<PAGE>

                                  UNITED STATES
                       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 September 30, 2002

                                       OR

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

        For the transition period from ___________ to ___________

                         Commission file number 0-288-42

                                 PLANETCAD INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           DELAWARE                                       84-1035353
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

 2520 55TH STREET, SUITE 200, BOULDER, COLORADO                 80301
    (Address of Principal Executive Offices)                 (Zip Code)

                                 (303) 209-9100
                            -------------------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
                            -------------------------
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

   Indicate by check whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the 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 [_].

   As of October 22, 2002, there were outstanding 12,462,858 shares of the
registrant's Common Stock (par value $0.01 per share). On October 24, 2002,
the Company effected a 20-for-1 reverse stock split. The per share and share
numbers discussed herein are pre-split numbers.

   Transitional Small Business Disclosure Format (Check one): Yes [_]  No [X].

<PAGE>

                                 PLANETCAD INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                      PAGE
                                                                                                      ----
<S>                                                                                                   <C>
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Condensed Consolidated Balance Sheets, September 30, 2002 (Unaudited)
              and December 31, 2001.................................................................     1

          Unaudited Condensed Consolidated Statements of Operations, three and nine
              months ended September 30, 2002 and 2001..............................................     2

          Unaudited Condensed Consolidated Statements of Cash Flows, nine
              months ended September 30, 2002 and 2001..............................................     3

          Notes to Unaudited Condensed Consolidated Financial Statements............................     4

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.....     7

Item 3.   Controls and Procedures ..................................................................    11

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K..........................................................    12

          Signatures................................................................................    13

          Certifications............................................................................    14
</TABLE>

                                        i

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                 PLANETCAD INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

               (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                               SEPTEMBER 30,    DECEMBER 31,
                                                                                   2002             2001
                                                                               -------------    ------------
                                                                                (UNAUDITED)
<S>                                                                            <C>              <C>
                         ASSETS

Current assets:
     Cash and cash equivalents...............................................     $   1,314        $   5,411
     Accounts receivable, net of allowance of $172 and $203 in 2002 and
         2001, respectively..................................................           207              664
     Prepaid expenses and other..............................................           632              154
                                                                                  ---------        ---------
         Total current assets................................................         2,153            6,229
Equipment, net...............................................................           433              866
Purchased computer software and other intangibles, net.......................           473              691
Other assets.................................................................            99              146
                                                                                  ---------        ---------

     Total assets............................................................     $   3,158        $   7,932
                                                                                  =========        =========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable........................................................     $     188        $     326
     Accrued expenses........................................................           357              964
     Deferred revenue........................................................           490              585
                                                                                  ---------        ---------
         Total current liabilities...........................................         1,035            1,875
                                                                                  ---------        ---------

Stockholders' equity:
     Preferred stock, $.01 par value; 2,500,000 shares authorized;
         1,202,408 and no shares issued and outstanding  in 2002 and 2001,
         respectively (liquidation preference of $433)                                  420                -
     Common stock, $.01 par value; 22,500,000 shares authorized;
         12,462,858 and 12,427,626 shares issued and outstanding in 2002 and
         2001, respectively..................................................           125              124
     Additional paid-in capital..............................................        36,066           36,064
     Accumulated deficit.....................................................       (34,488)         (30,131)
                                                                                  ---------        ---------
         Total stockholders' equity..........................................         2,123            6,057
                                                                                  ---------        ---------

     Total liabilities and stockholders' equity..............................     $   3,158        $   7,932
                                                                                  =========        =========
</TABLE>


      See accompanying notes to unaudited condensed consolidated financial
                                   statements.

                                        1

<PAGE>

                                 PLANETCAD INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                            SEPTEMBER 30,            SEPTEMBER 30,
                                                                       ---------------------     ---------------------
                                                                         2002         2001         2002        2001
                                                                       --------     --------     --------    ---------
            <S>                                                        <C>          <C>          <C>         <C>
            Revenue:
                 License fees.......................................   $     50     $    163     $    183    $     362
                 Services...........................................        262          394          809          909
                                                                       --------     --------     --------    ---------
                     Total revenue..................................        312          557          992        1,271
                                                                       --------     --------     --------    ---------

            Cost of revenue:
                 License fees.......................................         26           85           81          363
                 Services...........................................         84          250          351          824
                                                                       --------     --------     --------    ---------
                     Total cost of revenue..........................        110          335          432        1,187
                                                                       --------     --------     --------    ---------

