U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               AMENDMENT NO. 1 TO

                                  FORM 10-QSB

(Mark  One)

[X]     Quarterly  report  under  section 13 or 15(d) of the Securities Exchange
        Act  of  1934  for  the  quarterly  period  ended  March 31, 2000
                                                          ----------------

[ ]     Transition  report under section 13 or 15(d) of the Securities Exchange
        Act  of  1934  for  the  transition  period  from _______ to _______


Commission  file  number    001-15643
                         ---------------

                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM
                 ----------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          CALIFORNIA                                            95-4597370
          ----------                                            ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

              600 S. LAKE AVE. , SUITE 405, PASADENA, CA       91106
              ------------------------------------------     ----------
               (Address of principal executive offices)      (Zip Code)

                     Issuer's telephone number (626)793-5000
                                              --------------


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
                                                                        --    --

   Number of shares outstanding of the issuer's classes of common equity, as of
                                 March 31, 2000:
                  6,287,173  SHARES OF COMMON STOCK (ONE CLASS)
                  ---------------------------------------------

Transitional  Small  Business  Disclosure  Format:  Yes      No  X
                                                        ---     ---


<PAGE>

<TABLE>
<CAPTION>
                       CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

                                      TABLE OF CONTENTS
                                      -----------------

                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
PART I  - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

     ITEM 1.  FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
          Balance Sheet  (unaudited) as of June 30, 1999 and March 31, 2000. . . . . . .   3

          Statement of Operations (unaudited) for the Three and Nine Months
          Ended March 31, 2000 and 1999. . . . . . . . . . . . . . . . . . . . . . . . .   4

          Statement of Cash Flows (unaudited) for the Nine Months Ended March 31, 2000
          and 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

          Notes to Financial Statement  (unaudited). . . . . . . . . . . . . . . . . . .   6

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
     OPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

     ITEM 1.  LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

     ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS. . . . . . . . . . . . . . . . .  13

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . .  13

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
</TABLE>



                                        2
<PAGE>

<TABLE>
<CAPTION>
                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 BALANCE SHEET

                                                                      June 30,     March 31,
                                                                        1999         2000
                                                                    ------------  ------------
                                                                                  (Unaudited)
                                                                                   (Restated)
<S>                                                                 <C>           <C>
ASSETS

Current assets:
    Cash and cash equivalents                                       $   595,265   $   145,114
    Certificates of deposit                                           1,500,200     1,100,000
    Stock subscription receivable                                        96,984             -
    Accounts receivable, net of allowance for doubtful accounts of
     $5,990 and $2,590                                                    8,150        28,295
    Account receivable - related party                                        -       300,000
                                                                    ------------  ------------
Total current assets                                                  2,200,599     1,573,409

Furniture, fixtures and equipment, net                                   38,540        64,902
Investment in C-ME/Taiwan                                                     -       (17,670)
Investment in ABNet                                                           -     1,000,000
Other assets                                                              3,143        24,619
                                                                    ------------  ------------
Total assets                                                        $ 2,242,282   $ 2,645,260
                                                                    ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Bank borrowings                                                 $         -   $   299,834
    Accounts payable and accrued expenses                               230,139        15,617
    Deferred revenue                                                      3,510         3,425
                                                                    ------------  ------------
Total current liabilities                                               233,649       318,876
                                                                    ------------  ------------

Commitments and contingencies

Shareholders' equity:
    Common stock, no par value; 40,000,000 shares authorized;
        6,003,170 and 6,287,173 shares issued and outstanding         3,169,034     4,839,038
    Additional paid-in capital                                           30,000        30,000
    Common stock subscribed                                             664,024             -
    Accumulated deficit                                              (1,854,425)   (2,542,654)
                                                                    ------------  ------------

Total shareholders' equity                                            2,008,633     2,326,384
                                                                    ------------  ------------

Total liabilities and shareholders' equity                          $ 2,242,282   $ 2,645,260
                                                                    ============  ============
</TABLE>


                 See accompanying notes to financial statements.

