<PAGE>   1
                     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: June 30, 2000


         OR

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

                  For the transition period from              to



                  Commission File No. 0-96988

                               Net-Matrix 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
<PAGE>   2
         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date:

                                  10,000,000 common stock, $.0001 par value


         Transitional Small Business Disclosure Format (check one).

Yes                                               No     X
   -----------                                      -----------


                         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.

                               Net-Matrix Limited
                          (a development stage company)
                        BALANCE SHEET AS OF JUNE 30, 2000


<TABLE>
<CAPTION>
                                                         December 31,    June 30,
                                                             1999          2000
                                                           Unaudited     Unaudited
                                                           ---------     ---------
<S>                                                      <C>             <C>
  Assets
 Current assets
  Cash and cash equivalents                                $ 1,000       $ 1,000
                                                           -------       -------
  Total current assets                                     $ 1,000       $ 1,000
                                                           =======       =======
 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                                              $ 1,000       $ 1,000
                                                           =======       =======
</TABLE>
<PAGE>   3
<TABLE>
<S>                                                      <C>             <C>
            Liability and Stockholders' Deficit

Current liabilities

  Accounts payable and accrued expenses                    $ 8,680       $21,802
                                                           -------
  Total liabilities                                        $ 8,680       $21,802
                                                           =======       =======
Stockholders' deficit

Class A stock-$.0001 par value,
authorized 400,000,000 shares
The number of Class A shares outstanding
at June 30, 2000 was 10,000,000                              1,000         1,000

Class B stock-$.0001 par value,
authorized 100,000,000 shares
The number of Class B shares outstanding
at June 30, 2000 was 0                                           0             0

  Additional paid in capital                                   100           100
  Accumulated deficit during development stage               8,780        21,902
                                                           -------       -------
Total stockholders' deficit                                $ 7,680        20,802
                                                           -------       -------

Total liabilities and stockholders' deficit                  1,000         1,000
                                                           =======       =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                  For the           For the
                                                  Period between    period between
                                                  December 31,      September 15,
                                                  1999 to June      1999 to June
                                                  30, 2000          30, 2000
                                                  Unaudited         Unaudited
                                                  ---------         ---------
<S>                                               <C>               <C>
Income                                             $        -0-      $        -0-
Costs of goods sold                                         -0-               -0-
                                                   -----------       -----------
Gross profit                                                -0-               -0-
operations:
 General and
 administration                                   ($    13,122)     ($    16,802)
 Depreciation and
   amortization                                             -0-               -0-
                                                   -----------       -----------
Total expense                                      $   (13,122)      $   (16,802)

Net Profit (Loss)
 from operations                                   $   (13,122)      $   (16,802)

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

Total number of
 shares outstanding                                 10,000,000        10,000,000
</TABLE>
<PAGE>   4
                               Net-Matrix Limited
                          (a development stage company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                       For the         For the
                                                       Period          period
                                                       Between         Between
                                                       December 31,    September
                                                       1999 to         15, 1999
                                                       June 30,        to June
                                                       2000            30, 2000
                                                       Unaudited       Unaudited
                                                       ---------       ---------
<S>                                                    <C>             <C>
Cash Flows from Operating Activities
 Net profit (loss)                                     $(13,122)       $(16,802)
 Increase in accrued liabilities                         13,122          16,802
 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                       $  1,000        $  1,000

Cash Balance End of Period                             $  1,000        $  1,000
</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 June 30, 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
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.


    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
<PAGE>   5
     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 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 June 30,
     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 $21,902 through June 30, 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 April 1, 2000 through June
     30, 2000

           For the quarterly period from April 1, 2000 through June 30, 2000,
     the Company generated net sales of approximately $-0-.

           The Company's gross profit on sales was approximately -0-% for the
     quarterly period from April 1, 2000 through June 30, 2000.

           The Company incurred expenses totaling approximately $9,127 for the
     quarterly period from April 1, 2000 through June 30, 2000.

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

           For the six-month period from December 31, 1999 through June 30,
     2000, the Company generated net sales of approximately $-0-.
<PAGE>   6
           The Company's gross profit on sales was approximately -0-% for the
     six-month period from December 31, 1999 through June 30, 2000.

           The Company incurred expenses totaling approximately $13,122 for the
     six-month period from December 31, 1999 through June 30, 2000.

           (c) Results of operations for the period from September 15, 1999
     through June 30, 2000

           For the period from September 15, 1999 through June 30, 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 June 30, 2000.

           The Company incurred expenses totaling approximately $16,802 for the
     period from September 15, 1999 through June 30, 2000.

4.   Liquidity and capital resources.

         The Company has maintained its liquidity of $1,000 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 $1,000.

         The Company did not expend any funds from December 31, 1999 through
     June 30, 2000. The Company has, however, incurred expenses and additional
     liabilities totaling $13,122 from December 31, 1999 through June 30, 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
     incurred net losses of $13,122 for the period from December 31, 1999 to
     June 30, 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.
<PAGE>   7
   Item 5. Other Information

    None.

   Item 6. Exhibits and Reports on Form 8-K

   Exhibit 27.1  Financial Data Schedule

     The Company did not file a report on Form 8-K during the three months ended
June 30, 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.

                                        Net-Matrix Limited
                                        (Registrant)

Date: August 14, 2000                   By:  /s/ Kevin Sheung Wai Chan
                                            -----------------------------
                                            Director

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