (gain) loss on sale of marketable
        securities                                               (67,834)           19,072
       Impairment of capitalized software                         44,983              --
       Impairment of marketable securities                          --             317,924
      Non-cash charges for equity instruments
       issued for compensation and services
       Changes in:                                               526,086            10,416
          Accounts receivable                                    (74,044)        1,484,908
          Prepaid expenses and other assets                        3,389           319,189
          Accounts payable                                      (387,347)         (318,858)
          Accrued expenses                                      (341,812)         (553,342)
          Deferred revenue                                       (43,771)          (17,172)
          Other liabilities                                      (74,422)          (71,354)
                                                             -----------       -----------

          Net cash used in operating activities               (1,922,278)         (735,196)
                                                             -----------       -----------

Cash flows from investing activities:
   Capitalization of software development costs                     --             (16,333)
   Purchases of property and equipment                           (75,068)          (43,681)
   Proceeds from sales of marketable securities                  134,110            55,494
                                                             -----------       -----------

     Net cash provided by (used in)
        investing activities                                      59,042            (4,520)
                                                             -----------       -----------

Cash flows from financing activities:
   Borrowings under accounts receivable
     financing agreement                                         864,156              --
   Repayment of borrowings under accounts
     receivable financing agreement                             (330,541)             --
   Payments of capital lease obligations                         (63,943)         (102,125)
                                                             -----------       -----------

     Net cash (used in) provided by
         financing activities                                    469,672          (102,125)

Net decrease in cash and cash equivalents                     (1,393,564)         (841,841)

Cash and cash equivalents, beginning of period                 2,283,339         2,087,915
                                                             -----------       -----------
Cash and cash equivalents, end of period                     $   889,775       $ 1,246,074
                                                             ===========       ===========

Supplemental disclosure of cash flow information:
     Cash paid for interest during the period                $     7,830       $     9,528
Noncash investing and financing activities:
      Issuance of common stock for dividends on
       preferred stock                                           340,000           400,000
</TABLE>


                 See notes to consolidated financial statements.


                                       5
<PAGE>


INTERNET COMMERCE CORPORATION


1.    BASIS OF PRESENTATION

      The accompanying unaudited consolidated financial statements of Internet
      Commerce Corporation (the "Company" or "ICC") have been prepared in
      accordance with accounting principles generally accepted in the United
      States of America ("GAAP") for interim financial information. In the
      opinion of management, such statements include all adjustments (consisting
      only of normal recurring adjustments) necessary for the fair presentation
      of the Company's financial position, results of operations and cash flows
      at the dates and for the periods indicated. Pursuant to the requirements
      of the Securities and Exchange Commission (the "SEC") applicable to
      Quarterly Reports on Form 10-Q, the accompanying financial statements do
      not include all the disclosures required by GAAP for annual financial
      statements. While the Company believes that the disclosures presented are
      adequate to make the information not misleading, these unaudited interim
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements and related notes included in the
      Company's Annual Report on Form 10-K for the year ended July 31, 2003.
      Operating results for the three and six-month periods ended January 31,
      2004 are not necessarily indicative of the results that may be expected
      for the fiscal year ending July 31, 2004.

2.    ORGANIZATION AND NATURE OF BUSINESS

      ICC provides Internet-based services for the e-commerce
      business-to-business communication services market. ICC.NET, our global
      Internet-based value added network, or VAN, provides supply chain
      connectivity solutions for electronic data interchange, or EDI, and
      e-commerce and offers users a vehicle to securely send and receive files
      of any format and size.

      The ICC.NET system uses the Internet and proprietary technology to deliver
      the Company's customers' documents and data files to members of their
      trading communities, many of which have incompatible systems, by
      translating the documents and data files into any format required by the
      receiver. The system can be accessed using a standard Web browser or
      virtually any other communications protocol.

      ICC's capabilities also include an EDI service bureau, which provides EDI
      services to small and mid-sized companies. The service bureau's services
      include the conversion of electronic forms into hard copies and the
      conversion of hard copies to an EDI format. IDC also provides Universal
      Product Code ("UPC") services and maintains UPC catalogs for its
      customers.

      The Company has the capability to facilitate the development and operation
      of comprehensive business-to-business electronic commerce solutions. The
      Company's professional services segment specializes in electronic commerce
      solutions involving EDI and EAI (Enterprise Application Integration) by
      providing mission critical electronic commerce consulting, electronic
      commerce software, outsourced electronic commerce services and technical
      resource management

      As of January 31, 2004, ICC had unrestricted cash and cash equivalents of
      approximately $890,000. These resources together with the available
      borrowing capacity under the Company's Accounts Receivable Financing
      Agreement are expected to provide the Company with sufficient liquidity to
      continue in operation through July 31, 2004. However, if expenses increase
      more than anticipated, or revenue does not increase as anticipated because
      of competitive or other reasons, cash resources may not be sufficient and
      the Company will require additional financing. There can be no assurances
      that any financing will be available or that the terms will be acceptable
      to the Company.


                                       6
<PAGE>


INTERNET COMMERCE CORPORATION


3.    SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

      Principles of consolidation:

      The consolidated financial statements include the accounts of the Company
      and its wholly owned subsidiary. All significant intercompany transactions
      have been eliminated in consolidation.

      Revenue recognition:

      The Company derives revenue from subscriptions to its ICC.NET service,
      which includes transaction, mailbox and fax transmission fees. The
      subscription fees are comprised of both fixed and usage-based fees. Fixed
      subscription fees are recognized on a pro-rata basis over the subscription
      period, generally three to six months. Usage fees are recognized in the
      period the services are rendered. The Company also derives revenue through
      implementation fees, interconnection fees and by providing data mapping
      services to its customers. Implementation fees are recognized over the
      life of the subscription period. Interconnection fees are fees charged to
      connect to another VAN service and are recognized when the data is
      transmitted to the connected service. Revenue from data mapping services
      is recognized when the map has been completed and delivered to the
      customer. The Company has a limited number of fixed fee data mapping
      services contracts. Under these arrangements the Company is required to
      provide a specified number of maps for a fixed fee. Revenue from such
      arrangements is recognized using the percentage-of-completion method of
      accounting (see below).

      The Company also derives revenue from its Service Bureau. Service Bureau
      revenue is comprised of EDI services, including data translation services,
      purchase order and invoice processing from EDI-to-print and print-to-EDI,
      UPC services, including UPC number generation, UPC catalog maintenance and
      UPC label printing. The Service Bureau also derives revenue from software
      licensing and provides software maintenance and support. Revenue from the
      EDI services and UPC services is recognized when the services are
      provided. The Company accounts for its EDI software license sales in
      accordance with the American Institute of Certified Public Accountants'
      Statement of Position 97-2, "Software Revenue Recognition," as amended
      ("SOP 97-2"). Revenue from software licenses is recognized when all of the
      following conditions are met: (1) a non-cancelable, non-contingent license
      agreement has been signed; (2) the software product has been delivered;
      (3) there are no material uncertainties regarding customer acceptance; and
      (4) collection of the resulting receivable is probable. Revenue from
      software maintenance and support contracts is recognized ratably over the
      life of the contract. The Service Bureau's software license revenue was
      not significant in any of the periods presented.

      In addition, SOP 97-2 generally requires that revenue from software
      arrangements involving multiple elements be allocated among each element
      of the arrangement based on the relative fair values of the elements, such
      as software licenses, post contract customer support, installation or
      training. Furthermore, SOP 97-2 requires that revenue be recognized as
      each element is delivered and the Company has no significant performance
      obligations remaining. The Company's multiple element arrangements
      generally consist of a software license and post contract support. The
      Company allocates the aggregate revenue from multiple element arrangements
      to each element based on vendor specific objective evidence. The Company
      has established vendor specific objective evidence for each of the
      elements as it sells both the software and post contract customer support
      independent of multiple element agreements. Customers are charged standard
      prices for the software and post contract customer support and these
      prices do not vary from customer to customer.

      If the Company enters into a multiple element agreement where vendor
      specific objective evidence of fair value for each element of the
      arrangement does not exist, all revenue from the arrangement is deferred
      until all elements of the arrangement are delivered.

      Service revenue from maintenance contracts is recognized ratably over the
      term of the maintenance contract, on a straight-line basis. Other service
      revenue is recognized at the time the service is performed.


                                       7
<PAGE>


INTERNET COMMERCE CORPORATION


3.    SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

      The Company also provides a broad range of professional services
      consisting primarily of EDI and electronic commerce consulting, EDI
      education and training at seminars throughout the United States. Revenue
      from EDI and electronic commerce consulting and education and training are
      recognized when the services are provided. The Company discontinued its
      EDI education and training seminars in January 2004. Revenues from our EDI
      education and training seminars were immaterial in all periods presented.

      Revenue from fixed fee data mapping and professional service contracts are
      recognized using the percentage-of-completion method of accounting, as
      prescribed by SOP 81-1 "Accounting for Performance of Construction-Type
      and Certain Production-Type Contracts."

      The percentage of completion for each contract is determined based on the
      ratio of direct labor hours incurred to total estimated direct labor hours
      required to complete the contract. The Company may periodically encounter
      changes in estimated costs and other factors that may lead to a change in
      the estimated profitability of a fixed-price contract. In such
      circumstances, adjustments to cost and profitability estimates are made in
      the period in which the underlying factors requiring such revisions become
      known. If such revisions indicate a loss on a contract, the entire loss is
      recorded at such time. Amounts billed in advance of services being
      performed are recorded as deferred revenue. Certain fixed-fee contracts
      may have substantive customer acceptance provisions. The acceptance terms
      generally include a single review and revision cycle for each deliverable
      to incorporate the customer's suggested or required modifications.
      Deliverables are considered accepted upon completion of the review and
      revision cycle and revenue is recognized upon that acceptance.

      Deferred revenue:

      Deferred revenue is comprised of deferrals for subscription fees,
      professional services, license fees, and maintenance associated with
      contracts for which amounts have been received in advance of services to
      be performed or prior to the shipment of software.

      Stock-based Compensation:

      In January 2004, the Company adopted the fair value provisions of
      Statement of Financial Accounting Standards No. 123, "Accounting for
      Stock-Based Compensation" ("SFAS 123"). SFAS 123 established a
      fair-value-based method of accounting for stock-based compensation plans.
      Pursuant to the transition provisions of SFAS 148, "Accounting for
      Stock-Based Compensation - Transition and Disclosure" (SFAS 148), the
      Company has elected the prospective method and will apply the fair value
      method of accounting to all equity instruments issued to employees on or
      after August 1, 2003. The fair value method is not applied to stock option
      awards granted in fiscal years prior to 2004. Such awards will continue to
      be accounted for under the intrinsic value method pursuant to Accounting
      Principles Board Opinion No. 25, "Accounting for Stock Issued to
      Employees" ("APB25"), except to the extent that prior years' awards are
      modified subsequent to August 1, 2003. Option awards grant prior to August
      1, 2003 that have not been modified or settled continue to be accounted
      for under the intrinsic value method of APB 25. Therefore, the cost
      related to stock-based employee compensation included in the determination
      of the net loss for 2004 is less than that which would have been
      recognized if the fair value based method had been applied to all awards
      since their date of grant. The following table illustrates the effect on
      net loss and net loss per common share if the fair value based method had
      been applied to all outstanding and unvested awards in each period.



                                       8
<PAGE>


INTERNET COMMERCE CORPORATION


3.    SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

<TABLE>
<CAPTION>
                                                      Three Months Ended                Six Months Ended
                                                          January 31,                      January 31,
                                                 ------------------------------    ------------------------------
                                                    2004              2003            2004              2003
                                                 ------------      -----------     -----------      -------------
<S>                                              <C>             <C>             <C>              <C>
Net loss, as reported                            $(1,502,927)      $(1,886,570)    $(2,320,674)     $  (2,867,836)
Add:  Stock-based employee
  compensation expense included in
  reported net loss, net of related
  tax effects                                        473,144            10,416         526,086             10,416
Deduct: Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects                          (565,460)       (1,815,841)       (808,222)        (3,588,579)
                                                 -----------       -----------     -----------      -------------
Pro forma net loss                               $(1,595,243)      $(3,691,995)    $(2,602,810)     $  (6,445,999)
                                                 ===========       ===========     ===========      =============
Basic and diluted loss per common share:
  As reported                                    $     (0.12)      $     (0.17)    $     (0.18)     $       (0.26)
                                                       ======            ======          ======             ======
  Pro forma                                      $     (0.12)      $     (0.32)    $     (0.20)     $       (0.57)
                                                       ======            ======          ======             ======

</TABLE>


      Use of estimates:

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      at the date of the financial statements and reported amounts of revenue
      and expense during the reporting period. Actual results could differ from
      those estimates. Significant accounting estimates used in the preparation
      of the Company's consolidated financial statements include the fair value
      of equity securities underlying stock based compensation, the
      realizability of deferred tax assets, the carrying value of goodwill,
      intangible assets and long-lived assets, and depreciation and
      amortization.


