<PAGE>

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

                                  FORM 10-QSB/A

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

                  For the quarterly period ended December 31, 2001

                                       OR

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

                         Commission file number: 001-15835

                                 SonicPort, Inc.
             (Exact name of registrant as specified in its charter)

           Nevada                                              84-1290152
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                            identification number)

                         5301 Hollister Road, Suite 250
                              Houston, Texas 77040
          (Address of principal executive offices, including zip code)

                                  (713)934-3856
              (Registrant's telephone number, including area code)

                             21621 Nordhoff Street
                          Chatsworth, California 91311
     (Former Name, Former Address and Former Fiscal year, if changed since
                                  Last Report)

           Securities registered pursuant to Section 12(b) of the Act:
                    Common Stock, par value $0.0001 per share

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [_]

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

Number of shares of common stock outstanding as of December 31, 2001:
46,686,164


<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                                      CONSOLIDATED BALANCE SHEET
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                          $ 27,123
     Accounts receivable                                                 294,379
     Prepaid expenses and other current assets                            36,437
                                                                        --------

         Total current assets                                            357,939

PROPERTY AND EQUIPMENT, net                                              251,554
OTHER ASSETS                                                              33,894
                                                                        --------

                      TOTAL ASSETS                                      $643,387
                                                                        ========



   The accompanying notes are an integral part of these financial statements.


<PAGE>
<TABLE>

                                                         SONICPORT, INC. AND SUBSIDIARIES
                                                               CONSOLIDATED BALANCE SHEET
                                                            DECEMBER 31, 2001 (UNAUDITED)
=========================================================================================
<CAPTION>

                           LIABILITIES AND SHAREHOLDERS' DEFICIT
<S>                                                                         <C>
CURRENT LIABILITIES
     Notes payable, net of unamortized discount of $8,110                   $    242,706
     Notes payable - related parties                                             160,000
     Current portion of capital lease obligations                                 11,146
     Convertible promissory notes, net of unamortized discount of $78,750      1,821,250
     Convertible promissory notes - related parties, net of unamortized
         discount of $14,063                                                     610,937
     Deferred revenue                                                             60,188
     Accounts payable                                                            448,303
     Accrued expenses                                                            169,626
     Interest payable, including $12,433 to related parties                       28,570
     Due to related party                                                         71,154
     Net liabilities of discontinued operations                                1,174,665
                                                                            -------------

              Total current liabilities                                        4,798,545

CAPITAL LEASE OBLIGATIONS, net of current portion                                 16,892
                                                                            -------------

                  Total liabilities                                            4,815,437
                                                                            -------------

COMMITMENTS

SHAREHOLDERS' DEFICIT
     Convertible Series A preferred stock, $0.0001 par value
         10,000,000 shares authorized
         640,000 shares issued and outstanding
         $2.50 liquidation preference, dividends of $73,067 in arrears                64
     Convertible Series B preferred stock, $0.0001 par value
         700,000 shares authorized
         629,666 shares issued and outstanding
         $0.75 liquidation preference, dividends of $47,925 in arrears                63
     Common stock, $0.0001 par value
         100,000,000 shares authorized
         46,686,164 shares issued and outstanding                                  4,821
     Subscription receivable                                                     (50,000)
     Common stock committed, 1,084,641 shares                                  1,084,641
     Additional paid-in capital                                               19,122,163
     Accumulated deficit                                                     (24,113,802)
     Treasury stock, at cost, 1,528,000 shares                                  (220,000)
                                                                            -------------

              Total shareholders' deficit                                     (4,172,050)
                                                                            -------------

                      TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT           $    643,387
                                                                            =============


   The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>
<TABLE>


                                                                 SONICPORT, INC. AND SUBSIDIARIES
                                                            CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000 (UNAUDITED)
=================================================================================================
<CAPTION>

                                                  For the                       For the
                                             Three Months Ended            Nine Months Ended
                                                December 31,                  December 31,
                                        ---------------------------   ---------------------------
                                            2001           2000           2001           2000
                                        ------------   ------------   ------------   ------------
<S>                                     <C>            <C>            <C>            <C>
REVENUES
   Software licensing revenues          $   393,754    $   325,312    $   943,454    $   693,719
   Software maintenance revenues                 --          2,550        164,475          2,550
                                        ------------   ------------   ------------   ------------

       Total revenues                       393,754        327,862      1,107,929        696,269
                                        ------------   ------------   ------------   ------------

COST OF SALES                               138,250        125,459        412,975        313,461
                                        ------------   ------------   ------------   ------------
       Gross profit                         255,504        202,403        694,954        382,808

OPERATING EXPENSES
   General and administrative               580,613        669,428      2,088,233      3,059,787
                                        ------------   ------------   ------------   ------------

LOSS FROM OPERATIONS                       (325,109)      (467,025)    (1,393,279)    (2,676,979)
                                        ------------   ------------   ------------   ------------

