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



                                   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,  2001
                                                            --------------------

[ ]     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, 2001:
                  7,589,669  SHARES OF COMMON STOCK (ONE CLASS)
                  ---------------------------------------------

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


<PAGE>
                         CYBER MERCHANTS EXCHANGE, INC.
                                D.B.A. C-Me.Com

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


                                                                            PAGE
                                                                            ----
PART I  - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . .   3

     ITEM 1.  FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .   3

          Balance Sheet as of June 30, 2000 and March 31, 2001 (unaudited)   3

          Statement of Operations for the Three and Nine Months
          Ended March 31, 2001 and 2000 (unaudited). . . . . . . . . . . .   4

          Statement of Cash Flows for the Nine Months Ended
          March 31, 2001 and 2000 (unaudited). . . . . . . . . . . . . . .   5

          Notes to Financial Statements (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 6.  EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . .  13

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14


                                        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,
                                                                       2000          2001
                                                                   ------------  ------------
                                                                    (Unaudited)  (Unaudited)
<S>                                                                <C>           <C>
ASSETS

Current assets:
  Cash and cash equivalents                                        $ 1,274,395   $    81,015
  Certificates of deposit                                            3,900,000     3,787,385
  Stock subscription receivable                                      1,481,240             -
  Accounts receivable, net of allowance for doubtful accounts of
     $5,990 and $2,590 as of June 30, 2000 and March 31, 2001,
     respectively                                                       54,693        27,218
  Accounts receivable - other                                                -         5,325
  Accrued interest                                                           -        25,446
  Prepaid expenses                                                       5,367             -
                                                                   ------------  ------------

Total current assets                                                 6,715,695     3,926,389

Furniture, fixtures and equipment, net                                  63,937        76,682

Investments in overseas joint ventures (Note 3)                        (49,573)      623,269
Investment in ABNet (Note 4)                                         1,000,000       874,828
Other assets                                                             3,619         7,222
                                                                   ------------  ------------

Total assets                                                       $ 7,733,678   $ 5,508,390
                                                                   ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accrued expenses                                                 $   691,114   $    73,308
                                                                   ------------  ------------

Total current liabilities                                              691,114        73,308
                                                                   ------------  ------------

Commitments and contingency (Note 6)
Shareholders' equity: (Note 5)
  Common stock, no par value; 40,000,000 shares authorized;
    7,589,669 and 7,589,669 shares issued and outstanding            8,550,777    10,032,017
  Additional paid-in capital                                         3,332,827     3,575,225
  Common stock subscribed                                            1,481,240             -
  Unearned stock compensation                                       (1,180,196)     (643,872)
  Accumulated deficit                                               (5,142,084)   (7,528,288)
                                                                   ------------  ------------

Total shareholders' equity                                           7,042,564     5,435,082
                                                                   ------------  ------------

Total liabilities and shareholders' equity                         $ 7,733,678   $ 5,508,390
                                                                   ============  ============
</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,
                                        --------------------------  --------------------------
                                            2000          2001          2000          2001
                                        ============  ============  ============  ============
                                         (Unaudited)   (Unaudited)   (Unaudited)    (Unaudited)
Revenues:
<S>                                     <C>           <C>           <C>           <C>
  Subscribers' fees                     $     8,120   $     1,435   $    49,795   $    29,629
  Transaction fees                                -         5,712             -         5,712
                                        ------------  ------------  ------------  ------------

  Net revenues                                8,120         7,147        49,795        35,341
                                        ------------  ------------  ------------  ------------

Operating costs and expenses:
  General and administrative expenses       347,151       508,117       774,125     1,701,262
  Stock-based compensation                        -       259,848             -       778,721
                                        ------------  ------------  ------------  ------------

  Operating losses                         (339,031)     (760,818)     (724,330)   (2,444,642)
                                        ------------  ------------  ------------  ------------

Other income (expenses):
  Interest income, net                       13,950        63,369        61,574       225,245
  Equity in loss of C-ME/Taiwan             (17,670)      (23,436)      (17,670)     (108,270)
  Equity in loss of E-SEA                         -       (60,755)            -       (73,370)
  Equity in loss of GP.com                        -       (45,083)            -       (95,517)
  Other income (expense)                     (1,029)        1,757        (7,803)      (14,477)
  Amortization of negative
     goodwill                                     -        83,333             -       249,999
  Write-down on investments in ABNet              -       (20,662)            -      (125,172)
                                        ------------  ------------  ------------  ------------