            Gross profit............................................        202          222          560           84
                                                                       --------     --------     --------    ---------

            Operating expenses:
                 Sales and marketing................................         76          953          696        2,695
                 Research and development...........................        410          963        1,437        3,808
                 General and administrative.........................        978          990        2,825        3,259
                 Restructuring costs................................         --        1,023           --        1,023
                                                                       --------     --------     --------    ---------
                     Total operating expenses.......................      1,464        3,929        4,958       10,785
                                                                       --------     --------     --------    ---------

                     Loss from operations...........................     (1,262)      (3,707)      (4,398)     (10,701)
                                                                       --------     --------     --------    ---------

            Other income:
                 Interest income....................................         12         (220)          41          146
                                                                        -------     --------     --------    ---------

                     Loss from continuing operations................     (1,250)      (3,927)      (4,357)     (10,555)

            Income from discontinued operations, net of tax                  --           --           --          447
                                                                       --------     --------     --------    ---------

                     Net loss.......................................   $ (1,250)    $ (3,927)    $ (4,357)   $ (10,108)
                                                                       ========     ========     ========    =========

            Deemed dividend related to beneficial
            conversion feature of preferred stock...................         --           --          337           --
                                                                       --------     --------     --------    ---------

            Net loss available to common stockholders...............   $ (1,250)    $ (3,927)    $ (4,694)   $ (10,108)
                                                                       ========     ========     ========    =========

            Earnings (loss) per common share, basic and diluted:
                 Continuing operations..............................   $  (0.10)    $  (0.32)    $  (0.38)   $   (0.85)
                 Discontinued operations............................   $     --     $     --     $     --    $    0.04
                                                                       --------     --------     --------    ---------
                     Net loss per share.............................   $  (0.10)    $  (0.32)    $  (0.38)   $   (0.81)
                                                                       ========     ========     ========    =========

                 Weighted average shares outstanding, basic and
                   diluted..........................................     12,463       12,419       12,459       12,411
</TABLE>

      See accompanying notes to unaudited condensed consolidated financial
                                   statements.

                                        2

<PAGE>

                                 PLANETCAD INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                            NINE MONTHS ENDED
                                                                              SEPTEMBER, 30
                                                                          ----------------------
                                                                            2002        2001
                                                                          --------    ---------
            <S>                                                           <C>         <C>
            Cash flows from operating activities:
               Net loss...............................................    $ (4,357)   $ (10,108)
               Adjustments to reconcile net loss to net cash used
                 by operating activities:
                 Depreciation and amortization........................         622          865
                 Fixed asset impairment, net..........................          30          115
                 Bad debt reserve.....................................          50           93
                 Changes in operating assets and liabilities:
                   Accounts receivable................................         407          680
                   Prepaid expenses and other.........................        (431)         541
                   Accounts payable...................................        (138)      (2,156)
                   Accrued expenses...................................        (187)        (169)
                   Deferred revenue...................................         (95)         (39)
                                                                          --------    ---------
                     Net cash used by operating activities............      (4,099)     (10,265)
                                                                          --------    ---------

            Cash flows from investing activities:
               Additions to equipment.................................          --         (176)
               Additions to purchased computer software, net..........          --         (311)
                                                                          --------    ---------
                     Net cash used by investing activities............          --         (487)
                                                                          --------    ---------

            Cash flows from financing activities:
               Proceeds from issuance of common stock, net............           2           12
                                                                          --------    ---------

                     Net cash provided by financing activities........           2           12
                                                                          --------    ---------

                     Net decrease in cash and cash equivalents........      (4,097)     (10,740)

            Cash and cash equivalents at beginning of period..........       5,411       18,310
                                                                          --------    ---------

            Cash and cash equivalents at end of period................    $  1,314    $   7,570
                                                                          ========    =========

            Supplemental disclosures:

               Cash paid for income taxes.............................    $     --      $    70
                                                                          ========    =========

            Supplemental disclosure of non-cash investing and
              financing activities:

                  Conversion of accrued expenses to preferred stock...    $    420    $      --
                                                                          ========    =========
                  Common stock warrants issued for assets.............    $     --    $      65
                                                                          ========    =========
</TABLE>

      See accompanying notes to unaudited condensed consolidated financial
                                   statements.