                                        3
<PAGE>

<TABLE>
<CAPTION>
                                     CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

                                              STATEMENT  OF  OPERATIONS


                                               Three Months Ended          Nine Months Ended
                                                    March 31,                 March 31,
                                          --------------------------  --------------------------
                                              1999          2000          1999         2000
                                          ------------  ------------  ------------  ------------
                                          (Unaudited)    (Unaudited)  (Unaudited)   (Unaudited)
                                                         (Restated)                  (Restated)
<S>                                       <C>           <C>           <C>           <C>
Revenues:
    Subscribers' fees                     $     9,105   $     8,120   $    40,584   $    49,795
                                          ------------  ------------  ------------  ------------

Operating costs and expenses:
    Cost of revenue                            24,850        50,892        85,210       103,483
    General and administrative expenses       144,948       296,259       353,828       670,642
                                          ------------  ------------  ------------  ------------

    Operating gain(loss)                     (160,693)     (339,031)     (398,454)     (724,330)
                                          ------------  ------------  ------------  ------------

Other income (expenses):
    Interest income, net                          419        13,950         8,984        61,574
    Loss on investment of C-ME / Taiwan             -       (17,670)            -       (17,670)
    Other expenses                                  -        (1,029)            -        (7,803)
                                          ------------  ------------  ------------  ------------

Loss before income taxes                     (160,274)     (343,780)     (389,469)     (688,229)
Income taxes                                        -             -             -             -
                                          ------------  ------------  ------------  ------------

Net loss                                  $  (160,274)  $  (343,780)  $  (389,469)  $  (688,229)
                                          ============  ============  ============  ============

Basic and diluted net loss per share      $     (0.03)  $     (0.06)  $     (0.07)  $     (0.11)
                                          ============  ============  ============  ============

Weighted-average shares used in
    computation of net loss per share       5,750,000     6,219,327      5,750,000    6,162,605
                                          ============  ============  ============  ============
</TABLE>


                 See accompanying notes to financial statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>
                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM
                            STATEMENT OF CASH FLOWS
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT


                                                               Nine Months Ended
                                                                   March 31,
                                                           --------------------------
                                                               1999          2000
                                                           ------------  ------------
                                                           (Unaudited)    (Unaudited)
                                                                          (Restated)
<S>                                                        <C>           <C>

Cash flows from operating activities:
    Net loss                                               $  (389,469)   $ (688,229)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation and amortization                           23,823        26,144
        Loss on Investment in C-Me.com Taiwan                        -        17,670
        Stock Subscription receivables                               -        96,984
        Changes in current assets and liabilities:
            Accounts receivable                                      -      (320,145)
            Deposits and others                                      -       (21,476)
        Accounts Payable and accrued expenses                        -      (214,522)
        Deferred Revenue                                        (3,965)          (85)
                                                           ------------  ------------

Net cash used in operating activities                         (364,025)   (1,103,659)
                                                           ------------  ------------

Cash flows from investing activities:
    Purchase of office equipment                                     -       (52,506)
    Proceeds from maturity of certificates of deposit          300,000       400,200
    Investment in ABNet                                              -    (1,000,000)
                                                           ------------  ------------

Net cash provided by (used in) investing activities            300,000      (652,306)
                                                           ------------  ------------

Cash flows from financing activities:
    Proceeds from bank borrowings                                    -       299,834
    Proceeds from exercised stock option                             -         6,000
    Proceeds from issuance of common stock                           -       999,980
                                                           ------------  ------------

Net cash provided by financing activities                            -     1,305,814
                                                           ------------  ------------

Net increase (decrease) in cash and cash equivalents           (64,025)     (450,151)

Cash and cash equivalents, beginning of period                  81,636       595,265
                                                           ------------  ------------

Cash and cash equivalents, end of period                   $    17,611   $   145,114
                                                           ============  ============
</TABLE>


                 See accompanying notes to financial statements


                                        5
<PAGE>
                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1  -  ORGANIZATION  AND  BUSINESS

Cyber  Merchants Exchange, Inc. d.b.a. C-ME.com (the "Company" or "C-ME.com") is
a business-to-business e-commerce company serving the worldwide retail industry.
C-ME.com,  a  California  corporation,  was  formed  in  July  1996.

The  Company provides its customers with an Internet-based communications system
that enables retailers and vendors to conduct negotiations and to electronically
facilitate  the  sourcing, and the purchase and sale, of merchandise on a global
basis. Using C-ME.com's proprietary software, the Company maintains a secure yet
open electronic network that enables retailers to conduct on-line communications
and  transactions  with  their vendors. The front-end communications and trading
process  is  generally  referred  to  in the retail industry as "sourcing." High
volumes  of  product  and  transaction  data are exchanged between retailers and
their vendors in order for buy-sell transactions to be initiated, negotiated and
consummated.  This  critical  sourcing  process typically requires a substantial
amount  of  time  and  attention  from both the retail merchandise buyer and the
salesperson  of  a  vendor. The Company's related software products and services
are  designed  to  make  this sourcing function substantially more effective and
efficient.