Net loss                                $  (343,780)  $  (762,295)     (668,229)  $(2,386,204)
                                        ============  ============  ============  ============

Basic and diluted net loss per share    $     (0.06)  $     (0.10)  $     (0.11)  $     (0.31)
                                        ============  ============  ============  ============

Weighted-average number of common
   shares outstanding                     6,219,327     7,589,669     6,162,605     7,589,669
                                        ============  ============  ============  ============
</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,
                                                                                --------------------------
                                                                                    2000          2001
                                                                                ------------  ------------
                                                                                 (Unaudited) (Unaudited)
<S>                                                                             <C>           <C>
Cash flows from operating activities:
  Net loss                                                                      $  (688,229)  $(2,386,204)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                    26,144        36,839
    Gain from amortization of negative goodwill                                           -      (249,999)
    Stock compensation expense                                                            -       778,722
    Loss on investments                                                              17,670       402,329
    Stock subscription receivables                                                   96,984             -
    Changes in current assets and liabilities:
      Accounts receivable                                                          (320,145)       22,150
      Interest receivable                                                                 -       (25,446)
      Deposits and others                                                           (21,476)        1,764
      Accounts payable and accrued expenses                                        (214,522)     (617,806)
      Deferred revenue                                                                  (85)            -
                                                                                ------------  ------------

Net cash used in operating activities                                            (1,103,659)   (2,037,651)
                                                                                ------------  ------------

Cash flows from investing activities:
  Purchase of office equipment                                                      (52,506)      (49,584)
  Proceeds from maturity of certificates of deposit                                 400,200       112,615
  Investment in GP.com                                                                    -      (600,000)
  Investment in E-SEA                                                                     -      (100,000)
  Investment in ABNet                                                            (1,000,000)            -
                                                                                ------------  ------------

Net cash provided by (used in) investing activities                                (652,306)     (636,969)
                                                                                ------------  ------------

Cash flows from financing activities:
  Proceeds from stock subscribed and exercise of stock options                        6,000     1,481,240
  Proceeds from bank borrowings                                                     299,834             -
  Proceeds from issuance of common stock                                            999,980             -
                                                                                ------------  ------------

Net cash provided by financing activities                                         1,305,814     1,481,240
                                                                                ------------  ------------

Net increase (decrease) in cash and cash equivalents                               (450,151)   (1,193,380)

Cash and cash equivalents, beginning of period                                      595,265     1,274,395
                                                                                ------------  ------------

Cash and cash equivalents, end of period                                        $   145,114   $    81,015
                                                                                ============  ============
</TABLE>

                 See accompanying notes to financial statements


                                        5
<PAGE>
                         CYBER MERCHANTS EXCHANGE, INC.
                                D.B.A. C-Me.Com


                        NOTES TO THE 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 retailers
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 vendors and international manufacturers
that  would  like  to  sell  directly  to  large  U.S.  retailers by joining and
utilizing  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.

Starting  January  1,  2001,  the  Company began to execute transactions between
vendors  and  retailers  (buyers)  who  are using the Company's ISN. The Company
charged buyers in a way similar to cost plus/mark-up and reported the difference
between  the  selling price and the cost of the merchandise as a transaction fee
on  the  statement  of  operations.

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 of the information and
footnotes  required  by  generally  accepted  accounting principles for complete
financial statements.  In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included.  Operating results for the nine-month period ended March 31, 2001
are  not necessarily indicative of the results that may be expected for the year
ending  June  30,  2001.  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,  2000.


                                        6
<PAGE>
                         CYBER MERCHANTS EXCHANGE, INC.
                                D.B.A. C-Me.Com

                        NOTES TO THE FINANCIAL STATEMENTS

NOTE  3  -  INVESTMENTS  IN  OVERSEAS  JOINT  VENTURES

During the quarter ended March 31, 2001, the Company amortized negative goodwill
of  $25,000,  $25,000,  and  $33,333  for   C-ME/Taiwan,   E-SEA,  and   GP.com,
respectively,  based  on the straight-line method over the estimated useful life
of three years. Using the equity accounting method, the Company picked up equity
in  loss  of  joint  ventures  by  $23,436 in C-ME/Taiwan, $60,755 in E-SEA, and
$45,083  in  GP.com,  respectively.

