<PAGE>   1


                                  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 March 31, 2001

                                       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)

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

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

                                 (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)

    Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the prior 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 April 12, 2001, there were outstanding 12,409,480 shares of the
issuer's Common Stock (par value $0.01 per share).

    Transitional Small Business Disclosure Format (Check one): Yes    No X .
                                                                  ---   ---



<PAGE>   2



                                 PLANETCAD INC.

                                      INDEX

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

          Introductory Statement .................................................        1

Item 1    Financial Statements

          Unaudited Condensed Consolidated Balance Sheets, March 31, 2001
            and December 31, 2000 ................................................        2

          Unaudited Condensed Consolidated Statements of Operations, three months
            ended March 31, 2001 and 2000 ........................................        3

          Unaudited Condensed Consolidated Statements of Cash Flows, three
            months ended March 31, 2001 and 2000 .................................        4

          Notes to Unaudited Condensed Consolidated Financial Statements .........        5

Item 2    Management's Discussion and Analysis of Financial Condition and Results
            of Operations ........................................................        8

Signatures .......................................................................        9
</TABLE>



                                       i
<PAGE>   3


                                INTRODUCTORY NOTE

    The purpose of this Form 10-QSB/A is to restate the quarterly financial
statements and management's discussion and analysis of financial condition and
results of operations for the three months ended March 31, 2001 for PlanetCAD
Inc. ("PlanetCAD" or the "Company"). The Company issued a press release on July
19, 2001, which it filed as an exhibit to a Form 8-K dated the same date,
relating to its intention to restate its financial statements.

    The principal effects of these changes on the accompanying financial
statements are presented in Note F to the Company's financial statements. In
addition, subsequent information regarding the sale of our component software
division to Dassault Systemes Corp. or its assignee has been reflected in Note E
to the Company's financial statements.

    For purposes of this Form 10-QSB/A, and in accordance with Rule 12b-15 under
the Securities and Exchange Act of 1934, as amended, the Company has amended and
restated in its entirety each item of the Company's Form 10-QSB for the
quarterly period ended March 31, 2001 that has been affected by the restatement.
This Form 10-QSB/A does not reflect all events occurring after the filing of the
original Form 10-QSB, or modify or update those disclosures in any way, except
as required to reflect the effects of this restatement and except as otherwise
expressly stated.

    This Quarterly Report on Form 10-QSB/A contains a number of forward-looking
statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995) that reflect our current views with respect to future events and
financial performance. We use words such as "estimates," "projects," "believes,"
"anticipates," "intends," "expects," "future," and similar expressions to
identify forward-looking statements. Such statements are based on currently
available information and are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements. You are cautioned not to place reliance on these
forward-looking statements, which speak only as of the date of the originally
filed Form 10-QSB unless otherwise expressly provided in this Form 10-QSB/A. We
do not undertake any obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
thereof or hereof or to reflect the occurrence of unanticipated events.



                                       1
<PAGE>   4


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                 PLANETCAD INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>

                                                                               MARCH 31,      DECEMBER 31,
                   ASSETS                                                        2001            2000
                                                                               ---------      ------------
                                                                              (UNAUDITED)
                                                                             (AS RESTATED,
                                                                              SEE NOTE F)
<S>                                                                            <C>              <C>
Current assets:
     Cash and cash equivalents ........................................        $ 13,963         $ 18,310
     Accounts receivable, net of allowance of $493 and $400 in 2001 and
         2000, respectively ...........................................             797            1,276
     Prepaid expenses and other .......................................             368              672
                                                                               --------         --------
         Total current assets .........................................          15,128           20,258
Equipment, net ........................................................           1,366            1,433
Purchased computer software and other intangibles, net ................             821              795
Other assets ..........................................................             174              211
                                                                               --------         --------
    Total assets ......................................................        $ 17,489         $ 22,697
                                                                               ========         ========


