<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
--------------------------------------------------------------------------------

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       For the quarterly period ended June 30, 2000

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


Commission file number:  000-28721

                                 STUPIDPC, INC.
             (Exact name of registrant as specified in its charter)


               Georgia                                   582321232
   --------------------------------         ------------------------------------
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

    6690 Jones Mill Court, Suite A
           Norcross, Georgia                              77356
   --------------------------------------         ---------------------
   (Address of Principal Executive Office)              (Zip Code)

    Issuer's telephone number, including area code:   (770) 448-4150

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes  [X]  No  [ ]

         As of June 30, 2000 the registrant had 6,733,415 shares of Common Stock
outstanding.

         Transitional Small Business Disclosure Format (check one):

Yes  [ ]  No  [X]


<PAGE>   2

                                     PART I

                          ITEM 1. FINANCIAL STATEMENTS

                                 StupidPC, Inc.

                                 BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS


<TABLE>
<CAPTION>
                                                             June 30,      December 31,
                                                               2000            1999
                                                            ---------      ------------
<S>                                                         <C>             <C>
CURRENT ASSETS
   Cash and short-term investments                          $      --       $   2,857
   Trade accounts receivable                                   69,971         112,993
   Inventories                                                211,762         148,055
   Prepaid expenses and other current assets                    6,240          19,376
                                                            ---------       ---------

       Total current assets                                   287,973         283,281

PROPERTY AND EQUIPMENT - AT COST
   Office furniture and equipment                              87,056          74,623
   Vehicles                                                    55,482          55,482
                                                            ---------       ---------
                                                              142,538         130,105
   Less accumulated depreciation                              (53,626)        (37,626)
                                                            ---------       ---------

           Net property and equipment                          88,912          92,479

OTHER ASSETS
   Deferred financing cost                                    220,183         425,196
   Deposits                                                     7,075           7,075
                                                            ---------       ---------
           Total other assets                                 227,258         432,271
                                                            ---------       ---------

                                                            $ 604,143       $ 808,031
                                                            =========       =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       2
<PAGE>   3

                                 StupidPC, Inc.

                                 BALANCE SHEETS
                                   (Unaudited)

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                           June 30,        December 31,
                                                             2000              1999
                                                         -----------       ------------
<S>                                                      <C>               <C>
CURRENT LIABILITIES
   Current maturities of long term debt                  $     8,259       $     7,927
   Note payable to officer                                    35,000                --
   Notes payable                                             125,873           100,873
   Trade accounts payable                                    669,718           387,965
   Accrued expenses                                          264,145           190,619
                                                         -----------       -----------

       Total current liabilities                           1,102,995           687,384

LONG-TERM DEBT, net of current maturities                     14,443            18,626

CONVERTIBLE DEBENTURES                                       656,663           896,663

SHAREHOLDERS' DEFICIT
   Capital stock (Note E)                                  2,162,017         1,566,659
   Accumulated deficit                                    (3,331,975)       (2,361,301)
                                                         -----------       -----------

         Total shareholders' deficit                      (1,169,958)         (794,642)
                                                         -----------       -----------

                                                         $   604,143       $   808,031
                                                         ===========       ===========
</TABLE>


                                       3
<PAGE>   4

                                 StupidPC, Inc.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months
                                                       Ended June 30,
                                               -----------------------------
                                                   2000              1999
                                               -----------       -----------
<S>                                            <C>               <C>
Revenue
   Product sales                               $   640,019       $   938,767
                                               -----------       -----------
Costs and expenses
   Cost of product sales                           499,495           782,814
     Selling, general and
     administrative                                283,518           237,422
                                               -----------       -----------
                                                   783,013         1,020,236
                                               -----------       -----------

Loss from Operations                              (142,994)          (81,469)
Other income (expense)
   Interest income                                      86                --
   Interest and financing costs                    (73,305)             (667)
                                               -----------       -----------
         Net loss before
           income taxes                           (216,213)          (82,136)

Income tax expense (benefit)                            --                --
                                               -----------       -----------
         Net loss                              $  (216,213)      $   (82,136)
                                               ===========       ===========

Net loss per common share
   Basic                                       $      (.03)      $      (.01)
                                               ===========       ===========

   Diluted                                     $      (.03)      $      (.01)
                                               ===========       ===========
Weighted average shares
   Basic                                       $ 6,710,558       $ 6,133,361
   Diluted                                     $ 6,710,558       $ 6,133,361
</TABLE>

The accompanying notes are an integral part of these statements.