C-ME.com's value lies in its intermediary abilities; specifically in its ability
to create an information pipeline for the retail industry.  The Company believes
its  virtual  pipeline  can  eliminate  cost, redundancy, and system integration
barriers  now  faced  by  retailers,  and  expedite  the  flow of usable product
information  to  retailer  from  vendors who will benefit from its low cost, low
technology,  real  time feedback communication system. By providing the retailer
with  direct  access  to  foreign  vendors, the Company can support its existing
retail  partnerships  and attract new retailers to join.  C-ME.com's strategy is
to  set-up  joint  ventures.  Each  joint  venture will set up multiple sourcing
offices within their region to market to vendors and international manufacturers
that  would  like  to  sell directly to large U.S. retailers to join and utilize
C-ME.com's  Internet  Sourcing  Networks  (ISN's).  By  establishing  localized
merchandise  sourcing  offices,  C-ME.com is fulfilling its mission of being the
retailers'  global sourcing solution by making international commerce convenient
and feasible for many manufacturers who know how to make quality products but do
not  have  technological  knowledge  or  Internet  access.

NOTE  2  -  BASIS  OF  PRESENTATION

The  accompanying unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting  principles  for  interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation  S-X.  Accordingly,  they  do  not  include  all  the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial statements.  In the opinion of management, all adjustments (consisting
of  normal  recurring  adjustments) considered necessary for a fair presentation
have  been included.  Operating results for the nine months ended March 31, 2000
are  not necessarily indicative of the results that may be expected for the year
ending  June  30,  2000.  For  further  information,  refer  to the consolidated
financial  statements  and  footnotes  thereto  included in the Company's annual
report  on  Form  10-KSB  for  the  year  ended  June  30,  1999.


                                        6
<PAGE>
                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

NOTE  3  -  INVESTMENT  IN  ABNET  (A  RELATED  PARTY  TRANSACTION)

On  February  9,  2000,  the  Company conducted a Regulation S offering to raise
funds  of  $1  million  by  issuing  111,000 shares of common stock at $9.01 per
share.  The sole investor was ABNet Technology Co., Ltd. (ABNet), a Taiwan-based
company.  After  receiving the proceeds of approximately $1 million, the Company
invested  this  $1 million into ABNet in exchange for 1,500,000 shares of common
stock  of  ABNet  at  NT$20  per share (US$1 = NT$30, approximately) in February
2000.   The   Company   purchased  1,500,000  shares  of  common  stock  through
participating in a private placement conducted by ABNet. As the Company's equity
interest  in  ABNet  is  below  20%  and  the  Company does not have significant
influence  on  the operations of ABNet, the Company accounts for this investment
under  the cost method. The Company will periodically review this investment and
write  the  carrying  value  down  if  there  is  any  impairment.

NOTE  4  -  INVESTMENT  IN  C-ME/TAIWAN  (A  RELATED  PARTY  TRANSACTION)

On  January 28, 2000, the Company entered into an agreement with ABNet  to  form
a  joint  venture  named  C-ME.com  Taiwan  (C-ME/Taiwan)  for  the  purpose  of
facilitating  the buying and selling between U.S.- based retailers and Taiwanese
manufacturers  and  exporters  based  in  Taiwan through the Company's web-based
communication  system.  The  Company invested $300,000 in cash in exchange for a
30%  equity  interest  in  C-ME.com  Taiwan.  ABNet  and  other Taiwan investors
invested $700,000 in cash, accounting for 70% of the equity interest in C-ME.com
Taiwan.  The  joint  venture purchased software from the Company right after the
formation  of  the joint venture for $300,000, which was received by the Company
subsequent  to March 31, 2000. In substance, the transaction involved the use of
a non-monetary asset in exchange for an equity interest in the joint venture. As
the  cost  of  the software on the Company's books was zero and the software was
recorded  at  estimated  fair  value  on  the joint venture's books, the Company
accounted  for  its  investment  under  the  equity  method  as  follows:

                                                              Amount
                                                            ----------

Investment in C-ME/Taiwan                                   $ 300,000
Negative goodwill                                            (300,000)
Equity in loss of the joint venture                           (17,670)
                                                            ----------
Net                                                         $ (17,670)
                                                            ==========

The  negative goodwill will be amortized over the estimated useful life of three
years  starting  from  April  1,  2000.