                                        3

<PAGE>

                                PLANETCAD INC.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

A.  FINANCIAL STATEMENT PRESENTATION

    The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB and Regulation S-B, Item 310. Accordingly, they do
not include all of the information and disclosures required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting only of normal recurring accruals)
considered necessary to make the financial statements not misleading and for a
fair presentation have been included. Operating results for the three-and
nine-month periods ended September 30, 2002 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2002. The
unaudited condensed consolidated financial statements should be read in
conjunction with the financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-KSB/A for the year ended December 31, 2001.

    In November 2000, the Company's stockholders approved plans to sell the
assets of its component software division to Dassault Systemes Corp.
("Dassault") or its assignee in a cash transaction for $25.0 million, subject to
certain price adjustments. The Company completed the sale to Dassault on
November 14, 2000. The results of operations of the component software division
are presented as discontinued operations.

B.  EARNINGS (LOSS) PER SHARE

    Basic earnings (loss) per share is computed using the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is computed based on the weighted average number of common shares
outstanding plus the dilutive effect of potential securities. For the three-and
nine-month periods ended September 30, 2002 and 2001, diluted loss per share is
the same as basic loss per share, as the effect of potential dilutive
securities, consisting of common stock options, is antidilutive. For the
nine-month periods ended September 30, 2002 and 2001, the impact of potential
dilutive securities on the diluted weighted average number of common shares
outstanding would have been 101,817 and 51,306, respectively. For the
three-month periods ended September 30, 2002 and 2001, the impact of potential
dilutive securities on the diluted weighted average number of common shares
outstanding would have been 159,505 and 0, respectively.

                                        4

<PAGE>

    The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations (in thousands, except per
share items):

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                NINE MONTHS ENDED
                                                             SEPTEMBER 30,                    SEPTEMBER 30,
                                                      ---------------------------      ----------------------------
                                                          2002            2001             2002             2001
                                                      -----------      ----------      -----------      -----------
      <S>                                             <C>              <C>             <C>              <C>
      Numerator:
        Loss from continuing operations............   $    (1,095)     $   (3,927)     $    (4,202)     $   (10,555)
                                                      -----------      ----------      -----------      -----------

        Income from discontinued operations........            --              --               --              447
                                                      -----------      ----------      -----------      -----------

            Net loss...............................   $    (1,095)     $   (3,927)     $    (4,202)     $   (10,108)
                                                      ===========      ==========      ===========      ===========

      Denominator:
      Historical common shares outstanding for
      basic and diluted loss per share at
      the beginning of the period..................        12,463          12,419           12,447           12,402
      Weighted average number of common
      equivalent shares issued during the period ..            --              --               12                9
                                                      -----------      ----------      -----------      -----------

      Denominator for basic and diluted loss
      per share weighted average shares............        12,463          12,419           12,459           12,411
                                                      ===========      ==========      ===========      ===========

      Basic and diluted earnings (loss) per share:
           Continuing operations...................   $     (0.09)     $    (0.32)     $     (0.36)     $     (0.85)
           Discontinued operations.................            --              --               --             0.04
                                                      -----------      ----------      -----------      -----------

      Net loss ....................................   $     (0.09)     $    (0.32)     $     (0.36)     $     (0.81)
                                                      ===========      ==========      ===========      ===========
</TABLE>

C.  ACQUISITION

    In July 2000, the Company acquired certain assets and liabilities of
Prescient Technologies, Inc. ("Prescient") for a total consideration of
approximately $1.3 million, including $100,000 cash and 300,000 shares of the
Company's common stock. The acquisition was accounted for using the purchase
method and, accordingly, results of operations of Prescient have been included
in the Company's financial statements from the date of acquisition. The purchase
price was allocated to the assets and liabilities acquired based on their
estimated fair values including $298,000 of accounts receivable, $209,000 in
furniture and equipment, $174,000 in other assets, and the assumption of
$493,000 in liabilities. In addition, the Company allocated $773,000 of the
purchase price to software costs and other intangible assets and $332,000 to
in-process research and development projects. The software costs and other
intangible assets are being amortized on a straight-line basis over 3 years. The
Company charged the in-process research and development to operations as of the
date of acquisition as such technology had not reached technological feasibility
and had no probable alternative future use by the Company.

