<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 Form 10-QSB/A
                                --------------

                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For Quarter Ended November 30, 2000             Commission File No.  33-23430-D
                                                                 ---------------

                               NETCOMMERCE, INC.

         -------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Nevada                                           84-1091271
-------------------------------------                ---------------------------
 (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification Number)


  9901 E Valley Ranch Parkway #2000, Irving, Texas            75063
 -------------------------------------------------   ----------------------
 (Address of principal executive offices)                  (Zip Code)

                                (972) 725-9372
          -----------------------------------------------------------
             (Registrant's telephone number, including area code)



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for 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
                            -----         -----

                     APPLICABLE ONLY TO CORPORATE ISSUERS:


As of November 30, 2000, there were 49,936,487 shares of the Registrant's $.01
par value common stock issued and outstanding. There were also outstanding
warrants to purchase up to 668,014 shares of the Registrant's common stock.

                                       1
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                               NETCOMMERCE, INC.
                                     INDEX

                                                                     Page
                                                                     ----

                                    PART I
                                    ------

Item 1.  Financial Statements

  Consolidated Balance Sheet - November 30, 2000..............................3

   Consolidated Statements of Operations - Six Months and Three Months Ended
    November 30, 2000 and November 30, 1999...................................4

   Consolidated Statements of Cash Flows - Six Months Ended
    November 30, 2000 and November 30, 1999 ..................................5

   Notes to Consolidated Financial Statements.................................6

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


                                    PART II
                                    -------

Item 1.  Legal Proceedings....................................................9

Item 2.  Changes In Securities................................................9

Item 3.  Defaults Upon Senior Securities......................................9

Item 4.  Submission of Matters to a Vote of Security Holders..................9

Item 5.  Other Information....................................................9

Item 6.  Exhibits and Reports on Form 8-K.....................................9







This amends the Financial Statements

                                       2
<PAGE>

Part I

                               NetCommerce, Inc.

                          Consolidated Balance Sheet
                               November 30, 2000


ASSETS

Cash                                                       $         1,127
Marketable securities                                              109,753
Accounts receivable                                                309,014
Other current assets                                                 8,040
                                                           ---------------
 Total current assets                                              427,086
Investments at cost                                                487,803
Property and equipment, net of accumulated
  depreciation of $324,691                                         549,560
Goodwill, net of accumulated amortization
  of $408,563                                                      735,408
Client lists, net of accumulated amortization
   of $122,283                                                     130,717
Other assets                                                       114,255
                                                           ---------------

    Total assets                                           $     2,445,677
                                                           ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                              $       250,000
Notes payable to related parties                                   232,225
Bank overdraft                                                      95,953
Deferred revenue                                                   400,298
Accounts payable                                                   370,186
Accrued sales tax                                                  199,569
Other current liabilities                                           71,667
                                                           ---------------

 Total current liabilities                                       1,619,898
                                                           ---------------


Stockholders' equity:
Common stock, par value $0.01; 75,000,000 shares
authorized, 49,936,487 shares issued and outstanding               499,365
Additional paid-in capital                                      10,505,268
Accumulated deficit                                            (10,178,854)
                                                           ---------------

 Total stockholders' equity                                        825,779
                                                           ---------------

 Total liabilities and stockholders' equity                $     2,445,667
                                                           ===============

                                       3
<PAGE>

                               NetCommerce, Inc.

                     Consolidated Statements of Operations
<TABLE>
<CAPTION>


                                                                         Six months ended       Three months ended
                                                                           November 30,             November 31,
                                                                   -------------------------   -----------------------
                                                                       2000          1999         2000          1999
<S>                                                                <C>           <C>           <C>           <C>
NET REVENUES                                                       $   919,527   $   399,619   $   649,366   $  193,460
                                                                   -----------   -----------   -----------   ----------

OPEPATING EXPENSES
 Development and services                                            1,023,432       558,833       489,792      253,273
 Sales and marketing                                                 1,350,057       447,078       696,583      202,623
 General and administrative                                            759,129       135,800       340,435       61,547
                                                                   -----------   -----------   -----------   ----------
  TOTAL OPERATING EXPENSES                                           3,132,648     1,141,711     1,526,810      517,443
                                                                   -----------   -----------   -----------   ----------
LOSS FROM OPERATIONS                                                (2,213,129)     (742,092)     (877,444)    (333,983)