                                       4
<PAGE>   5

                                 StupidPC, Inc.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Six Months
                                                      Ended June 30,
                                               -----------------------------
                                                   2000               1999
                                               -----------       -----------
<S>                                            <C>               <C>
Revenue
   Product sales                               $ 1,455,197       $ 1,843,654
                                               -----------       -----------
Costs and expenses
   Cost of product sales                         1,196,982         1,523,006
   Selling, general and
     administrative                                981,747           578,087
                                               -----------       -----------
                                                 2,178,729         2,101,093
                                               -----------       -----------

Loss from Operations                              (723,532)         (257,439)
Other income (expense)
   Interest income                                      86               165
   Interest and financing costs                   (247,228)             (898)
                                               -----------       -----------
         Net loss before
           income taxes                           (970,674)         (258,172)

Income tax expense (benefit)                            --                --
                                               -----------       -----------
         Net loss                              $  (970,674)      $  (258,172)
                                               ===========       ===========

Net loss per common share
   Basic                                       $     (0.15)      $      (.04)
                                               ===========       ===========

   Diluted                                     $     (0.15)      $      (.04)
                                               ===========       ===========
Weighted average shares
   Basic                                       $ 6,572,732       $ 6,190,250
   Diluted                                     $ 6,572,732       $ 6,190,250
</TABLE>


                                       5
<PAGE>   6

                                 StupidPC, Inc.

                       STATEMENT OF SHAREHOLDERS' DEFICIT
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          Number of       Capital        Accumulated
                                            shares         stock           deficit            Total
                                          ---------      ----------      -----------       -----------
<S>                                       <C>            <C>             <C>               <C>
Balance, December 31, 1999                6,236,292      $1,566,659      $(2,361,301)      $  (794,642)

Issuance of stock for services              187,663         310,602               --           310,602

Conversion of convertible debentures        269,460         244,756               --           244,756

Exercise of warrants                         40,000          40,000               --            40,000

Net loss for the period                          --              --         (970,674)         (970,674)
                                          ---------      ----------      -----------       -----------

Balance, June 30, 2000                    6,733,415      $2,162,017      $(3,331,975)      $(1,169,958)
                                          =========      ==========      ===========       ===========
</TABLE>

The accompanying notes are an integral part of this statement.


                                       6
<PAGE>   7

                                 StupidPC, Inc.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Six Months
                                                                 Ended June 30,
                                                            -------------------------
                                                               2000           1999
                                                            ---------       ---------
<S>                                                         <C>             <C>
Cash flows from operating activities:
   Net loss                                                 $(970,674)      $(258,172)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Depreciation and amortization                          221,013           8,258
       Issuance of stock to employees                              --          87,840
       Issuance of common stock for services                  310,603              --
       Change in assets and liabilities:
         Accounts receivable                                   43,022         (44,472)
         Inventories                                          (63,707)         (5,013)
         Prepaid expenses and other current assets             13,136              --
         Other assets                                              --            (302)
         Trade accounts payable                               281,753        (140,401)
         Accrued expenses                                      78,281          29,380
                                                            ---------       ---------

             Net cash used in operating activities            (86,573)       (322,882)
                                                            ---------       ---------

Cash flows from investing activities:
   Purchase of property and equipment                         (12,433)        (10,770)
                                                            ---------       ---------

              Net cash used in investing activities           (12,433)        (10,770)
                                                            ---------       ---------