      Recent Accounting Pronouncements:

      In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
      with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 supersedes
      Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
      Certain Employee Termination Benefits and Other Costs to Exit an Activity
      (including Certain Costs Incurred in a Restructuring)." SFAS 146 requires
      that costs associated with an exit or disposal plan be recognized when
      incurred rather than at the date of a commitment to an exit or disposal
      plan. SFAS 146 is to be applied prospectively to exit or disposal
      activities initiated after December 31, 2002. The Company adopted SFAS 146
      on January 1, 2003. The adoption of this standard did not have a
      significant impact on the Company's consolidated financial position or
      results of operations.

      In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
      Accounting and Disclosure Requirements for Guarantees, Including Indirect
      Guarantees of Indebtedness to Others" which elaborates on the disclosures
      to be made by a guarantor in its interim and annual financial statements
      about its obligations under certain guarantees that it has issued. It also
      clarifies that a guarantor is required to recognize, at the inception of a
      guarantee, a liability for the fair value of the obligation undertaken in
      issuing the guarantee. The initial recognition and measurement provisions
      of Interpretation No. 45 are applicable on a prospective basis to
      guarantees issued or modified after December 31, 2002. The disclosure
      requirements in this Interpretation are effective for financial statements
      of interim or annual periods ending after December 15, 2002. The Company
      has provided information regarding commitments and contingencies relating
      to guarantees in Note 9. The adoption of this standard did not have a
      significant impact on the consolidated financial position or results of
      operations.


                                       9
<PAGE>


INTERNET COMMERCE CORPORATION


3.    SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)

      In November 2002, the Emerging Issues Task Force of the FASB ("EITF")
      reached a consensus on Issue No. 00-21, "Revenue Arrangements with
      Multiple Deliverables." EITF 00-21 addresses certain aspects of the
      accounting by a vendor for arrangements under which the vendor will
      perform multiple revenue generating activities. The EITF was effective for
      revenue arrangements entered into in fiscal years and interim periods
      beginning after June 15, 2003. The adoption of this consensus, effective
      August 1, 2003, did not have a significant impact on the Company's
      consolidated financial position or results of operations.

      In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
      Compensation-Transition and Disclosure-an amendment of FASB Statement No.
      123" ("SFAS 148"). SFAS 148 amends SFAS 123, "Accounting for Stock-Based
      Compensation" to provide alternative methods to account for the transition
      from the intrinsic value method of recognition of stock-based employee
      compensation in accordance with APB Opinion No. 25, "Accounting for Stock
      Issued to Employees" to the fair value recognition provisions under SFAS
      123. SFAS 148 provides two additional methods of transition and will no
      longer permit the SFAS 123 prospective method to be used for fiscal years
      beginning after December 15, 2003. In addition, SFAS 148 amends the
      disclosure requirements of SFAS 123 to require prominent disclosure in
      both annual and interim financial statements about the method of
      accounting for stock-based employee compensation and the pro-forma effects
      had the fair value recognition provisions of SFAS 123 been used for all
      periods presented. The adoption of SFAS 148 did not have a significant
      impact on the Company's consolidated financial position and results of
      operations. The Company adopted the fair-value recognition provisions of
      SFAS 123 in January 2004 (Note 6).

      In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
      Variable Interest Entities" ("Interpretation No. 46") and in December 2003
      issued FIN No. 46 (Revised) ("FIN 46R") to address certain FIN 46
      implementation issues. FIN 46R also requires additional disclosures by
      primary beneficiaries and other significant variable interest holders.
      Interpretation No. 46 clarifies the application of Accounting Research
      Bulletin No. 51, "Consolidated Financial Statements", to certain entities
      in which equity investors do not have the characteristics of a controlling
      financial interest or do not have sufficient equity at risk for the entity
      to finance its activities without additional subordinated financial
      support from other parties. The Company adopted Interpretation No. 46 on
      January 31, 2003. The adoption of this standard did not have a significant
      impact on the Company's consolidated financial position or results of
      operations.

      In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
      Derivative Instruments and Hedging Activities" ("SFAS 149"), which amends
      and clarifies accounting for derivative instruments and for hedging
      activities under SFAS 133. Specifically, SFAS 149 requires that contracts
      with comparable characteristics be accounted for similarly. Additionally,
      SFAS 149 clarifies the circumstances in which a contract with an initial
      net investment meets the characteristics of a derivative and when a
      derivative contains a financing component that requires special reporting
      in the statement of cash flows. This Statement is generally effective for
      contracts entered into or modified after June 30, 2003 and did not have a
      significant impact on the Company's consolidated financial position or
      results of operations.

      In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity" ("SFAS
      150"). SFAS 150 establishes standards for how an issuer classifies and
      measures certain financial instruments with characteristics of both
      liabilities and equity. It requires that an issuer classify a financial
      instrument that is within its scope as a liability (or an asset in some
      circumstances). Many of those instruments were previously classified as
      equity. This Statement is effective for financial instruments entered into
      or modified after May 31, 2003, and otherwise shall be effective at the
      beginning of the first interim period beginning after June 15, 2003. For
      financial instruments created before the issuance date of this Statement
      and still existing at the beginning of the interim period of adoption,
      transition shall be achieved by reporting the cumulative effect of a
      change in an accounting principle by initially measuring the financial
      instruments at fair value or other measurement attribute required by this
      Statement. The adoption of this Statement, effective August 1, 2003, did
      not have a material impact on the Company's consolidated financial
      position or results of operations.


                                       10
<PAGE>


INTERNET COMMERCE CORPORATION


4.    CONCENTRATION OF CREDIT RISK

      Financial instruments that potentially subject the Company to
      concentrations of credit risk primarily consist of accounts receivable.
      The Company believes that any credit risk associated with receivables is
      minimal due to the number and credit worthiness of its customers.
      Receivables are stated at estimated net realizable value, which
      approximates fair value. For the three and six-month periods ended January
      31, 2004 and 2003, no single customer accounted for more than 10% of
      revenue. No single customer accounted for more than 10% of accounts
      receivable at July 31, 2003 or January 31, 2004.


5.    BUSINESS SEGMENT INFORMATION

      The Company's three operating segments are:

      o  ICC.NET service - the Company's global Internet-based value added
         network, or VAN, uses the Internet and proprietary technology to
         deliver customers' documents and data files to members of their trading
         communities, many of which may have incompatible systems, by
         translating the documents and data files into any format required by
         the receiver.

      o  Service Bureau - the Service Bureau manages and translates the data of
         small and mid-sized companies that exchange EDI data with large
         companies and provides various EDI and UPC (universal product code)
         services. The service bureau also licenses EDI software.

      o  Professional Services - this segment facilitates the development and
         operation of comprehensive business-to-business e-commerce solutions.
         Until January 2004 this segment also conducted a series of
         product-independent, one-day EDI seminars for e-commerce users. The
         Company discontinued offering seminars in January 2004. Revenues from
         these seminars were immaterial in all periods presented.


                                       11
<PAGE>

INTERNET COMMERCE CORPORATION


5.    BUSINESS SEGMENT INFORMATION (CONTINUED)

      The tables below summarizes information about operations and long-lived
      assets as of and for the three and six -month periods ended January 31,
      2004 and 2003:

<TABLE>
<CAPTION>

                                                                            Service           Professional
                                                         ICC.NET            Bureau              Services             Total
                                                         -------            ------              --------             -----

<S>                                                    <C>                 <C>                 <C>                 <C>
Three Months  - January 31, 2004
Revenues from external customers                       $ 2,205,062         $   271,543         $   279,127         $ 2,755,732
                                                       ===========         ===========         ===========         ===========
Operating loss                                         $(1,346,406)        $   (97,767)        $  (112,522)        $(1,556,695)

Other income (expense), net                                 56,065                --                (2,297)             53,768
                                                       -----------         -----------         -----------         -----------
Net loss                                               $(1,290,341)        $   (97,767)        $  (114,819)        $(1,502,927)
                                                       ===========         ===========         ===========         ===========
Supplemental segment information:

Amortization and depreciation                          $   351,044         $    13,289         $    16,452         $   380,785

Impairment of capitalized software                     $      --           $    44,983         $      --           $    44,983
Non-cash charges for stock-based
 compensation and services                             $   473,144         $      --           $      --           $   473,144

<CAPTION>


<S>                                                    <C>                 <C>                 <C>                 <C>
Six Months  - January 31, 2004
Revenues from external customers                       $ 4,645,601         $   579,194         $   634,289         $ 5,859,084
                                                       ===========         ===========         ===========         ===========
Operating loss                                         $(2,025,223)        $  (128,702)        $  (208,950)        $(2,362,875)

Other income (expense), net                                 47,092                --                (4,891)             42,201
                                                       -----------         -----------         -----------         -----------
Net loss                                               $(1,978,131)        $  (128,702)        $  (213,841)        $(2,320,674)
                                                       ===========         ===========         ===========         ===========
Supplemental segment information:

Amortization and depreciation                          $   705,391         $    26,577         $    34,621         $   766,589

Impairment of capitalized software                     $      --           $    44,983         $      --           $    44,983
Non-cash charges for stock-based
 compensation and services                             $   526,087         $      --           $      --           $   526,087

<CAPTION>


<S>                                                    <C>                 <C>                 <C>                 <C>
As of January 31, 2004
Property and Equipment, net                            $   219,807         $    27,641         $   134,052         $   381,500

Capitalized software, net                                     --                44,651                --                44,651

Acquired identified intangibles, net                     1,673,000                --                  --             1,673,000

Goodwill                                                    26,132           1,185,793                --             1,211,925
                                                       -----------         -----------         -----------         -----------
Long lived assets, net                                 $ 1,918,939         $ 1,258,085         $   134,052         $ 3,311,076
                                                       ===========         ===========         ===========         ===========
</TABLE>


                                       12

<PAGE>

INTERNET COMMERCE CORPORATION

<TABLE>
<CAPTION>

5.         BUSINESS SEGMENT INFORMATION (CONTINUED)

                                                                         Service            Professional
                                                      ICC.NET             Bureau             Services            Total
                                                      -------             ------             --------            -----

<S>                                                  <C>                <C>                <C>                <C>
Three Months  - January 31, 2003
Revenues from external customers                     $ 2,043,829        $   389,858        $   403,719        $ 2,837,406
                                                     ===========        ===========        ===========        ===========
Operating loss (1)                                   $(1,117,195)       $   (38,789)       $  (406,939)       $(1,562,923)
Other income (expense), net                             (319,317)              --               (4,330)          (323,647)
                                                     -----------        -----------        -----------        -----------
Net loss                                             $(1,436,512)       $   (38,789)       $  (411,269)       $(1,886,570)
                                                     ===========        ===========        ===========        ===========
Supplemental segment information:
Amortization and depreciation                        $   375,806        $    30,645        $    27,827        $   434,278
Impairment of software inventory                     $      --          $      --          $   248,077        $   248,077
Impairment of marketable securities                  $   317,924        $      --          $      --          $   317,924
Non-cash charges for stock-based
  compensation and services                          $    10,416        $      --          $      --          $    10,416

Six Months  - January 31, 2003
Revenues from external customers                     $ 4,162,910        $   855,895        $   868,377        $ 5,887,182
                                                     ===========        ===========        ===========        ===========
       Operating income (loss) (1)                   $(2,086,319)       $    44,482        $  (483,905)       $(2,525,742)
       Other income (expense), net                      (333,906)              --               (8,188)          (342,094)
                                                     -----------        -----------        -----------        -----------
       Net income  (loss)                            $(2,420,225)       $    44,482        $  (492,093)       $(2,867,836)
                                                     ===========        ===========        ===========        ===========
Supplemental segment information:
Amortization and depreciation                            751,258             61,291             61,513            874,062
Impairment of software inventory                     $      --          $      --          $   248,077        $   248,077
Impairment of marketable securities                  $   317,924        $      --          $      --          $   317,924
Non-cash charges for stock-based compensation
  and services                                       $    10,416        $      --          $      --          $    10,416

As of  January 31, 2003
Property and Equipment, net                          $   410,007        $    57,960        $   361,001        $   828,968
Capitalized software, net                                   --              313,436               --              313,436
Acquired identified intangibles, net                   2,629,000               --                 --            2,629,000
Goodwill                                                  26,132          2,167,935               --            2,194,067
                                                     -----------        -----------        -----------        -----------
Long lived assets, net                               $ 3,065,139        $ 2,539,331        $   361,001        $ 5,965,471
                                                     ===========        ===========        ===========        ===========
</TABLE>


(1)  Commencing in the second fiscal quarter of 2003, certain costs for
     executive management, human resources, selling and marketing, accounting
     and finance have been allocated among segments based on the level of
     services performed for each segment. In an effort to operate more
     efficiently and to reduce costs, these functions were consolidated and are
     now performed by ICC.NET personnel. ICC.NET allocated a total of $111,000
     of these costs to the Service Bureau and Professional Services segments in
     the amounts of $45,000 and $66,000, respectively, during the three and
     six-month periods.


