<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

(Mark One)

 X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
--- OF 1934
For the fiscal year ended December 31, 2000

OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934
For the transition period from _____________ to ____________

                        COMMISSION FILE NUMBER: 001-12063
                                                ---------

                    INTERNET COMMERCE & COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                   <C>
                          Delaware                                               84-1322326
--------------------------------------------------------------        ------------------------------------
(State or other jurisdiction of incorporation or organization)        (I.R.S. Employer Identification No.)

       999 18th Street, Suite 2201, Denver, Colorado                               80202
       ---------------------------------------------                             ----------
         (Address of principal executive offices)                                (Zip Code)
</TABLE>

Registrant's telephone number, including area code: 303-672-0700
                                                    ------------

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class            Name of exchange on which registered
    -------------------            ------------------------------------
         None.                                     None.

Securities registered pursuant to section 12(g) of the Act:

                     Common Stock, par value $.001 per share
--------------------------------------------------------------------------------
                                (Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 219.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant on March 23, 2001, based upon the closing price of the Common Stock
on the Nasdaq National Market, was approximately $8,312,402.

The number of outstanding shares of the registrant's Common Stock as of March
23, 2001 was approximately 29,935,189 shares.

Explanatory Note: This Amendment No. 1 to Form 10-K is being filed in order to
include information required by Part III (Items 10, 11, 12, and 13) of the
previously filed Annual Report on Form 10-K for the year ended December 31,
2000.


<PAGE>   2

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Information concerning the Company's Directors is as follows:

DOUGLAS H. HANSON         Director since 1997

Mr. Hanson, 57, has served as Chief Executive Officer and Chairman of the Board
of Directors of the Company since October 1997 and the President of the Company
since January 2000. Mr. Hanson also served as the Company's President from
October 1997 until January 1999. From 1987 to 1997, Mr. Hanson was the
President, Chief Executive Officer, and a director of Qwest Communications,
Inc., a Colorado-based telecommunications company, as well as founder of Qwest's
predecessor, SP Telecom. Before founding SP Telecom, Mr. Hanson was Vice
President of FiberTrak, a telecommunications joint venture among Santa Fe,
Norfolk, and SP railroads. He also held various positions at Southern Pacific
Transportation Co. Mr. Hanson currently serves as Chairman of the Board of
Directors of the Competitive Telecommunications Association (CompTel), and as a
Director on The Metropolitan State College Foundation Board and the Board of
Trustees of the Salvation Army, Intermountain Division, and is engaged in other
civic activities.

ROBERT W. GRABOWSKI         Director since 1998

Mr. Grabowski, 60, has been a director of the Company since January 1998. He has
been the Vice President of Finance and Administration to Sunny Side, Inc./Temp
Side, a private employment service, since 1988. He has been a certified public
accountant since 1968 and holds a Bachelor of Science degree from De Paul
University.

D.D. HOCK         Director since 1997

Mr. Hock, 66, has been a director of the Company since October 1997. Prior to
becoming a director, Mr. Hock was an executive with Public Service Company of
Colorado, including the President, Chief Executive Officer, and Chairman of the
Board of Directors from February 1989 to July 1994, Chairman and Chief Executive
Officer from July 1994 to January 1996, and Chairman from January 1996 to
February 1997, when he retired. Mr. Hock currently serves on the Board of
Directors of Hathaway Corporation, J.D. Edwards & Co., American Century Mutual
Funds, Wagner Equipment Company, and Colorado Natural Gas, Inc.

M. DOAK JACOWAY         New Nominee

Mr. Jacoway, 51, is a financial planning consultant specializing in investment
and estate planning for business owners and corporate executives. He is
president of Jacoway Financial Corporation, a company he formed in 1987. Mr.
Jacoway currently serves as Chair-Elect of the Denver Metro Chamber of Commerce.
He also serves on the Board of Directors of The Metropolitan State College of
Denver Foundation, Inc., the Board of Trustees of the Denver Area Council Boy
Scouts of America, and the Board of Directors of Colorado UpLIFT. Mr. Jacoway is
engaged in many other civic activities.

LEWIS H. SILVERBERG         Director since 1998

Mr. Silverberg, 66, has been a director of the Company since January 1998. Mr.
Silverberg has been a private investor and a business consultant since 1994,
advising businesses on matters of formation, finance, mergers, and sales. He
practiced law in San Diego, CA from 1959 to 1989. From 1989 to 1994 he was
employed in an executive capacity to a subsidiary of a public company.