Previously  issued  financial  statements  for  the quarter ended March 31, 2000
reported  revenue  of  $210,000  resulting  from  the foregoing sale to C-ME.com
Taiwan,  rather  than  as  a  reduction of the Company's investment. This amount
represented the percentage of the joint venture not owned by the Company applied
to the sales amount. The Company subsequently changed its judgment regarding the
recognition  of revenue and determined that it was more appropriate to recognize
this  amount over the life of the software sold.  The effect of this restatement
is  to  increase the reported net loss by $210,000 and the net loss per share by
$0.04  and  $0.03  for  the  three  and nine month periods ended March 31, 2000.



                                        7
<PAGE>
                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

NOTE  5  -  BANK  BORROWINGS

On January 12, 2000, the Company entered into an line of credit agreement with a
bank  to establish a $600,000 revolving line of credit. Borrowings bear interest
at 6.56 % and are secured by a $700,000 time certificate of deposit at the bank.
The  line  of  credit  will  expire  on  January 2, 2001. At March 31, 2000, the
outstanding  balance  under the line of credit was $299,834 and was paid in full
on  April  10,  2000.

NOTE  6  -  EQUITY  TRANSACTIONS

In  July  1999,  the  Company  received cash proceeds of $664,024 from the stock
subscription agreements signed before June 30, 1999 and issued 158,000 shares of
common  stock  accordingly.

In February 2000, a total of 15,000 stock options were exercised and the Company
received  proceeds  of  $6,000  and  issued  15,000  shares  of its common stock
accordingly.

In  February  2000,  the  Company  conducted a Regulation S offering to raise $1
million  by  issuing 111,000 shares of its common stock at $9.01 per share.  The
sole  investor  was  ABNet,  a  Taiwan-based company.  See disclosure of related
party  transaction  at  Note  3.

NOTE  7  -  SUBSEQUENT  EVENTS

On  May  8, 2000, the Company signed a joint marketing and cooperation agreement
with Factory 2-U Stores.  The agreement makes the Company the exclusive provider
of  private  extranet merchandise sourcing for Factory 2-U, sets joint marketing
arrangements,  and  sets  a  new  Factory 2-U policy that all current and future
vendors  of Factory 2-U, as part of the cost of doing business, will be required
to  pay  the  Company  subscription fees in an amount equal to, at each vendor's
election,  either  $150/month  or 2.5% of all purchases by Factory 2-U from such
vendor.  The  agreement gives Factory 2-U Stores a 10%, five-year warrant on the
Company's outstanding common shares, exercisable at price to be determined based
on  the  Company next round of financing.  The warrant has standard registration
rights.

During  March  2000,  the  Company  signed  a  joint  venture  agreement with an
unrelated  party,  Vickem Group, a Thailand corporation, to form a joint venture
named  Ecommerce-SouthEast  Asia  (E-SEA). Under the agreement, the Company will
invest  $400,000  in  E-SEA  for  40%  equity  ownership.  E-SEA  has opened one
merchandise-sourcing office in Bangkok, Thailand and is intending to open one in
Manila,  Philippines by September 2000.  The joint venture agreement also allows
for  E-SEA  to  open  localized  sourcing offices in Vietnam, Cambodia and Burma
(Myanmar),  and  gives  E-SEA  the  right of first refusal on opening offices in
South  Korea.


                                        8
<PAGE>

                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

The following discussion of the financial condition and results of operations of
the  Company should be read in conjunction with the financial statements and the
related  notes thereto included elsewhere in this quarterly report for the three
months  and  nine  months  ended  March 31, 2000. This quarterly report contains
certain  forward-looking  statements  and the Company's future operating results
could  differ  materially  from  those  discussed  herein.  Certain   statements
contained  in  this Report, including, without limitation, statements containing
the  words  "believes,"  "anticipates,"  "expects"  and  the  like,   constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended.  Such  forward-looking  statements involve known and unknown risks,
uncertainties  and other factors which may cause the actual results, performance
or  achievements  of  the  Company  to  be  materially different from any future
results,  performance   or   achievements   expressed   or   implied   by   such
forward-looking  statements.  These factors include, but are not limited to, the
factors  discussed  in  more detail in the Risk Factors section of the Company's
Annual  Report  on  Form  10-KSB  for the fiscal year ended June 30, 1999. Given
these  uncertainties,  readers are cautioned not to place undue reliance on such
forward-looking  statements.  The Company disclaims any obligation to update any
such  factors  or  to  announce  publicly  the  results  of any revisions of the
forward-looking  statements  contained  or  incorporated  by reference herein to
reflect  future  events  or  developments.