D.  DISCONTINUED OPERATIONS

    On March 31, 2000, the Company had two operating divisions, the PlanetCAD
division and the component software division. The component software division,
which the Company sold to Dassault on November 14, 2000, develops, markets and
supports 3D component software products for the Company's traditional OEM
software market segment and for the Company's PlanetCAD division. The PlanetCAD
division develops, markets, sells and supports enterprise wide solutions and
products directly to end-users. With the acquisition of Prescient in 2000, the
Company's PlanetCAD division expanded its product and service offerings with the
addition of data analysis products and services. As the Company has consummated
the sale of the component software division to Dassault, the results of
operations of the Company's component software division have been presented as
discontinued operations in the Company's financial statements.

                                        5

<PAGE>

    During the nine-month period ended September 30, 2001, personnel-related
expenses that had been previously accrued as part of the phase-out period were
written off, resulting in a gain on discontinued operations during the period.
Summary unaudited operating results of the discontinued operation were as
follows (in thousands):

<TABLE>
<CAPTION>
                                                             Nine months Ended
                                                            September 30, 2001
                                                           --------------------
<S>                                                               <C>
Revenue  ............................................             $       --

Cost of revenue......................................                     --
                                                                  ----------

Gross profit.........................................                     --

Operating expenses...................................                   (456)
                                                                  ----------

   Operating income from discontinued operations.....                    456

   Income from discontinued operations
        before income taxes..........................                    456
Income tax expense                                                        (9)
                                                                  ----------
              Income from discontinued operations....             $      447
                                                                  ----------
</TABLE>

E.  RELATED PARTY TRANSACTION

    In June 2001, the Company acquired software and equipment from an entity,
which had a significant investor affiliated with a member of the Company's Board
of Directors, for total consideration of approximately $265,000, including
$200,000 cash and 125,000 warrants to purchase the Company's common stock. The
warrants, which have an exercise price of $1.00 and expire on June 1, 2004, were
valued using the Black-Scholes option pricing model assuming no dividends, risk
free interest rate of 4.55%, volatility of 180% and life of 3 years.

F.  SERIES B PREFERRED STOCK

    In February 2000, in a private equity transaction, the Company sold 1.9
million shares of common stock at a price of $3.60 per share, and warrants to
purchase 1.2 million shares of common stock at a price of $0.05 per share, for a
total purchase price of $6.9 million. In connection with this offering, the
Company entered into a registration rights agreement that required the Company
to register the shares and the shares underlying the warrants with the
Securities and Exchange Commission within twelve months of the date of the
transaction. If the Company failed to cause the shares and the shares underlying
the warrants to be registered within such period, the Company would be required
to pay liquidated damages to the investors at a rate of 10% per annum on the
original investment amount. The shares were not registered until December 2001
and as such, the Company recorded $433,000 in respect of the liquidated damages
during 2001. On May 1, 2002, the Company reached an agreement with these
investors to issue convertible preferred stock in payment for their liquidated
damages claims. The conversion price was based on the trailing ten trading day
average of the closing stock price for the Company's common stock as reported on
the American Stock Exchange ending on April 30, 2002, the last trading day
immediately prior to the date upon which agreement was reached. On May 24, 2002,
the Company issued 1,202,463 shares of convertible preferred stock to these
stockholders, including 304,972 shares to a venture fund with which its chairman
of the board, Eugene Fischer, is affiliated. Each share of preferred stock
converts into two shares of common stock and there are no provisions for
involuntary redemption. The preferred stock was immediately convertible to
common stock at the option of the holder and automatically converts to common
stock upon the closing of the merger with Avatech Solutions, Inc. A deemed
dividend of $337,000 was recorded during the second quarter of this year to
reflect the beneficial conversion feature.

G.  PROPOSED MERGER

    On May 1, 2002, the Company, Raven Acquisition Corporation, a wholly owned
subsidiary of the Company ("Raven"), and Avatech Solutions, Inc. entered into a
merger agreement pursuant to which Raven will merge with

                                        6

<PAGE>

and into Avatech Solutions, Inc. and Avatech Solutions, Inc. will survive the
merger and become a subsidiary of the Company. Under the terms of the merger
agreement, PlanetCAD will issue registered shares of its common stock in
exchange for all of the outstanding common stock of Avatech Solutions, Inc.
Following the closing of the merger, the current PlanetCAD stockholders will own
25% and Avatech Solutions, Inc.'s stockholders will own 75% of PlanetCAD's
outstanding common stock. On August 15, 2002, the Company loaned Avatech
Solutions, Inc. $500,000. The Stockholders approved the Merger Agreement and the
merger at the annual meeting held on October 14, 2002. While the closing of this
merger is subject to certain conditions contained in the merger agreement, the
closing is expected to occur on or about November 20, 2002.

