<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A

(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
                                      --------------------------------
       OR

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

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


       Commission File No. 0-96763
                           -------

                               Portal Net Limited
                     --------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

     British Virgin Islands                              N/A
---------------------------------                  -----------------
 (State or other jurisdiction                         (IRS Employer
of incorporation or organization)                  Identification No.)


                           Room 1806, Hutchison House
                            10 Harcourt Road, Central
                                    Hong Kong
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (852) 2802-3638
                    -----------------------------------------
                           (Issuer's telephone number)


                                 Not Applicable
--------------------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
      last report.)

         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                        No      X
                            --------                   ---------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date:

                    5,000,000 common stock, $.0001 par value
                    ----------------------------------------


          Transitional Small Business Disclosure Format (check one).

                        Yes                        No      X
                            --------                   ---------
<PAGE>   2


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and pursuant to the rules and regulations of the Securities
and Exchange Commission. While these statements reflect all normal recurring
adjustments which are, in the opinion of management, necessary for fair
presentation of the results of the interim period, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the financial statements included in the Company's registration statement filed
on Form 20-F on November 11, 1999, as amended on February 10, 2000, February 11,
2000 and further amended on June 30, 2000.

                               Portal Net Limited
                          (a development stage company)
                       BALANCE SHEET AS OF MARCH 31, 1999


<TABLE>
<CAPTION>
                                                   September 30,       March 31,
                                                      1999               2000
                                                     Unaudited         Unaudited
                                                   ------------        ----------
<S>                                                <C>                 <C>
                          Assets
 Current assets
  Cash and cash equivalents                           $ 5,000           $  5,000
                                                      -------           --------
  Total current assets                                $ 5,000           $  5,000
                                                      =======           ========
 capital assets                                           -0-                -0-

 Other assets                                             -0-                -0-

  Excess of purchase paid over book values                -0-                -0-
  Security deposits                                       -0-                -0-
                                                      -------           --------
  Total other assets                                      -0-                -0-
                                                      -------           --------
  Total assets                                        $ 5,000           $  5,000
                                                      =======           ========

</TABLE>
<PAGE>   3
<TABLE>
<S>                                                   <C>               <C>

            Liability and Stockholders' Equity

 Current liabilities

  Accounts payable and accrued expenses               $ 8,680           $ 13,060
                                                      -------           --------
  Total liabilities                                   $ 8,680           $ 13,060
                                                      =======           ========
 Stockholders' equity

Class A stock-$.0001 par value,
authorized 400,000,000 shares
The number of Class A shares outstanding
at March 31, 2000 was 5,000,000                           500                500

Class B stock-$.0001 par value,
authorized 100,000,000 shares
The number of Class B shares outstanding
at March 31, 2000 was 0                                     0                  0

  Additional paid in capital                            4,500              4,500
  Accumulated deficit during development stage         (8,680)           (13,060)
                                                      -------           --------
  Total stockholders' equity                          $(3,680)          $ (8,060)
                                                      -------           --------

Total liabilities and stockholders' equity              5,000              5,000
                                                      =======           ========
</TABLE>


                               Portal Net Limited
                          (a development stage company)
                      CONSOLIDATED STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>

                                     For the               For the
                                     period between        period between
                                     September 30,         September 15,
                                     1999 to               2000 to
                                     March 31, 2000        March 31, 2000
                                     Unaudited             Unaudited
                                     --------------        --------------
<S>                                  <C>                   <C>
Income                               $      -0-            $      -0-
Costs of goods sold                         -0-                   -0-
                                     ----------            ----------
Gross profit operations:                    -0-                   -0-
 General and administration          $   (8,060)           $   (8,060)
 Depreciation and amortization              -0-                   -0-
                                     ----------            ----------
Total expense                        $   (8,060)           $   (8,060)

Net Profit (Loss) from
  operations                         $   (8,060)           $   (8,060)

Net income (Loss) per
 share-basic                               0.09 cents            0.09 cents

Total number of
 shares outstanding                   5,000,000             5,000,000
</TABLE>
<PAGE>   4

                               Portal Net Limited
                          (a development stage company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                           For the                  For the
                                                                           period between           period between
                                                                           September 30,            September 15,
                                                                           1999 to                  1999 to
                                                                           March 31, 2000           March 31, 2000
                                                                           Unaudited                Unaudited
                                                                           --------------           --------------
   <S>                                                                     <C>                      <C>
   Cash Flows from Operating Activities
    Net profit (loss)                                                        $(8,060)                 $  (8,060)
    Increase in accrued liabilities                                            8,060                      8,060
    Depreciation and amortization                                                  0                          0
    Non-cash transactions
    officer loans                                                                  0                          0
    Total Cash Flows from Operations                                               0                          0

   Cash Flows from Financing Activities
    Sale of stock                                                                  0                          0
    Total Cash Flows from Financing Activities                                     0                          0

   Cash Flows from Investing Activities
    Capital assets                                                                 0                          0
    Loan receivable
    Security deposit                                                               0                          0
    Total Cash Flows from Investing Activities                                     0                          0

   Net Increase (Decrease) in Cash                                                 0                          0
   Cash Balance Beginning of Period                                          $ 5,000                     $5,000

   Cash Balance End of Period                                                $ 5,000                     $5,000
</TABLE>


NOTES TO FINANCIAL STATEMENTS: METHOD OF PRESENTATION

The Company has been a development stage enterprise since its incorporation on
September 15, 1999 and for the three months ended March 31, 2000. During this
period, management devoted the majority of its efforts to registering with the
Securities and Exchange Commission pursuant to Sections 12(b) or (g) of the
Securities Exchange Act of 1934 (the "Exchange Act"). Management does not have
planned operations other than it anticipates that the Company will remain a
development stage enterprise until such time as it registers with the Securities
and Exchange Commission.