                                       13

<PAGE>

INTERNET COMMERCE CORPORATION


6.    STOCKHOLDERS' EQUITY

      2003 Private Placement of Common Stock and Preferred Stock:

      During April and May 2003, the company completed a private placement of
      common stock, convertible preferred stock and warrants to purchase shares
      of common stock (the "2003 Private Placement") for aggregate gross
      proceeds of approximately $2,085,000.

      In the 2003 Private Placement the Company sold 1,682,683 shares of class A
      common stock and warrants to purchase 1,346,140 of class A common stock
      providing gross proceeds of approximately $1,835,000 and 250 shares of
      series D convertible redeemable preferred stock ("series D preferred") and
      warrants to purchase 153,845 shares of class A common stock for $250,000.
      All warrants are immediately exercisable and have an exercise price of
      $1.47 per share. The warrants are exercisable until the fifth anniversary
      of the date of issuance. In addition, the warrants are redeemable at the
      Company's option, if the closing bid price of the Company's class A common
      stock exceeds 200% of the exercise price of the warrants for 30
      consecutive trading days. The redemption price is $0.10 per share for each
      share issuable under the warrants.

      The 250 shares of series D preferred are convertible into 192,307 shares
      of class A common stock. The allocation of the proceeds from the sale of
      the series D preferred between the fair value of the series D and the fair
      value of the detachable warrants resulted in a beneficial conversion
      feature in the amount of $106,730. The discount was immediately accreted
      and treated as a deemed dividend to the holder of the series D preferred,
      as all of the series D preferred stock was immediately convertible upon
      issuance.

      In connection with the 2003 Private Placement, the Company incurred fees
      of $325,750 of which $237,938 was payable in cash and $87,802 was paid by
      issuing warrants to purchase 110,680 shares of class A common stock. These
      warrants have substantially the same terms as the warrants issued in the
      2003 Private Placement.

      In connection with the 2003 Private Placement, the Company issued 48,076
      shares of class A common stock and warrants to purchase 38,460 shares of
      class A common stock in settlement of certain outstanding payables. The
      common stock and warrants were valued at $50,000, the invoice amount of
      the services provided to the Company.

      Approximately 21%, or $432,000, of the gross proceeds from the 2003
      Private Placement were received from directors and officers and entities
      with which the Company's directors are affiliated.

      Subsequent to the completion of the Company's private placement described
      above, the Company determined that in order to comply with NASD
      Marketplace Rule 4350(i)(1)(A), the purchase price per share for the
      shares of class A common stock purchased by directors and officers in the
      private placement should be increased to market value, and on June 17,
      2003 the directors and officers agreed to do so. As a result, two
      directors and three officers agreed to pay an additional $0.58 per share,
      or an aggregate of $85,502, for the shares of class A common stock they
      purchased in the private placement. In August of 2003 the Company paid
      bonuses of $40,000 to reimburse the officers for their additional $0.58
      per share payment and in January 2004, at the request of the NASD, these
      officers returned to the Company an aggregate of 11,091 shares of class A
      common stock they purchased in the private placement in order to increase
      their purchase price to $1.45 per share without regard to the bonuses.



                                       14
<PAGE>

INTERNET COMMERCE CORPORATION


6.    STOCKHOLDERS' EQUITY (CONTINUED)

      Stock Based Compensation:

      On March 10, 2003, options and stock were awarded to a non-employee member
      of the board of directors as compensation for consulting services. This
      individual was awarded 20,000 shares of class A common stock, valued at
      $18,000, which was recorded as a non-cash charge for stock-based
      compensation in the quarter ended April 30, 2003. This individual was also
      granted options to purchase 100,000 shares of class A common stock.
      Options to purchase 60,000 shares at an exercise price of $1.00 per share
      vest six months from the date of issuance, and options to purchase 40,000
      shares at an exercise price of $1.25 per share vest one year from the date
      of issuance. The options have a fair value of $67,000 of which $15,440 has
      been recorded as a non-cash stock-based compensation charge for services
      during the three months ended October 31, 2003. In November 2003, this
      individual surrendered the 100,000 options noted above to the Company with
      no additional compensation charge recorded.

      Each non-employee member of the board of directors receives annual
      compensation of $25,000 for his current term of office, payable quarterly,
      in class A common stock of the Company. The Company has recorded a
      compensation charge of $72,917 for the six months ended January 31, 2004.

      Stock Options Cancellation and Exchange:

      In January 2004, the Company implemented a voluntary stock option exchange
      program whereby the Company offered to exchange certain outstanding
      options to purchase shares of the Company's common stock held by eligible
      employees of the Company, with exercise prices per share greater than or
      equal to $11.50, for new options to purchase shares of the Company's
      common stock (the "Offer to Exchange"). Under the terms of the Offer to
      Exchange, the 26 participating employees agreed to cancel as of January
      30, 2004 their existing options to purchase 823,500 shares of the
      Company's common stock and were granted options to purchase 494,100 shares
      of the Company's common stock with an exercise price of $1.25 per shares,
      the closing market price per share on January 20, 2004. Each new employee
      option was fully vested at the date of grant. Additionally, under the
      terms of the Offer to Exchange, two directors cancelled as of January 30,
      2004 existing options to purchase 250,000 shares of the Company's common
      stock and were granted options to purchase 150,000 shares of the Company's
      common stock with an exercise price of $2.00 per share. The options
      granted to directors vest in 2 equal annual installments commencing one
      year after the date of grant. One director was eligible but declined to
      participate in the exchange and surrendered to the Company options to
      purchase 50,000 shares of common stock at an exercise price of $19 per
      share.

      Prior to August 1, 2003, the Company accounted for its employee stock
      options under the intrinsic value method of APB Opinion No. 25,
      "Accounting for Stock Issued to Employees," and related interpretations.
      No stock-based employee compensation expense is reflected in the statement
      of operations for options granted to employees to purchase common stock
      granted with an exercise price equal to or greater that the market value
      of the underlying common stock on the date of grant. Effective August 1,
      2003, the Company adopted the fair value recognition provisions of FASB
      Statement No. 123, "Accounting for Stock-Based Compensation." The fair
      value method has been applied prospectively to all employee awards
      granted, modified, or settled after August 1, 2003. Option grants issued
      prior to August 1, 2003 that have not been modified or settled continue to
      be accounted for under the intrinsic value method of APB 25. During the
      three months ended January 31, 2004, the Company recorded $437,066, of
      which $383,038 is attributable to the voluntary stock option exchange
      program, for noncash charges for stock-based compensation and services as
      a result of the adoption of SFAS 123. The Company did not issue stock
      options during the first quarter of fiscal 2004. Therefore the Company has
      not restated its previously reported interim results for the quarter ended
      October 31, 2003.


                                       15
<PAGE>

INTERNET COMMERCE CORPORATION


7.    IMPAIRMENT OF SOFTWARE DEVELOPMENT COSTS, INVESTMENTS AND SOFTWARE
      INVENTORY

      In January 2004, the Company recorded an impairment charge of
      approximately $45,000 for previously capitalized software development
      costs related to a completed development project of its Service Bureau.
      The Company determined during the quarter ended January 31, 2004 that
      projected sales of this software were not sufficient to support its
      carrying value.

      In April 2003, the Company recorded an impairment charge of approximately
      $134,000 for previously capitalized software development costs related to
      an in-process software development project of its Service Bureau. The
      Company decided during the quarter ended April 30, 2003, not to complete
      this project due to unfavorable market conditions for the foreseeable
      future. In January 2003, the Company recorded an impairment charge of
      approximately $318,000 to write down available-for-sale marketable
      securities due to an other than temporary decline in value. Additionally,
      in January 2003, the Company recorded an impairment charge of
      approximately $248,000 for software inventory held by the Professional
      Services segment based on historical and projected sales, which indicated
      that its net carrying value was not recoverable. The Company had
      previously recorded an impairment charge of $100,000 for software
      inventory in July 2002. Such software inventory was classified as other
      current assets in the consolidated balance sheet. The Company's carrying
      value of inventory at January 31, 2004 is not significant.

8. GOODWILL AND OTHER INTANGIBLE ASSETS

      On August 1, 2001, the Company adopted the provisions of SFAS No. 141,
      "Business Combinations" ("SFAS 141") and SFAS No. 142, "Goodwill and Other
      Intangible Assets" ("SFAS 142"). SFAS 142 requires that intangible assets
      with indefinite useful lives no longer be amortized, but rather be tested
      at least annually for impairment. The Company's reporting units utilized
      for evaluating the recoverability of goodwill are the same as its
      operating segments.

      At January 31, 2004 and July 31, 2003, Other Intangible assets are
      comprised of the proprietary data mapping technology acquired in the
      acquisition of Research Triangle Commerce, Inc. in November 2000. The
      gross carrying value of the mapping technology was $4,780,000 at January
      31, 2004 and July 31, 2003. Accumulated amortization relating to mapping
      technology was $3,107,000 and $2,629,000 at January 31, 2004 and July 31,
      2003, respectively. The data mapping technology is being amortized over
      five years and amortization expense is recorded in cost of services.

      The Company did not have any indefinitely lived intangible assets that
      were not subject to amortization as of January 31, 2004 and July 31, 2003.
      The aggregate amortization expense for other intangible assets was

      $239,000 during each of the three-month periods ended January 31, 2004 and
      2003 and $478,000 for each of the six-month periods ended January 31, 2004
      and 2003.

      At January 31, 2004, estimated amortization expense for other intangible
      assets for the remaining life of those assets are as follows:

                  Year          Estimated Amortization Expense
                  2004                   $478,000
                  2005                   $956,000
                  2006                   $239,000

      There was no change in the carrying amount of goodwill for the three and
      six-month periods ended January 31, 2004.

                                       16
<PAGE>

8.    GOODWILL AND OTHER INTANGIBLE ASSETS (CONTINUED)

      During the fourth quarter of fiscal 2003, the goodwill of the Service
      Bureau was tested for impairment due to a significant decline in revenues
      and operating income resulting primarily from the bankruptcy of its
      largest customer. An impairment loss of $982,142 was recognized as a
      result of this evaluation. The fair value of the Service Bureau reporting
      unit was estimated using the net present value of expected future cash
      flows.

      As of August 1, 2003, the Company performed its annual test for impairment
      on the carrying value of goodwill of its ICC.NET and Service Bureau
      reporting units. The Company concluded that no impairment existed at that
      date.

9.    GUARANTEES AND INDEMNIFICATIONS

      As part of its standard license agreements, the Company agrees to
      indemnify its customers against liability if the Company's products
      infringe a third party's intellectual property rights. Historically, the
      Company has not incurred any significant costs related to performance
      under these indemnities. As of January 31, 2004, the Company was not
      subject to any litigation alleging that the Company's products infringe
      the intellectual property rights of any third parties.

10.   ACCOUNTS RECEIVABLE FINANCING AGREEMENT

      On May 30, 2003, the Company executed an Accounts Receivable Financing
      Agreement ("Financing Agreement") with Silicon Valley Bank ("Bank") with a
      term of 1 year. Under the Financing Agreement, the Company may borrow,
      subject to certain conditions, up to 80% of its outstanding accounts
      receivable up to a maximum of $2,000,000. Interest accrues at the prime
      rate plus .35% plus a collateral handling fee equal to .20% on the average
      daily outstanding financed receivable balance. Interest is payable
      monthly. The Financing Agreement contains certain restrictive covenants
      that are customary for a commercial transaction of this type, including,
      without limitation, restrictions on the disposition or encumbrance of the
      collateral pledged to the Bank, restrictions on incurring additional
      indebtedness and restrictions on the payment of dividends and the
      redemption or repurchase of any capital stock. In addition, the Company is
      required to maintain at all times a ratio of Quick Assets (i.e.,
      consolidated, unrestricted cash, cash equivalents, net accounts receivable
      and investments with maturities of fewer than 12 months determined
      according to GAAP) to Current Liabilities (i.e., all obligations and
      liabilities of the Company to Bank, plus, without duplication, the
      aggregate amount of the Company's total liabilities which mature within
      one (1) year) minus Deferred Revenue (i.e., all amounts received in
      advance of performance under contracts and not yet recognized as revenue)
      of at least 1.10 to 1.0. The Bank has been granted a security interest in
      substantially all of the Company's assets. In connection with the
      Financing Agreement, the Company issued the bank warrants to purchase
      40,000 shares of the Company's class A common stock. The warrants are
      immediately exercisable at an exercise price of $1.39, equal to the fair
      market value of the Company's class A common stock at the date of closing
      of the Financing Agreement. The warrants are exercisable for a seven-year
      period. The fair value of the warrants in the amount of approximately
      $34,000 is being amortized to interest expense over the term of the
      Financing Agreement. During the three and six-month periods ended January
      31, 2004, the Company recorded interest expense in the amount of
      approximately $8,600 and $17,200, respectively, for the amortization of
      the fair value of the warrants. On October 22, 2003, the Company and
      Silicon Valley Bank amended the Financing Agreement to extend the term of
      the agreement to August 31, 2004. At January 31, 2004, there was
      approximately $534,000 outstanding under the financing arrangement.