H.  INTANGIBLE ASSETS

    Intangible assets as of September 30, 2002 and December 31, 2001, consisting
solely of purchased software, were as follows:

<TABLE>
<CAPTION>
                                                         September 30, 2002         December 31, 2001
                                                       ----------------------     ---------------------
                                                                         (in thousands)
<S>                                                         <C>                         <C>
Gross capitalized software.......................            $  1,265                    $  1,227
Accumulated amortization.........................                (792)                       (536)
                                                             --------                    --------
Net capitalized software.........................            $    473                    $    691
                                                             ========                    ========
</TABLE>


    Amortization expense related to intangible assets totaled $102,000 and
$110,000 for the three-months ended September 30, 2002 and 2001, respectively,
and $201,000 and $215,000 for the nine months ended September 30, 2002 and 2001,
respectively. The estimated aggregate future amortization expense for intangible
assets remaining as of September 30, 2002 is as follows:

<TABLE>
                            <S>                                               <C>
                            Remainder of 2002..........................        $    153
                            2003.......................................             320
                                                                               ---------
                            Total......................................        $    473
                                                                               =========
</TABLE>

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

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2001

    In November 2000, the Company's stockholders approved plans to sell the
assets of its component software division to Dassault Systemes Corp. or its
assignee in a cash transaction for $25.0 million, which sale was consummated on
November 14, 2000. In addition, certain cross-licensing agreements for component
and Internet technologies were executed as part of the transaction. The results
of operations of the Company's component software division are presented as
discontinued operations.

REVENUE

    Our revenue consists of software license revenue and service revenue.
Software license revenue consists of sales of software licenses which are
recognized in accordance with the American Institute of Certified Public
Accountants' Statement of Position SOP 97-2 ("SOP 97-2"), "Software Revenue
Recognition," as modified by SOP 98-9. Under SOP 97-2, software license revenue
is recognized upon execution of a contract and delivery of software, provided
that the license fee is fixed and determinable, no significant production,
modification or customization of the software is required and collection is
considered probable by management. Service revenue is primarily derived from
customer maintenance agreements generally entered into in connection with the
initial license sale and subsequent renewals and fees for implementation,
consulting and training services. Maintenance revenue is recognized ratably over
the term of the maintenance period and service revenue is recognized as the
services are performed. Payments for maintenance fees are generally collected in
advance of performance.

                                        7

<PAGE>

    Total revenue decreased 44% to $312,000 for the three-month period ended
September 30, 2002, as compared to $557,000 for the same three-month period in
2001. In the first nine months of 2002, total revenue decreased 22% to $992,000
from $1,271,000 of revenue recognized in the first nine months of 2001. License
revenue decreased 69% to $50,000 in the three-month period ended September 30,
2002, as compared to $163,000 reported for the comparable prior year period. In
the first nine months of 2002, license revenue decreased 49% to $183,000 from
$362,000 of revenue recognized in the first nine months of 2001. Service revenue
decreased 34% to $262,000 for the three-month period ended September 30, 2002,
as compared to $394,000 reported for the comparable period in 2001. In the first
nine months of 2002, service revenue decreased 11% to $809,000 from $909,000 of
revenue recognized in the first nine months of 2001. The decrease in license
fees and service revenues is primarily attributable to decreased sales of
products and decreased maintenance contract renewals by existing customers.

COST OF REVENUE

    Cost of license fees consists primarily of royalty fees associated with
third-party software included with our software and the cost of reproduction and
delivery of the software. Cost of license fees was $26,000 and $85,000 for the
three-month periods ended September 30, 2002 and 2001, respectively,
representing 52% of license revenue for both periods. Cost of license fees was
$81,000 and $363,000 for the nine-month periods ended September 30, 2002 and
2001, respectively, representing 44% and 100% of license revenue, respectively.
The decreases in cost of license revenue were primarily attributable to a
decrease in royalty fees associated with third party software. During 2001,
certain agreements had minimum royalty fees, which exceeded the revenue related
to product sales.

    Cost of services consists primarily of costs associated with providing
software maintenance to customers such as telephone support and packaging and
shipping costs related to new releases, as well as costs associated with
implementation, consulting and training services. Cost of services was $84,000
and $250,000 for the three months ended September 30, 2002 and 2001,
respectively, representing 32% and 63% of services revenue, respectively. Cost
of services was $351,000 and $824,000 for the nine months ended September 30,
2002 and 2001, respectively, representing 43% and 91% of services revenue,
respectively. The decrease in cost of services as a percentage of services
revenue and in total dollar amount is attributable to decreased headcount and
their related costs.

