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

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


                                  FORM 10-QSB/A
                                 Amendment No 1

|X|  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended September 30, 2000

                                       or

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ to _______

                           Commission File No. 0-22947

                                ADATOM.COM, INC.
                       ----------------------------------
            (Exact name of Small Business registrant in its charter)


          Delaware                                             43-1771999
          --------                                             ----------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                        Identification Number)


920 Hillview Court, Suite 190, Milpitas, CA                       95035
- ------------------------------------------------                -----
  (Address of principal executive offices)                      (Zip Code)


Issuer's telephone number,:                                    (408) 935-7979


Check  whether  the  registrant  (1) 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
ninety (90) days.
YES  [X]    NO  [_]


State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: As of November 13, 2000 there were
18,413,877 shares outstanding of the Company's common stock.


                                        1

<PAGE>



TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

     Balance Sheet as of September 30, 2000.......................... 3

     Statement of Operations for the quarter and nine months ended
     September 30, 2000 and 1999 .................................... 4

     Statement of Cash Flows for the nine months ended
     September 30, 2000 and 1999  ................................... 5

     Notes to the Financial Statements .............................. 6

Item 2. Management's Discussion and Analysis or Plan of Operations....7


PART II.  OTHER INFORMATION

Item 1. Legal Proceedings............................................35

Item 2. Changes in Securities and Use of Proceeds ...................35

Item 6. Exhibits and Reports on Form 8-K  .......................... 36

SIGNATURES ......................................................... 37

EXHIBITS............................................................E-1


                                        2

<PAGE>



PART I. FINANCIAL INFORMATION

Item 1 Financial Statements (unaudited)

<TABLE>
<CAPTION>

                                       ADATOM.COM, INC.
                                         BALANCE SHEET
                                          (unaudited)
                                                                         September 30, 2000
                                                                     ---------------------------
Current assets:
<S>                                                                            <C>
      Cash                                                                     $        813,000
      Accounts receivable                                                                 3,000
      Notes from receivable franchisee                                                    8,000
      Inventory                                                                               0
      Prepaid expenses and other                                                          1,000
                                                                     ---------------------------
              Total current assets                                                      825,000
Other assets:
      Fixed assets net                                                                  680,000
      Investment joint venture                                                          500,000
      Deposits                                                                           32,000
      Organization expense, net                                                          32,000
      Web development costs, net                                                              0
                                                                     ---------------------------
              Total other assets                                                      1,244,000
                                                                     ---------------------------
                                                        Total Assets           $      2,069,000
                                                                     ===========================
Current Liabilities:
      Accounts payable                                                         $        267,000
      Accrued payroll liability                                                         384,000
      Current lease contracts payable and notes                                          63,000
      Customer deposits                                                                  55,000
      Accrued expenses                                                                2,053,000
      Note payable to officers                                                          548,000
      Restructuring Reserve                                                             984,000
                                                                     ---------------------------
              Total current liabilities                                               4,354,000
Long-term liabilities                                                                         0
              Total liabilities                                                       4,354,000
Equity
      Preferred stock, $.01 par value; authorized 5,000,000 shares,
              issued and outstanding - 1,200 shares                                   1,200,000
      Common stock $.01 par value; 50,000,000 authorized;                               184,000
              18,428,877 issued; 18,413,877 outstanding
      Paid in capital                                                                20,323,000
      Accumulated Deficit                                                           (23,960,000)
      Common stock notes receivable                                                     (17,000)
      Treasury Stock - at cost (15,000 shares)                                          (15,000)
                                                                     ---------------------------
              Stockholder Equity                                                     (2,285,000)
                                                                     ---------------------------
                              Total Liability and Stockholder Equity           $      2,069,000
                                                                     ===========================


</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       3

<PAGE>




<TABLE>
<CAPTION>

                                                  ADATOM.COM, INC.
                                               STATEMENT OF OPERATIONS
                                                     (unaudited)


                                                      Three Months     Thee Months      Nine Months     Nine Months
                                                    Ended September  Ended September       Ended           Ended
                                                        30, 2000         30, 1999      September 30,   September 30,
                                                                                           2000            1999
                                                    ------------------------------------------------------------------


Operation expenses:
<S>                                                     <C>              <C>             <C>             <C>
   Selling, general and administrative                     $683,000         $257,000      $1,752,000        $446,000
                                                    ------------------------------------------------------------------

Loss from operations                                       (683,000)        (257,000)     (1,752,000)       (446,000)

Other income (expense)
   Miscellaneous income (expense)                             2,000            1,000           4,000          40,000
   Interest expense, net                                          0           (1,000)          7,000         (33,000)
                                                    ------------------------------------------------------------------
                                                              2,000                0          11,000           7,000

   Loss before discontinued operations                     (681,000)        (257,000)     (1,741,000)       (439,000)

Discontinued operations
   Loss from discontinued operations                      1,799,000          769,000       4,943,000       1,464,000
   Loss on abandonment of discontinued operations         1,727,000                0       1,727,000               0
                                                    ------------------------------------------------------------------
         Total loss on discontinued operations            3,526,000          769,000       6,670,000       1,464,000

         Net Loss                                       ($4,207,000)     ($1,026,000)    ($8,411,000)    ($1,903,000)
                                                    ==================================================================


Basic and diluted loss per share
   Loss per share from continuing operations                 ($0.09)          ($0.05)         ($0.16)         ($0.08)
   Loss per share from discontinued operations               ($0.21)          ($0.15)         ($0.42)         ($0.29)
         Net Loss                                            ($0.30)          ($0.20)         ($0.58)         ($0.37)

