<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. 0-96988
                             -------

                               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

         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
   -------------                                   ----------

<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.

                               Net-Matrix Limited
                          (a development stage company)
                       BALANCE SHEET AS OF MARCH 31, 2000

<TABLE>
<CAPTION>
                                                    September 30,   March 31,
                                                        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
                                                     ======         =======

              Liability and Stockholders' Deficit

   Current liabilities

    Accounts payable and accrued expenses            $8,680         $12,675
                                                     ------         -------
    Total liabilities                                $8,680         $12,675
                                                     ======         =======
   Stockholders' deficit

  Class A stock-$.0001 par value,
  authorized 400,000,000 shares
  The number of Class A shares outstanding
  at March 31, 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 March 31, 2000 was 0                                 0               0

    Additional paid in capital                          100             100
    Accumulated deficit during development stage      8,780          12,775
                                                     ------         -------
   Total stockholders' deficit                       $7,680          11,675
                                                     ------         -------

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

<PAGE>   3

                               Net-Matrix 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                  1999 to
                                 March 31, 2000           March 31, 2000
                                 Unaudited                Unaudited
                                 --------------           --------------
<S>                              <C>                      <C>

   Income                        $        -0-             $       -0-
   Costs of goods sold                    -0-                     -0-
                                 ------------             ------------
   Gross profit                           -0-                     -0-
   operations:
    General and
    administration               $     (7,675)            $     (7,675)
    Depreciation and
      amortization                        -0-                     -0-
                                 ------------             ------------
   Total expense                 $     (7,675)            $     (7,675)

   Net Profit (Loss)
    from operations              $     (7,675)            $     (7,675)

   Net income (Loss) per
    share-basic                          0.04 cents               0.04 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
                                                  September 30,     September 15,
                                                  1999 to           1999 to
                                                  March 31,         March 31,
                                                  2000              2000
                                                  Unaudited         Unaudited
                                                  -------------     -------------
<S>                                               <C>               <C>

Cash Flows from Operating Activities
 Net profit (loss)                                   $(7,675)          $(7,675)
 Increase in accrued liabilities                       7,675             7,675
 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 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.


<PAGE>   5
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 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 $12,775 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 $3,995 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 $7,675 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 $7,675 for the
     period from September 15, 1999 through March 31, 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 September 30, 1999 through
     March 31, 2000. The Company has, however, incurred expenses and additional
     liabilities totaling $7,675 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
     incurred net losses of $7,675 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.


<PAGE>   6

                              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.

                                                   Net-Matrix Limited
                                                   (Registrant)

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

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