<PAGE>   1
================================================================================

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

                                   FORM 10-QSB

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

                For the quarterly period ended December 31, 2000


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

             For the transition period from            to
                                            ----------    ----------

                          Commission File Number 0-8164

                                  APERIAN, INC.
          (Exact name of small business issuer as specified in charter)


                    DELAWARE                              74-2971167
    (State of incorporation or organization)        (IRS Employer I.D. No.)

       1121 EAST 7TH STREET AUSTIN, TEXAS                    78702
    (Address of principal executive offices)               (Zip Code)

                                  512-476-6925
                           (Issuer's telephone number)

Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 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 ( )

As of January 31, 2001 the Registrant had 13,509,954 shares of common stock
issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes (X) NO ( )

================================================================================

<PAGE>   2



                                 APERIAN, INC.
                                  FORM 10-QSB
                    FOR THE QUARTER ENDED DECEMBER 31, 2000

                                     INDEX

<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>                                                                                          <C>
PART I - FINANCIAL INFORMATION

         Item 1.           Consolidated Financial Statements (unaudited)                         3

         Item 2.           Management's Discussion and Analysis of Interim Financial
                           Condition and Results of Operations                                   9


PART II - OTHER INFORMATION

         Item 1.           Legal Proceedings                                                    16

         Item 2.           Changes in Securities and Use of Proceeds                            16

         Item 3.           Defaults upon Senior Securities                                      16

         Item 4.           Submission of Matters to a Vote of Security Holders                  16

         Item 5.           Other Information                                                    16

         Item 6.           Exhibits and Reports on Form 8-K                                     16

SIGNATURE PAGE                                                                                  18
</TABLE>


                                       2

<PAGE>   3



                          PART 1. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

APERIAN, INC.
CONSOLIDATED BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      December 31, 2000
                                                                                      ------------------
<S>                                                                                   <C>
ASSETS
    Current assets
        Cash and cash equivalents                                                     $       20,229,585
        Accounts receivable, net                                                               3,512,875
        Other current assets                                                                   1,025,154
                                                                                      ------------------
            Total current assets                                                              24,767,614
    Property, plant, and equipment, net                                                       33,010,348
    Goodwill, net                                                                              7,125,408
    Other assets                                                                                 412,690
                                                                                      ------------------
TOTAL ASSETS                                                                          $       65,316,060
                                                                                      ==================


LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities
        Accounts payable                                                              $          559,434
        Other accrued expenses                                                                 1,670,642
        Current portion of obligations under capital leases                                    1,902,226
                                                                                      ------------------
            Total current liabilities                                                          4,132,302

    Long-term liabilities
        Obligations under capital leases                                                       5,045,603
        Notes payable                                                                         20,490,747
        Deferred rent                                                                          1,210,059
                                                                                      ------------------
            Total long-term liabilities                                                       26,746,409

    Commitments and Contingencies                                                                     --
                                                                                      ------------------
       Total liabilities                                                                      30,878,711
                                                                                      ------------------

    Stockholders' equity
        Common stock at $.01 par value; 75,000,000 authorized, 13,509,954
            shares (excluding 1,695 shares held in treasury) issued and outstanding              135,099
        Additional paid-in-capital                                                           106,460,676
        Accumulated deficit                                                                  (72,158,426)
                                                                                      ------------------
            Total stockholders' equity                                                        34,437,349
                                                                                      ------------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $       65,316,060
                                                                                      ==================
</TABLE>



The accompanying notes are an integral part of these financial statements

                                       3

<PAGE>   4

APERIAN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Three months ended                Nine months ended
                                                                        December 31,                      December 31,
                                                                    2000            1999            2000            1999
                                                                ------------    ------------    ------------    ------------
<S>                                                             <C>             <C>                <C>          <C>
Revenues                                                        $  3,033,722    $    278,455       5,749,279    $  1,168,458
Cost of revenues                                                   4,067,591         453,622       8,179,213       1,266,351
                                                                ------------    ------------    ------------    ------------
          Gross margin (deficit)                                  (1,033,869)       (175,167)     (2,429,934)        (97,893)

Operating expenses:
     Sales and marketing                                           4,729,531       1,097,574       7,645,102       2,282,377
     General and administrative                                    7,547,178       1,751,460      16,311,835       4,869,752
     Amortization of goodwill                                        290,656              --         528,639              --
                                                                ------------    ------------    ------------    ------------
          Total operating expenses                                12,567,365       2,849,034      24,485,576       7,152,129
                                                                ------------    ------------    ------------    ------------

Operating loss                                                   (13,601,234)     (3,024,201)    (26,915,510)     (7,250,022)

Interest (income) expense, net                                       139,197         769,284        (744,660)      1,028,626
                                                                ------------    ------------    ------------    ------------

Net loss                                                        $(13,740,431)   $ (3,793,485)   $(26,170,850)   $ (8,278,648)
                                                                ============    ============    ============    ============