As  of March 31, 2001, the investment in respective joint ventures is summarized
as  follows:

<TABLE>
<CAPTION>
                                  C-ME/Taiwan     E-SEA       GP.com        Total
=====================================================================================
<S>                              <C>            <C>         <C>          <C>

Investment                       $    300,000   $ 400,000   $1,000,000   $ 1,700,000
Negative goodwill                    (300,000)   (300,000)    (400,000)   (1,000,000)
Amortization of negative
  goodwill                            100,000      75,000       99,999       274,999
Equity in loss of joint venture      (182,843)    (73,370)     (95,517)     (351,730)
-------------------------------------------------------------------------------------
Net investment                   $    (82,843)   $101,630   $  604,482   $   623,269
=====================================================================================
</TABLE>

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
recognition  of revenue and determined that it was more appropriate to recognize
this  amount  over the life of the software sold.  The effect of the restatement
was  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.

NOTE  4  -  INVESTMENT  IN  ABNET

During the quarter ended March 31, 2001 the Company took a write down of $19,862
for  its  investment  in  ABNet.

NOTE  5  -  TRANSACTION  IN  SHAREHOLDERS'  EQUITY

In  May 2000,the Company conducted a private placement to issue 1,255,900 shares
of  its  common  stock at $4.878 per share.  The offering was closed on June 30,
2000  with  net  proceeds  of $5,186,959, netting issuance expenses of $939,377.
Among  the net proceeds of $5,186,959, $1,475,240 was received on July 30, 2000.
During  the  three-month  period  ended September 30, 2000, the Company received
proceeds  of  $6,000  from  options  exercised.

During  the  three-month  period ended September 30, 2000, the Company granted a
total  of 335,596 options under the 1999 Option Plan to employees, officers, and
non-employees.  The  exercise  prices  of  options  granted  vary and range from
$4.878  to $6.080.  The Company applies APB Opinion No. 25 "Accounting for Stock
Issued  to  Employees"  and  related interpretations in accounting for its stock
option  plans.  As a result, the Company recognized a total compensation expense
of $239,615 for options granted to employees.  Based on their respective vesting
terms this amount will be amortized over two years with $119,540 being amortized
the  first  year  and  $120,076  being  amortized  the  second  year.


                                        7
<PAGE>
                         CYBER MERCHANTS EXCHANGE, INC.
                                D.B.A. C-Me.Com

                        NOTES TO THE FINANCIAL STATEMENTS


NOTE  5  -  TRANSACTION  IN  SHAREHOLDERS'  EQUITY  (CONTINUED)

During  the  three-month  period  ended December 31, 2000, the Company granted a
total  of  17,420 options under its 1999 Option Plan to employees, officers, and
non-employees.  The  exercise  prices  of  options  granted  vary and range from
$4.910  to $5.190.  The Company applies APB Opinion No. 25 "Accounting for Stock
Issued  to  Employees"  and  related interpretations in accounting for its stock
options plans.  As a result, the Company recognized a total compensation expense
of  $2,782 amortized over 3 years, which related to employees and non-employees.
During  the  quarter  ended  March  31, 2001, the Company recognized $259,849 in
stock  based  compensation  expense.

NOTE  6  -  COMMITMENTS  AND  CONTINGENCIES

As  disclosed  in  the  Company's Form 10-KSB, dated June 30, 2000, and filed on
September  29,  2000,  the  Company  was  named  as  a  co-defendant, along with
Burlington  Coat Factory, in a lawsuit brought by Stanley Rosner, an individual,
in  an  action  in the Supreme Court of the State of New York, Nassau County. To
date,  the Company has not received notice of the proposed transfer of venue and
has  not  filed  its responsive papers or otherwise moved against the complaint.


                                        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   ended  March  31,  2001.   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  are  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,  2000.  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.

STATUS  OF  OPERATIONS

The  Company's  current  business  model  focuses  on  the  retailer and forming
strategic  retail  relationships.  In  addition,  the  Company  is  aggressively
pursuing the establishment of international sourcing offices. This international
expansion  will  help  complement  the strategic retailer relationships that the
Company  anticipates attracting through the execution of its business model. The
Company  plans  to utilize the marketing power of its retail partners to attract
vendors  worldwide.

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  allow  manufacturers  to  sell  directly  to  U.S.  retailers.