   Weighted average number of
       common shares outstanding                         17,007,829        5,174,582      15,981,167       5,174,582


</TABLE>


    The accompanying notes are an integral part of these financial statements


                                        4



<PAGE>



<TABLE>
<CAPTION>


                                         ADATOM.COM, INC.
                                     STATEMENT OF CASH FLOWS
                                           (unaudited)
                                                             Nine Months Ended       Nine Months
                                                            September 30, 2000          Ended
                                                                                    September 30,
                                                                                        1999
                                                         ------------------------------------------
Cash flows from operating activities:
<S>                                                         <C>                       <C>
       Net loss                                             $   (8,411,000)           $ (1,903,000)
       Adjustments To reconcile net (loss) to net
             Cash provided (used) by operating activities:
                 Depreciation and amortization                     774,000                  24,000
                 Decrease (increase) in operating assets
                      Accounts receivable                           74,000                 (55,000)
                      Inventory                                    240,000                 (30,000)
                      Prepaid expenses and other                   165,000                 (40,000)
                 Increase (decrease) in operating liabilities
                      Accounts payable                             626,000                 416,000
                      Accrued Expenses                             384,000                 (27,000)
                      Customer deposits                           (146,000)                 36,000
                                                         ------------------        ----------------
Net cash used by operating activities                           (6,294,000)             (1,579,000)

Cash flows from investing activities:
       Investment Joint Venture (CPTC)                            (500,000)                      0
       Payments received on franchisee notes receivable              1,000                   2,000
       Acquisition of fixed assets                                (340,000)                (85,000)
                                                         ------------------        ----------------
Net cash provided (used by investing activities)                  (839,000)                (83,000)

Cash flows from financing activities:
       Proceeds from sales and issuance of stock                 7,296,000                       0
       Proceeds from notes and contracts payable                         0               1,290,000
       Proceeds from shareholder                                         0                 554,000
       Net borrowings on line of credit                                  0                 (51,000)
       Net borrowings from officers / stockholders                 541,000                  (6,000)
                                                         ------------------        ----------------
Net cash provided by financing activities                        7,837,000               1,787,000

Net increase (decrease) in cash                                    704,000                 125,000
Cash and restricted cash, beginning of period                      109,000                  91,000
                                                         ------------------        ----------------
Cash and restricted cash, end of period                     $      813,000            $    216,000
                                                         ==================        ================

             SUPPLEMENTAL  DISCLOSURE OF CASH FLOW  INFORMATION
 Cash paid during year for:
             Interest                                                    0                  48,000

</TABLE>



    The accompanying notes are an integral part of these financial statements


                                        5

<PAGE>

                                ADATOM.COM, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2000

                                   (Unaudited)


ACCOUNTING POLICIES

Unaudited Interim Financial Information

      The  accompanying  unaudited  condensed  financial  statements  have  been
prepared in conformity with generally accepted accounting principles for interim
financial  information  and  with  the  instructions  to  Form  10-QSB  and  the
applicable  rules of the Securities and Exchange  Commission.  Accordingly,  the
financial  statements  do  not  include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the nine-month periods ended September 30, 2000
September  30, 1999 are not  necessarily  indicative  of the results that may be
expected for the year ending December 31, 2000. For further  information,  refer
to the  financial  statements  and footnotes  thereto  included in the Company's
annual report on Form 10-KSB for the year ended December 31, 1999.


Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


Legal Proceedings

         From time to time  Adatom.com,  Inc.  (the Company) is subject to legal
proceedings  and claims in the  ordinary  course of business,  including  claims
alleging infringement of trademarks,  copyrights and other intellectual property
rights.  The Company  currently  is not aware of any such legal  proceedings  or
claims that it believes  will have  individually  or in the aggregate a material
adverse  effect on its  business,  prospects,  financial  condition or operating
results. Please see Part II Item 1.


                                       6

<PAGE>


Net Loss Per Share

      Net loss per share  basic and  diluted is  calculated  on the basis of the
loss applicable to common  stockholders (sum of the net loss and preferred stock
dividends)  divided by the weighted average number of common shares  outstanding
during  the  period.  Diluted  net loss per share  excludes  the impact of stock
options and warrants, as the effect of their inclusion is antidilutive as of the
periods reported on.

Abandonment of B2C Business and Restructuring Costs

         Adatom.com,  Inc.  has  decided  to  restructure  the  Company to focus
exclusively on its international  operations by attempting to leverage its China
partnerships.  This  restructuring  emphasizes the  development of the Company's
relatively new China business,  while concurrently reducing expenditures related
to the B2C internet superstore (www.adatom.com) and the Company's B2B E-commerce
Solution  Program (AESP).  The superstore and AESP,  which to date have been the
predominant  revenue  sources but have not been  profitable,  will be  refocused
primarily to liquidate existing inventory,  and thereafter will be available for
licensing  by  Adatom's  international  partners  and others.  The Company  must
generate  sufficient  revenues from its China business to cover expenses even at
its reduced  level.  No assurance  can be given that the change in the Company's
operations  as described  herein will generate  sufficient  revenues to make the
Company profitable.

         The  estimated  cost of closing  down the  operation  and the write off
assets  associated  with  the  discontinued  operation  have  been  accrued  and
reflected as loss on abandonment of discontinued operations.



                                       7

<PAGE>




                                   SIGNATURES



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Adatom.com,  Inc.  has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       ADATOM.COM, INC.

Date: November 22, 2000


                                       /s/ Richard S. Barton
                                       -------------------------

                                       By: Richard S. Barton
                                       President and Chief Executive Officer