                                       17
<PAGE>

INTERNET COMMERCE CORPORATION

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

      This quarterly report on Form 10-Q contains a number of "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Specifically, all statements other
than statements of historical facts included in this Quarterly Report regarding
our financial position, business strategy and plans and objectives of management
for future operations are forward-looking statements. These forward-looking
statements are based on the beliefs of management, as well as assumptions made
by and information currently available to management. When used in this Report,
the words "anticipate," "believe," "estimate," "expect," "may," "will,"
"continue" and "intend," and words or phrases of similar import, as they relate
to our financial position, business strategy and plans, or objectives of
management, are intended to identify forward-looking statements. These
statements reflect our current view with respect to future events and are
subject to risks, uncertainties and assumptions related to various factors
including, without limitation, those described below the heading "Overview" and
in our registration statements and periodic reports filed with the SEC under the
Securities Act and the Exchange Act.

      Although we believe that our expectations are reasonable, we cannot assure
you that our expectations will prove to be correct. Should any one or more of
these risks or uncertainties materialize, or should any underlying assumptions
prove incorrect, actual results may vary materially from those described in this
Quarterly Report as anticipated, believed, estimated, expected or intended.

       In this Item 2, references to the "Company," "we," or "us" means Internet
Commerce Corporation.

Overview

      We are in the e-commerce ("EC") business-to-business communication
services market providing complete EC infrastructure solutions. Our business
operates in three segments: namely, our ICC.NET service, our Service Bureau and
our Professional Services.

      Our ICC.NET service, the Company's global Internet-based value added
network or VAN, uses the Internet and our proprietary technology to deliver our
customers' documents and data files to members of their trading communities,
many of which may have incompatible systems, by translating the documents and
data files into any format required by the receiver. We believe that our ICC.NET
service has significant advantages over traditional VANs as well as email-based
and other Internet-based software systems, because our service is provided at a
low cost, with greater transmission speed that is nearly real-time and offers
more features. Our Service Bureau manages and translates the data of small and
mid-sized companies that exchange EDI data with large companies that require
that data be transmitted to them electronically. The Service Bureau delivers
business-to-business EDI standards-based documents for companies that do not
have EDI departments. Our Professional Services segment facilitates the
development and operations of comprehensive business-to-business e-commerce
solutions. Professional Services assists its clients to conduct business
electronically through a continuum of services including eConsulting, data
transformation mapping (EDI, EAI, XML) and internetworking.

      During the fourth quarter of fiscal 2003 the goodwill of the Service
Bureau was tested for impairment due to a significant decline in revenues and
operating income resulting primarily from the bankruptcy of its largest
customer. An impairment loss of $982,142 was recognized as a result of this
evaluation. The fair value of the Service Bureau reporting unit was estimated
using the net present value of expected future cash flows.

      We rely on many of our competitors to interconnect, at reasonable cost,
with our service and have interconnection arrangements with more than 65
business-to-business networks for the benefit of our customers. We believe that
these arrangements, will satisfy the business requirements of our existing
customers.

Critical  Accounting  Policies and  Significant  Use of Estimates in Financial
Statements

      Critical accounting policies are those policies that require application
of management's most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain and may change in subsequent periods.

      The following list of critical accounting policies is not intended to be a
comprehensive list of all of our accounting policies. Our significant accounting
policies are more fully described in note 2 of the notes to the consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended July 31, 2003. In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting principles
with no need for management's judgment in their application. There are also
areas in which management's judgment in selecting any available alternative
would not produce a materially different result. We have identified the
following to be critical accounting policies of the Company:

                                       18
<PAGE>

INTERNET COMMERCE CORPORATION


      Revenue Recognition: The Company derives revenue from subscriptions to its
ICC.NET service, which includes transaction, mailbox and fax transmission fees.
The subscription fees are comprised of both fixed and usage-based fees. Fixed
subscription fees are recognized on a pro-rata basis over the subscription
period, generally three to six months. Usage fees are recognized in the period
the services are rendered. The Company also derives revenue through
implementation fees, interconnection fees and by providing data mapping services
to its customers. Implementation fees are recognized over the life of the
subscription period. Interconnection fees are fees charged to connect to another
VAN service and are recognized when the data is transmitted to the connected
service. Revenue from data mapping services is recognized when the map has been
completed and delivered to the customer. The Company has a limited number of
fixed fee data mapping services contracts. Under these arrangements the Company
is required to provide a specified number of maps for a fixed fee. Revenue from
such arrangements is recognized using the percentage-of-completion method of
accounting (see below).

        Service Bureau revenue is comprised of EDI services including data
translation services, EDI-to-print and print-to-EDI purchase order and invoice
processing, UPC services including UPC number generation, UPC catalog
maintenance and UPC label printing. The Service Bureau also derives revenue from
licensing software and providing software maintenance and support. Revenue from
EDI services and UPC services is recognized when the services are provided. The
Company accounts for its EDI software license sales in accordance with the
American Institute of Certified Public Accountants' Statement of Position 97-2,
"Software Revenue Recognition," as amended ("SOP 97-2"). Revenue from software
licenses is recognized when all of the following conditions are met: (1) a
non-cancelable non-contingent license agreement has been signed; (2) the
software product has been delivered; (3) there are no material uncertainties
regarding customer acceptance; and (4) collection of the resulting receivable is
probable. Revenue from software maintenance and support contracts is recognized
ratably over the life of the contract. The Service Bureau's software license
revenue was not significant in any of the periods presented.

      In addition, SOP 97-2 generally requires that revenue from software
arrangements involving multiple elements be allocated among each element of the
arrangement based on the relative fair values of the elements, such as software
licenses, post contract customer support, installation or training. Furthermore,
SOP 97-2 requires that revenue be recognized as each element is delivered with
no significant performance obligation remaining on the part of the Company. The
Company's multiple element arrangements generally consist of a software license
and post contract support. The Company allocates the aggregate revenue from
multiple element arrangements to each element based on vendor specific objective
evidence. The Company has established vendor specific objective evidence for
each of the elements as it sells both the software and post contract customer
support independent of multiple element agreements. Customers are charged
standard prices for the software and post contract customer support and these
prices do not vary from customer to customer.

      If the Company enters into a multiple element agreement for which vendor
specific objective evidence of fair value for each element of the arrangement
does not exist, all revenue from the arrangement is deferred until all elements
of the arrangement are delivered.

      Service revenue from maintenance contracts is recognized ratably over the
term of the maintenance contract, on a straight-line basis. Other service
revenue is recognized at the time the service is performed.

      The Company also provides a broad range of professional services
consisting primarily of EDI and electronic commerce consulting, EDI education
and training at seminars throughout the United States. Revenue from EDI and
electronic commerce consulting and education and training are recognized when
the services are provided. The Company discontinued its EDI educational training
services in January 2004. Revenues from our EDI education and training seminars
were immaterial in all periods presented.

      Revenue from fixed fee data mapping and professional service contracts is
recognized using the percentage-of-completion method of accounting, as
prescribed by SOP 81-1 "Accounting for Performance of Construction-Type and
Certain Production-Type Contracts."

      The percentage of completion for each contract is determined based on the
ratio of direct labor hours incurred to total estimated direct labor hours
required to complete the contract. The Company may periodically encounter
changes in estimated costs and other factors that may lead to a change in the
estimated profitability of a

                                       19
<PAGE>

INTERNET COMMERCE CORPORATION


fixed-price contract. In such circumstances, adjustments to cost and
profitability estimates are made in the period in which the underlying factors
requiring such revisions become known. If such revisions indicate a loss on a
contract, the entire loss is recorded at such time. Amounts billed in advance of
services being performed are recorded as deferred revenue. Certain fixed-fee
contracts may have substantive customer acceptance provisions. The acceptance
terms generally include a single review and revision cycle for each deliverable
to incorporate the customer's suggested or required modifications. Deliverables
are considered accepted upon completion of the review and revision and revenue
cycle is recognized upon acceptance.

      Goodwill: Goodwill consists of the excess purchase price over the fair
value of identifiable net assets of acquired businesses. The carrying value of
goodwill is evaluated for impairment on an annual basis. Management also reviews
goodwill for impairment whenever events or changes in circumstances indicate
that the carrying amount of goodwill may be impaired. If it is determined that
an impairment in value has occurred, goodwill is written down to its implied
fair value. The Company's reporting units utilized for evaluating the
recoverability of goodwill are the same as its operating segments.

      Other Intangible Assets: Other intangible assets are carried at cost less
accumulated amortization. Other intangible assets are amortized on a
straight-line basis over their expected lives, which are estimated to be five
years. The Company did not have any indefinite lived intangible assets other
than goodwill that were not subject to amortization.

      Impairment of long-lived assets: Long-lived assets of the Company,
including amortizable intangibles, are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the asset may
not be recoverable. Management also reevaluates the periods of amortization of
long-lived assets to determine whether events and circumstances warrant revised
estimates of useful lives. When such events or changes in circumstances occur,
the Company tests for impairment by comparing the carrying value of the
long-lived asset to the estimated undiscounted future cash flows expected to
result from use of the asset and its eventual disposition. If the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
asset, the Company would recognize an impairment loss. The amount of the
impairment loss will be determined by comparing the carrying value of the
long-lived asset to the present value of the net future operating cash flows to
be generated by the asset.

      Stock-based compensation: In January 2004, the Company adopted the fair
value provisions of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123). SFAS 123 established a
fair-value-based method of accounting for stock-based compensation plans.
Pursuant to the transition provisions of SFAS 148, "Accounting for Stock Based
Compensation - Transition and Disclosure" (SFAS 148), the Company has elected
the prospective method and will apply the fair value method of accounting to all
equity instruments issued to employees on or after August 1, 2003. The fair
value method is not applied to stock option awards granted in fiscal years prior
to 2004. Such awards will continue to be accounted for under the intrinsic value
method pursuant to Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB25), except to the extent that prior years'
awards are modified subsequent to August 1, 2003. Option grants issued prior to
August 1, 2003 that have not been modified or settled continue to be accounted
for under the intrinsic value method of APB 25. Therefore, the cost related to
stock-based employee compensation included in the determination of the net loss
for 2004 is less than that which would have been recognized if the fair value
based method had been applied to all awards since their date of grant.

      Income Taxes: Deferred income taxes are determined by applying enacted
statutory rates in effect at the balance sheet date to the differences between
the tax bases of assets and liabilities and their reported amounts in the
consolidated financial statements. A valuation allowance is provided based on
the weight of available evidence, if it is considered more likely than not that
some portion, or all, of the deferred tax assets will not be realized.

      Use of Estimates: The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the

                                       20
<PAGE>

INTERNET COMMERCE CORPORATION


financial statements and reported amounts of revenue and expense during the
reporting period. Actual results could differ from those estimates. The
following discussion reviews items incorporated in our financial statements
during the three and six month periods ended January 31, 2004 and 2003 or as of
January 31, 2004 and July 31, 2003 that required the use of significant
management estimates.

      As discussed above, in January 2004 the Company adopted the fair value
provisions of Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" (SFAS 123). As a result of adoption of SFAS 123,
we recorded and additional charge to noncash charges for stock based
compensation and services of approximately $437,066 for the three months ended
January 31, 2004. The Black-Scholes option-pricing model was used to determine
the estimated fair value of stock options issued and modified during the three
month period. The use of this model required management to make certain
estimates for values of variables used by the model. Management estimated the
values for stock price volatility, the expected life of the equity instruments
and the risk free rate based on information that was available to management at
the time the Black-Scholes option-pricing calculations were performed.

      The Company has entered into several transactions involving the issuance
of warrants and options to purchase shares of the Company's class A common stock
to consultants, lenders, warrant holders, placement agents and other business
associates and vendors. The issuance of these securities required management to
estimate their value using the Black-Scholes option-pricing model. The
Black-Scholes option-pricing model requires management to make certain estimates
for values of variables used by the model. Management estimated the values for
stock price volatility, the expected life of the equity instruments and the risk
free rate based on information that was available to management at the time the
Black-Scholes option-pricing calculations were performed. Changes in such
estimates could have a significant impact on the estimated fair value of those
equity instruments.