ACCUMULATED  LOSSES

From  its inception in 1996 through March 31, 2001, the Company has generated an
accumulated deficit of $7,528,288. Since its inception, the Company has incurred
substantial  costs  towards the following: to develop its technology; to create,
introduce  and  enhance  its  sourcing  solution;  to  establish  marketing  and
distribution  relationships;  to  recruit and train a sales and marketing group;
and  to  build  an  administrative organization. The Company's prospects must be
considered  in  light  of  its operating history, and of the risks, expenses and
difficulties  frequently  encountered  by  companies  in  their  early  stage of
operations,  particularly  companies  in  new,  unproved  and  rapidly  evolving
markets.  The  limited  operating history of the Company makes the prediction of
future results of operations difficult or impossible and therefore, there can be
no  assurance  that  the Company will grow or that it will be able to achieve or
sustain  profitability.  The  Company's  success depends to a significant degree
upon  the  Company's ability to raise additional capital, and upon the continued
contributions  of  key  management,  sales,  marketing,  and  finance personnel,


                                        9
<PAGE>
                         CYBER MERCHANTS EXCHANGE, INC.
                                D.B.A. C-Me.Com

certain  of whom would be difficult to replace.  The loss of the services of any
of  the key personnel or the inability to attract or retain qualified management
and other personnel in the future, or delays in hiring required personnel, could
have  a  material adverse effect on the Company's business, operating results or
financial  condition.  Also,  the  Company's  success is highly dependent on its
ability to execute in a timely manner its new sales and marketing plan, of which
no  assurance  can  be  made.

RESULTS  OF  OPERATION

THREE  MONTHS  ENDED  MARCH  31,  2001  AND  2000

REVENUE

Total  operating  revenues  for  three  months ended March 31, 2001 decreased to
$7,147, decreasing by $973 from $8,120, a 12% decrease, for the same period last
year  with  revenue  consisting of subscribers' fees and transaction fees earned
from  the  facilitating  of  transactions  between overseas sellers and domestic
buyers.

The  Company is in the process of generating revenues from fees paid by domestic
and  global vendors who subscribe to the ISN, and transaction fees to be paid by
the  retailers  on  overseas  purchases  through the Company's operating system.

The March 31, 2000 financial statements have been revised to restate the revenue
recognized by the Company during the period covered by this report, as discussed
in  Note  3  to  the  financial  statements,  which  is  incorporated  herein by
reference.

OPERATING  COSTS  AND  EXPENSES

General  and  administrative expenses increased by $160,966, or 46%, to $508,117
for  the three months ended March 31, 2001, as compared to $347,151 for the same
period  last  year.  The  increase  in  general  and  administrative expenses is
primarily  due  to the increase in payroll and professional consulting expenses.
Payroll  expenses  increased  by $143,749 to $312,228 for the three months ended
March  31, 2001 as compared to $168,479 for the same period last year, due to an
increase  in  full  time  employees.  Professional  fees increased by $16,200 to
$48,161 for the three months ended March 31, 2001 as compared to $31,961 for the
same  period  last  year,  due  to  an  increase in fees paid to consultants and
professionals  for  accounting,  legal  and  other  professional  services.

The  Company  recognized  stock  compensation   expense  of   $259,848  for  the
three-month  ended  March  31,  2001.  Of  the  $259,848, $824 came from options
granted  in  the  second quarter of fiscal year 2001, the remaining $259,024 was
due  to amortization of unearned stock compensation recognized in prior periods.


                                       10
<PAGE>
                         CYBER MERCHANTS EXCHANGE, INC.
                                D.B.A. C-Me.Com

NET  LOSS

The Company recorded a net loss of $762,295 for the three months ended March 31,
2001, a $418,515 increase in net loss, as compared to a net loss of $343,780 for
the  same  period last year.  The increase in net loss is attributable to a $973
decrease in revenue compared to a $419,488 increase in operating costs and other
expenses.  Loss per share as of March 31, 2001 was $0.10 as compared to $0.06 as
of  March  31, 2000 due to an increase in net loss and increase in the number of
outstanding  shares  of  common  stock.

NINE  MONTHS  ENDED  MARCH  31,  2001  AND  2000

REVENUE

Total  operating  revenues  for  nine  months  ended March 31, 2001 decreased to
$35,341,  decreasing  by  $14,454 from $49,795, or 29%, for the same period last
year  with  revenue consisting of subscribers' fees and transaction fees earned.
The decrease in operating revenue was due to a decrease in number of subscribers
to  C-ME.com's  software.