Cash flows from financing activities:
   Repayment of long-term debt                                 (3,851)         (2,958)
   Net Proceeds from notes payable                             60,000         100,873
   Proceeds from exercise of warrants                          40,000              --
   Proceeds from issuance of common stock                          --         170,000
                                                            ---------       ---------

         Net cash provided by financing activities             96,149         267,915
                                                            ---------       ---------

Net decrease in cash and short-term investments                (2,857)        (65,737)

Cash and short-term investments at beginning of year            2,857          72,540
                                                            ---------       ---------

Cash and short-term investments at end of year              $      --       $   6,803
                                                            =========       =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       7
<PAGE>   8

                                 StupidPC, Inc.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                  June 30, 2000

NOTE A - BASIS OF PRESENTATION

   The interim financial statements included herein have been prepared by the
   Company without audit. These statements reflect all adjustments which are, in
   the opinion of management, necessary to present fairly the financial
   position, results of operations, cash flows and changes in stockholders'
   equity for the periods presented. All such adjustments are of a normal
   recurring nature. Certain information and footnote disclosures normally
   included in financial statements prepared in accordance with generally
   accepted accounting principles have been condensed or omitted. The Company
   believes that the financial statements and disclosures are adequate to make
   the information not misleading. It is suggested that these financial
   statements and notes be read in conjunction with the audited financial
   statements and notes for the year ended December 31, 1999, included in the
   Form 10-K filed by the Company.

NOTE B - LOSS PER SHARE

   Net loss per share was computed using the requirements of Statement of
   Financial Accounting Standards No. 128, Earnings per share, and Staff
   Accounting Bulletin No. 98. Net loss per share-basic was computed by dividing
   net loss attributable to common stock by the weighted average number of
   shares of common stock outstanding during the period. The denominator for net
   loss per share-diluted also considers the dilutive effect of outstanding
   stock options, warrants, and convertible debentures. Due to the Company's net
   loss, the amounts reported for basic and diluted are the same for both
   periods presented.

NOTE C - CONVERTIBLE DEBENTURES

   On July 31, 1999, the Company issued $1,200,000 of 8% Convertible Debentures
   due June 30, 2001 (the "Debentures"). Proceeds were $1,200,000, less debt
   issuance costs of $132,500. In addition, the Company issued 120,000 common
   stock purchase warrants to the holders of the Debentures and 100,000 purchase
   warrants to a broker of the debenture transaction. The warrants, which expire
   on July 30, 2002, entitle the holder to purchase one common share of the
   common stock of the Company at the price of $5.50. The Debentures are
   convertible into shares of common stock of the Company at the lesser of (i)
   $6.25 per share or (ii) 80% of the market price of the common stock at the
   conversion date. The convertible debenture holder converted $50,000 of
   convertible debentures into 26,042 shares at a conversion price of $1.92 on
   October 20, 1999. During the six months ended June 30, 2000, an additional
   $244,756, including accrued interest, of convertible debentures were
   converted into 269,460 shares of common stock.


                                       8
<PAGE>   9

                                 StupidPC, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

                                  June 30, 2000

NOTE C - CONVERTIBLE DEBENTURE - Continued

   In connection with the issuance of 120,000 stock purchase warrants to
   debenture holders during 1999, the Company valued the warrants in accordance
   with SFAS No. 123, Accounting for Stock-Based Compensation utilizing the
   following assumptions: expected volatility of 86%, risk free interest rate of
   5.5%, and an expected term of three years, and allocated $323,710 of the
   proceeds to Capital Stock in accordance with APB 14, Accounting for
   Convertible Debt issued with Stock Purchase Warrants. This warrant value will
   be amortized to interest expense over the stated term of the debt which is 23
   months. The 100,000 warrants issued to a broker of the debenture transaction
   were valued at $410,809 using the Black Scholes option pricing model
   utilizing the same assumptions as described above. This value was recorded as
   deferred financing costs.

   The related deferred financing costs is included as "Other Assets" in the
   Company's balance sheet to be amortized over the stated term of the debt,
   which is 23 months. Amortization expense in the amount of approximately
   $200,000 and $55,000 was recorded for the six months and quarter ended June
   30, 2000, respectively.