Preferred stock dividends and stock discounts                             --      (1,349,964)             --      (2,025,527)
                                                                ------------    ------------    ------------    ------------

Net loss to common stockholders                                 $(13,740,431)   $ (5,143,449)   $(26,170,850)   $(10,304,175)
                                                                ============    ============    ============    ============

Net loss per share
     Basic                                                      $      (1.04)   $      (0.66)   $      (2.08)   $      (1.43)
                                                                ============    ============    ============    ============

     Diluted                                                    $      (1.04)   $      (0.66)   $      (2.08)   $      (1.43)
                                                                ============    ============    ============    ============

Weighted average shares outstanding
     Basic                                                        13,196,028       7,818,538      12,608,665       7,217,662
                                                                ============    ============    ============    ============

     Diluted                                                      13,196,028       7,818,538      12,608,665       7,217,662
                                                                ============    ============    ============    ============
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>   5



APERIAN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       Nine months ended
                                                                                         September 30,
                                                                                       2000           1999
                                                                                   ------------    -----------
<S>                                                                                <C>             <C>
Cash flows from operating activities:
      Net loss                                                                     $(26,170,850)   $(8,278,648)
      Adjustments to reconcile net loss to net cash used in operating
           activities:
           Depreciation and amortization expense                                      3,378,141        295,677
           Amortization of debt discount                                                113,877        782,718
           Interest accretion on notes payable                                          402,500             --
           Loss on disposal of property, plant and equipment                             40,926        169,715
           Amortization of deferred rent                                                500,559        144,120
           Restricted common stock and options issued for compensation                   (8,322)     1,051,610
          Other                                                                          (2,608)            --
      Changes in operating assets and liabilities:
           Accounts receivable                                                       (2,669,447)       152,286
           Other receivables - advances                                                 208,845        (15,708)
           Other current assets                                                        (588,544)      (133,745)
           Other assets                                                                (172,407)            --
           Accounts payable                                                          (5,894,420)      (262,175)
           Other accrued expenses                                                       179,699         42,715
                                                                                   ------------    -----------
                     Net cash used in operating activities                          (30,682,051)    (6,051,435)
                                                                                   ------------    -----------

Cash flows from investing activities:
           Purchase of property, plant, and equipment                               (23,984,270)      (833,546)
           Proceeds from sale of property, plant, and equipment                          20,985             --
           Businesses acquired, net of cash received                                   (117,181)            --
                                                                                   ------------    -----------
                     Net cash used in investing activities                          (24,080,466)      (833,546)
                                                                                   ------------    -----------

Cash flows from financing activities:
           Net draws (payments) on bank line of credit                                       --       (200,000)
           Payments on obligations under capital leases                                (744,373)       (89,814)
           Payments on notes payable                                                   (606,500)      (109,643)
           Proceeds - equipment financings                                            6,327,020             --
           Proceeds - notes payable                                                  20,000,000      1,907,830
           Proceeds - private placement of preferred stock, net of offering costs            --        526,800
           Proceeds - exercise of warrants                                              528,000        210,865
           Proceeds - exercise of stock options                                         228,846             --
           Proceeds - shareholder notes receivable                                      500,000             --
           Proceeds - issuance of common stock                                               --      4,859,175
                                                                                   ------------    -----------
                     Net cash provided by financing activities                       26,232,993      7,105,213
                                                                                   ------------    -----------

                     Net change in cash and cash equivalents                        (28,529,524)       220,232

Cash and cash equivalents at beginning of period                                     48,759,109          8,471
                                                                                   ------------    -----------

Cash and cash equivalents at end of period                                         $ 20,229,585    $   228,703
                                                                                   ============    ===========
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                       5

<PAGE>   6



APERIAN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Nine months ended
                                                                               December 31,
                                                                            2000           1999
                                                                        -----------    -----------
<S>                                                                    <C>            <C>
Supplemental disclosure:
              Cash paid during the period for:
                   Interest                                             $   422,383    $   237,597
                                                                        ===========    ===========


Supplemental schedule of non-cash investing and financing activities;
              Common stock issued for:
                   Compensation                                         $        --    $ 1,051,610
                   Preferred stock dividends                                     --         81,339
              Discount on preferred and common stock issued                      --      1,944,188
              Stock options or warrants issued for:
                   Placement agent fees                                          --        236,400
                   Debt issuance fees                                            --        937,657
              Acquisition of OuterNet:
                   Assets acquired                                          692,582             --
                   Liabilities assumed                                     (752,056)            --
                   Common stock issued                                   (7,120,000)            --
                   Goodwill recorded                                      7,179,474             --
              Acquisition of Infinity:
                   Assets acquired                                          444,391             --
                   Liabilities assumed                                      838,963             --
                   Cash paid                                                 80,000             --
                   Goodwill recorded                                        474,572             --
</TABLE>




The accompanying notes are an integral part of these financial statements.