      On May 30, 2003, the Company executed an Accounts Receivable Financing
Agreement ("Financing Agreement") with Silicon Valley Bank ("Bank") with a term
of 1 year. On October 22, 2003, the Company and Silicon Valley Bank amended the
Financing Agreement to extend the term of the agreement to August 31, 2004. In
connection with the Financing Agreement, the Company issued the Bank warrants to
purchase 40,000 shares of the Company's class A common stock. The warrants are
immediately exercisable at an exercise price of $1.39 per share, equal to the
fair market value of the Company's class A common stock on the date of closing
of the Financing Agreement. The warrants are exercisable for a seven-year
period. The value of the warrants in the amount of $34,000 is being amortized
over the life of the Financing Agreement. At January 31, 2004, there was
approximately $534,000 outstanding under the financing arrangement.

      On March 10, 2003, the Company issued options to purchase 100,000 shares
of class A common stock to a non-employee member of the board of directors as
compensation for consulting services. The estimated fair value of the options
was determined by management to be $42,000. In November 2003, this individual
surrendered his 100,000 options noted above to the Company with no additional
compensation charge recorded.

      The allocation of the proceeds from the sale of the series D preferred
stock and warrants issued in the Company's April 30, 2003 private placement
between the fair value of the series D preferred stock and the fair value of the
detachable warrants required management to estimate the fair value of the
warrants. Management's estimate resulted in a beneficial conversion feature in
the amount of $106,730. The discount was immediately accreted and treated as a
deemed dividend to the holder of the series D preferred as all of the series D
preferred stock was eligible for conversion upon issuance.

      In connection with the private placement that closed during April and May
of 2003, the Company incurred fees which were paid by issuing warrants to
purchase 110,680 shares of class A common stock at an exercise price of $1.47
per share. The fair value of the warrants was determined by management to be
$87,800.

      In connection with the acquisition of RTCI on November 6, 2000, issued and
outstanding options and warrants to purchase RTCI common stock were exchanged
for options and warrants of ICC, providing the holders the right to receive,
upon exercise, an aggregate of 394,905 shares of ICC class A common stock and
$343,456 of cash. The options and warrants were valued using the Black-Scholes
option-pricing model. The fair value of the vested portion of the options was
included in the purchase price for RTCI.

      Goodwill is evaluated for impairment at least annually and whenever events
or circumstances indicate impairment may have occurred. The assessment requires
the comparison of the fair value of each of the Company's reporting units to the
carrying value of its respective net assets, including allocated goodwill. If
the carrying value of the reporting unit exceeds its fair value, the Company
must perform a second test to measure the amount of impairment. The second step
of the goodwill impairment test compares the implied fair value of reporting
unit goodwill with the carrying amount of that goodwill. The Company allocates
the fair value of a reporting unit to all of the assets and liabilities of that
unit as if the reporting unit had been acquired in a business combination and
the fair value of the reporting unit was the price paid to acquire the reporting
unit. The excess of the fair value of a

                                       21
<PAGE>

INTERNET COMMERCE CORPORATION


reporting unit over the amounts assigned to its assets and liabilities is the
implied fair value of goodwill. If the carrying amount of reporting unit
goodwill exceeds the implied fair value of that goodwill, an impairment loss is
recognized by the Company in an amount equal to that excess.

      The Company estimates the fair value of its reporting units based on the
net present value of expected future cash flows. The use of this method requires
management to make estimates of the expected future cash flows of the reporting
unit and the Company's weighted average cost of capital. Estimating the
Company's weighted average cost of capital requires management to make estimates
for long-term interest rates, risk premiums, and beta coefficients. Management
estimated these items based on information that was available to management at
the time the Company prepared its estimate of the fair value of the reporting
unit. Changes in either the expected cash flows or the weighted average cost of
capital could have a significant impact on the estimated fair value of the
Company's reporting units.

      During the fourth quarter of fiscal 2003, the goodwill of the Service
Bureau was tested for impairment due to a significant decline in revenues and
operating income resulting primarily from the bankruptcy of its largest
customer. The fair value of the Service Bureau reporting unit was estimated
using the net present value of expected future cash flows. An impairment of
goodwill in the amount of approximately $982,000 was recorded during the year
ended July 31, 2003.

Three Months Ended  January 31, 2004  Compared with Three Months Ended January
31, 2003.

Results of Operations - Consolidated

      The following table reflects consolidated operating data by reported
segments. All significant intersegment activity has been eliminated.
Accordingly, the segment results below exclude the effect of transactions with
our subsidiary.


                                                      Three Months Ended
                                                         January 31,
                                               -------------------------------
Consolidated net loss:                             2004                 2003
                                               -----------          -----------

ICC.NET                                        $(1,290,341)         $(1,436,512)
Service Bureau                                     (97,767)             (38,789)
Professional Services                             (114,819)            (411,269)
                                               -----------          -----------
Consolidated loss                              $(1,502,927)         $(1,886,570)
                                               ===========          ===========

Results of Operations - ICC.NET

      Our ICC.NET service, the Company's global Internet-based value added
network, or VAN, uses the Internet and our proprietary technology to deliver our
customers' documents and data files to members of their trading communities,
many of which may have incompatible systems, by translating the documents and
data files into any format required by the receiver. The following table
summarizes operating results for our ICC.NET service for the three months ended
January 31, 2004 and 2003:


                                       22
<PAGE>

INTERNET COMMERCE CORPORATION


                                                        Three Months Ended
                                                           January 31,
                                                  -----------------------------
                                                      2004             2003
                                                  ------------      -----------
Revenue:
  VAN Services                                     $ 2,119,470      $ 1,885,557
  Mapping Services                                      85,592          158,272
                                                   -----------      -----------
                                                     2,205,062        2,043,829
Expenses:
  Cost of services                                   1,277,299        1,317,135
  Product development and enhancement                  196,786          248,602
  Selling and marketing                                759,400          733,154
  General and administrative                           844,839          851,717
  Non-cash charges for stock based compensation        473,144           10,416
                                                   -----------      -----------
                                                     3,551,468        3,161,024
                                                   -----------      -----------

  Operating loss                                    (1,346,405)      (1,117,195)
                                                   -----------      -----------

  Other income (expense), net                           56,065         (319,317)
                                                   -----------      -----------

  Net loss                                         $(1,290,341)     $(1,436,512)
                                                   ===========      ===========


      Revenue - ICC.NET - Revenue related to our ICC.NET service was 80% of
consolidated revenue for the quarter ended January 31, 2004 ("2004 Quarter")
compared to 72% for the quarter ended January 31, 2003 ("2003" Quarter). Total
ICC.NET revenue increased $161,000 in the 2004 Quarter from the 2003 Quarter, or
approximately 8%. VAN services revenue increased $234,000, or approximately 12%,
in the 2004 Quarter from the 2003 Quarter. The increase in VAN services revenue
is primarily attributable to an increase in the number of customers from
approximately 700 in January 2003 to approximately 1,100 in January 2004.
Mapping revenue decreased $73,000, or approximately 46%, in the 2004 Quarter
from the 2003 Quarter primarily due to a decrease in the number of customers and
smaller mapping projects resulting from the continued slow demand for these
services.

      Cost of services - ICC.NET - Cost of services relating to our ICC.NET
service was 58% of revenue derived from the ICC.NET service in the 2004 Quarter,
compared to 64% in the 2003 Quarter. Cost of services related to our ICC.NET
service consists primarily of salaries and employee benefits, connectivity fees,
amortization, allocation from product and development and rent. Total cost of
services decreased $40,000 in the 2004 Quarter from the 2003 Quarter. Salaries
and benefits decreased $74,000 in the 2004 Quarter from the 2003 Quarter
primarily due to a decrease in headcount to 19 in January 2004 from 23 in
November 2003. In addition, rent decreased $47,000 in the 2004 Quarter from the
2003 Quarter due primarily to a decrease in office space occupied by client
services personnel. These decreases were offset by an increase in data lines
costs of $42,000 in the 2004 Quarter from the 2003 Quarter due to higher
interconnect fees resulting from an increase in volume. Amortization expense
increased $13,000 in the 2004 Quarter from the 2003 Quarter due to software that
was placed in service subsequent to the 2003 Quarter. Allocation of product and
development costs increased $13,000 in the 2004 Quarter from the 2003 Quarter
due to an increase in time spent on new customer implementations and testing. In
addition, allocation of equipment and software expense increased $11,000 in the
2004 Quarter from the 2003 Quarter to reflect costs incurred by ICC.NET
personnel working in professional services facilities. Cost of services relating
to VAN services decreased to $900,000 in the 2004 Quarter from $950,000 in the
2003 Quarter. Cost of services relating to the mapping services increased to
$377,000 in the 2004 Quarter from $367,000 in the 2003 Quarter primarily because
mapping personnel spent less time on non-mapping projects.

      Product development and enhancement - ICC.NET - Product development and
enhancement costs relating to our ICC.NET service consist primarily of salaries
and employee benefits. Product development and enhancement costs decreased
$52,000 in the 2004 Quarter from the 2003 Quarter. Allocation of product and
development salaries to cost of services and general and administrative expense
departments increased $25,000 in the 2004 Quarter from the 2003 Quarter. In
addition, salaries and benefits decreased $21,000 in the 2004 Quarter from the
2003 Quarter primarily due to a decrease in the number of employees to 10 at the
end of the 2004 Quarter from 12 at the end of the 2003 Quarter.

                                       23
<PAGE>

INTERNET COMMERCE CORPORATION


      Selling and marketing - ICC.NET - Selling and marketing expenses relating
to our ICC.NET service consist primarily of salaries and employee benefits,
travel-related costs, rent, depreciation, advertising and trade-show costs.
Selling and marketing expenses related to our ICC.NET service increased $26,000
in the 2004 Quarter from the 2003 Quarter. Rent increased $20,000 in the 2004
Quarter from the 2003 Quarter primarily due to a more representative allocation
of rent to selling and marketing departments in the 2004 Quarter. Outside
commissions increased $18,000 in the 2004 Quarter from the 2003 Quarter due to
an increase in the use of outside sales agents. Severance payments increased
$7,000 in the 2004 Quarter from the 2003 Quarter due to a reduction in headcount
to 8 in January 2004 from 9 in January 2003. Advertising and trade shows,
seminar fees and publications increased $17,000 in the 2004 Quarter from the
2003 Quarter. These increases were offset by a decrease in salaries and benefits
of $38,000 in the 2004 Quarter from the 2003 Quarter primarily due to the
forfeiture of accrued vacation in calendar year 2003.

      General and administrative - ICC.NET - General and administrative expenses
supporting our ICC.NET service consist primarily of salaries and employee
benefits, facility costs, legal and professional fees, insurance, travel meals
and entertainment and depreciation. General and administrative costs supporting
our ICC.NET service decreased $7,000 in the 2004 Quarter from the 2003 Quarter.

       Non-cash charges - ICC.NET - Non-cash charges of approximately $473,000
in the 2004 Quarter relate primarily to the adoption of FASB Statement No. 123,
"Accounting for Stock-Based Compensation." In January 2004, the Company
implemented a voluntary stock option exchange program under which the Company
offered to exchange certain outstanding options to purchase shares of the
Company's common stock held by eligible employees of the Company, with exercise
prices per share greater than or equal to $11.50 per share, for new options to
purchase shares of the Company's common stock. The fair value method has been
applied prospectively to all employee and director awards granted, modified, or
settled after July 31, 2003.

      Other income (expense) - ICC.NET - Other income increased $375,000 in the
2004 Quarter from the 2003 Quarter. The increase is primarily attributable to a
charge in the 2003 Quarter of $318,000 for the impairment of available-for-sale
marketable securities due to an other than temporary decline in value.

Results of Operations - Service Bureau

      Our service bureau manages and translates the data of small and mid-sized
companies that exchange EDI data with large companies and provides various EDI
and UPC (universal product code) services. Our service bureau also licenses EDI
software. The following table summarizes operating results for our service
bureau for the three months periods ended January 31, 2004 and 2003:

                                                         Three Months Ended
                                                             January 31,
                                                        2004            2003
                                                      ---------       ---------
Revenue:
  Services                                            $ 271,543       $ 389,858
                                                      ---------       ---------

Expenses:
  Cost of services                                      196,588         183,493
  Impairment of capitalized software                     44,983            --
  Product development and enhancement                    30,004          46,787
  Selling and marketing                                  19,495          57,131
  General and administrative                             78,241         141,236
                                                      ---------       ---------
                                                        369,310         428,647
                                                      ---------       ---------
  Operating loss                                        (97,767)        (38,789)
                                                      ---------       ---------
  Other income, net                                          --              --
                                                      ---------       ---------
  Net loss                                            $ (97,767)      $ (38,789)
                                                      =========       =========


      Revenue - Service Bureau - Revenue related to our service bureau was 10%
of our consolidated revenue in the 2004 Quarter compared to 14% of our
consolidated revenue for the 2003 Quarter. The service bureau's revenue



                                       24

<PAGE>

INTERNET COMMERCE CORPORATION


was primarily generated from services performed, customer support and licensing
fees. The decrease in revenue in 2004 Quarter from the 2003 Quarter of $118,000,
or 30%, was primarily the result of a decrease its EDI service business
attributable to a slow economy.