OTHER INCOME (EXPENSE)
 Interest expense                                                      (17,318)     (239,212)       (7,533)    (127,949)
 Loss on disposition of note                                            (2,000)            -             -            -
 Unrealized loss on marketable securities                             (147,105)            -             -            -
                                                                   -----------   -----------   -----------   ----------
LOSS BEFORE INCOME TAXES                                            (2,379,552)     (981,213)     (884,977)    (451,932)
                                                                   ===========   ===========   ===========   ==========

 Income Taxes                                                                -         1,600             -           -
                                                                   -----------   -----------   -----------   ----------

NET LOSS                                                           $(2,379,552)  $  (982,813)  $  (884,977)  $ (451,932)

BASIC AND DILUTED NET LOSS PER SHARE                               $     (0.06)  $     (0.06)  $      (.03)  $     (.03)
                                                                   ===========   ===========   ===========   ==========
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES OUTSTANDING                                      39,234,663    16,380,217    33,883,751   16,240,272
                                                                   ===========   ===========   ===========   ==========
</TABLE>

                                       4
<PAGE>

                               NetCommerce, Inc.

                     Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>


                                                           Six months ended
                                                             November 30,
                                                       -------------------------
<S>                                                    <C>           <C>
                                                              2000         1999
Cash Flows From Operating Activities:
   Net loss                                            $(2,379,552)   $(982,813)
   Adjustments to reconcile net loss to net cash
     (used) provided by operating activities:
    Depreciation and amortization                          248,965      161,418
    Issuance of common stock for interest                        -      175,000
    Increase in accounts receivable                         29,526            -
    Increase in other current assets                        18,947            -
    Increase in accounts payable                           229,012      340,362
    Increase in accrued consulting fees                          -       28,000
    Increase in other current liabilities                  277,845      (14,251)
    Unrealized loss on marketable securities               147,105            -
                                                       -----------    ---------

   Net cash (used) provided by operating activities     (1,428,152)    (292,284)
                                                       -----------    ---------

Cash Flows From Investing Activities:
   Purchases of equipment                                 (240,916)     (57,716)
   Increase in other assets                                (21,479)           -
                                                       -----------    ---------

   Net cash used by investing activities                  (269,395)     (57,716)
                                                       -----------    ---------

Cash Flows From Financing Activities:
   Proceeds from notes payable                                   -      350,000
   Proceeds from notes payable to related parties          100,000            -
   Payments on notes payable to related parties            (14,760)           -
   Proceeds from issuance of common stock                1,095,765            -
                                                       -----------    ---------

   Net cash provided by financing activities             1,181,005      350,000
                                                       -----------    ---------

Net (decrease) increase in cash                           (509,542)           -

Cash, beginning of period                                  414,716            -
                                                       -----------    ---------

Cash, end of period                                    $   (94,826)  $        -
                                                       ===========   ==========
</TABLE>

                                       5
<PAGE>

                               NetCommerce, Inc.

                  Notes to Consolidated Financial Statements

Note 1 - Organization and History

NetCommerce, Inc. ("NetCommerce" or the "Company") is incorporated in the State
of Nevada.  The company develops, designs, and hosts internet web pages.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements at November 30, 2000, include
the accounts of NetCommerce and its majority-owned subsidiaries (collectively,
the "Company").  All significant intercompany accounts have been eliminated in
consolidation.

The accompanying consolidated financial statements reflect the historical
operations of Metroplex for all periods presented.  The accompanying
consolidated financial statements include the operations of the Company's
acquirees from the dates of acquisition.

Liquidity

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  Since inception, the Company
has generated cash flows from financing activities to fund losses from
operations.  The Company expects to raise equity and/or debt financing through a
private placement of securities.  The Company expects to use the financing to
fund losses from operations for the foreseeable future.  Losses from operations
are expected to increase due to management's belief that expanded marketing and
sales efforts is required to significantly increase the Company's revenues.
There are no assurances that the Company will be successful in obtaining
additional funding on terms satisfactory to the Company.  These factors raise
substantial doubt about its ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Unaudited Interim Financial Statements

The interim financial data as of November 30, 2000, and for the six months ended
November 30, 2000 and 1999, is unaudited; however, in the opinion of management,
the interim data includes all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly and Company's financial position as of
November 30, 2000, and the results of its operations and cash flows for the
three months ended November 30, 2000 and 1999.