                                       6

<PAGE>   7



APERIAN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 (UNAUDITED)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Basis of presentation

    The accompanying unaudited interim financial statements have been prepared
in accordance with generally accepted accounting principals and the rules of the
Securities and Exchange Commission (the SEC), and should be read in conjunction
with the audited financial statements and notes thereto contained in the
Company's latest annual Report filed with the SEC on Form 10-KSB, as amended. In
the opinion of management all adjustments, consisting of normal recurring
adjustments, necessary for the fair presentation of financial position and
results of operations for the interim periods presented have been reflected
herein. The results of operations are not necessarily indicative of the results
to be expected for the full year. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for the year ended March 31, 2000, as reported in the Form 10-KSB
have been omitted.

    Comprehensive Income

    There are no differences between net loss and comprehensive loss for the
nine months ended December 31, 2000 or 1999.

    Recent Accounting Pronouncements

    In March 2000, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB Opinion No. 25. The Interpretation will
be applied prospectively to new awards, modifications to outstanding awards, and
changes in employee status on or after July 1, 2000, except as follows: (i)
requirements related to the definition of an employee apply to new awards
granted after December 15, 1998; (ii) modifications that directly or indirectly
reduce the exercise price of an award apply to modifications made after December
15, 1998; and (iii) modifications to add a reload feature to an award apply to
modifications made after January 12, 2000. The Company is evaluating the effect
the application of the Interpretation will have on the financial statements.

    In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 (SAB 101), Revenue Recognition, which
summarizes some of the SEC staff's views in applying generally accepted
accounting principles to revenue recognition in financial statements. In June,
2000, the SEC changed the effective date of SAB 101 to require adoption of SAB
101 by the fourth quarter of the first fiscal year beginning after December 15,
1999. As a result, we expect to adopt the new guidance as a change in accounting
principle effective April 1, 2001. We will change our method of recognizing
revenue on set up fees to defer the revenue and recognize it over the initial
term of the contracts with our customers, generally one to two years. The change
in accounting method will be accounted for as a cumulative effect adjustment,
which will result in (a) the financial information for the quarters of fiscal
2001 prior to adoption of SAB 101 being restated and (b) the cumulative effect
adjustment being reflected in the first quarter of the year of adoption of SAB
101. As a result of the cumulative effect adjustment, revenue that has
previously been recognized in our financial statements will be amortized to
income in financial reporting periods subsequent to the period of adoption of
SAB 101. The Company has not completed its assessment but does not expect that
the adoption of SAB 101 will have a material effect on our consolidated results
of operations or financial position.

    Reorganization

    On September 11, 2000, the articles of incorporation of our predecessor, MSI
Holdings, Inc. ("MSI") were amended to provide that each three shares of common
stock then outstanding would be combined into one share of


                                       7

<PAGE>   8
common stock. On that same day, MSI merged into Aperian, Inc., a Delaware
corporation and wholly owned subsidiary of MSI. The effects of the stock
combination and merger on holders of common stock, including differences between
the laws of Utah and Delaware and the charter documents of MSI and Aperian, were
described in our Proxy Statement dated August 17, 2000. All references to us or
the Company prior to September 11, 2000 are references to MSI. All common share
amounts have been adjusted to reflect the stock combination.

    Reclassification

    Certain reclassifications have been made in the prior period financial
statements to conform to the current period presentation.

2.  NOTES PAYABLE

    On August 7, 2000, the Company and Hewlett-Packard Company ("HP") entered
into a financing arrangement under which HP has agreed, subject to the
fulfillment of certain conditions, to lend up to $40 million to the Company. The
loans, which are evidenced by a convertible secured promissory note (the
"Note"), will bear interest, payable quarterly, at the rate of 10.5% per annum.
Principal will be due on August 3, 2004. Under the Note, the Company is required
to use at least 50% of the proceeds of the borrowings to purchase HP products,
support and services. The remainder may be used for other corporate purposes.
The Note will be secured by security interests in the HP equipment and other
equipment acquired by the Company with the proceeds of the loans. At HP's option
the Note is convertible into the Company's common stock at a price of $25.00,
after giving effect to the stock combination. In connection with the financing,
HP is to be a preferred provider of products and services for the Company's data
centers. During September 2000, the Company borrowed $10 million under this
financing arrangement. During November 2000, the Company borrowed an additional
$10 million under this financing arrangement. Future borrowings are subject to
conditions relating to the financial performance of the Company; thus,
availability of additional borrowings is subject to uncertainty.