SALES AND MARKETING EXPENSES

    Sales and marketing expenses consist primarily of personnel costs,
commissions, travel, office facilities, promotional events such as trade shows,
seminars and technical conferences, advertising and public relations programs.
Sales and marketing expenses were $76,000 and $953,000 for the three months
ended September 30, 2002 and 2001, respectively, representing 24% and 171% of
total revenue, respectively. Sales and marketing expenses were $696,000 and
$2,695,000 for the nine months ended September 30, 2002 and 2001, respectively,
representing 70% and 244% of total revenue, respectively. The decrease in sales
and marketing expenses as a percentage of total revenue and in total dollar
amount is attributable to decreased headcount and the resulting decrease in
personnel costs, as well as decreased spending on consultants, travel and
facilities costs.

RESEARCH AND DEVELOPMENT EXPENSES

    Research and development expenses consist primarily of personnel costs,
third party consultant costs, and depreciation of development related assets.
Research and development expenses were $410,000 and $963,000 for the three
months ended September 30, 2002 and 2001, respectively, representing 131% and
173% of total revenue, respectively. Research and development expenses were
$1,437,000 and $3,808,000 for the nine months ended September 30, 2002 and 2001,
respectively, representing 145% and 300% of total revenue, respectively. The
decrease in research and development expenses as a percentage of revenue and in
total dollar amount is attributable to decreased staffing and consulting costs.

GENERAL AND ADMINISTRATIVE EXPENSES

    General and administrative expenses include the personnel and other costs of
our finance, accounting, human resources, information systems and executive
departments, as well as corporate facilities expenses. General and
administrative expenses were $978,000 and $990,000 for the three months ended
September 30, 2002 and 2001,

                                        8

<PAGE>

respectively, representing 313% and 178% of total revenue, respectively. General
and administrative expenses were $2,825,000 and $3,259,000 for the nine months
ended September 30, 2002 and 2001, respectively, representing 285% and 256% of
total revenue, respectively. The decrease in dollar amount of general and
administrative expenses during the third quarter is due to decreased staffing
and facilities expenses, partially offset by $221,000 in costs related to the
prospective Avatech merger. The decrease in general and administrative expenses
for the nine month period is due to decreased staffing, facilities and
consulting expenses, partially offset by $481,000 of merger related costs.

DISCONTINUED OPERATIONS

    During the three-month period ended March 31, 2001, legal fees and
personnel-related expenses that had been previously accrued as part of the
phase-out period were adjusted to actual amounts paid, resulting in income from
discontinued operations during the period.

FLUCTUATIONS IN QUARTERLY RESULTS

    The Company has experienced in the past and expects to continue to
experience in the future significant fluctuations in quarterly operating results
due to a number of factors that are difficult to forecast, including, among
others, the volume of orders received within a quarter, demand for the Company's
products, the product mix purchased by the Company's customers, competing
capital budget considerations of the Company's customers, introduction and
enhancement of products by the Company and its competitors, market acceptance of
new products, reviews in the industry press concerning the products of the
Company or its competitors, changes or anticipated changes in pricing by the
Company or its competitors and general economic conditions. In light of the
foregoing factors, it is possible that the Company's operating results for
future quarters may fall below the expectations of securities analysts and
investors.

LIQUIDITY AND CAPITAL RESOURCES

    As of September 30, 2002, the Company had $1.3 million in cash and cash
equivalents, as compared to $5.4 million in cash and cash equivalents as of
December 31, 2001. The decrease of $4.1 million in cash and cash equivalents
during the nine months ended September 30, 2002 is primarily attributable to the
net loss of $4.4 million, net decrease in accounts payable of $138,000,
partially offset by cash inflows from a net decrease in accounts receivable of
$407,000 and non-cash expenses of depreciation and bad debts of $699,000. The
decrease of $10.7 million in cash and cash equivalents during the nine months
ended September 30, 2001 is primarily attributable to the net loss of $10.1
million, net decrease in accounts payable and accrued expenses of $2.3 million,
and purchase of $487,000 of fixed assets, including computer software.

Other than disclosed below, we have no other contractual cash obligations or
other commercial commitments. As a result, certain tabular disclosures regarding
other contractual cash obligations such as long-term debt, capital lease
obligations, unconditional purchase obligations and commercial commitments have
been omitted.