MICHAEL T. VICTOR         Director since 1999 (not standing for reelection)

Mr. Victor, 39, is a Professor of Business at Gannon University, Dahlkemper
School, teaching at the graduate and undergraduate level. Mr. Victor served as
President of Pyramid Industries from 1993 to 1998 and as Chairman and CEO, from
1993 and 1991 respectively, until his sale of the company to Lanson & Sessions
in September 2000. From 1986 to 1988, he was an Attorney in the Corporate Law
Department of MacDonald, Illig, Jones & Britton. Mr. Victor is currently
Chairman of the Victor Family Foundation. He also serves on the Board of
Directors of the Erie Conference on Community Development, the President's
Advisory Board at Gannon University, the Board of

                                       1
<PAGE>   3

Corporators to Hamot Medical Center and St. Vincent Health Center, the Board of
Visitors of Mercyhurst College's D'Angelo School of the Arts, and the Council of
Fellows at Pennsylvania State University's Behrend College. Mr. Victor is
engaged in many other civic activities.

     Information concerning the Company's executive officers (other than Douglas
H. Hanson, whose biography appears above) is as follows:

     SHAUNA CALLAHAN, 31, joined the Company in October 2000 as Controller. Ms.
Callahan worked as Controller for Corporate Express Australia Limited from
December 1996 to January 2000 and as Finance Manager for Coram Healthcare
Corporation from May 1995 to December 1996. Prior to her position at Coram
Healthcare Corporation, she worked in the audit division of Arthur Andersen, LLP
in Denver, Colorado. Ms. Callahan received her Bachelor of Science in Business
Administration from the University of Colorado in 1992.

     CHARLES EAZOR, 54, joined the Company through its November 2000 merger with
Internet Communications Corporation and currently serves as Senior Vice
President, Operations. Prior to the merger, Mr. Eazor served as Vice
President/General Manager of Internet Communications Corporation from October
1998 to November 2000. From January 1992 through December 1997, Mr. Eazor was
the head of the telecommunications division of General Analytics Corporation, a
government systems integrator, where he was responsible for implementing the
United Stated General Services Administration's national frame relay network and
the Treasury's national local telecommunications initiative. In 1983, Mr. Eazor
and his partners purchased the interconnect subsidiaries of Sprint and operated
them as Southern Phone Corporation until acquired by AIM Telephones, Inc. in
1988, at which time Mr. Eazor served as Senior Vice President until 1992. From
1978 to 1983, Mr. Eazor served as Manager of Business Development for Sprint.
Mr. Eazor currently serves as Vice President and as a member of the Board of
Directors of NESCI, the association of distributors of NEC America
telecommunications products in the United States and Canada. Mr. Eazor received
his Master of Business Administration from the University of Baltimore.

     PAULA M. EAZOR, 41, joined the Company through its November 2000 merger
with Internet Communications Corporation and currently serves as Sales
Manager-Voice System Division. Ms. Eazor served as Senior Account Manager for
the Central Office Division and Wide Area Network Divisions to Internet
Communications from November 1998 to November 2000. From January 1998 to
November 1998, Ms. Eazor was responsible for State and Federal Government Sales
business development at Vision Communications. From January 1997 to January
1998, Ms. Eazor was Major Account Executive with GTE Customer Networks. From
1994 to 1996, Ms. Eazor served as Project Manager-VA Programs to United
Communications and from 1992 to 1994 as Project Manager-Federal Government with
General Analytics Corporation.

     CHRISTOPHER J. MELCHER, 42, joined the Company in January 1999 as Vice
President-Law and Policy, General Counsel and Corporate Secretary until August
2000 when he began serving as Executive Vice President - Strategic Development,
General Counsel, and Corporate Secretary. Previously, Mr. Melcher served as
Assistant General Counsel for KN Energy, Inc. from September 1997 to December
1998, providing legal services on regulated and unregulated market activities
and directing corporate strategy in federal and state proceedings across the
company's 15-state territory. Prior to KN Energy, he was Senior Regulatory
Counsel with Southern California Edison, a subsidiary of Edison International,
Inc., from July 1996 to August 1997. Mr. Melcher represented corporate clients
with the firm of Brownstein Hyatt & Farber, P.C. from January 1995 to July 1996.
From March 1990 to December 1994, he served as Associate Independent Counsel
with the Office of Independent Counsel in Washington, D.C. Mr. Melcher practiced
law with the firm of Wilmer Cutler & Pickering from September 1987 to March
1990. Mr. Melcher received his Bachelor of Arts degree from Carleton College and
his Juris Doctor degree from Yale Law School.

     E. STEPHEN SHRIVER, 41, joined the Company through its November 2000 merger
with Internet Communications Corporation and currently serves as Senior Account
Manager-Voice Systems. Mr. Shriver served as Senior Account Manager of Internet
Communications Corporation from the time of its September 1996 merger with
Interwest Communications Inc. until November 2000. Mr. Shriver served as a
Senior Account Executive for Interwest Communications, Inc. from March 1992 to
1996 and held sales positions at two different Denver-based interconnect
companies, Omega Business Communications, Inc. and Another Telephone Company,
Inc, from 1982 to 1992.