NOTE D - SHORT-TERM NOTES PAYABLE

   During 1999, the Company received loans totaling $100,873 from three private
   individuals at an interest rate of 10%. Principal and accrued interest on
   these loans are due on June 21, 2001. During the quarter ended March 31,
   2000, the Company received an additional loan from a private individual in
   the amount of $65,000. Interest accrues on the loan at 10% with principal and
   interest due August 30, 2000. All short-term notes are uncollateralized.

NOTE E - CAPITAL STOCK

     At June 30, 2000 and December 31, 1999, the Company has the following
   classes of capital stock:

      Common Stock - authorized 30,000,000 shares of no par value with 6,733,415
      and 6,236,292 shares issued and outstanding on June 30, 2000 and December
      31, 1999, respectively.

      Class B Common Stock - authorized 10,000,000 shares of no par value with
      no shares issued and outstanding.

      Class C Common Stock - authorized 20,000,000 shares at no par value with
      no shares issued and outstanding.

      Preferred Stock - authorized 20,100,000 shares of no par value with no
      shares issued and outstanding.


                                       9
<PAGE>   10

                                 StupidPC, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

                                  June 30, 2000

NOTE F - COMMITMENTS AND CONTINGENCIES

   Litigation

   The Company is involved in a lawsuit where the plaintiff is alleging
   ownership of certain shares of StupidPC, Inc. prior to the merger. The
   Company's transfer agent is holding these shares in escrow pending the
   outcome of the lawsuit. Based on the outcome of this lawsuit, all of these
   shares will be issued, either to the plaintiff in the lawsuit or to the
   original shareholders of StupidPC, Inc. in proportion to their ownership
   prior to the merger.

   The Company has also received a claim by a former director to alleged
   entitlement to the exercise of 750,000 options on common stock at a nominal
   exercise price. Management of the Company believes it has an adequate defense
   to this claim, but if it is resolved unfavorably to the Company, it could
   result in the exercise of these options and the issuance of these shares of
   common stock.

   The Company is also involved in various claims and legal actions. In the
   opinion of management, the ultimate disposition of these matters will not
   have a material adverse effect on the Company's financial position or results
   of operations.


                                       10
<PAGE>   11

        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

         The following discussion should be read in conjunction with the
financial statements and accompanying notes thereto of the Company contained
elsewhere in this Quarterly Report on Form 10-QSB.

         StupidPC, Inc. cautions readers that certain important factors may
affect the Company's actual results and could cause such results to differ
materially from any forward-looking statements that may be deemed to have been
made in this Form 10-QSB or that are otherwise made by or on behalf of the
Company. For this purpose, any statement contained in the Form 10-QSB that is
not a statement of historical fact may be deemed to be a forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "expect," believe," "anticipate," "intend," "could," "estimate," or
"continue" or the negative variations thereof or comparable terminology are
intended to identify forward-looking statements. Factors that may affect the
Company's results include, but are not limited to, the Company's history of
losses, its need for additional financing and its competitive marketing
environment. The Company is also subject to other risks detailed herein or
detailed from time to time in the Company's filings with the Securities and
Exchange Commission. In this Quarterly Report on Form 10-QSB, the terms
"StupidPC," the "Company" and "we" refer to StupidPC, Inc.

         StupidPC designs, assembles and sells affordably-priced customized
personal computer systems. We provide the intimidated consumer a means for
entering the high-tech world of computers without apprehension of investing in
machinery and peripherals in which they have little or no experience. We market
our products and services from two retail locations in the Atlanta area, as well
on our website at www.stupidpc.com.

         Since our inception in June 1997, we have engaged principally in the
development of the technology and activities related to the commencement of our
business operations. Accordingly, our historical results of operations are not
indicative of, and should not be relied upon, as an indicator of our future
performance.