      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable .................................................        $  1,016         $  2,474
     Accrued expenses .................................................             946            2,255
     Deferred revenue .................................................             697              637
                                                                               --------         --------
         Total current liabilities ....................................           2,659            5,366
                                                                               --------         --------

Stockholders' equity:
     Common stock, $.01 par value; 22,500,000 shares authorized;
         12,409,480 and 12,402,238 shares issued and outstanding in
         2001 and 2000, respectively ..................................             124              124

     Additional paid-in capital .......................................          35,994           35,988
     Accumulated deficit ..............................................         (21,288)         (18,781)
                                                                               --------         --------
         Total stockholders' equity ...................................          14,830           17,331
                                                                               --------         --------

Total liabilities and stockholders' equity ............................        $ 17,489         $ 22,697
                                                                               ========         ========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.



                                       2
<PAGE>   5


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

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                    MARCH 31,
                                                            -------------------------
                                                              2001             2000
                                                            --------         --------
                                                          (AS RESTATED,
                                                           SEE NOTE F)
<S>                                                         <C>              <C>
Revenue:
     License fees ..................................        $    123         $     97
     Services ......................................             214               56
                                                            --------         --------
         Total revenue .............................             337              153
                                                            --------         --------

Cost of revenue:
     License fees ..................................             176                8
     Services ......................................             273               21
                                                            --------         --------
         Total cost of revenue .....................             449               29
                                                            --------         --------

Gross profit (loss) ................................            (112)             124
                                                            --------         --------

Operating expenses:
     Sales and marketing ...........................             545              323
     Research and development ......................           1,410              792
     General and administrative ....................           1,128              410
                                                            --------         --------
         Total operating expenses ..................           3,083            1,525
                                                            --------         --------

         Loss from operations ......................          (3,195)          (1,401)
                                                            --------         --------

Interest income ....................................             241               --
                                                            --------         --------
         Loss from continuing operations ...........          (2,954)          (1,401)

Income (loss) from discontinued operations, net
  of tax ...........................................             447              (53)
                                                            --------         --------

         Net loss ..................................        $ (2,507)        $ (1,454)
                                                            ========         ========

Earnings (loss) per common share, basic and diluted:
    Continuing operations ..........................        $  (0.24)        $  (0.13)
    Discontinued operations ........................        $   0.04         $  (0.01)
                                                            --------         --------
            Net loss per share .....................        $  (0.20)        $  (0.14)
                                                            ========         ========

    Weighted average shares outstanding ............          12,406           10,344
</TABLE>



See accompanying notes to unaudited condensed consolidated financial statements.

                                       3
<PAGE>   6


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

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                              -------------------------
                                                                2001             2000
                                                              --------         --------
                                                            (AS RESTATED,
                                                             SEE NOTE F)
<S>                                                           <C>              <C>
Cash flows from operating activities:
   Net loss ..........................................        $ (2,507)        $ (1,454)
   Adjustments to reconcile net loss to net cash used
     by operating activities:
     Depreciation and amortization ...................             239              220
     Bad debt reserve ................................              93               --
     Changes in operating assets and liabilities,
       excluding effects of business combinations:
       Accounts receivable ...........................             386             (970)
       Prepaid expenses and other ....................             341               (8)
       Accounts payable ..............................          (1,458)            (326)
       Accrued expenses ..............................          (1,309)             262
       Deferred revenue ..............................              60              513
                                                              --------         --------
         Net cash used by operating activities .......          (4,155)          (1,763)
                                                              --------         --------

Cash flows from investing activities:
   Additions to equipment ............................             (93)            (346)
   Additions to purchased computer software ..........            (105)              --
                                                              --------         --------
         Net cash used by investing activities .......            (198)            (346)
                                                              --------         --------

Cash flows from financing activities:
   Principal payments on debt ........................              --               --
   Proceeds from issuance of common stock, net .......               6            6,939
                                                              --------         --------
         Net cash provided by financing activities ...               6            6,939
                                                              --------         --------