     W. JEFF SWENSON, 47, joined the Company in January 2001 and currently
serves as Executive Vice President and Chief Operating Officer. Previously, Mr.
Swenson served as Vice President, International and Strategic Accounts for
Global Crossing from August 2000 to December 2000. In this capacity, Mr. Swenson
was responsible for development and implementation of Global Crossings carrier
sales strategy for all International and Strategic Accounts.

                                       2
<PAGE>   4

Prior to this assignment, Mr. Swenson served Global Crossing as Vice President
of Western Region Carrier Sales, responsible for revenue growth and receivables
and expense management from December 1998 to August 2000. From April 1986
through November 1998, Mr. Swenson served as President of National Network
Corporation. National Network Corporation was started by Mr. Swenson to serve as
an underlying carrier for the long distance reseller market and continues to
operate as such today. Prior to starting National Network Corporation, Mr.
Swenson held the position of Director of Communications for Manville Corporation
responsible for all voice and data communications worldwide. From March 1981
through December 1983, Mr. Swenson held several marketing and sales positions
with Mountain Bell and AT&T.

MEETINGS OF THE BOARD OF DIRECTORS

     During the year ended December 31, 2000, the Board of Directors held seven
meetings. All directors attended all meetings of the Board of Directors and any
committee on which the director served.

BOARD COMMITTEES

     Audit Committee. The Audit Committee, among other things, recommends the
firm to be appointed as independent accountants to audit the Company's financial
statements, discusses the scope and results of the audit with the independent
accountants, reviews with management and the independent accountants the
Company's interim and year-end operating results, considers the adequacy of the
internal accounting controls and audit procedures of the Company, and reviews
the non-audit services to be performed by the independent accountants. The Audit
Committee is comprised of three non-employee directors. The current members of
the Audit Committee are Messrs. Grabowski, Hock, and Silverberg. Mr. Grabowski
serves as Chairman of the Audit Committee. The Audit Committee met three times
in 2000.

     Compensation Committee. The Compensation Committee reviews the salaries,
benefits, and other compensation of our officers and key employees. The
Compensation Committee's responsibilities include employment contracts,
pensions, performance and incentive-based compensation, and stock option plans,
including reviewing management's recommendations regarding issuance of stock
options to officers and directors who are subject to stock ownership reporting
obligations under Section 16 of the Securities Exchange Act of 1934, as amended.
The Compensation Committee then makes recommendations to the Board of Directors
based on its review. The current members of the Compensation Committee are
Messrs. Hock, Grabowski, and Victor. Mr. Hock serves as Chairman of the
Compensation Committee. The members of the Compensation Committee review and
establish the salaries, benefits, and other compensation of all other employees.
The Compensation Committee met two times in 2000.

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based upon a review of filings with the Securities and Exchange Commission
and written representations that no other reports were required, the Company
believes that all of the Company's directors and executive officers complied
during fiscal 2000 with the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, with the exception of Ms. Vitale, who resigned
as President in January 2000 and as a director in June 2000, and Messrs. Hanson
and Grabowski.

ITEM 11. EXECUTIVE COMPENSATION

     SUMMARY COMPENSATION TABLE. The following table sets forth the compensation
paid during the periods indicated to the Chief Executive Officer and President
of the Company, to each of the four other most highly-compensated executive
officers of the Company, and to two additional individuals who resigned in 2000,
but whose salary and bonus still placed them among the Company's four most
highly compensated officers for the fiscal year ended December 31, 2000.

                                       3
<PAGE>   5

<TABLE>
<CAPTION>
                                                                                                  LONG TERM
                                                                                                 COMPENSATION
                                                      ANNUAL COMPENSATION                           AWARDS
                                   ----------------------------------------------------------    ------------
                                                                                                  SECURITIES
    NAME AND PRINCIPAL                                                           OTHER ANNUAL     UNDERLYING
        POSITIONS                  YEAR            SALARY            BONUS       COMPENSATION     OPTIONS(8)
----------------------------       ----         -----------        ----------    ------------    ------------

<S>                                <C>          <C>                <C>           <C>             <C>
Douglas H. Hanson(1)               2000         $   250,000        $       --     $     2,100      300,000
  Chairman, President,             1999         $   180,654        $  600,000     $     1,945           --
  and CEO                          1998         $   120,000        $       --     $   537,946           --

Paula M. Eazor(2)                  2000         $   320,003        $   10,527     $     6,164       12,000
  Sales Manager                    1999         $    76,866        $   10,642     $     1,492           --
  Voice Systems Division           1998         $     7,190        $    6,667     $        --           27