                                       8

<PAGE>   9

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

    This quarterly report on Form 10-QSB contains forward-looking statements,
which reflect the Company's current views with respect to future events and
financial performance. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or those anticipated. Words used in this report such as
"believe", "anticipate", "expect", "may", "will" and similar expressions are
intended to identify forward-looking statements but are not the exclusive means
of identifying such statements. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forward-looking statements. The Company does not undertake any
obligation to update or revise these forward-looking statements to reflect any
future events or circumstances. Readers are urged to carefully review and
consider the various disclosures made by the Company in this report, including
those under the section entitled "RISK FACTORS THAT MAY AFFECT OUR FUTURE
RESULTS" which consist primarily of a brief discussion of certain risks which
are in their entirety forward-looking statements, and those included in the
Company's other reports previously filed with the commission, including the
disclosures in the "RISK FACTORS THAT MAY AFFECT OUR FUTURE RESULTS" section
appearing in the Form 10-KSB for the fiscal year ended March 31, 2000.

    The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with (i) the financial
statements and accompanying notes appearing in this Quarterly Report, and (ii)
the Company's financial statements and accompanying notes appearing in the
Company's Form 10-KSB for the fiscal year ended March 31, 2000, as filed with
the Commission.

DESCRIPTION OF NEW OPERATIONS

    During fiscal year 2000 the Company exited the relatively mature low margin
legacy business of office network connectivity and systems integration, and
entered into the high growth business of Internet connectivity, web-hosting and
infrastructure outsourcing. Web-hosting services are among the fastest-growing
segments of the Internet services sector. For example, The GartnerGroup
forecasts that the market will grow from $2.8 billion this year to $9.3 billion
in revenues by 2004. As a result of our transition we have undergone a virtually
complete change of management and employee personnel. Fundamentally, this is a
capital and people intensive service business, which requires that a substantial
investment be made over an extended period prior to turning cash flow positive.

    We provide our Internet Services from our Internet Data Centers ("IDC")
located in Austin, Texas, Dallas, Texas Tampa, Florida, and Atlanta, Georgia.
Our fifth data center in Phoenix, Arizona opened in November 2000. Each of these
IDCs is directly connected to Genuity's and MCI WorldCom's UUNet ("UUNet")
worldwide fiber optic networks. Both the Genuity and UUNet backbones are among
the largest and most technologically sophisticated fiber optic Internet
backbones in the United States. We are able to leverage Genuity's and UUNet's
proprietary network routing protocols to optimize the efficiency and reliability
of our Direct Optical Co-location Connection ("DOCC(tm)") infrastructure.

    Our objective is to be a leading broadband Internet infrastructure provider
("IIP") to businesses with significant Internet applications, Internet service
providers ("ISPs") and application service providers ("ASPs"). Our focus is to
provide a complete infrastructure solution set to mid-market customers seeking
to outsource their content and data management needs.

    Our current business of providing Internet infrastructure and managed
services requires that we provide the latest technology and work personally with
our customers to tailor solutions for their individual needs. As a result, our
business is both capital and personnel intensive. There is, moreover, a
significant lead-time from when we incur expenses and hire personnel to build
and manage new facilities and the time revenues are generated. Thus, expansion
through construction of new facilities requires continued access to significant
additional capital.

                                       9

<PAGE>   10

    During the second quarter we reevaluated our near term plans in view of the
significant tightening of capital available to companies in our business. During
the near term our focus will be directed at decreasing our need for additional
capital and establishing our ability to function on a positive cash flow basis.
During this period we will focus on increasing revenues through expanding the
customer base and increasing value-added service offerings at our existing data
centers and controlling the growth of expenses. We intend to continue growth
through adding IDCs to the extent additional capital becomes available on
attractive terms, but until additional sources of outside capital are available,
we do not contemplate significant expenditures to build new data centers.

RESULTS OF OPERATIONS

    Revenues have increased each quarter since June 1999, when our first IDC in
Austin, Texas began operations. Quarter by quarter revenues is as follows:

<TABLE>
<CAPTION>

Internet Services revenue by quarter:
-------------------------------------
<S>                                                             <C>
Quarter ended June 30, 1999                                     $         9,077
Quarter ended September 30, 1999                                         85,650
Quarter ended December 31, 1999                                         278,455
Quarter ended March 31, 2000                                            583,554
Quarter ended June 30, 2000                                             909,445
Quarter ended September 30, 2000                                      1,806,112
Quarter ended December 31, 2000                                       3,033,722
</TABLE>

    Our revenues are principally derived from the following services: managed
infrastructure services, bandwidth, rack rental, equipment sales and leasing,
professional services and shared web hosting. Customers utilizing managed
infrastructure services, which represents the highest-margin segment of our
revenue mix, increased 93 percent over the previous quarter. During the third
quarter, Aperian booked new contracts having approximately $4 million in
estimated first year contract value, an increase of approximately 53% over the
previous quarter. The current customer mix is approximately 50%
enterprise/traditional versus 50% dot-com, compared to a 35%-65% mix in the
previous quarter.