Foreign currency translation adjustment affecting cash              --               (4)
                                                              --------         --------

         Net increase (decrease) in cash and cash
           equivalents ...............................          (4,347)           4,826


Cash and cash equivalents at beginning of period .....          18,310            1,324
                                                              --------         --------

Cash and cash equivalents at end of period ...........        $ 13,963         $  6,150
                                                              ========         ========



   Cash paid for income taxes ........................        $     70         $     43
                                                              ========         ========
</TABLE>



See accompanying notes to unaudited condensed consolidated financial statements.


                                       4
<PAGE>   7


                                 PLANETCAD INC.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001


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 Article 10 of Regulation S-X. 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 for a fair presentation have been included. Operating
results for the three-month period ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2001. 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 for the year ended December 31, 2000.

    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, 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 have been
reclassified as discontinued operations and, accordingly, prior periods have
been restated.

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-month periods ended March 31, 2001 and 2000, 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 three-month periods
ended March 31, 2001 and 2000, the number of potential dilutive securities
excluded from the computation of the diluted weighted average number of common
shares outstanding was 2,561,522 and 1,887,036, respectively, consisting
primarily of common stock options.

C.  ACCOUNTING PRONOUNCEMENTS

    Effective January 1, 2001, the Company adopted SFAS No. 133 "Accounting for
Derivative Instruments and Hedging Activities," as amended by SFAS No. 137 and
SFAS No. 138, which establishes accounting and reporting standards for
derivative instruments, including foreign exchange forward contracts. During the
three-month period ended March 31, 2001, the Company did not enter into foreign
exchange forward contracts to hedge operational or balance sheet exposures from
changes in foreign currency exchange rates, and the Company did not enter into
any derivative transactions for speculative purposes.

D.  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 between 300,000 and
350,000 shares of the Company's common stock, depending on the achievement of
certain performance objectives. 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 will be amortized 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.



                                       5
<PAGE>   8


E.  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, 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 for the three months ended March 31, 2000
have been presented as discontinued operations in the Company's financial
statements. The transaction resulted in a gain of approximately $17.4 million,
net of tax. Included in this amount is management's estimate of the amount of
expected future losses during the phase-out period. An additional $1.0 million
has been placed in escrow by Dassault and will be paid to the Company on the
first anniversary of the sale provided certain deliverables and general
representations and warranties are satisfied.

    On June 19, 2001, Dassault notified the Company of certain claims for
indemnification related to alleged breaches of the terms of the purchase
agreement used in connection with the sale of the component software division.
Any amounts to be paid to Dassault related to these claims would first reduce
the $1.0 million of purchase price held in escrow. The Company has begun, but
has not completed, a thorough analysis of the claims, and therefore, cannot
currently predict the ultimate impact, if any, of these matters on the Company's
financial condition, results of operations or cash flows.

    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. Summary unaudited operating results
of the discontinued operations were as follows:

<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED
                                                                       MARCH 31,
                                                                  --------------------
                                                                    (IN THOUSANDS)

                                                                   2001         2000
                                                                  ------       -------
<S>                                                               <C>          <C>
                       Revenue...............................         --       $ 3,915

                         Cost of revenue.....................         --           508
                                                                  ------       -------

                       Gross profit..........................         --         3,407

                         Operating expenses..................       (456)        3,418
                                                                  ------       -------

                       Operating income (loss) from
                          discontinued operations............        456           (11)


                         Other income .......................         --            59
                                                                  ------       -------
                       Income from discontinued operations
                          before income taxes................        456            48

                         Income tax expense..................         (9)         (101)
                                                                  ------       -------
                       Income (loss) from discontinued
                         operations..........................     $  447       $   (53)
                                                                  ======       =======
</TABLE>

F.  RESTATEMENTS AND RECLASSIFICATIONS

    The Company has restated the results of the first quarter of fiscal 2001 to
reverse $101,000 in royalty revenue that was incorrectly recorded as a result of
a misinterpretation of a single customer contract. In addition, the Company
reversed $77,000 of maintenance revenue because of accounting errors related to
maintenance contracts and reclassified royalty expenses of $35,000 from license
revenue to cost of revenue.