      Cost of services - Service Bureau - Total cost of services relating to our
service bureau was 72% of revenue derived from the service bureau in the 2004
Quarter compared to 47% in the 2003 Quarter. Cost of services related to our
service bureau consists primarily of salaries and employee benefits, cost of
software, product development allocation and rent. Cost of services relating to
our service bureau increased $13,000 in the 2004 Quarter due to an increase in
the cost of Electronic Commerce System software sold of $38,000 and a $13,000
increase in the allocation of salaries and employee benefits from the product
development and enhancement department due to a greater number of cost of
services projects requiring product development and enhancement personnel. These
increases were partially offset by lower salaries and benefits of $23,000,
primarily due to a decrease in headcount to 11 in January 2004 from 14 in
January 2003, and a $9,000 decrease in amortization expense.

      Product development and enhancement - Service Bureau - Product development
and enhancement costs consist primarily of salaries and employee benefits and
product development allocation. Product development and enhancement costs
incurred by our service bureau decreased $17,000 in the 2004 Quarter primarily
due to an increase in the allocation of salaries and employee benefits to the
product development and enhancement resulting from a greater number of product
development and enhancement projects.

      Selling and marketing - Service Bureau - Selling and marketing expenses
relating to our service bureau consist primarily of salaries and employee
benefits. The decrease in selling and marketing expenses of $37,000 in the 2004
Quarter from the 2003 Quarter was primarily due to a decrease in salaries and
benefits of $30,000 in the 2004 Quarter from the 2003 Quarter due to a reduction
of staffing of one person and to no severance payments in the 2004 Quarter as
compared to $5,000 in the 2003 Quarter.

      General and administrative - Service Bureau - General and administrative
expenses relating to our service bureau consist primarily of salaries and
employee benefits, depreciation, rent, and office expenses. The decrease in
general and administrative expense of $63,000 in the 2004 Quarter from the 2003
Quarter is primarily attributable to a decrease in Service Bureau salaries and
employee benefits of $52,000 due to a reduction in personnel to 2 at the end of
the 2004 Quarter from 3 at the end of the 2003 Quarter. In addition,
depreciation expense decreased $8,000 in the 2004 Quarter from the 2003 Quarter
primarily as a result of fewer assets being acquired and more assets becoming
fully depreciated resulting in a lower depreciable base.

Results of Operations - Professional Services

      Our Professional Services segment provides comprehensive
business-to-business electronic commerce solutions including electronic commerce
infrastructure solutions. Our Professional Services segment also conducts a
series of product-independent one-day EDI seminars for electronic commerce
users. In January 2004, we discontinued our EDI educational training and
seminars services. The following table summarizes operating results for our
professional services for the three months ended January 31, 2004 and 2003:


                                       25

<PAGE>

INTERNET COMMERCE CORPORATION


                                                        Three Months Ended
                                                           January 31,
                                                 -------------------------------
                                                      2004              2003
                                                 ---------------   -------------
Revenue:
  Services                                     $        279,127  $      403,719
                                                 ---------------   -------------

Expenses:
  Cost of services                                      277,099         428,384
  Impairment of software inventory                         -            248,077
                                                 ---------------   -------------
        Total cost of services                          277,099         676,461
  Selling and marketing                                  33,000          31,803
  General and administrative                             81,550         102,394
                                                 ---------------   -------------
                                                        391,649         810,658
                                                 ---------------   -------------

  Operating loss                                      (112,522)        (409,939)

  Other expense, net                                    (2,297)          (4,330)
                                                 ---------------   -------------

  Net loss                                     $      (114,819)   $    (411,269)
                                                 ===============   =============

      Revenue - Professional Services - Revenue related to professional services
was 10% of our consolidated revenue in the 2004 Quarter compared to 14% in the
2003 Quarter. Revenue generated from professional services consists of
consulting and educational services. As a result of slow demand for these
services, revenue from our professional services decreased $125,000, or 31%, in
the 2004 Quarter from the 2003 Quarter. This decrease is primarily due to a
decrease in EDI educational services of $90,000 in the 2004 Quarter from the
2003 Quarter. We discontinued our EDI educational services and seminars in
January 2004.

      Cost of services - Professional Services - Cost of services relating to
professional services was 99% of revenue derived from professional services in
the 2004 Quarter, compared to 106% of revenue in the 2003 Quarter. Cost of
services related to our professional services consists primarily of salaries and
employee benefits and contract labor. Cost of services related to professional
services decreased $151,000 in the 2004 Quarter from the 2003 Quarter. Salaries
and benefits and contract labor decreased $118,000 in the 2004 Quarter from the
2003 Quarter due primarily to a decrease in the number of employees to 8 at the
end of the 2004 Quarter from 14 at the beginning of the 2003 Quarter. Rent
expense decreased $15,000 in the 2004 Quarter from the 2003 Quarter due
primarily to an allocation of rent expense to ICC.NET for space utilized by
ICC.NET. In addition, private classroom fees decreased $9,000 in the 2004
Quarter from the 2003 Quarter due to fewer classes given.

      General and administrative - Professional Services - General and
administrative expenses supporting our professional services consist primarily
of salaries and employee benefits, rent, depreciation and amortization and
telephone charges. General and administrative costs supporting our professional
services decreased $21,000 in the 2004 Quarter from the 2003 Quarter. Allocation
of expenses to ICC.NET from professional services increased $54,000 in the 2004
Quarter from the 2003 Quarter to reflect costs incurred relating to ICC.NET
personnel working in the professional services facilities. Depreciation expense
decreased $17,000 in the 2004 Quarter from the 2003 Quarter due to the
allocation of depreciation expense to other professionals services departments
in the 2004 Quarter. This was offset by an increase in salaries and benefits of
$46,000 in the 2004 Quarter from the 2003 Quarter due to the addition of one
employee in the 2004 Quarter and a $19,000 vacation expense adjustment in the
2003 Quarter.



Six Months Ended  January 31, 2004  Compared with Six Months Ended January 31,
2003.

Results of Operations - Consolidated

      The following table reflects consolidated operating data by reported
segments. All significant intersegment


                                       26
<PAGE>


INTERNET COMMERCE CORPORATION


activity has been eliminated. Accordingly, the segment results below exclude the
effect of transactions with our subsidiary.

                                                         Six Months Ended
                                                           January 31,
                                                  ------------------------------
Consolidated loss before income taxes:                 2004             2003
                                                  ---------------   ------------

ICC.NET                                              (1,978,131)     (2,420,225)
Service Bureau                                         (128,702)         44,482
Professional Services                                  (213,841)       (492,093)
                                                  ---------------   ------------
Consolidated loss before income taxes                (2,320,674)     (2,867,836)
                                                  ===============   ============


Results of Operations - ICC.NET

      The following table summarizes operating results for our ICC.NET service
for the six months ended January 31, 2004 and 2003:

                                                         Six Months Ended
                                                           January 31,
                                                  ------------------------------
                                                       2004            2003
                                                  ---------------  -------------
Revenue:
  VAN Services                                   $    4,475,200   $   3,834,517
  Mapping Services                                      170,401         328,393
                                                  ---------------  -------------
                                                      4,645,601       4,162,910
Expenses:
 Cost of services                                     2,579,965       2,573,542
 Product development and enhancement                    387,751         478,821
 Selling and marketing                                1,533,632       1,417,466
 General and administrative                           1,643,390       1,768,984
 Non-cash charges                                       526,086          10,416
                                                  ---------------  -------------
                                                      6,670,824       6,249,229
                                                  ---------------  -------------

Operating loss                                       (2,025,224)     (2,086,319)
                                                  ---------------  -------------
Other income (expense), net                               47,092       (333,906)
                                                  ---------------  -------------

Loss before income taxes                        $    (1,978,131)  $  (2,420,225)
                                                  ===============  =============



      Revenue - ICC.NET - Revenue related to our ICC.NET service was 79% of
consolidated revenue for the six months ended January 31, 2004 ("2004 Six
Months") compared to 71% of consolidated revenue for the six months ended
January 31, 2003 ("2003 Six Months"). Total ICC.NET revenue increased $483,000
in the 2004 Six Months from the 2003 Six Months, or approximately 12%. VAN
services revenue increased $641,000, or approximately 17%, in the 2004 Six
Months from the 2003 Six Months due to an increase in customers from
approximately 700 at January 2003 to approximately 1,100 at January 2004.
Mapping revenue decreased $158,000, or approximately 48%, in the 2004 Six Months
from the 2003 Six Months due primarily to slow demand for these services.

      Cost of services - ICC.NET - Cost of services relating to our ICC.NET
service was 56% of revenue derived from the ICC.NET service in the 2004 Six
Months, compared to 62% of revenue in the 2003 Six Months. Cost of services
related to our ICC.NET service consists primarily of salaries and employee
benefits, connectivity fees, amortization and rent. The total increase in cost
of services of $6,000 in the 2004 Six Months from the 2003 Six Months was
primarily the result of an increase in data lines costs of $116,000 in the 2004
Six Months from the 2003 Six Months due to higher interconnect fees resulting
from an increase in volume and an increase in the number of customers.
Amortization increased $27,000 in the 2004 Six Months from the 2003 Six Months
due to software that was placed in service subsequent to the 2003 Six Months.
Allocation of equipment and software expense increased $22,000 in the 2004 Six
Months compared to the 2003 Six Months to reflect costs incurred by ICC.NET
personnel working in professional services facilities. In additions, allocation
of Product and Development costs increased $14,000 in the 2004 Six Months from
the 2003 Six Months due to an increase in time spent on new


                                       27
<PAGE>


INTERNET COMMERCE CORPORATION


customer implementations and testing. Offsetting these increases, salaries and
benefits decreased $125,000 in the 2004 Six Months from the 2003 Six Months
primarily due to a decrease in headcount to 19 in January 2004 from 21 in
January 2003 and to a decrease in the use of consultants. In addition, rent
decreased $44,000 in the 2004 Quarter from the 2003 Quarter due primarily to a
decrease in office space occupied by client services personnel. Cost of services
relating to VAN services decreased to $1,807,000 in the 2004 Six Months from
$1,865,000 in the 2003 Six Months. Cost of services relating to mapping services
increased to $773,000 in the 2004 Six Months from $708,000 in the 2003 Six
Months.

      Product development and enhancement - ICC.NET - Product development and
enhancement costs relating to our ICC.NET service consist primarily of salaries
and employee benefits. Product development and enhancement costs decreased
$91,000 in the 2004 Six Months from the 2003 Six Months. Salaries and benefits
decreased $48,000 in the 2004 Six Months from the 2003 Six Months primarily due
to a decrease in the number of employees to 10 at the end of the 2004 Six Months
from 12 at the end of the 2003 Six Months. This was partially offset by an
increase of $33,000 in the allocation of product and development salaries to
cost of services and general and administrative expense departments in the 2004
Six Months from the 2003 Six Months due to an increase in time spent on new
implementations and testing.

      Selling and marketing - ICC.NET - Selling and marketing expenses relating
to our ICC.NET service consist primarily of salaries and employee benefits,
travel-related costs, rent, depreciation, advertising and trade-show costs.
Selling and marketing expenses related to our ICC.NET service increased $116,000
in the 2004 Six Months from the 2003 Six Months. Rent increased $50,000 in the
2004 Six Months from the 2003 Six Months due primarily to an allocation of rent
to selling and marketing departments in the 2004 Six Months. Outside commissions
increased $30,000 in the 2004 Six Months from the 2003 Six Months due to an
increase in the use of outside sales agents. Salaries and benefits increased
$24,000 in the 2004 Six Months from the 2003 Six Months primarily due to an
increase in headcount to 16 at the end of the 2004 Six Months from 14 at the end
of the 2003 Six Months. Travel and entertainment increased $18,000 in the 2004
Six Months from the 2003 Six Months due to an increase in selling and marketing
efforts. For cost reduction purposes, the sales function was consolidated and is
now performed by ICC.NET personnel. Commencing in the second quarter of 2003, a
portion of the cost of our sales force was allocated to the Professional
Services segment based on the level of effort utilized in selling Professional
Services products.

      General and administrative - ICC.NET - General and administrative expenses
supporting our ICC.NET service consist primarily of salaries and employee
benefits, facility costs, legal and professional fees, insurance, travel meals
and entertainment and depreciation. General and administrative costs supporting
our ICC.NET service decreased $125,000 in the 2004 Six Months from the 2003 Six
Months. Fees paid to Nasdaq decreased $72,000 in the 2004 Six Months from the
2003 Six Months due to fees incurred for initial listing on the Nasdaq SmallCap
Market in the 2003 Six Months. In addition, depreciation decreased $58,000 in
the 2003 Six Months primarily as a result of fewer assets being acquired and
more assets becoming fully depreciated. These decreases were partially offset by
increases in salary and employee benefits of $29,000. For cost reduction
purposes, the Company's executive management, human resources, accounting and
finance functions for all segments of the Company were consolidated during the
second quarter of 2003 and are now performed by ICC.NET personnel. Commencing in
the 2003 Quarter, ICC.NET began allocating executive management, human
resources, accounting and finance tasks to the segments based on the level of
services provided to each segment.