<TABLE>
<CAPTION>
                                                              Payments Due by Period
                                                                        (in thousands)
                                                                     Less than 1                               After 5
Contractual Cash Obligations                             Total          year        2-3 years    4-5 years      years
----------------------------                         ------------------------------------------------------------------
<S>                                                      <C>              <C>          <C>           <C>          <C>
Operating Lease Obligations                              $  1,977         $  466       $  965        $  546       $  --
Other Long-Term Obligations                                    --             --           --            --          --
                                                     ------------------------------------------------------------------
   Total Contractual Cash Obligations                    $  1,977         $  466       $  965        $  546       $  --
                                                     ==================================================================
</TABLE>

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are impacted by the accounting policies
used and the estimates and the assumptions made by management during their
preparation. Critical account policies and estimates that most impact our
consolidated financial statements are those that relate to our revenue
recognition, intangibles, investments and equipment and leasehold improvements.
A summary of our significant accounting policies can be found in the Notes

                                        9

<PAGE>

to our Consolidated Financial Statements. Presented below is a description of
the accounting policies we deem critical to understanding our consolidated
financial statements, including our unaudited consolidated financial statements
included herein.

REVENUE RECOGNITION: We earn revenue primarily from license fees, maintenance
fees and professional services sold through direct sales. Our license
arrangements do not provide for a right of return. Maintenance fees include
training and consulting services that are not essential to the functionality of
the software. We also offer different levels of maintenance and support
arrangements, which provide the customer the right to receive error and bug fix
releases and version releases of the product made available during the license
term.

We recognize revenue in accordance with Statement of Position 97-2, Software
Revenue Recognition ("SOP 97-2"), as amended by SOP 98-9, and generally
recognize revenue when all of the following criteria are met as set forth in
paragraph 8 of SOP 97-2: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the fee is fixed and determinable; and (4)
collectibility is probable. We define each of these four criteria above as
follows:

    -   Persuasive evidence of an arrangement exists. It is our customary
        practice to have a written contract, which is signed by both the
        customer and the company, or in situations where a contract is not
        required, a customer purchase order has been received.

    -   Delivery has occurred. Our software may be either physically or
        electronically delivered to the customer. Delivery is deemed to have
        occurred upon the earlier of notification by the customer of acceptance
        or delivery of the software key. If undeliverable products or services
        exist in an arrangement that are essential to the functionality of the
        delivered product, delivery is not considered to have occurred until
        these products or services are delivered.

    -   The fee is fixed and determinable. Our customers generally pay a per
        seat fee for our products. Fees are generally due within 30 days of
        product delivery. Fees payable to the company pursuant to payment
        schedules that extend beyond our customary payment terms are deemed not
        fixed or determinable, and the revenue from such arrangements is
        recognized as payments become due.

    -   Collectibility is probable. Collectibility is assessed on a
        customer-by-customer basis. We typically sell to customers with high
        credit ratings and solid payment practices. New customers are subjected
        to a credit review process in which we evaluate the customers' financial
        positions and ultimately their ability to pay. If it is determined form
        the outset of an arrangement that collectibility is not probable based
        upon our credit review process, revenue is recognized as cash payments
        are received.

We allocate revenue on software arrangements involving multiple elements to each
element based on the relative fair value of each element. Our determination of
fair value of each element in multiple element arrangements is based on
vendor-specific objective evidence ("VSOE"). We limit our assessment of VSOE to
the price charged when the same element is sold separately. We have analyzed all
the elements included in our multiple element arrangements and determined that
we have sufficient VSOE to allocate revenue to maintenance and support services
and professional service of our license arrangements. We sell our professional
service separately, and have established VSOE on this basis. VSOE for
maintenance and support services is based on the customer's annual renewal rates
for these elements. Accordingly, assuming all other revenue recognition criteria
are met, revenue from license is recognized on delivery using the residual
method in accordance with SOP 98-9, and revenue from maintenance and support
services is recognized ratably over the respective term.

Our professional services generally are not essential to the functionality of
the software. Our software products are fully functional upon delivery and
implementation and do not require any significant modification or alteration.
Customers purchase these professional services to facilitate the adoption of our
technology and dedicate personnel to participate in the services being
performed, but they may also decide to use their own resources or appoint other
professional service organizations to provide these services. Software products
are typically billed separately and independently from professional services,
which are generally billed either on a time-and-materials or a
milestone-achieved basis. We generally recognize revenue from professional
services as the services are performed.