         Our future operating results will depend on many factors, some of which
are beyond our control. If our financial results are below the expectations of
securities analysts or our investors in some future quarter, it is likely our
stock price will decline, perhaps significantly. Factors that affect our
operating results may include:

   -  rate and price at which customers purchase our products;
   -  amount and timing of capital expenditures and other costs relating to the
      expansion of our services and infrastructure;
   -  the introduction of new products and services by us or our competitors;
   -  price competition by competitors;
   -  unavailability of product components;
   -  loss of key employees and the time required to train replacements;
   -  the overall and long-term acceptance of the Internet by individuals and
      organizations for e-commerce; and
   -  general economic conditions that might cause a decrease in personal
      computer sales.

         In addition, we expect that our operating expenses will increase,
perhaps significantly, as we intend to expand our inventory, personnel and
infrastructure, open new retail outlets and improve our operational and
financial systems. If our revenues do not increase along with these expenses,
our financial condition could be seriously harmed.

         Our future operating results are likely to be adversely affected by
these and other factors. Accordingly, we believe that quarter-to-quarter
comparisons of operating results for prior periods are not meaningful. You
should not rely on the results of any one quarter as an indication of our future
performance.


                                       11
<PAGE>   12
RESULTS OF OPERATIONS - THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
COMPARED TO THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999

         REVENUES. Revenues for the Quarter ended June 30, 2000 were $640,019, a
32% decrease from revenues of $938,767 for the Quarter ended June 30, 1999.
Revenues for the six months ended June 30, 2000 were $1,455,197, a 21% decrease
from revenues of $1,843,654 for the six months ended June 30, 1999. Revenues
decreased during this period as a result of a decrease in the number of units
sold. During the Second Quarter of 2000, we sold approximately 425 units
compared with 733 units during the Second Quarter of 1999, a 42% decrease. The
average price for a unit for the same periods was approximately equal. We
believe that the decrease in the number of units sold is a result of increased
competition in the lower end retail computer market and offers of significant
rebates by large retailers.

         COST OF PRODUCT SALES. Cost of product sales was $499,495 for the
Second Quarter of 2000, a decrease of 36% from cost of product sales of $782,814
for the Second Quarter of 1999. Cost of product sales was $1,196,982 for the six
months ended June 30, 2000, a 21% decrease from cost of product sales of
1,523,006 for the six months ended June 30, 1999. This decrease is a function of
fewer units sold.

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $283,518 for the Second Quarter of 2000, an
increase of 19% from selling, general and administrative costs of $237,422 for
the Second Quarter of 1999. Selling, general and administrative expenses were
$981,747 for the six months ended June 30, 2000, an increase of 70% from
$578,087 for the six months ended June 30, 1999. These expenses increased
primarily as a result of increased costs for additional personnel, accounting
and legal services, as well as an increase in advertising expenditures.

         OTHER INCOME (EXPENSE). During the Second Quarter of 2000 and the six
months ended June 30, 2000, we incurred $73,305 and $247,228 of interest and
financing costs, respectively, a substantial increase over the 1999 same period
expenditures of $667 and $898. This increase is related to the July 1999
issuance of our 8% convertible debentures.

         INCOME TAXES. Income taxes will consist of federal, state and local
taxes, when applicable. We expect significant net losses for the foreseeable
future which should generate net operating loss carryforwards ("NOL"). However,
utilization of NOL's is subject to substantial annual limitations. In addition,
income taxes may be payable during this time due to operating income in certain
tax jurisdictions. We recognized no provision for taxes for the fiscal years
ended 1999 or 1998, as we generated net losses.

         NET LOSS. For the reasons stated above, we incurred a net loss of
$216,213, or $0.03 per share, for the Second Quarter of 2000 compared with a net
loss of $82,136 or $0.01 per share, for the Second Quarter of 1999, and a net
loss of $970,674, or $0.15 per share, for the six months ended June 30, 2000
compared with a net loss of $258,172, or $0.04 per share for the six months
ended June 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception, we have financed our operations primarily through
operations and from the sale of our securities. As of June 30, 2000, we had an
accumulated deficit of $3,331,975.