INTRODUCTION

The  Company,  founded  in 1996, provides Internet-based e-commerce solutions to
streamline retailers' merchandise sourcing (front-end) activities. The Company's
primary  solution is the Internet Sourcing Networks ("ISN") -- private extranets
that  link  the Company's retail partners with their global merchandise vendors.
The  ISN  provides  retailers  with  a  desktop  solution  to reduce the cost of
front-end  merchandise sourcing activities while expanding the retailer's vendor
base. Other services include the Virtual Trade Show ("VTS") - a product showcase
that  allows  retail  buyers  to quickly search vendors' products, the Wholesale
Auction  Center  (planned  launch  to  be determined) - a forum which will allow
vendors to list closeouts, and odd lots in bulk quantity, designed to facilitate
sourcing for smaller retailers, jobbers and other buyers, and the Factory Outlet
Mall (planned launch to be determined), for manufacturers to sell goods directly
to  consumers  utilizing  a  full e-commerce package consisting of secure credit
card  transaction  processing  and  shopping  cart  functions.  Currently,  the
Company's  retail  partners  include  Factory  2-U  Stores  (NASDAQ:FTUS)  and
Burlington  Coat  Factory  (NYSE:BCF).

STATUS  OF  OPERATIONS

The  Company's  business  plan  focuses  on forming strategic relationships with
domestic  retailers  and  leveraging  their buying power to attract domestic and
international  vendors.  After  establishing  such  relationships,  the  Company
builds  and  maintains  an  ISN  for  the retailer at no cost.  The Company then
utilizes  the  marketing  power  of  its  retailer  to  gain  vendors, who pay a
subscription  fee in order to sell to the retailer over the ISN. In order to add
and  serve its domestic vendor subscribers, the Company is planning to add (at a
date  to  be  determined)  the  Wholesale Auction Center, and the Factory Outlet
Mall.


                                        9
<PAGE>
                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM


RETEX,  the  nation's largest retail technology buying consortium founded by ten
retailers,  including Barnes & Noble, The Gap, Brookstone, Charming Shoppes, Liz
Claiborne,  Trader Joe's, Musicland, General Nutrition Centers, has selected the
Company  as  its provider of choice for retail merchandise sourcing. An alliance
with  RETEX  brings  exposure to the Company and potential relationships between
its  more  than  2,000  new  retail  partners  and  the  Company.

The  Company  believes that by providing retailers with direct access to foreign
manufacturers,  it  can support its existing retail partnerships and attract new
retail  partners.  The  Company's  goal  is to aggregate manufacturers to create
efficiencies  for  both  foreign manufacturers and U.S. retailers. The Company's
strategy  is  to  partner  with  companies  in  other  countries  that  have the
connections,  capital  and  ability  to form joint ventures. These joint venture
corporations  will open multiple merchandise sourcing offices in many countries,
beginning  in  the  Pacific  Rim's  major  manufacturing  centers.  The  local
merchandise sourcing offices will be used to market access to the Company's ISNs
to  manufacturers  that  want  to  sell  directly  to  U.S.  retailers.

FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATION

THREE  MONTHS  ENDED  MARCH  31,  2000  AND  1999

The following discussion sets forth information for the three months ended March
31,  2000  compared with the three months ended March 31, 1999. This information
has  been  derived  from  unaudited  interim financial statements of the Company
contained  elsewhere  in  this  quarterly  report  and reflects, in management's
opinion,  all  adjustments,  consisting  only  of  normal recurring adjustments,
necessary  for  a  fair  presentation  of  the  results  of operations for these
periods.  Results  of  operations  for  any  interim  period are not necessarily
indicative  of  results  to  be  expected  from  the  full  fiscal  year.