E. Stephen Shriver(3)              2000         $   207,930        $   11,602     $     5,457       12,000
  Senior Account Manager           1999         $   173,220        $   60,308     $     4,309           --
  Voice Systems                    1998         $   133,710        $   34,053     $     2,253          128

William H. Heuston(4)              2000         $   137,270        $   59,721     $     3,150       30,000
  Regional Vice President-         1999         $   124,879        $   10,000     $     3,137       30,000
  Rocky Mountain Region            1998         $   116,037        $    2,500     $     2,787       15,000

Charles R. Eazor(5)                2000         $   123,159        $   36,000     $     4,500       45,000
  Senior Vice President,           1999         $   127,309        $       --     $     1,710          733
  Operations                       1998         $    57,625        $   15,000     $        --          632

Thomas A. Stein(6)                 2000         $   153,405        $    3,852     $     1,979           --
  Vice President                   1999         $    37,990        $   10,217     $     1,364           --
  Network Systems Sales            1998         $    38,259        $       --     $       784           --

Chris J. Melcher(7)                2000         $   145,385        $       --     $     3,750      100,000
  Executive Vice President,        1999         $   114,667        $       --     $        --      105,400
  Strategic Development,           1998         $        --        $       --     $        --       54,000
  General Counsel
</TABLE>

----------

(1)  Mr. Hanson was granted options to purchase 300,000 shares of the Company's
     common stock in 2000 for services performed in 2000. Mr. Hanson's bonus of
     $600,000 was paid in full during fiscal year 1999 for services performed in
     1999. In 1998, Mr. Hanson's "Other Annual Compensation" is comprised of
     $1,946 of 401(k) Plan matching funds and the $536,000 dollar value
     difference between the price paid by Mr. Hanson for securities of the
     Company and the fair market value of such securities on the date of
     purchase.

(2)  Ms. Eazor was granted options to purchase 12,000 shares of the Company's
     common stock in 2000 for services performed in 2000 and options to purchase
     27 shares of the Company's common stock in 1998 for services performed in
     1998.

(3)  Mr. Shriver was granted options to purchase 12,000 shares of the Company's
     common stock in 2000 for services performed in 2000 and options to purchase
     128 shares of the Company's common stock in 1998 for services performed in
     1998.

(4)  Mr. Heuston was granted options to purchase 30,000 shares of the Company's
     common stock in 2000 for services performed in 2000, options to purchase
     30,000 shares of the Company's common stock in 1999 for services performed
     in 1999, and options to purchase 15,000 shares of the Company's common
     stock in 1998 for services performed in 1998. Mr. Heuston resigned in the
     fourth quarter of 2000.

(5)  Mr. Eazor was granted options to purchase 45,000 shares of the Company's
     common stock in 2000 for services performed in 2000, options to purchase
     733 shares of the Company's common stock in 1999 for services performed in
     1999, and options to purchase 632 shares of the Company's common stock in
     1998 for services performed in 1998.

(6)  Mr. Stein resigned during the third quarter of 2000.

(7)  Mr. Melcher was granted options to purchase 100,000 shares of the Company's
     common stock in 2000 for services performed in 2000, options to purchase
     105,400 shares of the Company's common stock in 1999 for services performed
     in 1999, and options to purchase 54,000 shares of the Company's common
     stock in 1998 pursuant to his Employment Letter Agreement.

(8)  Securities underlying options for Ms. Eazor, Mr. Shriver, Mr. Eazor, and
     Mr. Stein represent either: a) the number of equivalent shares of the
     Company's common stock that the individuals had the right to receive
     pursuant to the terms and conditions of the Amended and Restated Agreement
     and Plan of Merger, dated October 18, 2000, between Internet Communications
     Corporation and the Company; or b) a post-merger option grant made by the
     Company. The disclosure of securities underlying options granted for Ms.
     Eazor,

                                       4
<PAGE>   6

     Mr. Shriver, Mr. Eazor, and Mr. Stein excludes grants made to these
     individuals during 2000, 1999, and 1998 by Internet Communications
     Corporation which were extinguished in the November 2000 merger between
     Internet Communications Corporation and the Company.

     STOCK OPTION GRANTS IN FISCAL YEAR 2000. The following table sets forth
information with respect to grants of stock options to each of the Named
Executive Officers during the year ended December 31, 2000. All grants were made
under the Company's 2000 Employees' Stock Option Plan.