         Net cash used in our operating activities for the period was $86,573
and $322,882 for the six months ended June 30, 2000 and the six months ended
June 30, 1999, respectively. The net cash used in operations during these
periods was primarily due to net losses and increases in current assets, offset
by increases in accounts payable and accrued liabilities.


                                       12
<PAGE>   13

         We believe that the net proceeds from the sale of our 8% debentures and
cash from operations will be sufficient to fund our aggregate capital
expenditures and working capital requirements, including operating losses, only
through the remaining two quarters of 2000. As a result, we will need to secure
additional financing to open new retail locations or to meet
higher-than-expected product sales. We may obtain additional funding through the
sale of public or private debt and/or equity securities or through securing a
bank credit facility. We cannot guarantee that we will be able to obtain
additional financing, or that such financing, if obtained, will be on
satisfactory terms. If sufficient financing is not available or is not available
on satisfactory terms, we may be forced to sell assets or seek to refinance our
outstanding obligations. We may also be unable to:

         -  purchase computer components and equipment;
         -  take advantage of future opportunities, such as opening a new retail
            outlet; or
         -  respond to changing consumer needs and technological innovations.

         Any of these events could seriously harm our business, financial
condition and results of operations. For a description of our 8% debentures, see
"Recent Sales of Securities; Use of Proceeds of Registered Securities."

         We expect to experience substantial negative cash flow for at least the
next several months due to continued development of our products and our
Internet distribution channel including the costs of advertising and marketing
associated with these. Our future cash requirements, as well as our revenues,
will depend on a number of factors including:

         -  the number of retail locations opened, the timing of the opening and
            products offered;
         -  the rate at which customers purchase our products and the pricing of
            such products;
         -  the level of marketing required to attract and retain customers and
            to attain a competitive position in the marketplace;
         -  the success or failure of any joint marketing programs, including
            our agreement with Cable & Wireless; and
         -  the rate at which we invest in engineering and development and
            intellectual property with respect to existing and future
            technology.

YEAR 2000 IMPACT

         The Year 2000 problem could affect computers, software and other
equipment that we use. Accordingly, we reviewed internal computer programs and
systems to determine if they would be Year 2000 compliant. As a result of our
planning and review efforts, we experienced no significant disruptions in our
critical systems or applications, and believe those systems successfully
responded to the Year 2000 date change. We are not aware of any material
problems resulting from Year 2000 issues, either with our internal systems or
the products and services of third parties. We will continue to monitor our
critical computer applications and those of our suppliers and vendors throughout
the year 2000 to ensure that any latent Year 2000 matters that may arise are
addressed promptly.


                                       13
<PAGE>   14

                                     PART II

Pursuant to the Instructions to Part II of the Form 10-QSB, Items 1, 2, 3, 4 and
5 have been omitted.

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (a) The following exhibits are to be filed as part of this Form 10-QSB:

          EXHIBIT NO.      IDENTIFICATION OF EXHIBIT

          Exhibit 3.1(1)   Articles of Incorporation of StupidPC, Inc.

          Exhibit 3.2(1)   Bylaws of StupidPC, Inc.

          Exhibit 4.1(1)   See Exhibits 3.1 and 3.2 for provisions in the
                           Articles of Incorporation and the Bylaws defining the
                           rights of the holders of common stock of StupidPC,
                           Inc.

          Exhibit 4.2 (1)  Specimen common stock certificate

          Exhibit 27.1     Financial Data Schedule (for SEC use only)

         (1) Filed previously on registration statement Form SB-2 SEC File No.
333-87353 and incorporated by reference herein.

    (b) Reports on Form 8-K.

        None.


                                   SIGNATURES

         In accordance with the Securities Act, this report has been signed
below by the following persons on behalf of the undersigned, thereunto duly
authorized.

                                       StupidPC, Inc.


Date:  August 14, 2000                 By: /s/ Stephen B. Brannon
                                          -----------------------------------
                                          Stephen B. Brannon
                                          President, Chief Executive Officer,
                                          Director (Principal Executive
                                          Officer and Principal Financial and
                                          Accounting Officer)