<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------
                                  FORM 10-K/A

                                   (MARK ONE)

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

    [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     FOR THE TRANSITION PERIOD FROM      TO

                       C-bridge INTERNET SOLUTIONS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<CAPTION>

           DELAWARE                              7371                          52-2001899
<S>                                   <C>                                <C>
(STATE OR OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL          (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)            CLASSIFICATION CODE)           IDENTIFICATION NUMBER)
</TABLE>

           125 SUMMER STREET, 19TH FLOOR, BOSTON, MASSACHUSETTS 02110
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)

                                 (617) 497-1707
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

     TITLE OF EACH CLASS               NAME OF EACH EXCHANGE ON WHICH REGISTERED
     -------------------               -----------------------------------------
COMMON STOCK, $.01 PAR VALUE                               NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to
this Form 10-K/A. [_]
<PAGE>

The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 1, 2001 was approximately $29,053,400.

As of March 1, 2001, there were 21,974,929 shares of Common Stock of the
registrant issued and 21,462,221 shares of Common Stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

None.
==============================================================================


                                       2
<PAGE>

     C-bridge Internet Solutions, Inc. ("C-bridge") hereby amends its Annual
Report on Form 10-K filed on April 2, 2001, as amended on Form 10-K/A on April
27, 2001 (the "First Amendment"), to correct the number of shares of Common
Stock outstanding presented on the cover page to the First Amendment and as set
forth in the pages attached:

                                    PART III

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Item 13 of the First Amendment is deleted in its entirety and replaced as
follows:

INDEBTEDNESS OF MANAGEMENT

     On April 6, 2001, C-bridge made a full recourse loan to Mark Cosway,
C-bridge's President, in the principal amount of $1,000,000, pursuant to a
secured promissory note, dated March 13, 2001 (the "Cosway Note"). The principal
amount outstanding under the Cosway Note, and all interest accrued, at a rate of
5.11%, compounded semi-annually, but unpaid thereon, will become due on the
earlier of March 13, 2003 or the occurrence of an event of default, as defined
in the Cosway Note. The Cosway Note is secured by a pledge of 156,600 shares of
C-bridge common stock owned by Mr. Cosway made pursuant to a stock pledge
agreement, dated March 13, 2001, between Mr. Cosway and C-bridge.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

Item 14(a) of the Annual Report is amended to insert the following immediately
after "(a)  Exhibits":

  10.22  Secured Promissory Note dated March 13, 2001, in favor of C-bridge
         executed by Mark Cosway.
  10.23  Stock Pledge Agreement dated as of March 13, 2001, between Mark Cosway
         and C-bridge.

                                 EXHIBIT INDEX

The following exhibit index is inserted immediately prior to the exhibits to the
Annual Report:

Exhibit
Number     Description of Exhibit
-------    ----------------------
  3.1      Second Amended and Restated Certificate of Incorporation of C-bridge,
           hereby incorporated by reference to Exhibit 3.2 to C-bridge's
           registration statement on Form S-1/A filed on November 19, 1999.
  3.2      Amended and Restated By-laws of C-bridge, hereby incorporated by
           reference to Exhibit 3.4 to C-bridge's registration statement on Form
           S-1/A filed on November 19, 1999.

                                       3
<PAGE>

  4.1      Specimen common stock certificate, hereby incorporated by reference
           to Exhibit 4.1 to C-bridge's registration statement on Form S-1/A
           filed on November 19, 1999.
 10.1      Outsourcing Agreement, dated October 8, 1999, by and among CEE
           Incorporated, Cambridge Executive Enterprises, Inc. and C-bridge,
           hereby incorporated by reference to Exhibit 10.1 to C-bridge's
           registration statement on Form S-1/A filed on October 14, 1999.
 10.2      Non-Competition Agreement, dated September 27, 1999, by and among CEE
           Incorporated, Cambridge Executive Enterprises, Inc. and C-bridge,
           hereby incorporated by reference to Exhibit 10.2 to C-bridge's
           registration statement on Form S-1/A filed on October 14, 1999.
 10.3      1997 Stock Incentive Plan, as amended, hereby incorporated by
           reference to Exhibit 10.3 to C-bridge's registration statement on
           Form S-1/A filed on October 29, 1999.
 10.4      1999 Stock Incentive Plan, hereby incorporated by reference to
           Exhibit 10.4 to C-bridge's registration statement on Form S-1/A filed
           on October 29, 1999.
 10.5      Employment Offer Letter, dated January 5, 1999, to Joseph M. Bellini
           from C-bridge, hereby incorporated by reference to Exhibit 10.5 to
           C-bridge's registration statement on Form S-1/A filed on October 29,
           1999.
 10.6      Commercial Building Lease, dated May 1, 1999, by and between Property
           Management Partners, Inc. and C-bridge, hereby incorporated by
           reference to Exhibit 10.6 to C-bridge's registration statement on
           Form S-1/A filed on October 29, 1999.
 10.7      Stock Purchase Agreement, dated as of June 9, 1999, by and between
           Raymond J. Lane and C-bridge, hereby incorporated by reference to
           Exhibit 10.7 to C-bridge's registration statement on Form S-1/A filed
           on October 29, 1999.
 10.8      Series A Convertible Preferred Stock Purchase Agreement, dated as of
           October 7, 1999, by and among InSight Capital Partners III, L.P.,
           InSight Capital Partners (Cayman) III, L.P., InSight Capital Partners
           III--Co-Investors, L.P., H&D Investments 97, Oracle Corporation and
           C-bridge, hereby incorporated by reference to Exhibit 10.8 to
           C-bridge's registration statement on Form S-1/A filed on October 29,
           1999.
 10.9      Stockholders Voting Agreement, dated as of October 7, 1999, by and
           among InSight Capital Partners III, L.P., InSight Capital Partners
           (Cayman) III, L.P., InSight Capital Partners III--Co-Investors, L.P.,
           H&D Investments 97, Oracle Corporation, Cambridge Technology
           Enterprises, Limited, Butterfield Trust (Bermuda) Limited, as Trustee
           of the Winsor Trust, Hamilton Trust Company Limited, as Trustee of
           the Willingdon Trust, Joseph M. Bellini, Richard O. Wester and
           C-bridge, hereby incorporated by reference to Exhibit 10.9 to
           C-bridge's registration statement on Form S-1/A filed on October 29,
           1999.