<TABLE>
<CAPTION>
                                         INDIVIDUAL GRANTS IN 2000
                         ------------------------------------------------------------
                                       PERCENT OF                                      POTENTIAL REALIZABLE VALUE AT
                          NUMBER OF      TOTAL                                         ASSUMED ANNUAL RATE OF STOCK
                          SECURITIES    OPTIONS                                         PRICE APPRECIATION FOR THE
                          UNDERLYING   GRANTED TO                                              OPTION TERM
                           OPTIONS    EMPLOYEES IN    EXERCISE    GRANT    EXPIRATION  -----------------------------
         NAME            GRANTED(1)    FISCAL YEAR      PRICE     DATE       DATE(1)        5%              10%
------------------       -----------  ------------    --------  --------   ----------  -----------      ------------
<S>                      <C>          <C>             <C>       <C>         <C>        <C>              <C>
Douglas H. Hanson          300,000       14.98        $ 2.4063    8/3/00      8/2/05   $181,309.78      $400,647.20

Paula M. Eazor              12,000        0.60        $   1.00  11/29/00    11/28/10   $  7,546.74      $ 19,124.90

E. Stephen Shriver          12,000        0.60        $   1.00  11/29/00    11/28/10   $  7,546.74      $ 19,124.90

William H. Heuston          30,000        1.50        $ 2.1875    8/3/00      8/2/10   $ 41,271.21      $104,589.36

Charles R. Eazor            45,000        2.25        $   1.00  11/29/00    11/28/10   $ 28,300.28      $ 71,718.39

Thomas A. Stein                 --          --        $     --        --          --   $        --      $        --

Chris J. Melcher           100,000        5.00        $ 2.1875    8/3/00      8/2/10   $137,570.70      $348,631.20
</TABLE>

----------

(1)  All option grants represent shares of common stock. With the exception of
     options granted to Mr. Hanson, all options have a ten-year term and become
     exercisable in three equal annual installments beginning one year after the
     date of grant. The options granted to Mr. Hanson have a five-year term and
     become exercisable in three equal annual installments beginning one year
     after the date of grant. The disclosure of options granted to Ms. Eazor,
     Mr. Shriver, Mr. Eazor, and Mr. Stein excludes grants made to these
     individuals during 2000, if any, by Internet Communications Corporation,
     all of which were extinguished in the November 2000 merger between Internet
     Communications Corporation and the Company.

     OPTION EXERCISES AND FISCAL YEAR-END VALUES. The following table sets forth
information with respect to the Named Executive Officers concerning the exercise
of options during the fiscal year ended December 31, 2000, and the number of
securities underlying unexercised options and the of all unexercised
in-the-money options held at year-end.

<TABLE>
<CAPTION>
                                                           NUMBER OF SECURITIES            VALUE OF UNEXERCISED
                                                          UNDERLYING UNEXERCISED           IN-THE-MONEY OPTIONS
                         SHARES                        OPTIONS AT DECEMBER 31, 2000      AT DECEMBER 31, 2000 (2)
                       ACQUIRED ON        VALUE        ----------------------------    ----------------------------
       NAME             EXERCISE       REALIZED (1)     EXERCISABLE   UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
------------------     -----------     ------------    ------------   -------------    -----------    -------------
<S>                    <C>             <C>             <C>            <C>              <C>            <C>
Douglas H. Hanson             --       $        --        166,385               --      $    --        $      --

Paula M. Eazor                27       $     27.00             --           12,000      $    --        $      --

E. Stephen Shriver           128       $    128.00             --           12,000      $    --        $      --

William H. Heuston            --       $        --         16,666           55,000      $    --        $      --

Charles R. Eazor           1,365       $  1,365.00             --           45,000      $    --        $      --

Thomas A. Stein               --       $        --             --               --      $    --        $      --

Chris J. Melcher              --       $        --         71,133          188,267      $    --        $      --
</TABLE>

----------

(1)  The value realized represents the excess, if any, of the closing price of
     the common stock on the Nasdaq National Market on the date of exercise over
     the option exercise price.

                                       5
<PAGE>   7

(2)  Represents the excess, if any, of the closing price of the common stock on
     the Nasdaq National Market at year-end ($0.375) over the option exercise
     price.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of the members of the Compensation Committee is or has been an
employee of the Company. In addition, none of the Company's executive officers
have ever served as a member of the Board of Directors or Compensation
Committee of any other entity that has or has had one or more executive
officers serving as a member of the Company's Board or Compensation Committee.

COMPENSATION OF DIRECTORS

     BASE COMPENSATION. Each non-employee director receives an annual retainer
based on a prorated rate of $12,000 per year.