       Non-Cash charges - ICC.NET - Non-cash charges of approximately $526,000
in the 2004 Six Months relate primarily to the adoption of FASB Statement No.
123, "Accounting for Stock-Based Compensation." In January 2004, the Company
implemented a voluntary stock option exchange program under which the Company
offered to exchange certain outstanding options to purchase shares of the
Company's common stock held by eligible employees of the Company, with exercise
prices per share greater than or equal to $11.50 per share, for new options to
purchase shares of the Company's common stock. The fair value method has been
applied prospectively to all employee and director awards granted, modified, or
settled after July 31, 2003.

      Other income (expense) - ICC.NET - Other income increased $381,000 in the
2004 Six Months from the 2003 Six Months. The increase is primarily attributable
to a charge in the 2003 Six Months of $318,000 for the impairment of
available-for-sale marketable securities due to a non-temporary decline in
value.


                                       28
<PAGE>


INTERNET COMMERCE CORPORATION


Results of Operations - Service Bureau

      The following table summarizes operating results for our Service Bureau
for the six months ended January 31, 2004 and 2003:







                                       29
<PAGE>


INTERNET COMMERCE CORPORATION


                                                         Six Months Ended
                                                            January 31,
                                                  ------------------------------
                                                     2004            2003
                                                 --------------  --------------
Revenue:
  Services                                     $       579,194    $      855,895
                                                 --------------    -------------

Expenses:
  Cost of services                                     400,489          385,566
   Impairment of capitalized software                   44,983       -
  Product development and enhancement                   64,253           76,967
  Selling and marketing                                 37,946           92,325
  General and administrative                           160,225          256,555
                                                 --------------    -------------
                                                       707,895          811,413
                                                 --------------    -------------

Operating income (loss)                               (128,702)          44,482
                                                 --------------    -------------

Other income, net                                           -         -
                                                 --------------    -------------

Income (loss) before income taxes              $     (128,702)    $      44,482
                                                 ==============    ============


      Revenue - Service Bureau - Revenue related to our Service Bureau was 10%
of our consolidated revenue in the 2004 Six Months compared to 15% of
consolidated revenue in the 2003 Six Months. The service bureau's revenue was
primarily generated from services performed, customer support and licensing
fees. The decrease in revenue of $277,000 was primarily the result of a decrease
its EDI service business attributable to a slow economy.

      Cost of services - Service Bureau - Cost of services relating to our
Service Bureau was 69% of revenue derived from the service bureau in the 2004
Six Months, compared to 45% of revenue derived from the service bureau in the
2003 Six Months. Cost of services related to our service bureau consists
primarily of salaries and employee benefits, costs of software and rent. Cost of
services increased $15,000 in the 2004 Six Months due to an increase in the cost
of Electronic Commerce Systems software sold of $46,000 and a $29,000 increase
in the allocation of salaries and employee benefits from the product development
department due to a greater number of cost of services projects requiring
product development and enhancement personnel. These increases were partially
offset by lower salaries and benefits of $30,000, primarily due to a decrease in
headcount to 11 in January 2004 from 14 in January 2003, and an $18,000 decrease
in amortization expense.

      Product development and enhancement - Service Bureau - Product development
and enhancement costs consist primarily of salaries and employee benefits and
product development allocation. Product development and enhancement costs
incurred by our service bureau decreased $13,000 in the 2004 Six Months from the
2003 Six Months. This decrease was primarily attributable to an increase of
$32,000 in the allocation of salaries and employee benefits to the product
development and enhancement department resulting from a greater number of cost
of and enhancement projects. This was offset by a $20,000 increase in salaries
and employee benefits in the 2004 Six Months from the 2003 Six Months primarily
due to capitalized labor costs for developed software in the 2003 Six Months.
There were no amounts capitalized in the 2004 Six Months.

      Selling and marketing - Service Bureau - Selling and marketing expenses
relating to our service bureau consist primarily of salaries and employee
benefits. Selling and marketing decreased $54,000 in the 2004 Six Months from
the 2003 Six Months primarily due to a decrease in salaries and employee
benefits of $43,000 as a result of a staff reduction of one person and a
reduction of severance payments of $5,000 in the 2004 Six Months from the 2003
Six Months.

      General and administrative - Service Bureau - General and administrative
expenses relating to our service bureau consist primarily of salaries and
employee benefits, depreciation, rent, telephone and office expenses. The
decrease in general and administrative expenses of $96,000 in the 2004 Six
Months from the 2003 Six Months is primarily attributable to a decrease in
salaries and employee benefits of $121,000 as a result of a staff reduction to 2
employees in the 2004 Six Months from 4 employees in the 2003 Six Months. In
addition, depreciation expense decreased $17,000 in the 2004 Six Months from the
2003 Six Months as a result of fewer assets being acquired and more assets
becoming fully depreciated resulting in a lower depreciable base. This was
partially offset by an


                                       30
<PAGE>


INTERNET COMMERCE CORPORATION


increase of $45,000 in general and administrative support staff salary and
benefits allocated by ICC.NET to the Service Bureau in the 2004 Six Months from
the 2003 Six Months. See "General and administrative - ICC.NET" above for a
discussion of the allocation of general and administrative expenses among
segments.

Results of Operations - Professional Services

      The following table summarizes operating results for our professional
services for the six months ended January 31, 2004 and 2003:

                                                        Six Months Ended
                                                             January 31,
                                                 ------------------------------
                                                      2004             2003
                                                 -------------     ------------
Revenue:
  Services                                      $      634,289   $      868,377
                                                 -------------    -------------

Expenses:
    Cost of services - recurring                       630,840          848,429
    Impairment of software inventory                         -          248,077
                                                 -------------    -------------
         Total cost of  services                       630,840        1,096,506
    Selling and marketing                               66,000           75,826
    General and administrative                         146,399          179,950
    Non-cash charges for stock-based
      compensation and services                           -                   -
                                                 -------------    -------------
                                                       843,239        1,352,282
                                                 -------------    -------------

      Operating loss                                  (208,950)        (483,905)

      Other expense, net                                (4,891)          (8,188)
                                                 -------------    -------------

      Loss before income taxes                  $     (213,841)  $     (492,093)
                                                 =============    =============


      Revenue - Professional Services - Revenue related to professional services
was 11% of the 2004 Six Months consolidated revenue compared to 15% of
consolidated revenue in the 2003 Six Months. Revenue generated from professional
services consists of consulting and educational services. As a result of slow
demand for these services, revenue from our professional services decreased
$234,000 in the 2004 Six Months from the 2003 Six Months. This decrease is
primarily due to a decrease in EDI educational services of $190,000 in the 2004
Six Months from the 2003 Six Months. We discontinued our EDI educational
services and seminars in January 2004.

      Cost of services - Professional Services - Total cost of services relating
to professional services was 99% of revenue derived from professional services
in the 2004 Six Months compared to 126% of revenue in the 2003 Six Months. Cost
of services related to our professional services consists primarily of salaries
and employee benefits, and contract labor. Recurring cost of services related to
professional services decreased $218,000 in the 2004 Six Months from the 2003
Six Months primarily as a result of a decrease in salaries and employee benefits
of $169,000 due to a reduction in the workforce to 8 employees in the 2004 Six
Months from 14 employees in the beginning of the 2003 Six Months. Rent expense
decreased $33,000 in the 2004 Six Months from the 2003 Six Months due primarily
to allocation of rent expense to ICC.NET for space utilized by ICC.NET.
Impairment of software inventory of $248,000 in the 2003 Six Months represents
an impairment for software inventory held by Professional Services due to
insufficient historical and projected revenue from these products to support the
recoverability of its carrying value.

      Selling and marketing - Professional Services - Selling and marketing
expenses relating to our professional services consist primarily of salaries and
employee benefits. Selling and marketing expenses related to our professional
services were reduced $10,000 in the 2004 Six Months from the 2003 Six Months.
See "Selling and marketing - ICC.NET" above for a discussion of the allocation
of selling and marketing expenses among segments

      General and administrative - Professional Services - General and
administrative expenses supporting our professional services consist primarily
of salaries and employee benefits, rent, depreciation and amortization and
telephone charges. General and administrative costs supporting our professional
services decreased $34,000 in the


                                       31
<PAGE>


INTERNET COMMERCE CORPORATION


2004 Six Months from the 2003 Six Months. Allocation of expenses to ICC.NET from
professional services increased $112,000 in the 2004 Six Months from the 2003
Six Months to reflect costs incurred relating to ICC.NET personnel working in
the professional services facilities. Depreciation expense decreased $39,000 in
the 2004 Six Months from the 2003 Six Months due to the allocation of
depreciation expense to other professional services departments in the 2004 Six
Months. This was offset by an increase to salaries and benefits of $75,000 in
the 2004 Six Months from the 2003 Six Months due to the addition of one employee
in the 2004 Six Months and a $19,000 vacation expense adjustment in the 2003
Quarter. In addition, allocation of general and administrative expenses from
ICC.NET increased $33,000 in the 2004 Six Months from the 2003 Six Months. See
"General and administrative - ICC.NET" above for a discussion of the allocation
of general and administrative expenses among segments.

Liquidity and Capital Resources

       Our principal sources of liquidity, which consist of unrestricted cash
and cash equivalents, decreased to $890,000 as of January 31, 2004 from
$2,375,000 as of July 31, 2003. We believe these resources together with the
available borrowing capacity under the Company's Accounts Receivable Financing
Arrangement and cash from operations will provide us with sufficient liquidity
to continue in operation through July 31, 2004.

      Competitive or other factors described under the heading "Risk Factors"
included in our annual report on Form 10-K for the year ended July 31, 2003 may
prevent us from achieving positive cash flow from operations, and therefore, we
may need to undertake additional cost reduction activities or raise additional
capital. There can be no assurance that additional capital, if required, will be
available to us on reasonable terms or at all.

      We have financed our operations through private placements during fiscal
1994, our initial public offering during fiscal 1995 (the "IPO"), a private
placement in March 1997, a private placement of bridge note units during fiscal
1998 and 1999, a private placement of series A preferred stock in April 1999,
private placements of our class A common stock, series C preferred stock and
warrants in November 1999, a private placement of our class A common stock and
warrants in October 2001, a warrant exchange offer in May 2002 and a private
placement of our class A common stock and warrants and series D preferred stock
and warrants in April and May 2003.

      During April and May 2003, the company completed a private placement of
common stock, convertible preferred stock and warrants to purchase shares of
common stock (the "2003 Private Placement") for aggregate gross proceeds of
approximately $2,085,000.

      In the 2003 Private Placement the Company sold 1,682, 683 shares of class
A common stock and warrants to purchase 1,346,140 of class A common stock
providing gross proceeds of approximately $1,835,000 and 250 shares of series D
convertible redeemable preferred stock ("series D preferred") and warrants to
purchase 153,845 shares of class A common stock for $250,000. All warrants are
immediately exercisable and have an exercise price of $1.47 per share. The
warrants are exercisable until the fifth anniversary of the date of issuance. In
addition, the warrants are redeemable at the Company's option, if the closing
bid price of the Company's class A common exceeds 200% of the exercise price of
the warrants for 30 consecutive trading days. The redemption price is $0.10 per
share for each share issuable under the warrants.

      The 250 shares of series D preferred are convertible into 192,307 shares
of class A common stock. The allocation of the proceeds from the sale of the
series D preferred between the fair value of the series D and the fair value of
the detachable warrants resulted in a beneficial conversion feature in the
amount of $106,730. The discount was immediately accreted and treated as a
deemed dividend to the holder of the series D preferred as all of the series D
preferred was eligible for conversion upon issuance.

      In connection with the 2003 Private Placement, the Company incurred fees
of $325,750, of which $237,938 was payable in cash and $87,802 was paid by
issuing warrants to purchase 110,680 shares of class A common stock. These
warrants have substantially the same terms as the warrants issued in the 2003
Private Placement.

      In connection with the 2003 Private Placement, the Company issued 48,076
shares of class A common stock and warrants to purchase 38,460 shares of class A
common stock in settlement of certain outstanding payables.


                                       32
<PAGE>


INTERNET COMMERCE CORPORATION


The common stock and warrants were valued at $50,000, the invoice amount of the
services provided to the Company.

      Approximately 21%, or $432,000, of the gross proceeds from the 2003
Private Placement was received from directors and officers and entities with
which the Company's directors are affiliated.