                                       4
<PAGE>

10.10      Investor Rights Agreement, dated as of October 7, 1999, by and among
           InSight Capital Partners III, L.P., InSight Capital Partners (Cayman)
           III, L.P., InSight Capital Partners III--Co-Investors, L.P., H&D
           Investments 97, Oracle Corporation and C-bridge, hereby incorporated
           by reference to Exhibit 10.10 to C-bridge's registration statement on
           Form S-1/A filed on October 29, 1999.
10.11      Right of First Offer and Co-Sale Agreement, dated as of October 7,
           1999, by and among Hamilton Trust Company Limited, as Trustee of the
           Willingdon Trust, Cambridge Technology Enterprises, Limited,
           Butterfield Trust (Bermuda) Limited, as Trustee of the Winsor Trust,
           InSight Capital Partners III, L.P., InSight Capital Partners (Cayman)
           III, L.P., InSight Capital Partners III--Co-Investors, L.P., H&D
           Investments 97, Oracle Corporation and C-bridge, hereby incorporated
           by reference to Exhibit 10.11 to C-bridge's registration statement on
           Form S-1/A filed on October 29, 1999.
10.12      Registration Rights Letter, dated October 7, 1999, to Hamilton Trust
           Company Limited, as Trustee of the Willingdon Trust, Butterfield
           Trust (Bermuda) Limited, as Trustee of the Winsor Trust and Cambridge
           Technology Enterprises, Limited from C-bridge, hereby incorporated by
           reference to Exhibit 10.12 to C-bridge's registration statement on
           Form S-1/A filed on October 29, 1999.
10.13      1999 Director Stock Option Plan, hereby incorporated by reference to
           Exhibit 10.13 to C-bridge's registration statement on Form S-1/A
           filed on November 19, 1999.
10.14      1999 Employee Stock Purchase Plan, hereby incorporated by reference
           to Exhibit 10.14 to C-bridge's registration statement on Form S-1/A
           filed on November 19, 1999.
10.15      Loan Security Agreement dated as of September 29, 1998, and as
           amended by a Loan Modification Agreement dated as of January 27,
           1999, a Second Loan Modification Agreement dated as of April 7, 1999
           and a Third Loan Modification Agreement dated as of September 29,
           1999 by and between Silicon Valley Bank and C-bridge, hereby
           incorporated by reference to Exhibit 10.15 to C-bridge's registration
           statement on Form S-1/A filed on November 19, 1999.
10.16      Lease Agreement dated March 15, 2000, by and between C-bridge and EOP
           150 -California Street, L.L.C. relating to office space located at
           150 California St. San Francisco, California, hereby incorporated by
           reference to Exhibit 10.1 to C-bridge's report on Form 10-Q filed on
           May 15, 2000.
10.17      Lease Agreement dated February 28, 2000, by and between C-bridge and
           BRE/Southfield, L.L.C. relating to office space located at 3000 Town
           Center, Southfield, Michigan, hereby incorporated by reference to
           Exhibit 10.2 to C-bridge's report on Form 10-Q filed on May 15, 2000.
10.18      Lease Agreement dated February 16, 2000, by and between C-bridge and
           40 Wall Street, L.L.C. relating to office space located at 40 Wall
           St. New York, New York. This lease agreement was filed in paper under
           cover of Form S-E pursuant to a Continuing Hardship Exemption under
           Rule 202 of Regulation S-T granted by the Securities and Exchange
           Commission on May 12, 2000, hereby incorporated by reference to
           Exhibit 10.3 to C-bridge's report on Form 10-Q filed on May 15, 2000.
           "P"

                                       5
<PAGE>

10.19      Lease Agreement dated May 11, 2000, by and between C-bridge and Arden
           Realty Limited Partnership relating to office space located at Howard
           Hughes Tower, 6701 Center Drive West, Los Angeles, California, hereby
           incorporated by reference to Exhibit 10.1 to C-bridge's report on
           Form 10-Q filed on July 27, 2000.
10.20      Lease Agreement dated June 15, 2000, by and between C-bridge and 125
           Summer Street Cornerstone L.L.C. relating to office space located at
           125 Summer St., Boston, Massachusetts, hereby incorporated by
           reference to Exhibit 10.2 to C-bridge's report on Form 10-Q filed on
           July 27, 2000.
10.21      Lease Agreement dated July 1, 2000 between C-bridge and Waterways
           Authority relating to office space located at 207 Kent Street,
           Sydney, Australia, hereby incorporated by reference to Exhibit 10.1
           to C-bridge's report on Form 10-Q filed on November 13, 2000.
10.22      Secured Promissory Note dated March 13, 2001, in favor of C-bridge
           executed by Mark Cosway.
10.23      Stock Pledge Agreement dated as of March 13, 2001, between Mark
           Cosway and C-bridge.
23.1       Consent of Arthur Andersen, LLP, previously filed.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to its Annual Report on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                          C-bridge Internet Solutions, Inc.

May 22, 2001                              /s/ Joseph M. Bellini
                                          ---------------------
                                          By: Joseph M. Bellini,
                                          Chief Executive Officer

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