    Gross margin for the quarter ended December 31, 2000 was negative $1.0
million. As a percent of revenue, the gross margin improved three percentage
points over the previous quarter, despite increased fixed costs associated with
opening the Atlanta and Phoenix IDCs and a higher mix of lower margin equipment
sales.

    Selling, general and administrative expenses for the quarter ended December
31, 2000 were approximately $12.6 million as compared to the approximate $7.9
million for the quarter ended September 30, 2000, representing an increase of
approximately $4.7 million for the third quarter. The increase was primarily
attributable to a national brand awareness campaign that utilized print, radio
and billboard media during the third quarter. The increase in salaries and
benefits of approximately $1.5 million was the result of expanding capacity and
our product offerings, including the opening of our Phoenix IDC. In addition, we
recorded a $1 million reserve for possible uncollectible receivables associated
with general market risks. The Company also recorded approximately $291,000 in
amortization of goodwill related to the acquisitions of OuterNet and Infinity
Interactive.

    Interest expense net of interest income recorded for the quarter ended
December 31, 2000, was $139,000. This compares to interest income of
approximately $380,000 for the quarter ended September 30, 2000. The drawdown of
$10 million in September 2000 and $10 million in November 2000 on the
Hewlett-Packard financing is principally the reason for the increase in interest
expense.

    While we expect to continue to incur net losses for the foreseeable future,
we expect these losses to decrease. We anticipate a continuing growth of
revenues and a decreased rate of growth of expenses as we focus near-term
efforts on growing the customer base and selling value-added service offerings
in our existing IDCs. We expect the effects of this focus to be felt during the
next several quarters as we slow the growth rate in many expense categories
while continuing to increase revenues from Internet

                                       10

<PAGE>   11

Services at our existing IDCs. The effect should increase during the fourth
quarter when we expect to begin to add revenues from Phoenix. In addition,
start-up expenses of the Phoenix IDC, and the costs of our national advertising
campaign to build brand awareness will decrease significantly from third quarter
levels. We also expect that revenues from professional services consulting, a
business we acquired from OuterNet and which we expect to play a key role in our
future growth, will begin to have a more significant effect on our results of
operations during the over the next several quarters.

LIQUIDITY AND CAPITAL RESOURCES

    We have experienced significant losses to date. While we intend during the
near term to decrease our need for additional outside capital by focusing on
adding customers and value added services at our existing data centers, we will
continue to use capital to fund internal cash needs for at least the next two
years, and significant capital to fund expansion beyond our existing data
centers will be necessary for long term growth.

    At December 31, 2000, our principal source of liquidity was approximately
$20.2 million in cash and cash equivalents. This cash was raised primarily
through various private placements of common stock through February 2000 with
the Company receiving net proceeds of $56.5 million. In addition, we have
received $20 million from the Hewlett-Packard financing. As of December 31,
2000, our current liabilities were approximately $4.1 million.

    Net cash used in operating activities for the nine months ended December 31,
2000 was approximately $30.7 million, primarily due to net losses, an increase
in accounts receivable and other current assets, and decreases of approximately
$5.7 million in accounts payable and accrued expenses. These amounts were offset
in part by depreciation and amortization expense, amortization of debt discount,
amortization of deferred rent, amortization of goodwill and decreases in other
receivables. This compares to net cash used in operating activities for the nine
months ended December 31, 1999 of approximately $6.1 million, which was
primarily due to net losses. Net cash used in operating activities is expected
to decrease significantly over the next several quarters as the revenues from
our existing data centers and professional services business are expected to
increase more rapidly than expenses. Many components of selling, general and
administrative expenses, including personnel related expenses, occupancy
expenses, professional fees and advertising and marketing expenses should grow
at significantly lower rates than the rate of growth of revenues.

    Net cash used in investing activities for the nine months ended December 31,
2000 was approximately $24.1 million, primarily due to capital expenditures for
the continued construction of IDCs. This compares to the net cash used by
investing activities for the nine months ended December 31, 1999 of
approximately $834,000, primarily due to capital expenditures for the
construction of our first IDC in Austin, Texas. Unless additional sources of
outside capital become available on attractive terms to fund the buildout of
additional IDCs, we expect cash used in investing activities to decrease
significantly now that we have completed the buildout of our Phoenix IDC in this
quarter.

    Net cash provided by financing activities for the nine months ended December
31, 2000 was approximately $26.2 million, primarily due to approximately $26.3
million of proceeds from equipment financing and a note with Hewlett-Packard.
Additional cash of approximately $1.3 million resulted from the exercise of
warrants, stock options and collection of a shareholder receivable. These
amounts were offset in part by approximately $1.4 million in repayments on notes
payable and capital leases.