Note 3 - Marketable Securities

At November 30, 2000 the Company held 28,572 shares of NetHoldings.com, Inc. for
which the market quote on the OTC:BB was $5 per share and has been reflected as
such on the accompanying balance sheet.  As of November 30, 2000, the value has
declined to $3.84 per share. The financial statements reflect the unrealized
loss of $ 147,105.

Note 4 - Sales Taxes

Effective October 1, 1999, the State of Texas requires that sales tax must be
paid on all revenues derived from services related to the development of web
sites.  During fiscal 1999, the Company has not remitted any amounts to the
State of Texas for sales taxes on their web development services.  The Company
has recorded an accrued sales tax liability of $199,242 as a result of the Sales
Tax Audit conducted by the Comptroller of Public Accounts in Texas.  The
liability has been partially reduced and will be retired in installments.  The
interpretation of the statute is still under scrutiny by a large segment of the
business community in Texasand the Company is seeking relief from payment of
part of these taxes and they are now remitting the current tax.

                                       6
<PAGE>

Note 5 - Notes payable

On June 2, 1999, the Company issued 8% notes totaling $250,000. At November 30,
this note was in default and due on demand. Demand has been made and the holder
of the note has notified the Company does not have the financial resources
available to repay the note. To date, no legal action has been taken against the
Company

Note 6 - Note payable to related parties

The Company signed two notes payable to related parties payable in two years,
with 8% interest, totaling an aggregate of $100,000 for the purpose of securing
a letter of credit as a deposit for the landlord on the headquarters (see note 7
and note 9)

The Company has notes payable due to an officer totaling $79,235 at November 30,
2000 for advances to the Company through charges foe Company expenses on his
personal credit cards. The note bears interest at 17% per annum and is due on
demand.

On December 14, 1999, the Company issued 8% notes to a company totaling $
90,000, originally due and payable January 14, 2000. As an inducement to obtain
the financing, a NetCommerce shareholder pledged as collateral 250,000 shares of
common stock. On January 14, 2000, the Company defaulted on the loan and the
creditor retained the 250,000 shares of common stock as settlement. The Company
valued the pledged shares at $390,500 on the date of default and charged
interest expense. During the six months ended November 30, 2000, the Company
issued 300,000 shares of restricted common stock to this shareholder in full
settlement of this debt.

On September 1, 1999, the Company issued an 8% note totaling $100,000, due and
payable January 1, 2000. As an inducement to obtain the financing, a NetCommerce
shareholder pledged as collateral 235,000 shares of common stock. On January 1,
2000, the Company defaulted on the loan and the creditor retained the 235,000
hares of common stock as settlement. The Company valued the pledged shares at
$440,625 on the date of default and charged interest expense in fiscal 2000. To
satisfy the outstanding balance of $100,000, the Company issued 275,000 shares
of restricted common stock to this shareholder in full settlement of this debt.

Note 7 - Stockholders Equity

On various dates during the six months ended November 30, 2000, the Company
issued 3,849,000 shares of common stock for cash at prices ranging from $0.20 to
$0.75 per share.

On August 31, 2000 the Company entered into a subscription agreement with two
related parties for 1,500,000 shares of common stock for total cash proceeds of
$200,000.

On April 4, 2000, the Company issued 100,000 shares of restricted common stock
to a relative of an officer of the Company. The shares were issued, as an
incentive for the officer's relative to enter into a lease on behalf of the
Company for Computers and related equipment. The shares were valued at $112,500
and will be amortized over 36 months life of the lease. The Company charged
$18,666 to rent expense in the first six months of the fiscal year 2001, as a
result of this issuance.

Note 8 - Proposed Acquisitions

On September 5, 2000, the Company entered into a letter of intent giving the
Company a direct equity interest for developing positioning, and streamlining e-
commerce operations for a Columbian based coal mining operation. The Company has
terminated negotiations and the letter of intent.