The Company operates on a fiscal year ending September 30.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

1.   Forward-Looking Statements

     The statements contained in this Report on Form 10-QSB that are not
     historical facts are forward-looking statements (as such term is defined in
     the Private Securities Litigation Reform Act of 1995) that involve risks
     and uncertainties. Such forward-looking statements may be identified by,
     among other things, the use of forward-looking terminology such as
     "believes," "expects," "may," " should" or "anticipates" or the negative
     thereof or other variations thereon or comparable terminology, or by
     discussions of strategy that involve risks and uncertainties. From time to
     time, the Company or its representatives have made or may make
     forward-looking statements, orally or in writing. Such forward-looking
     statements may be included in various filings made by the Company with the
     Securities and Exchange Commission (the "SEC"), or press releases or oral
     statements made by or with the approval of an authorized executive officer
     of the Company. These forward-looking statements, such as statements
     regarding anticipated future revenues, capital expenditures, Year 2000
     compliance and other statements regarding matters that are not historical
     facts, involve predictions. The Company's actual results, performance or
     achievements could

<PAGE>   5

         differ materially from the results expressed in, or implied by, these
         forward-looking statements. Potential risks and uncertainties that
         could affect the Company's future operating results include, but are
         not limited to: (i) economic conditions, including economic conditions
         related to entry into any new business venture; (ii) the availability
         of equipment from the Company's vendors at current prices and levels;
         (iii) the intense competition in the markets for the Company's new
         products and services; (iv) the Company's ability to integrate acquired
         companies and businesses in a cost-effective manner; (v) the Company's
         ability to effectively implement its branding strategy; and (vi) the
         Company's ability to develop, market, provide, and achieve market
         acceptance of new service offerings to new and existing clients.

2.       Development stage activities.

                  The Company has been a development stage enterprise since its
         incorporation on September 15, 1999 and for the three months ended
         March 31, 2000. During this period, management had devoted the majority
         of its efforts to registering with the Securities and Exchange
         Commission pursuant to Sections 12(b) or (g) of the Exchange Act. The
         Company has incurred liabilities in the amount of $13,060 through March
         31, 2000. These additional liabilities are owed to the Company's
         outside legal counsel for the performance of services. Outside legal
         counsel provided legal advice relating to the formation of the Company
         and the finalization of its registration statement with the Securities
         and Exchange Commission. The Company expects additional legal fees of
         at least $2,000 will be due and payable in the next fiscal quarter. The
         Company has not yet generated sufficient revenues during its limited
         history to fund its expenses.

                  The Company operates on a fiscal year ending September 30.

3.       (a) Results of operations for the period from December 31, 1999 through
         March 31, 2000

                  For the quarterly period from December 31, 1999 through March
         31, 2000, the Company generated net sales of approximately $-0-.

                  The Company's gross profit on sales was approximately -0-% for
         the quarterly period from December 31, 1999 through March 31, 2000.

                  The Company incurred expenses totaling approximately $4,380
         for the quarterly period from December 31, 1999 through March 31, 2000.

         (b) Results of operations for the period from September 30, 1999
         through March 31, 2000

                  For the six-month period from September 30, 1999 through March
         31, 2000, the Company generated net sales of approximately $-0-.

                  The Company's gross profit on sales was approximately -0-% for
         the six-month period from September 30, 1999 through March 31, 2000.

                  The Company incurred expenses totaling approximately $8,060
         for the six-month period from September 30, 1999 through March 31,
         2000.

         (c) Results of operations for the period from September 15, 1999
         through March 31, 2000

                  For the period from September 15, 1999 through March 31, 2000,
         the Company generated net sales of approximately $-0-.

                  The Company's gross profit on sales was approximately $-0-%
         for the period from September 15, 1999 through March 31, 2000.

                  The Company incurred expenses totaling approximately $8,060
         for the period from September 15, 1999 through March 31, 2000.

4.       Liquidity and capital resources.

                  The Company has maintained its liquidity of $5,000 from a cash
         balance at the Company's incorporation. The Company has been funded
         through the process of selling shares of common stock in a private
         placement aggregating $5,000.

                  The Company did not expend any funds from September 30, 1999
         through March 31, 2000. The Company has, however, incurred expenses and
         additional liabilities totaling $8,060 from September 30, 1999 through
         March 31, 2000.

                  The accompanying financial statements have been prepared on a
         going concern basis, which contemplates the realization of assets and
         the satisfaction of liabilities in the normal course of business. The
         Company


<PAGE>   6
         incurred net losses of $8,060 for the period from September 30, 1999 to
         March 31, 2000. These factors indicate that the Company's continuation
         as a going concern is dependent upon its ability to obtain adequate
         financing. The Company will require substantial additional funds to
         finance its business activities on an ongoing basis and will have a
         continuing long-term need to obtain additional financing. The Company
         plans to engage in such ongoing financing efforts on a continuing
         basis.

                              RESULTS OF OPERATIONS

                           PART II - OTHER INFORMATION


   Item 1. Legal Proceedings

     None.

   Item 2. Changes in Securities

     None.

   Item 3. Defaults Upon Senior Securities

     None.

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

    None.

   Item 5. Other Information

    None.

   Item 6. Exhibits and Reports on Form 8-K

         The Company did not file a report on Form 8-K during the three months
ended March 31, 2000.

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.

                                        Portal Net Limited
                                        (Registrant)

   Date: August 17, 2000                By:  /s/ Kevin Sheung Wai Chan
                                           -----------------------------------
                                           Director

                                        By:  /s/ Silas Sheung Kwan Chan
                                           -----------------------------------
                                           Director and Secretary