     1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN. Under the 1996 Non-Employee
Directors' Stock Option Plan, each non-employee director receives an option to
purchase 1,500 shares of common stock upon appointment or election to the Board
of Directors. Thereafter, on the first, second, and third anniversary of
appointment or election, each non-employee director is eligible to receive a
grant of options to purchase an additional 1,500 shares of common stock, up to a
maximum of 6,000 shares. Each option grant, vesting six months after the date of
grant and having a five-year term, permits the holder to purchase shares at
their fair market value on the date of grant. Although a total of 18,000 shares
of common stock have been reserved for issuance over the 10-year term of the
1996 Non-Employee Directors' Stock Option Plan, the Company has only issued
options to purchase 6,000 shares under this plan and has not issued any options
under this plan since 1996. To date, the following options have been issued:

<TABLE>
<CAPTION>
                                  NUMBER OF SHARES
                                   ISSUABLE UPON
     DIRECTOR                        EXERCISE
-------------------               ----------------

<S>                                   <C>
Robert Grabowski                      1,500

D.D. Hock                             1,500

Lewis H. Silverberg                   1,500

Michael T. Victor*                        0

Mary Beth Vitale **                   1,500
                                      -----
     Total                            6,000
                                      =====
</TABLE>

----------

*    Not standing for reelection at the Annual Meeting of Stockholders.

**   Resigned as of June 15, 2000.

     1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN. Under the 1998 Non-Employee
Directors' Stock Option Plan, each non-employee director receives an option to
purchase 8,500 shares of common stock upon appointment or election to the Board
of Directors. During 2000, the Company did not grant any options under this
plan. Under the 1998 Directors' Plan, the options expire five years from the
date of grant, unless the Compensation Committee or the Board of Directors (in
the absence of the Compensation Committee) terminates the options earlier. The
options vest based on the non-employee director's continued service at the
following rate: (1) 1,500 on December 31, 1998; (2) 3,500 on December 31, 1999;
and (3) 3,500 on December 31, 2000. Notwithstanding the foregoing, in the event
of a change in control (as defined in the 1998 Directors' Plan), each
outstanding option vests immediately. Each option grant permits the holder to
purchase shares at their fair market value on the date of grant.

     In the event of a change in control, as defined in the 1998 Non-Employee
Directors' Stock Option Plan, the Compensation Committee (or the Board of
Directors in the absence of such a committee) may:

          o    grant a cash bonus award to any optionee in an amount equal to
               the exercise price of all or any portion of the options then held
               by the optionee;

          o    pay cash to any or all optionees in exchange for the cancellation
               of their outstanding options in an amount equal to the difference
               between the exercise price and the greater of the tender offer
               price for

                                       6
<PAGE>   8

               the common stock underlying such options (in the event of a
               tender offer for the securities of the Company) or the fair
               market value of the stock on the date of cancellation; and

          o    make any other adjustments or amendments to the outstanding
               options.

Although a total of 68,000 shares of common stock were reserved for issuance
over the three-year term of the 1998 Non-Employee Directors' Stock Option Plan,
the Company has only issued options to purchase 34,000 shares under this plan
and has not issued any options under this plan since 1998. The plan expired on
December 31, 2000 and no further options will be issued under this plan. The
following options were issued:

<TABLE>
<CAPTION>
                                                NUMBER OF SHARES
                                                 ISSUABLE UPON
     DIRECTOR                                      EXERCISE
-------------------                             ----------------

<S>                                                 <C>
Robert Grabowski                                    8,500

D.D. Hock                                           8,500

Lewis H. Silverberg                                 8,500

Michael T. Victor*                                      0

Mary Beth Vitale **                                 8,500
                                                    -----
     Total                                         34,000
                                                   ======
</TABLE>

----------

*    Not standing for reelection at the Annual Meeting of Stockholders.

**   Resigned as of June 15, 2000.

STOCK PERFORMANCE GRAPH

     The following indexed line graph indicates the Company's total return to
stockholders from September 6, 1996, the date on which the Company's common
stock began trading on Nasdaq, to December 29, 2000, as compared to the total
return for the Nasdaq Stock Market--US Index, an index of 518 Internet companies
(including Amazon.com, America Online, Earthlink, and Yahoo), and an index of
527 telecommunications companies (including AT&T, WorldCom, and Sprint). The
telecommunications and Internet indices were compiled by Media General Financial
Services, Inc. The Company's common stock traded on the Nasdaq SmallCap Market
from September 6, 1996 through March 4, 1999 and has traded on the Nasdaq
National Market since March 5, 1999. The calculations in the graph assume that
$100 was invested on September 5, 1996, in each of the Company's common stock
and each index and also assume dividend reinvestment.