In November, 2000, the Company entered into a letter of intent to merge the
Company with a Web development and training company. Both Companies are in the
process of doing due diligence.

Note 9 - Subsequence Events

The Company moved out of its headquarters into smaller facilities as a part of
its cost cutting measures. The Company has an undetermined liability to the
landlord of the property.

The President of MetroplexWeb a wholly owned subsidiary of NetCommerce resigned
in December, 2000 and started an new venture. The Company is selling some of its
Assets to his Company and believes that it will have all of those issues
resolved in the third fiscal quarter 2001.

                                       7
<PAGE>

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

Overview

NetCommerce is an Internet-related holding company, which invests in, develops
and operates Internet service companies from majority or wholly owned
subsidiaries. NetCommerce's Internet services, including web page design, web
hosting and ISP marketing activities are conducted through Metroplex.
NetCommerce's Internet-related telecommunications services are developmental-
stage and include the sale of prepaid calling cards and re-marketing of long
distance services.  All of the company's telecommunication services will be
conducted through InterCom.  As of February 29, 2000, there have been no
operations in InterCom.  Both Metroplex and InterCom are wholly owned
subsidiaries of the Company.

On January 24, 2000 the Company acquired Netcom ISP. Netcom ISP provided
connectivity and bandwidth services to small and medium sized businesses. Prior
to the acquisition of Netcom, the Company outsourced the Company's bandwidth
needs. To date, Netcom ISP has provided limited revenue and the Company has
stopped operating as a part of the cost cutting measures.

During fiscal 2000, the Company had increased their web site design, development
and hosting services through acquisitions of CurrentMedia LLC and Tectonic Data,
LLC.  CurrentMedia is located in Park City, Utah, and develops, designs and
hosts Internet web pages.  The Company believes that the acquisition is the
first major step in expanding their operations throughout the United States.
Tectonic is a provider of products and services for video/audio media storages
and streaming.  The Company plans on having Tectonic provide products, such as
streaming video technology and full service encoding of media to the 3,000
existing clients of the Company.  These services will allow clients to include
commercials, sales presentations, movies and other media messages.

On June 2, 2000, Net Commerce created Netcapitalonline.com, Inc., a wholely
owned financial services marketing and branding company. In the course of its
current business of web hosting and design, NetCommerce has the ability to
develop and source important business transactions related to financial
planning, Internet/Web strategic planning, business development, and
accounting/payroll services. Leveraging its proven business model,
Netcapitalonline.com intends to create opportunities for ongoing acquisition and
strategic investments that increase net value and complement the Company's core
business. In most cases, NetCommerce will retain an equity position in these
companies, independently maintained by its subsidiary Netcapitalonline.com, Inc.

On June 28, 2000, NetCommerce developed Askourcity.com which functions as the
leading online city directory for local information and transactions for any
given industry. Operating in cities worldwide, Askourcity.com delivers local
entertainment, commerce, news, community resources and personal interaction to
residents and vistors.

Additionally, in October, 2000 the Company organized Easysearch.Com. Inc., a
wholely owned search engine prioritization company. They provide search engine
prioritization services to Metroplexweb's existing customers and has a sales
force that is selling the product to small and medium businesses.

The consolidated financial statements presented herein reflect the acquisition
of Metroplex on May 5, 1999.  As the acquisition resulted in a change of control
of the Company, generally accepted accounting principles required that the
transaction be accounted for as a recapitalization of Metroplex.  The
accompanying consolidated financial statements reflect the historical operations
of Metroplex for the nine months and three months ended February 29, 2000 and
February 28, 1999.  The accompanying consolidated financial statements include
the operations of the Company from May 5, 1999, the date of the reverse
acquisition.

Results of Operations

Six Months Ended November 30, 2000 Compared to Six Months Ended November 30,
1999
--------------------------------------------------------------------------------

Revenues for the Six months ended November 30, 2000, were $919,527 versus
$399,619 during the same period in 1999 representing an increase of $519,908 or
230%.  Revenues increased as the Company continued to expand its operations.
The Company's revenues from web development and hosting were $684,756 and
$328,000, respectively, for the current quarter versus total revenues of
$399,619 for the 1999 six months.