The  Company is in the process of generating revenues from fees paid by domestic
and  global vendors who subscribe to the ISN, and transaction fees to be paid by
the  retailers  on  overseas  purchases  through the Company's operating system.

OPERATING  COSTS  AND  EXPENSES

General  and   administrative  expenses  increased  by  $927,137,  or  120%,  to
$1,701,262 for the nine months ended March 31, 2001, as compared to $774,125 for
the  same  period last year. The increase in general and administrative expenses
is  primarily  due  to  the  increase  in  payroll  and  professional consulting
expenses. Payroll expenses increased by $705,389 to $919,227 for the nine months
ended  March 31, 2001 as compared to $213,838 for the same period last year, due
to  an  increase in full time employees. Professional fees increased by $246,578
to  $318,962 for the nine months ended March 31, 2001 as compared to $72,384 for
the  same  period  last year, due to an increase in fees paid to consultants and
professionals  for  accounting,  legal  and  other  professional  services.

The  Company  recognized  stock  compensation  expense  of $778,721 for the nine
months  ended  March  31,  2001.

NET  LOSS

The  Company  recorded  a net loss of $2,386,204 for the nine months ended March
31,  2001,  a  $1,717,975  increase  in  net  loss, as compared to a net loss of
$668,229 for the same period last year.  Loss per share as of March 31, 2001 was
$0.31  as  compared to $0.11 as of March 31, 2000 due to an increase in net loss
and  increase  in  the  number  of  outstanding  shares  of  common  stock.


                                       11
<PAGE>
                         CYBER MERCHANTS EXCHANGE, INC.
                                D.B.A. C-Me.Com

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company's cash balances and certificates of deposit decreased by $1,305,995
from  $5,174,395  as  of  the 12 months ended June 30, 2000, to $3,868,400 as of
March  31,  2001.  This decrease in cash balances and certificates of deposit is
primarily  due  to  the  Company's  expansion  and  losses  from  operations.

Management  estimates  the  current monthly cash "burn rate" to be approximately
$136,000  per  month.  The  Company believes it has sufficient cash resources to
operate  its  business  over  the  next  twelve  months.  Depending  on  market
acceptance  of  the  Company's  current  business  model,  the Company may raise
additional  funds,  either  debt  or  equity,  to  augment  future growth of the
business.

On February 16, 2001, the Company entered into a line of credit agreement with a
bank  to  establish a $900,000 revolving line of credit.  Borrowings are secured
by  a  $1,100,000  time  certificate of deposit at the bank.  The line of credit
will  expire  on  August  17,  2001.  The Company has this revolving credit line
available  for  general  working  capital  purposes.  As  of March 31, 2001, the
Company  had  no  borrowing  under  this  facility.

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.  Management may decide to raise
additional capital through the issuance of additional debt or equity securities,
prior  to  achieving  positive  cash  flows  from  operations.

In  July 2000, the Company injected $600,000 into Global Purchasing Dotcom, Inc.
(GP.com)  for  a  50%  equity  interest and $100,000 into E-SouthEast Asia, Inc.
(E-SEA)  for  a  40%  equity  interest.

The  Company  plans  to utilize a combination of internally generated funds from
operations,  potential  debt  and/or  equity  financings to fund its longer-term
growth  over  a  period  of  two  to  five  years.  The  availability  of future
financings  will  depend  on  market  conditions.

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 plans
to fully support the ISN and the Company's investments in systems infrastructure
and  staffing.

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  each  foreign  operation  is  the local
currency.  The  carrying  value  of the Company's investments in the Pacific Rim
are  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.


                                       12
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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,
2000.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits

None.

(b)  Reports  on  8-K

A report on Form 8-K dated January 31, 2001 was filed by the Company on February
1,  2001 with the U.S. Securities and Exchange Commission.  The report contained
one  Item  5  Other  Events, which disclosed that Ms. Serena Kokjer-Greening had
relinquished  her  day-to-day responsibilities as Chief Operating Officer of the
Company.


                                       13
<PAGE>
                         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:  5/15/2001       /s/  Frank  S.  Yuan
----------------       -------------------------------------------------------
                       Frank  S.  Yuan,  Chairman,  Chief  Executive  Officer



Date:  5/15/2001       /s/ John  F.  Busey
----------------       -------------------------------------------------------
                       John F. Busey, President (Acting Chief Financial Officer)


                                       14
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