    During the third quarter, we made significant expenditures in completion of
the buildout of our Phoenix IDC. Until additional sources of outside capital
become available, we do not contemplate significant additional expenditures to
build new IDCs. Over the next year at least, we expect continued need for
additional cash to fund our operations. We expect to finance these needs from
the cash described above and supplement that with additional financing through
lending institutions or strategic vendors. We believe our currently estimated
working capital and capital expenditure requirements over the next twelve months
can be met with existing cash and cash equivalents, cash from sales of services,
additional advances on existing credit facilities, and future equipment
financing lines of credit. Future borrowings on the Hewlett-Packard financing
arrangement are subject to

                                       11

<PAGE>   12


conditions relating to the financial performance of the Company; thus,
availability of additional borrowings is subject to uncertainty.

    Subsequent to December 31, 2000 we entered into a sale-leaseback agreement
with an energy services company on various assets within each of our IDCs. In
addition this agreement allows for the energy services company to supply funding
on certain IDC assets upon further data center expansion by us. The energy
services company will receive a contract to provide maintenance and monitoring
services for the assets they purchased in each of our IDCs.

    We used approximately $30.6 million in operations for the nine months ended
December 31, 2000, and have cash of approximately $20,2 million at December 31,
2000. Therefore, we may need additional financing in the near term. We intend to
seek additional financing, which may include the incurrence of indebtedness,
additional public or private equity offerings or an equity investment by a
strategic partner. Actual capital requirements may vary based upon the timing
and success of the expansion of our operations. Our capital requirements may
change based upon technological and competitive developments. In addition,
several factors may affect our capital requirements: demand for our services or
our anticipated cash flow from operations being less than expected; our
development plans or projections proving to be inaccurate; our engaging in
strategic transactions; or altering deployment of our network services or the
schedule of our expansion plan. There can be no assurance that financing will be
available in amounts or on terms acceptable to the Company, if at all. If we
cannot raise funds, if needed, on acceptable terms, we may not be able to
continue operations, develop or enhance our service offerings, grow market
share, take advantage of future opportunities or respond to competitive
pressures or unanticipated requirements, which could negatively impact our
business, operating results and financial condition.

RISK FACTORS THAT MAY AFFECT OUR FUTURE RESULTS

    In addition to the other information in this report, you should carefully
consider the following factors in evaluating our business and us. The
discussions in this report and in our reports filed with the SEC contain
forward-looking statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to a
difference in our actual results are discussed below. Additionally, further
discussion of these risk factors and other risks may be found in the
"Management's Discussion and Analysis of Financial Condition and Results
Operations" and "Business" sections of this report.

RISKS RELATED TO OUR BUSINESS

    Our forecasts are based on an unproven business model. If our model's
assumptions are not accurate we may fail to generate profits and may continue to
recognize losses.

    The success of our business model depends on the development of a market for
unproven products and services. We generate revenues by providing customers with
bandwidth and related services, relatively new products and services. Our
success relies on our products and services achieving wide acceptance in the
market at competitive prices. Because of the relative novelty of our products
and services, our business model is based on limited and uncertain information
about future demand and costs. The tightening of available capital for our
industry has made it important that we recognize increased revenues from
existing facilities and control the growth of our expenses until capital
conditions improve. We may not successfully address any or all of these
challenges. The failure to do so may seriously damage our business plan,
operating results, and our ability to raise additional capital that may be
necessary for growth beyond the near term.

    We have a history of losses and expect continuing losses. As a shareholder,
your investment may be lost if we fail to become profitable.

                                       12

<PAGE>   13

    To date, we have had limited revenues and have not shown a profit in our
operations. During fiscal 2000, our total revenues were $1.8 million of which
only $1 million came from our new Internet infrastructure business. Revenues for
the nine months ended December 31, 2000 were approximately $5.7 million, all of
which came from our Internet infrastructure business. Even with our recent
decision to change our near term focus from rapid buildout of additional IDCs to
increasing revenues from our existing IDCs, we expect our losses, which were
approximately $22.0 million in fiscal year 2000 and approximately $26.2 million
for the nine months ended December 31, 2000 to continue for the next several
quarters. We do not expect our operations to generate sufficient cash to fund
our costs for at least the next year, and we cannot be certain that our
operations will ever generate a positive cash flow. We cannot predict when
profitability might be achieved, if at all. If we are able to become profitable,
we may not be able to sustain it. If we are unable to obtain profitability or
sustain it, we may have to discontinue operations.

    Our ability to increase revenues depends on continued growth in the market
for business-related Internet management solutions and our ability to attract
additional customers.

    If we cannot retain or grow our customer base, we will not be able to
increase our sales and revenues or create economies of scale to offset our fixed
and operating costs. Our future growth depends on the willingness of businesses
to outsource the management of their mission-critical Internet operations and
our ability to market our services in a cost-effective manner. If this market
fails to develop, or develops more slowly than expected, or if our services do
not achieve market acceptance, our business would be adversely affected. A
softening of demand for Internet infrastructure services and information
technology and services caused by a weakening of the global economy in general
and the U.S. economy in particular may result in decreased revenues or slower
growth for us. Moreover, many of our customers are emerging growth companies
that may have negative cash flows, and there is the possibility that we will not
be able to collect receivables on a timely basis, if at all.