  Comparison of 51 Month Cumulative Total Return Among (a) Internet Commerce &
    Communications, Inc, (b) The Nasdaq Stock Market (U.S.) Index, (c) an 518
      company Internet Index and (d) a 527 company telecommunications index
          (EDGAR Representation of Data Points Used in Printed Graphic)

<TABLE>
<CAPTION>
  Internet Commerce &           Telecommunications         NASDAQ Stock Market
  Communications, Inc.                Index                      (U.S.)                      Internet Index
------------------------       -------------------        --------------------           ----------------------

<S>               <C>          <C>          <C>           <C>           <C>              <C>            <C>
    9/5/96        100.00         9/5/96     100.00          9/5/96      100.00             9/5/96        100.00
  12/31/96         44.90       12/31/96     110.45        12/31/96      112.02           12/31/96        113.41
  12/31/97         97.96       12/31/97     141.70        12/31/97      137.02           12/31/97        157.17
  12/31/98        412.24       12/31/98     207.75        12/31/98      193.26           12/31/98        644.60
  12/31/99        271.43       12/31/99     360.94        12/31/99      340.85           12/31/99       1698.06
  12/29/00         12.24       12/29/00     211.32        12/29/00      214.24           12/29/00        418.28
</TABLE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table shows the amount of common stock of the Company
beneficially owned (unless otherwise indicated) by: (1) the directors and
executive officers of the Company named in the Summary Compensation Table

                                       7
<PAGE>   9

below; (2) a group comprised of Interwest Group, Inc., Anschutz Company, and
Philip F. Anschutz; and (3) the directors and executive officers of the Company
as a group. The Company's Board of Directors has voting power over the shares
owned by Interwest Group, Inc., Anschutz Company, and Philip F. Anschutz as a
result of a voting trust agreement that was executed in conjunction with the
Company's November 2000 merger with Internet Communications Corporation. The
officers and directors have indicated that they intend to vote for election of
the nominated slate of directors and for each of the proposals in this proxy
statement. Except as otherwise indicated, all information is as of February 1,
2001.

<TABLE>
<CAPTION>
                                           AGGREGATE NUMBER OF       PERCENT OF
                                           SHARES BENEFICIALLY         SHARES
           NAME                                 OWNED (1)            OUTSTANDING
---------------------------                -------------------       -----------

<S>                                        <C>                       <C>
Douglas H. Hanson                             5,752,500(2)              19.1%

Robert W. Grabowski                              17,800(3)                 *

D. D. Hock                                       10,000(4)                 *

Lewis H. Silverberg                              65,000(5)                 *

Michael T. Victor                                 2,000(6)                 *

Charles R. Eazor                                  8,465(7)                 *

Paula M. Eazor                                      527(8)                 *

William H. Heuston                               23,900(9)                 *

M. Doak Jacoway                                  10,000(10)                 *

Chris J. Melcher                                 71,133(11)                 *

E. Stephen Shriver                                2,347(12)                 *

Thomas A. Stein                                     -0-(13)                 *

Interwest Group, Inc.,
   Anschutz Company, and
   Philip F. Anschutz                         3,800,377(14)              12.7%

All Directors and Executive
   Officers as a group (13
   persons)                                   9,794,049(15)              32.5%
</TABLE>

*    Less than one percent.

----------

(1)  In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
     person is deemed to be the beneficial owner, for purposes of this table, of
     any shares of common stock if such person has or shares voting power or
     investment power with respect to such security, or has the right to acquire
     beneficial ownership at any time within 60 days from March 31, 2001. For
     purposes of this table, "voting power" is the power to vote or direct the
     voting of shares and "investment power" is the power to dispose or direct
     the disposition of shares.

(2)  Includes 3,686,115 shares of common stock directly owned by Mr. Hanson,
     1,600,000 shares owned by Mr. Hanson's spouse, 300,000 shares held in
     family trust, 166,385 shares of common stock that Mr. Hanson has the right
     to acquire within 60 days of March 31, 2001 pursuant to incentive stock
     options, and excludes 3,800,377 shares for which Mr. Hanson, as a member of
     the Company's Board of Directors, shares voting and dispositive power with
     Interwest Group, Inc., Anschutz Company, and Philip F. Anschutz.

(3)  Includes 7,800 shares of common stock directly owned by Mr. Grabowski,
     10,000 shares of common stock that Mr. Grabowski has the right to acquire
     within 60 days of March 31, 2001 pursuant to options, and excludes
     3,800,377 shares for which Mr. Grabowski, as a member of the Company's
     Board of Directors, shares voting and dispositive power with Interwest
     Group, Inc., Anschutz Company, and Philip F. Anschutz.

                                       8
<PAGE>   10

(4)  Includes 10,000 shares of common stock that Mr. Hock has the right to
     acquire within 60 days of March 31, 2001 pursuant to options and excludes
     3,800,377 shares for which Mr. Hock, as a member of the Company's Board of
     Directors, shares voting and dispositive power with Interwest Group, Inc.,
     Anschutz Company, and Philip F. Anschutz.