    The Company has restated cost of revenue to record additional royalty
expenses of $77,000. The Company has also adjusted cost of revenue and operating
expenses to properly reflect health benefits costs of $103,000 and reduce
depreciation expense by $75,000, as well as reclassify certain expenses among
sales and marketing, research and development and general and administrative
expenses.


                                       6
<PAGE>   9


    In addition, certain balance sheet accounts were adjusted as a result of the
restatements to revenue and expenses, as well as to reclassify certain items
between cash, prepaid expenses and accrued liabilities.

    The effects of the restatements and reclassifications are shown in the table
below:

                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                    MARCH 31, 2001
                                                               -----------------------
                                                                   (AS          (AS
                                                               PREVIOUSLY     RESTATED)
                                                                REPORTED)
             <S>                                                <C>            <C>
             Revenue:
                  License fees..............................    $    189       $    123
                  Services..................................         291            214
                                                                --------       --------
                      Total revenue.........................         480            337
                                                                --------       --------

             Cost of revenue:
                  License fees..............................          75            176
                  Services..................................         243            273
                                                                --------       --------
                      Total cost of revenue.................         318            449
                                                                --------       --------

             Gross profit (loss)............................         162           (112)
                                                                --------       ---------

             Operating expenses:
                  Sales and marketing.......................         535            545
                  Research and development..................       1,497          1,410
                  General and administrative................       1,042          1,128
                                                                --------       --------
                      Total operating expenses..............       3,074          3,083
                                                                --------       --------

                      Loss from operations..................      (2,912)        (3,195)
                                                                --------       --------

             Interest income................................         241            241
                                                                 -------        -------
                      Loss from continuing operations.......      (2,671)        (2,954)

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

                      Net loss..............................    $ (2,224)      $ (2,507)
                                                                ========       ========

             Earnings (loss) per common share, basic and
               diluted:
                 Continuing operations......................    $  (0.22)      $  (0.24)
                 Discontinued operations....................    $   0.04       $   0.04
                                                                --------       --------
                         Net loss per share.................    $  (0.18)      $  (0.20)
                                                                ========       ========

                 Weighted average shares outstanding........      12,406         12,406
</TABLE>




                                       7
<PAGE>   10


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.  (AS RESTATED)

RESTATEMENT OF THE THREE MONTHS ENDED MARCH 31, 2000

    The Company has made restatements and reclassifications affecting the first
quarter of 2001. The principal effects of these changes on the accompanying
financial statements are presented in Note F to the Company's financial
statements.

RESULTS OF OPERATIONS

    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 have been
reclassified as discontinued operations.

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2000

REVENUE. For the three-month period ended March 31, 2001, total revenue
increased 120% to $337,000 as compared to $153,000 for the same three-month
period in 2000. License fees increased 27% to $123,000 in the three-month period
ended March 31, 2001, as compared to $97,000 reported for the comparable prior
year period. Service revenue increased 282% to $214,000 for the three-month
period ended March 31, 2001, as compared to $56,000 reported for the comparable
period in 2000. The increase in license fees and service revenues is primarily
due to sales of products acquired in the July 2000 Prescient acquisition.

COST OF REVENUE. For the three-month period ended March 31, 2001, cost of
revenue increased 1,448% to $449,000 from $29,000 reported in the comparable
prior year period. The increase in costs is due primarily to minimum royalty
payments, costs associated with increased services revenues and increased
customer support costs. As a percent of total revenue, cost of revenue increased
to 133% for the three months ended March 31, 2001, as compared to 19% for the
comparable period in 2000.