                                       8
<PAGE>

Development expenses were $1,023,470 during the six  months ended November 30,
2000 compared to $558,833 during the same period in 1999.  The 183% increase was
primarily attributable to an increase in web development related compensation.

Sales and marketing expenses increased to $1,350,057 or 302% increase from
$447,078 during the first six months of fiscal 2000.  The increase is related to
the Company's expansion of its direct telemarketing sales staff.

General and administrative expenses increased to $759,129 or 559% increase from
$135,800 during the first six months of fiscal 2000.  The increase is primarily
due to the Company's expansion of its finance and accounting functions, as well
as incurring other expenses necessary to operate a public company.

Three Months Ended November 30, 2000 Compared to Three Months Ended November 30,
1999
--------------------------------------------------------------------------------

Revenues for the three months ended November 30, 2000, were $674,919 versus
$193,460 during the same period in 1999 representing an increase of $481,459 or
249%.  Revenues increased as the Company continued to expand its operations.
The Company's revenues from web development and hosting were $460,296 and
$152,000, respectively, for the current quarter versus total revenues of
$196,430 for the 1999 quarter.

Development expenses were $374,736 during the three months ended November 30,
2000 compared to $161,717 during the same quarter in 1999.  The 232% increase
was primarily attributable to an increase in web development related
compensation.

Sales and marketing expenses increased by $556,826 or 232% increase from
$240,298 during the second quarter of fiscal 2000.  The increase is related to
the Company's expansion of its direct telemarketing sales staff.

General and administrative expenses increased by $266,466 or 232% increase from
$114,985 during the second quarter of fiscal 2000.  The increase is primarily
due to the Company's expansion of its finance and accounting functions, as well
as incurring other expenses necessary to operate a public company.

Liquidity and Capital Resources

As of November 30, 2000, the Company had a working capital deficiency of
$1,044,859 with a cash balance of $(95,826).

The Company's plan is to seek for additional sources of capital and new
operating opportunities.  Management believes that $2 to $3 million is needed to
fund sales, marketing, and product development.  In the interim, the Company's
existence is dependent on continuing financial support from an affiliate.
Furthermore, the Company intends to utilize its common stock for future
financial support to finance its needs.  There are no assurances that the
Company will be successful in completing an offering sufficient to meet its
operating needs.  Such conditions raise substantial doubt about the Company's
ability to continue as a going concern unless substantial funds can be raised
through debt or equity capital.

The Company has no commitments for capital expenditures or additional equity or
debt financing and no assurances can be made that its working capital needs can
be met.  The Company incurred $21,767 of capital expenditures during the second
quarter of fiscal 2001.

The Company has generated cash from sales of its common stock and notes to fund
its capital expenditures and operating losses.  During the six months ended
November 30, 2000, the Company generated $1,095,765 and $300,000 from the
issuance of common stock and notes, respectively, versus proceeds from the
issuance of notes payable of $350,000 during the same period in 1999.  The
Company used $418,029 in operations in the current quarter versus generating
$105,716 in the prior year quarter.

The Company has incurred losses, which are available to offset future taxable
income.  Due to the uncertainties regarding the recovery of such asset through
future operations, management has recorded a valuation allowance to reduce all
its deferred tax assets to zero.  Accordingly, there is no benefit for income
taxes in the accompanying financial statements.

                                       9
<PAGE>

Part II                       OTHER INFORMATION




Item 1.  Legal Proceedings

There have been no changes since the Company's last report in Item 3, "Legal
Proceedings" of Form 10-KSB for the fiscal year ended May 31, 2000.

Item 2.  Changes in Securities

  Not Applicable

Item 3.  Defaults upon Senior Securities

  Not Applicable

Item 4.  Submission of Matters to Vote of Securities Holders

  None

Item 5.  Other Information

  The Company currently has three board of directors and will have the required
five members by February 1, 2001

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits - None

     (b)  Form 8-K -




                                  SIGNATURES


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

                               NetCommerce, Inc.



Date:  March 23, 2001                   By:  /s/ Mark Lindberg
                                        ----------------------------------
                                        Mark Lindberg
                                        President and
                                        Chief Executive Officer


                                        By:  /s/ Donald W Prosser
                                        ----------------------------------
                                        Donald W Prosser
                                        Secretary and
                                        Chief Financial Officer

                                       10