(5)  Includes 55,000 shares of common stock directly owned by Mr. Silverberg,
     10,000 shares of common stock that Mr. Silverberg has the right to acquire
     within 60 days of March 31, 2001 pursuant to options, and excludes
     3,800,377 shares for which Mr. Silverberg, as a member of the Company's
     Board of Directors, shares voting and dispositive power with Interwest
     Group, Inc., Anschutz Company, and Philip F. Anschutz.

(6)  Includes 2,000 shares of common stock directly owned by Mr. Victor and
     excludes 3,800,377 shares for which Mr. Victor, as a member of the
     Company's Board of Directors, shares voting and dispositive power with
     Interwest Group, Inc., Anschutz Company, and Philip F. Anschutz. Mr. Victor
     will not stand for reelection as a director at the 2001 Annual Meeting of
     Stockholders.

(7)  Includes 8,465 shares of common stock owned directly by Mr. Eazor. Excludes
     indirect ownership of shares held by Mr. Eazor's spouse, Paula M. Eazor,
     who is listed separately in this stock ownership table.

(8)  Includes 527 shares of common stock owned directly by Ms. Eazor. Excludes
     indirect ownership of shares held by Ms. Eazor's spouse, Charles R. Eazor,
     who is listed separately in this stock ownership table.

(9)  Includes 7,234 shares of common stock directly owned by Mr. Heuston and
     16,666 shares of common stock that Mr. Heuston has the right to acquire
     within 60 days of March 31, 2001 pursuant to options. Mr. Heuston resigned
     in the fourth quarter of 2000. The share ownership data included in this
     table represents the best information available to the Company.

(10) Includes 10,000 shares of common stock directly owned by Mr. Jacoway.

(11) Includes 71,133 shares of common stock that Mr. Melcher has the right to
     acquire within 60 days of March 31, 2001 pursuant to options.

(12) Includes 2,347 shares of common stock directly owned by Mr. Shriver.

(13) Mr. Stein resigned during the third quarter of 2000. The share ownership
     data included in this table represents the best information available to
     the Company.

(14) Based on a Schedule 13G filed on December 11, 2000, Interwest Group, Inc.,
     Anschutz Company, and Philip F. Anschutz have shared power to vote or
     direct the vote of 3,800,377 shares of common stock and shared power to
     vote or direct the disposition of 3,800,377 shares of common stock. These
     shares were issued pursuant to the Company's November 2000 merger with
     Internet Communications, Inc. The Company's Board of Directors shares
     voting and dispositive power with Interwest Group, Inc. Anschutz Company,
     and Philip F. Anschutz.

(15) Includes 5,709,488 shares of common stock directly owned by the thirteen
     officers and directors as a group, 284,184 shares of common stock that
     thirteen officers and directors as a group have the right to acquire within
     60 days of March 31, 2001 pursuant to options, and 3,800,377 shares of
     common stock for which the Company's Board of Directors shares voting and
     dispositive power with Interwest Group, Inc., Anschutz Company, and Philip
     F. Anschutz.

     As of February 1, 2001, the Company is not aware of any persons or entities
that beneficially own more than five percent of the Company's common stock other
than Douglas H. Hanson and Interwest Group, Inc., Anschutz Company, and Philip
F. Anschutz, as disclosed in the stockholder table above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     For a summary of certain transactions and relationships among the Company
and its associated entities, and among the directors, executive officers, and
stockholders of the Company and its associated entities, see Item 11 -
"Compensation Committee Interlocks and Insider Participation" and "Note 12.
Related Party Transactions" of the Notes to Consolidated Financial Statements.

                                       9
<PAGE>   11

                                   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, in the city of Denver,
state of Colorado, on April 30, 2001.

                                  INTERNET COMMERCE & COMMUNICATIONS, INC.
                                  a Delaware corporation

                                  By: /s/ Douglas H. Hanson
                                      ------------------------------------
                                  Name: Douglas H. Hanson
                                  Title: Chief Executive Officer, President, and
                                         Chairman of the Board of Directors
                                         (Principal Executive Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, report
has been signed below by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
NAME                                            TITLE                                         DATE
----                                            -----                                         ----

<S>                                             <C>                                           <C>
/s/ Douglas H. Hanson                           Chief Executive Officer, President,           April 30, 2001
-----------------------------------------       and Chairman of the Board of
           Douglas H. Hanson                    Directors (Principal Executive,
                                                Financial, and Accounting Officer)

/s/ Lewis H. Silverberg                         Director                                      April 30, 2001
-----------------------------------------
          Lewis H. Silverberg

                                                Director                                      April 30, 2001
-----------------------------------------
               D.D. Hock

/s/ Robert W. Grabowski                         Director                                      April 30, 2001
-----------------------------------------
          Robert W. Grabowski

/s/ Michael T. Victor                           Director                                      April 30, 2001
-----------------------------------------
           Michael T. Victor
</TABLE>

                                       10