OPERATING EXPENSES. For the three-month period ended March 31, 2001, total
operating expenses increased 102% to $3.1 million from $1.5 million reported in
the comparable prior year period. The increased operating expenses resulted
primarily from increased staffing and other costs associated with the
acquisition of Prescient in July 2000, the development costs of the Company's
Enterprise Solution products, and increased marketing programs. Enterprise
Solution is the name given to a category of software products and services under
development which will be used by major manufacturers and their suppliers to
streamline and improve the quality of the product design process. As a percent
of total revenue, total operating expenses decreased to 915% for the three
months ended March 31, 2001, as compared to 997% for the comparable period in
2000.

SALES AND MARKETING EXPENSES. For the three-month period ended March 31, 2001,
sales and marketing expense increased 69% to $545,000 from $323,000 reported for
the three-month period ended March 31, 2000. Increased sales and marketing
expense in the first quarter of 2001 as compared to 2000 resulted from increased
marketing efforts for the Company's PrescientQA(TM) product line. For the
three-month period ended March 31, 2001, sales and marketing expense decreased
as a percent of total revenue to 162% as compared to 211% for the same prior
year period.

RESEARCH AND DEVELOPMENT EXPENSES. For the three-month period ended March 31,
2001, research and development expense increased 78% to $1.4 million from
$792,000 reported in the comparable period in the prior year. The increase in
research and development expense resulted from increased costs in support of the
Company's development of its Enterprise Solution product line. In addition,
research and development expenses for the period included expenses related the
development of the Web infrastructure for engineering services, the results of
which have been transitioned into the Enterprise Solution product line. As a
percent of total revenue, research and development expense decreased to 418% for
the three-month period ended March 31, 2001 from 518% for the comparable prior
year period.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 175% to $1.1 million for the three-month period ended March 31, 2001
from $410,000 for the same period in 2000. The increase in general and
administrative expenses is primarily due to increased staffing, office space and
other infrastructure expenses incurred in support of expanded product lines,
increased marketing activities as well as increased product development
activities. General and administrative expenses increased as a percent of total
revenue to 335% for the three-month period ended March 31, 2001, from 268% for
the comparable prior year period.


                                       8
<PAGE>   11


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. On June 19, 2001,
Dassault notified the Company of certain claims for indemnification related to
alleged breaches of the terms of the purchase agreement used in connection with
the sale of the component software division. Any amounts to be paid to Dassault
related to these claims would first reduce the $1.0 million of purchase price
held in escrow. The Company has begun, but has not completed, a thorough
analysis of the claims, and therefore, cannot currently predict the ultimate
impact, if any, of these matters on the Company's financial condition, results
of operations or cash flows.

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. Due to the foregoing
factors, it is possible that the Company's operating results for some future
quarters may fall below the expectations of securities analysts and investors.

LIQUIDITY AND CAPITAL RESOURCES

    As of March 31, 2001, the Company had $14.0 million in cash and cash
equivalents. Cash and cash equivalents decreased $4.3 million for the three
months ended March 31, 2001. The decrease in cash is primarily due to the net
loss of $2.5 million, payment of accounts payable and accrued expenses of $2.7
million, and purchase of $198,000 of fixed assets. These amounts were offset by
cash inflows from a net decrease in accounts receivable of $386,000 and non-cash
expenses of depreciation and bad debt of $332,000.


                                   SIGNATURES

    In accordance with the requirements of the Securities and 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: July 19, 2001                            By:  /s/ JIM BRACKING
                                                  ------------------------------
                                               Name:  Jim Bracking
                                               Title: President, Chief Executive
                                                      Officer and Director


Date: July 19, 2001                            By:  /s/ JOY GODESIABOIS SULLINS
                                                  ------------------------------
                                               Name:  Joy Godesiabois Sullins
                                               Title: Chief Financial Officer
                                                      (Principal Accounting and
                                                      Financial Officer)


                                       9