    We may be unable to manage complications that arise as the result of our
growth. Expansions may cost more than budgeted and not generate revenues as
quickly as anticipated.

    We have just completed building our fifth IDC in one year. Our IDCs span a
wide range of geographic regions. The build out or acquisition of IDCs remains a
key element of our long-term business strategy. Our past and future growth may
significantly strain our resources as the result of the increase in the number
of our employees, the number of operating IDCs and the more complex operating,
administrative and information management systems required. Many of the risks
associated with significant expansion projects are beyond our control and could
delay the build out of additional data centers. These risks include cost
estimation errors or overruns, equipment and material delays or shortages, and
the inability to obtain necessary permits on a timely basis, if at all. In
addition, there can be no assurance that revenues will be generated as quickly,
or in the amounts anticipated.

    You have limited information on which to evaluate us. Our future results may
vary significantly from our past performance.

    Since March 1999, we have changed the focus of our business from providing
hardware and systems integration services to providing a suite of high-speed
Internet access, data transport and networking services, co-location services
and web site hosting services. Because of our limited operating history in
providing our current product mix, there is limited operating and financial data
about our business for you to use in evaluating our performance or us.

    We have had recent changes in management. Our current management may be
unable to lead us into profitability.

    Many of our senior managers have been hired within the past year. We are
continuing to build a new management team. This team has not had the opportunity
to work together in the past. There is no assurance the new management team will
be able to successfully lead us into profitability.

                                       13

<PAGE>   14

    We will be unable to compete effectively if we are unable to attract and
retain key personnel.

    Our future success depends on highly qualified technical, sales, marketing
and customer service personnel. The industry in which we compete has a high
level of employee mobility and aggressive recruiting of skilled personnel. We
face intense competition for qualified personnel in software development,
network engineering and product management. If we are unable to attract and
retain qualified personnel, our ability to compete will be compromised.

    Our possible exposure to infringement claims may cause unexpected legal
expenses and divert management resources.

    Our management personnel were previously employees of other
telecommunications companies. Our management personnel may have had contracts
with the prior companies. In many cases, these individuals conduct activities
for us in areas similar to those in which they were involved before joining us.
As a result, our employees or we could be subject to allegations of violation of
trade secrets, breach of contract or unfair competition. These claims may
distract our management and employees from their duties and require reallocation
of our resources. Moreover, an unfavorable ruling may hinder our ability to use
technology we need to conduct our business. Liability and defense costs under
these claims could increase our expenses and adversely affect our ability to
compete.

    Our operations depend on our ability to maintain favorable relationships
with third party suppliers. We cannot assure the continuity of those
relationships.

    We have entered into several alliance and contractual agreements to utilize
third parties' infrastructures and networks for our products and services. We
are dependent on the continued availability of these infrastructures and
networks for our growth and development. If we are unable to maintain or replace
our relationships with our suppliers, we will be unable to provide the current
level of services to our customers. Our failure to consistently provide our
current levels of service could result in a reduction of our client base and
sales volume.

    System failures could disrupt our services and cause us to lose customers.

    Our target market is particularly sensitive to service failures. Service
failures may reduce or terminate the services we supply to our customers. Any
reduction or termination of our services could cause our customers to switch
their business to our competitors and may hinder our ability to obtain new
customers. Our system is vulnerable to damage from human error, power loss,
facility failures, fire, earthquake, floods, telecommunications failure,
break-ins, sabotage and vandalism. Moreover, we do not have a disaster recovery
plan, carry any business interruption insurance or have any secondary off-site
systems.

RISKS RELATED TO OUR INDUSTRY

    Our growth and performance may be hindered if the Internet use fails to
increase as predicted.

    Demand for our services could be reduced if the market for business-related
Internet solutions fails to develop further. Critical issues concerning the
commercial use of the Internet remain unresolved and may hinder the growth of
Internet use. These issues are particularly critical in the business sector --
our target market. If demand for our services fails to materialize at the
anticipated levels, our revenues will also fail to reach expectations.

    The market for our products and services is highly competitive, and we may
not be able to compete effectively.

    The market for our products and services is rapidly evolving. Our market is
also intensely competitive, partly due to relatively low barriers to entry. Many
of our competitors and potential competitors have longer operating

                                       14

<PAGE>   15

histories, greater name recognition and substantially greater financial,
technical and marketing resources than us. Moreover, our competitors may be able
to negotiate contracts with suppliers on more favorable terms than we can. Some
of these competitors may also provide products with some performance advantages
over our products. Given the fierce competition in our industry and our
comparatively limited resources, we may not be able to compete effectively.