NET  LOSS

The Company recorded a net loss of $343,780 for the three months ended March 31,
2000, a 115% increase in net loss, as compared to a net loss of $160,274 for the
same  period  last  year.  The increase in net loss was attributed to a $151,311
increase  in  general  and administrative expenses and a $26,042 increase in the
cost  of  revenue.  In  addition,  the  Company  incurred  a $17,760 loss on its
investment in C-ME/Taiwan. The financial statements have been revised to restate
the  revenue  recognized by the Company during the period covered by this report
as discussed in Note 4 to the financial statements, which is incorporated herein
by  reference.

OPERATING  REVENUE

Total operating revenues for three months ended March 31, 2000 decreased $985 to
$8,120,  a  10%  decrease,  with  revenue  consisting  of  subscribers'  fees.

OPERATING  COSTS  AND  EXPENSES

The  cost  of revenue increased by $26,042 to $50,892 for the three months ended
March 31, 2000, a 105% increase, as compared to $24,850 for the same period last
year.  The  increase in the cost of revenue was attributed to an increase in the
cost  of  additional  technical  personnel  to  service  customers.

General  and  administrative  expenses increased by $151,311 to $296,259 for the
three  month  ended March 31, 2000, a 104% increase, as compared to $144,948 for
the  same period last year.  The increase in general and administrative expenses
was  primarily  due  to  an  increase  of  administration  expenses as result of
personnel  additions  and  marketing  activities.


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                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

NINE  MONTHS  ENDED  MARCH  31,  2000  AND  1999


The  following discussion sets forth information for the nine months ended March
31,  2000  compared  with the nine months ended March 31, 1999. This information
has  been  derived  from  unaudited  interim financial statements of the Company
contained  elsewhere  in the quarterly report. This information, in management's
opinion,  includes  all  adjustments,  consisting  only  of  normal  recurring
adjustments,  necessary for a fair presentation of the results of operations for
these  periods. Results of operations for any interim period are not necessarily
indicative  of  results  to  be  expected  from  the  full  fiscal  year.


NET  LOSS

The  Company recorded a net loss of $688,229 for the nine months ended March 31,
2000,  a 77% increase, as compared to a net loss of $389,469 for the same period
last  year.  The  increase  in  net  loss  is primarily attributable to a $9,211
increase  in  operating  revenue  and a $335,087 increase in operating costs and
expenses.  In addition, the Company incurred a $17,670 loss on its investment in
C-ME/Taiwan.

OPERATING  REVENUE

Total  revenues  for  the  nine  months ended March 31, 2000 increased $9,211 to
$49,795,  a  23%  increase,  from  $40,584  for  the same period last year.  The
increase  in  operating  revenue  was  mainly due to an increase in subscriber's
fees.

OPERATING  COSTS  AND  EXPENSES

Cost  of  revenues increased $18,273 to $103,483 for the nine months ended March
31,  2000, a 21% increase, as compared to $85,210 for the same period last year.
The  majority  of  the increase of the cost of revenue represents an increase in
variable  costs.

General  and administrative expenses increased $316,814 to $670,642 for the nine
month ended March 31, 2000, a 90% increase, as compared to $353,828 for the same
period  last  year. The general and administrative expenses are primarily due to
increased  administrative  expenses  from  personnel  additions  and  marketing
expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company's  cash  balances and certificates of deposit decreased by $850,351
from  $2,095,465  as  of  nine months ended March 31, 1999, to  $1,245,114 as of
March  31,  2000.  This  decrease  in cash balances is primarily due to the cash
used  for  the  Company's  expansion  and  operating  activities.

Management  estimates  the monthly cash "burn rate" to be approximately $120,000
per  month.  As  of March 31, 2000 cash balances are approximately ten times the
current  estimated  monthly  burn  rate.

On  January  12,  2000,  the  Company  entered  into an agreement with a bank to
establish  a  $600,000  revolving  line  of  credit  agreement  with  the  bank.
Borrowings  bear  interest  at  6.56  %  and  are  secured  by  a  $700,000 time
certificate  of  deposit at the bank.  The line of credit will expire on January
2,  2001.  The Company's intent is to use this revolving credit line for working
capital  purposes.