                                       10

<PAGE>

Accounts receivable is recorded net of allowance for doubtful accounts, totaling
$172,000 and $203,000 as of September 30, 2002 and December 31, 2001,
respectively. We regularly review the adequacy of our accounts receivable
allowance, considering the size of the accounts receivable, the ages of each
invoice, each customer's expected ability to pay and our collection history with
each customer. We review any invoice greater than 90 days past due to determine
if an allowance is appropriate based on the risk category using the factors
discussed above. The allowance for doubtful accounts represents our best
estimate, but changes in circumstances relating to accounts receivable may
result in additional allowances or recoveries in the near future.

INTANGIBLES: We review long-lived assets, including intangible assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to the undiscounted future cash flows expected to be generated from the
operation of that asset. If the assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. An asset's fair value
will be determined by future discounted net cash flows expected to be generated
by the asset. Assets to be disposed of are reported at the lower of the carrying
amount or fair value, less costs to sell. We adopted FAS No. 141 "Business
Combinations" and FAS 142 "Goodwill and Other Intangibles" as of January 1,
2002. There was no significant impact on the financial results of the Company.

ITEM 3. CONTROLS AND PROCEDURES.

        Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information required to be included in the Company's periodic
Securities and Exchange Commission filings relating to the Company (including
its consolidated subsidiaries). There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these internal controls subsequent to the date of our most recent evaluation.

                                       11

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

        (a)

<TABLE>
<CAPTION>
                  Exhibits No.        Exhibit Description
                  ----------------    ----------------------
                  <S>                 <C>
                  10.1 *              Senior Subordinated Promissory Note dated August 15, 2002.
                  10.2 *              Subordination Agreement dated as of August 14, 2002 by and among
                                      PlanetCAD Inc., Avatech Solutions, Inc., Technical Learningware Company,
                                      Inc. and The CIT Group/Business Credit, Inc.
</TABLE>

                  ----------
                  * Incorporated by reference to the Company's current report on
                    From 8-K filed August 21, 2002.

        (b)       Reports on Form 8-K filed during the third quarter 2002:

                  On August 14, 2002, the Company filed a current report on Form
                  8-K under "Item 9. Regulation FD Disclosure."

                  On August 21, 2002, the Company filed a current report on Form
                  8-K under "Item 5. Other Events," and under "Item 9.
                  Regulation FD Disclosure."

                                       12

<PAGE>

                                   SIGNATURES

    In accordance with the requirements of the Securities Exchange Act of 1934,
the issuer has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                     PLANETCAD INC.


Date: March 14, 2003                 By:    /s/ Donald R. Walsh
                                         ---------------------------------------
                                     Name:  Donald R. Walsh
                                     Title: Chief Executive Officer
                                            (Principal Executive Officer)


Date: March 14, 2003                 By:    /s/ Gary Rever
                                         ---------------------------------------
                                     Name:  Gary Rever
                                     Title: Chief Financial Officer
                                            (Principal Accounting and Financial
                                            Officer)

                                       13

<PAGE>

                                 CERTIFICATIONS

The following certifications have not been executed by the Chief Executive
Officer and Chief Financial Officer. This amendment corrects arithmetic errors
in the Report on Form 10-Q for the quarter ended September 30, 2002, which
Report was certified by the then-Chief Executive Officer and then-Chief
Financial Officer of PlanetCAD, Inc. Following PlanetCAD's merger with the
registrant on November 19, 2002, those officers were no longer employed by the
registrant. The current Chief Executive Officer and Chief Financial Officer of
registrant did not hold those positions, and therefore were not certifying
officers of PlanetCAD, during the quarter ended September 30, 2002.
Consequently, there are no individuals who can certify the correction of the
arithmetic area included in this Report

                                       14

<PAGE>

                                  EXHIBIT INDEX

     Exhibits No.     Exhibit Description
     --------------   ------------------------

     10.1 *           Senior Subordinated Promissory Note dated August 15, 2002.
     10.2 *           Subordination Agreement dated as of August 14, 2002 by
                      and among PlanetCAD Inc., Avatech Solutions, Inc.,
                      Technical Learningware Company, Inc. and The CIT
                      Group/Business Credit, Inc.

     ----------------------------
     * Incorporated by reference to the Company's current report on From 8-K
       filed August 21, 2002.