    Our services are subject to uncertain government regulation. Changes in laws
or regulations could restrict the way we operate our business.

    We operate in an environment of unstable and evolving laws and regulations.
Changes in applicable laws or regulations could impact our operations and impact
our costs, service requirements and the scope of competition. Incumbent local
carriers are likely to pursue efforts to affect the applicable laws and
regulations in a manner that would be more favorable to them and that may be
against our interests. The likely means to affect the laws include litigation in
courts, administrative proceedings with the Federal Communications Commission
and state telecommunications regulators and lobbying the U.S. Congress. We may
choose to expend significant resources to participate in regulatory proceedings
at the federal or state level. The expenses associated with participating in and
complying with an evolving regulatory framework may increase our operating
expenses beyond expectations. Despite our possible expenditures, we cannot
assure any favorable results.

    Internet security concerns may hinder the development of electronic commerce
and demand for our products and services.

    A significant barrier to commerce and communications over the Internet has
been the need for the secure transmission of confidential information. Security
breaches or the inadvertent transmission of computer viruses could expose us to
litigation and possible liability. We may incur significant costs to protect
against the threat of security breaches or to alleviate problems caused by
breaches. A party who is able to penetrate our network security could misuse our
users' personal information and our users might sue us or bring claims against
us. If any well-publicized compromise of security occurs, Internet usage and the
demand for our services could decline.

                                       15

<PAGE>   16



                           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.

    None.

ITEM 5. OTHER INFORMATION.

    During the third quarter, Aperian implemented a retention plan under which
it granted restricted stock and additional stock options to approximately 140
employees throughout the organization to enable Aperian to retain its employees
and provide incentives under current market conditions. Under the plan
approximately 986,000 shares of restricted stock and approximately 1,400,000
stock options were granted through February 8, 2001.

    Effective January 9, 2001 and January 16, 2001, Stephen J. Metzger and Jack
C. Baum, respectively, resigned from the board of directors. Christopher
Brickler resigned as an Executive Vice President of the Company effective
February 1, 2001. Mr. Brickler will continue to advise Aperian as a consultant
and remains a director of the company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

    (a) Exhibits.

        10.36.1    --     Robert J. Gibbs Employment Agreement dated  as of
                          October 30, 2000

        10.36.2    --     Robert J. Gibbs Amended and Restated Restricted Stock
                          Award dated as of October 30, 2000

        10.37.1    --     Wayne A. Irwin Employment Agreement dated as of
                          October 30, 2000

        10.37.2    --     Wayne A. Irwin Amended and Restated Restricted Stock
                          Award dated as of October 30, 2000

        10.38      --     Form of Amended and Restated Stock Award dated as of
                          October 30, 2000 between Aperian and certain officers

        10.39.1    --     Separation Agreement dated as of January 16, 2001
                          between Aperian and Christopher Brickler

        10.39.2    --     Advisory Agreement effective February 1, 2001 between
                          Aperian and Christopher Brickler

                                       16

<PAGE>   17

    (b) Reports on Form 8-K.

         None

                                       17

<PAGE>   18



                                   SIGNATURES

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

                                        APERIAN, INC.

              Date: February 14, 2001   By:  /s/ Robert J. Gibbs
                                            ------------------------------------
                                                 Robert J. Gibbs, Chairman and
                                                 Chief Executive Officer


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

<TABLE>
<CAPTION>
Signature                            Title                         Date
---------                            -----                         ----
<S>                                  <C>                          <C>
/s/ Robert J. Gibbs                  Chairman and                  February 14, 2001
----------------------------         Chief Executive Officer
     Robert J. Gibbs

/s/ Douglas W. Banister              Chief Financial Officer       February 14, 2001
----------------------------
     Douglas W. Banister

/s/ Elizabeth Montoya                Controller                    February 14, 2001
----------------------------
     Elizabeth Montoya
</TABLE>



                                       18

<PAGE>   19

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
        EXHIBIT
        NUMBER            DESCRIPTION
        -------           -----------
<S>               <C>     <C>
        10.36.1    --     Robert J. Gibbs Employment Agreement dated as of
                          October 30, 2000

        10.36.2    --     Robert J. Gibbs Amended and Restated Restricted Stock
                          Award dated as of October 30, 2000

        10.37.1    --     Wayne A. Irwin Employment Agreement dated as of
                          October 30, 2000

        10.37.2    --     Wayne A. Irwin Amended and Restated Restricted Stock
                          Award dated as of October 30, 2000

        10.38      --     Form of Amended and Restated Stock Award dated as of
                          October 30, 2000 between Aperian and certain officers

        10.39.1    --     Separation Agreement dated as of January 16, 2001
                          between Aperian and Christopher Brickler

        10.39.2    --     Advisory Agreement effective February 1, 2001 between
                          Aperian and Christopher Brickler
</TABLE>