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                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

Management  believes  that current cash balances and cash flows from operations,
if any, will be sufficient to meet present growth strategies and related working
capital  and  capital  expenditure  requirements  for  ten  months.  Without the
proceeds  from  future  offerings,  the  Company's  cash  resources would not be
sufficient  to  fund  the  operations  under  the current plan for more than ten
months.  The  current  business  plan proposes significant increases in spending
when  compared  to the historical expenditures. Management currently anticipates
the  need to raise additional capital through the issuance of additional debt or
equity  securities, prior to achieving positive cash flows from operations.  The
forecast  of  the period of time through which the Company's financial resources
will  be  adequate  to  support  operations  is a forward-looking statement that
involves  risks  and  uncertainties.  The actual funding requirements may differ
materially  from  this as a result of a number of factors including the plans to
fully  support  the  ISN,  the  launch of the WAC and the FOM, and the Company's
investments  in  systems  infrastructure  and staffing.  The Company may require
substantial  working  capital  to  fund  its  business  and it may need to raise
additional  capital  prior  to  this  time or thereafter.  The Company cannot be
certain  that  additional  funds  will  be  available on satisfactory terms when
needed,  if  at  all.  If  the  Company  is unable to raise additional necessary
capital  in  the  future,  it  may  be  required  to  curtail  its  operations
significantly.  Raising  additional  equity capital would have a dilutive effect
on  existing  stockholders.

The  Company  is  actively  seeking  equity  investments.  If  such  efforts are
unsuccessful,  the Company will need to reduce operating spending significantly,
which would materially and adversely affect the Company's business.  The Company
does  not  intend  to  pay  cash  dividends with respect to capital stock in the
foreseeable  future.

EFFECT  OF  FLUCTUATION  IN  FOREIGN  EXCHANGE  RATE

The Company's current joint ventures are located in countries outside the United
States.  The  functional  currency  for  this  foreign  operation  is  the local
currency.  The  carrying value of the Company's investments in Taiwan is subject
to  the  risk of foreign currency fluctuations.  Any dividends received from the
Company's  international joint ventures will also be subject to foreign exchange
risk.


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                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

Previously  reported  on  the  Company's Form 10-KSB for the year ended June 30,
1999  and filed with the Securities and Exchange Commission on October 13, 1999.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

RECENT  SALES  OF  UNREGISTERED  SECURITIES

In February 2000, the Company issued 111,000 shares of its common stock at $9.01
per  share  pursuant to a private placement for total proceeds to the Company of
$1  million.  The  offer  and  sale  were  exempt from registration  pursuant to
Regulation  S  and/or Rule 506 of Regulation D under the Securities Act of 1933,
as  amended.  The  sole  investor  was  ABNet,  a  Taiwan-based  company.  See
disclosure  of  related  party  transaction  at  Note  3.

During  the  period  ended  March  31, 2000, the Company issued 15,000 shares of
common stock pursuant to options exercised at $0.40 per share for total proceeds
to  the Company of $6,000. The sales of the shares were exempt from registration
under  Rule  506 of Regulation D and/or Section 4(2) under the Securities Act of
1933,  as  amended. The sales were made on exercise of grants by employees under
the  Company's  written  1996  and  1999 stock option plans, copies of which the
Company  has  provided  to  its  participants.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

Exhibit No.              Description
------------             ---------------

27.1                     Financial Data Schedule

(b)  Reports  on  Form  8-K

A  report  on  Form  8-K  dated  December  21,  1999 was filed by the Company on
February  10,  2000  with  the  Securities  and Exchange Commission.  The report
contained  two Item 5 Other Events: one disclosed the expansion of the Company's
Board  of Directors on February 4, 2000 and the other disclosed the execution of
a  joint  venture  agreement with Abest Technology Company, Ltd. on December 21,
1999.  The  partnership  with Abest Technology Company, Ltd. established a joint
venture  corporation  in  Taiwan  under  the  name  C-ME.com/Taiwan.  Under  the
agreement,  C-ME.com/Taiwan  will expand the Company's Internet Sourcing Network
into Taiwan by opening merchandise-sourcing offices in Taipei, Taichung City and
Kaohsiung.  No  financial  statements  were required or filed with the Form 8-K.



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                 CYBER MERCHANTS EXCHANGE, INC. D.B.A. C-ME.COM

                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.


CYBER  MERCHANTS  EXCHANGE,  INC.  d.b.a.  C-ME.com
(Registrant)


Date:  5/11/2001       /s/  Frank S. Yuan
----------------       ---------------------------------------------------------
                       Frank S. Yuan, Chairman, Chief Executive Officer



Date:  5/11/2001       /s/ John F. Busey
----------------       ---------------------------------------------------------
                       John F. Busey, President (Acting Chief Financial Officer)



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                                 EXHIBIT INDEX



Exhibit No.      Description
-----------      -----------

27.1             Financial Data Schedule



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