      On May 30, 2003, the Company executed an Accounts Receivable Financing
Agreement ("Financing Agreement") with Silicon Valley Bank ("Bank") with a term
of one year. Under the Financing Agreement, the Company may borrow, subject to
certain conditions, up to 80% of its outstanding accounts receivable up to a
maximum of $2,000,000. The applicable interest rate is the prime rate plus .35%
plus a collateral handling fee equal to .20% on the average daily outstanding
receivable balance, and interest is payable monthly. The Financing Agreement
contains certain restrictive covenants that are customary for a commercial
transaction of this type, including, without limitation, restrictions on the
disposition or encumbrance of the collateral pledged to the Bank, restrictions
on incurring additional indebtedness and restrictions on the payment of
dividends and the redemption or repurchase of any capital stock. In addition,
the Company is required to maintain at all times a ratio of Quick Assets (i.e.,
consolidated, unrestricted cash, cash equivalents, net accounts receivable and
investments with maturities of fewer than 12 months determined according to
GAAP) to Current Liabilities (i.e., all obligations and liabilities of the
Company to Bank, plus, without duplication, the aggregate amount of the
Company's total liabilities which mature within one (1) year) minus Deferred
Revenue (i.e., all amounts received in advance of performance under contracts
and not yet recognized as revenue) of at least 1.10 to 1.0. The Bank has been
granted a security interest in substantially all of the Company's assets. In
connection with the Financing Agreement, the Company issued the bank warrants to
purchase 40,000 shares of the Company's class A common stock. The warrants are
immediately exercisable at an exercise price of $1.39, equal to the fair market
value of the Company's class A common stock on the date of closing of the
Financing Agreement. The warrants are exercisable for a seven-year period. The
fair value of the warrants in the amount of approximately $34,000 will be
amortized to interest expense over the term of the Financing Agreement. During
the three and six-month periods ended January 31, 2004 the Company recorded
interest expense in the amount of approximately $8,600 and $17,200,
respectively, for the amortization of the fair value of the warrants. On October
22, 2003, the Company and Silicon Valley Bank amended the Financing Agreement to
extend the term of the agreement to August 31, 2004. At January 31, 2004, there
was approximately $534,000 outstanding under the financing arrangement.

      We have a net operating loss carryforward of approximately $75 million to
offset future taxable income for federal income tax purposes. The utilization of
the loss carryforward to reduce any such future income taxes will depend on our
ability to generate sufficient taxable income prior to the expiration of the net
operating loss carryforwards. The carryforward expires from 2007 to 2021. The
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder contain provisions which limit the use of available net operating
loss carryforwards in any given year should significant changes (greater than
50%) in ownership interests occur. Due to the IPO, the net operating loss
carryover of approximately $1.9 million incurred prior to the IPO is subject to
an annual limitation of approximately $400,000 until that portion of the net
operating loss is utilized or expires. Due to our private placement of series A
preferred stock in April 1999, the net operating loss carryover of approximately
$18 million incurred prior to the private placement is subject to an annual
limitation of approximately $1 million until that portion of the net operating
loss is utilized or expires. Also, due to the 100% ownership change when we
acquired RTCI, RTCI's net operating loss of approximately $6.5 million incurred
prior to the ownership change is subject to an annual limitation of
approximately $1.4 million until that portion of the net operating loss is
utilized or expires.

Consolidated Working Capital

      Consolidated working capital decreased to $708,000 at January 31, 2004
from $1,700,000 at July 31, 2003. This decrease is due to a $596,000 decrease in
accounts payable and accrued expense and a $198,000 decrease in accrued
dividends which were paid in January as well as continued operating losses
during the 2004 Quarter. In addition, at January 31, 2004, the Company had
outstanding short-term borrowings of $534,000 under its Accounts Receivable
Financing Agreement. There were no amounts outstanding under the agreement at
January 31, 2003. Our cash and marketable securities decreased $1,486,000 at
January 31, 2004 compared to July 31, 2003.

Analysis of Cash Flows

      Cash used in operating activities was $1,922,000 in the 2004 Six Months
compared to $735,000 in the 2003 Six Months. The increase in the 2004 Six Months
is primarily the result of decreases in accounts payable and accrued expense of
$729,000, accounts receivable of $74,000 and continued cash operating losses.
The cash used in operating activities during the 2003 Six Months was primarily
the result of cash operating losses during the six months and a decrease in
accounts payable and accrued expenses offset by the collection from Triaton of


                                       33
<PAGE>


INTERNET COMMERCE CORPORATION


a receivable of $1,500,000 in October 2002.

      Cash provided by investing activities increased to $59,000 in the 2004 Six
Months from $5,000 used in investing activities in the 2003 Six Months. Cash
provided by investing activities in the 2004 Six Months primarily resulted from
the sale of marketable securities of $134,000 offset by expenditures from the
purchase of property and equipment of $75,000. Cash used in investing activities
in the 2003 Six Months was primarily the result of $55,000 of proceeds from the
sale of marketable securities, partially offset by the purchase of property and
equipment of $44,000.

      Cash provided by financing activities was $470,000 in the 2004 Six Months
compared to $102,000 used in financing activities in the 2003 Six Months. Cash
provided by financing activities in the 2004 Six Months is primarily the result
of financing agreement borrowing of $534,000. Cash used in financing activities
in the 2003 Six Months represents payments of capital lease obligations.



                                       34
<PAGE>


INTERNET COMMERCE CORPORATION


Recent Accounting Pronouncements

      In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities" ("SFAS 146"). SFAS 146 supersedes Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS 146 requires that costs associated
with an exit or disposal plan be recognized when incurred rather than at the
date of a commitment to an exit or disposal plan. SFAS 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
The Company adopted SFAS 146 on January 1, 2003. The adoption of this standard
did not have a significant impact on the Company's consolidated financial
position or results of operations.

      In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others" which elaborates on the disclosures to be
made by a guarantor in its interim and annual financial statements about its
obligations under certain guarantees that it has issued. It also clarifies that
a guarantor is required to recognize, at the inception of a guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and measurement provisions of Interpretation
No. 45 are applicable on a prospective basis to guarantees issued or modified
after December 31, 2002. The disclosure requirements in this Interpretation are
effective for financial statements of interim or annual periods ending after
December 15, 2002. The Company has provided information regarding commitments
and contingencies relating to guarantees in Note 9. The adoption of this
standard did not have a significant impact on the consolidated financial
position or results of operations.

      In November 2002, the Emerging Issues Task Force of the FASB ("EITF")
reached a consensus on Issue No. 00-21, "Revenue Arrangements with Multiple
Deliverables." EITF 00-21 addresses certain aspects of the accounting by a
vendor for arrangements under which the vendor will perform multiple revenue
generating activities. The EITF was effective for revenue arrangements entered
into in fiscal years and interim periods beginning after June 15, 2003. The
adoption of this consensus, effective August 1, 2003, did not have a significant
impact on the Company's consolidated financial position or results of
operations.

      In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123"
("SFAS 148"). SFAS 148 amends SFAS 123, "Accounting for Stock-Based
Compensation" to provide alternative methods to account for the transition from
the intrinsic value method of recognition of stock-based employee compensation
in accordance with APB Opinion No. 25, "Accounting for Stock Issued to
Employees" to the fair value recognition provisions under SFAS 123. SFAS 148
provides two additional methods of transition and will no longer permit the SFAS
123 prospective method to be used for fiscal years beginning after December 15,
2003. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to
require prominent disclosure in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
pro-forma effects had the fair value recognition provisions of SFAS 123 been
used for all periods presented. The adoption of SFAS 148 did not have a
significant impact on the Company's consolidated financial position and results
of operations. The Company adopted the fair-value recognition provisions of SFAS
123 in January 2004 (Note 6).

      In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities". ("Interpretation No. 46") and in December 2003
issued FIN No. 46 (Revised) ("FIN 46R") to address certain FIN 46 implementation
issues. FIN 46R also requires additional disclosures by primary beneficiaries
and other significant variable interest holders. Interpretation No. 46 clarifies
the application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements", to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. The Company adopted
Interpretation No. 46 on January 31, 2003. The adoption of this standard did not
have a significant impact on the Company's consolidated financial position or
results of operations.

                                       35
<PAGE>


INTERNET COMMERCE CORPORATION


      In April 2003, the FASB issued SFAS 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"), which amends and
clarifies accounting for derivative instruments, and for hedging activities
under SFAS 133. Specifically, SFAS 149 requires that contracts with comparable
characteristics be accounted for similarly. Additionally, SFAS 149 clarifies the
circumstances in which a contract with an initial net investment meets the
characteristics of a derivative and when a derivative contains a financing
component that requires special reporting in the statement of cash flows. This
Statement is generally effective for contracts entered into or modified after
June 30, 2003 and did not have a significant impact on the Company's
consolidated financial position or results of operations.

      In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those instruments
were previously classified as equity. This Statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise shall be
effective at the beginning of the first interim period beginning after June 15,
2003. For financial instruments created before the issuance date of this
Statement and still existing at the beginning of the interim period of adoption,
transition shall be achieved by reporting the cumulative effect of a change in
an accounting principle by initially measuring the financial instruments at fair
value or other measurement attribute required by this Statement. The adoption of
this Statement, effective August 1, 2003, did not have a material impact on the
Company's consolidated financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      The Company is primarily exposed to interest rate risk, equity risk and
credit risk.

      Interest Rate Risk - Interest rate risk refers to fluctuations in the
value of a security resulting from changes in the general level of interest
rates. Investments that are classified as cash and cash equivalents have
original maturities of three months or less. Changes in interest rates may
affect the value of these investments.

      Equity Risk - Refers to the change in the value of investments in common
stock. The Company has investments in marketable common stocks that are subject
to price fluctuation risk.

      Credit Risk - Our accounts receivables are subject, in the normal course
of business, to collection risks. We regularly assess these risks and have
established policies and business practices to protect against the adverse
effects of collection risks. As a result we do not anticipate any material
losses in this area.

Item 4. Controls and Procedures

      Our management, including our chief executive officer and chief financial
officer, have carried out an evaluation of the effectiveness of our disclosure
controls and procedures as of January 31, 2004, pursuant to Exchange Act Rules
13a-15(e) and 15(d)-15(e). Based upon that evaluation, our chief executive
officer and chief financial officer have concluded that as of such date, our
disclosure controls and procedures in place are adequate to ensure material
information and other information requiring disclosure is identified and
communicated on a timely basis.




                                       36
<PAGE>


INTERNET COMMERCE CORPORATION


PART II.  OTHER INFORMATION
---------------------------

Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities and Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

        None.

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

        The 2003 annual meeting of the Stockholders of the Company was held on
January 21, 2004. For more information on the following proposals, reference is
made to the Company's proxy statement dated December 5, 2003. The following
items were voted upon and passed:

        Election of Directors. The stockholders elected the following Class I
directors for a term of three years expiring at the third succeeding annual
meeting of stockholders:

                                         Number of Shares
                                         ----------------
        Name                           For             Against
        ----                           ---             -------
        Kim D. Cooke                9,669,520          230,619
        Charles C. Johnston         9,429,620          470,519

        The stockholders also elected the following Class II director for a term
of one year expiring at the next annual meeting of stockholders:

                                       Number of Shares
          Name                         For         Against
          ----                         ---         -------
          Spencer I. Browne         9,639,979      260,160

        The following directors continue to serve as directors after the annual
meeting in the class set forth opposite the name of such director:

        Name                      Class         Term Expiring
        ----                      -----         -------------
        G. Michael Cassidy         II           next annual meeting of
                                                stockholders

        Arthur R. Medici           II           next annual meeting of
                                                stockholders

        Richard J. Berman          III          second succeeding annual meeting
                                                of stockholders

                Ratification and Appointment of Deloitte & Touche LLP as the
Company's Independent Public Accountants. The appointment of Deloitte & Touche
LLP as the Company's independent public accountants for the fiscal year ending
July 31, 2004 was ratified.

             For             Against       Abstentions
             ---             -------       -----------
           9,791,704         36,500          71,935

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits.
      --------

      31.1  Certificate of the Chief Executive Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002

      31.2  Certificate of the Chief Financial Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002

      32.1  Certification of the Chief Executive Officer pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002

      32.2  Certification of the Chief Financial Officer pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002


(b)   Reports on Form 8-K
      --------------------

      Current Report Form 8-K dated December 11, 2003 (Item 5, 7 and 12).


                                       37
<PAGE>


INTERNET COMMERCE CORPORATION


      None.









                                       38
<PAGE>


INTERNET COMMERCE CORPORATION


                                   SIGNATURES
                                   ----------


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:  March 16, 2004

                                    INTERNET COMMERCE CORPORATION


                                    by:   /s/ G. Michael Cassidy
                                          ----------------------------------
                                          G. Michael Cassidy
                                          President and Chief Executive
                                          Officer

                                    by:   /s/ Walter M. Psztur
                                          ----------------------------------
                                          Walter M. Psztur
                                          Chief Financial Officer



                                       39