OTHER INCOME (EXPENSE)
   Financing costs                          (69,574)            --       (124,874)            --
   Interest expense                        (229,806)       (26,739)    (2,373,184)       (44,336)
   Interest expense - related parties       (10,515)            --        (47,721)            --
   Interest income                              638             --          3,608         10,559
   Loss on disposal of assets                    --        (66,528)            --        (74,385)
                                        ------------   ------------   ------------   ------------

     Total other income (expense)          (309,257)       (93,267)    (2,542,171)      (108,162)
                                        ------------   ------------   ------------   ------------

LOSS FROM CONTINUING OPERATIONS
   BEFORE PROVISION FOR (BENEFIT
   FROM) INCOME TAXES, DISCONTINUED
   OPERATIONS, AND EXTRAORDINARY
   ITEM                                    (634,366)      (560,292)    (3,935,450)    (2,785,141)

PROVISION FOR (BENEFIT FROM)
   INCOME TAXES                                 816             --          1,616           (203)
                                        ------------   ------------   ------------   ------------


            The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>
<TABLE>


                                                                       SONICPORT, INC. AND SUBSIDIARIES
                                                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000 (UNAUDITED)
=======================================================================================================
<CAPTION>

                                                     For the                       For the
                                                Three Months Ended             Nine Months Ended
                                                   December 31,                   December 31,
                                         -----------------------------   -----------------------------
                                             2001            2000            2001            2000
                                         -------------   -------------   -------------   -------------
<S>                                      <C>             <C>             <C>             <C>
LOSS FROM CONTINUING OPERATIONS
   BEFORE DISCONTINUED OPERATIONS
   AND EXTRAORDINARY ITEM                $   (635,182)   $   (560,292)   $ (3,937,066)   $ (2,784,938)

DISCONTINUED OPERATIONS
   Income (loss) from operations of
     discontinued subsidiary, net of
     provision for income taxes of $0        (177,437)       (260,058)       (118,926)     (1,612,616)
   Loss on disposal of discontinued
     subsidiary, net of taxes of $0          (961,849)             --        (961,849)             --
                                         -------------   -------------   -------------   -------------

LOSS BEFORE EXTRAORDINARY ITEM             (1,774,468)       (820,350)     (5,017,841)     (4,397,554)

EXTRAORDINARY ITEM
   Income from forgiveness of interest
     payable                                       --              --              --          41,667
                                         -------------   -------------   -------------   -------------

NET LOSS                                   (1,774,468)       (820,350)     (5,017,841)     (4,355,887)

Preferred stock dividend                      264,698              --         264,698              --
                                         -------------   -------------   -------------   -------------
Net loss available to common
  shareholders                           $ (2,039,166)   $   (820,350)   $ (5,882,539)   $ (4,335,887)
                                         =============   =============   =============   =============

BASIC AND DILUTED LOSS PER SHARE
   From continuing operations            $      (0.01)   $      (0.01)   $      (0.09)   $      (0.07)
   From discontinued operations                 (0.02)          (0.01)          (0.02)          (0.03)
   From extraordinary item                         --              --              --            0.00
   Preferred stock dividend                     (0.01)             --           (0.01)             --
                                         -------------   -------------   -------------   -------------

     TOTAL BASIC AND DILUTED LOSS
       PER SHARE                         $      (0.04)   $      (0.02)   $      (0.12)   $      (0.10)
                                         =============   =============   =============   =============

BASIC AND DILUTED WEIGHTED-
   AVERAGE SHARES OUTSTANDING              45,920,437      43,249,561      43,539,700      42,024,895
                                         =============   =============   =============   =============

               The accompanying notes are an integral part of these financial statements.

</TABLE>



<PAGE>
<TABLE>

                                                                SONICPORT, INC. AND SUBSIDIARIES
                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                FOR THE NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000 (UNAUDITED)
================================================================================================
<CAPTION>

                                                                        2001           2000
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss from continuing operations                            $(3,937,066)   $(2,784,938)
     Adjustments to reconcile net loss from continuing operations
         to net cash used in operating activities
              Depreciation and amortization of property and
                  equipment                                             224,879        154,821
              Amortization of offering financial costs                  250,238             --
              Loss on disposal of property and equipment                     --          7,857
              Interest charges on convertible promissory notes        1,947,942             --
              Issuance of options for services rendered                      --         16,750
              Issuance of warrants for lock-up agreements                11,520             --
              Issuance of stock for services rendered                   257,898             --
              Issuance of stock for lock-up agreements                  224,905             --
              Liquidation damages on conversion of convertible
                  promissory notes                                           --         59,998
              Note payable issued for legal settlement                       --         52,500
              Extraordinary item                                             --         41,667
              (Increase) decrease in
                  Accounts receivable                                   (49,475)      (308,674)
                  Prepaid expenses and other current assets              82,682        (74,028)
                  Other assets                                          (23,845)            --
              Increase (decrease) in
                  Deferred revenue                                       60,188             --
                  Accounts payable                                      104,653        623,439
                  Accrued expenses                                       55,437         11,975
                  Accrued interest                                       10,869        (21,588)
                                                                    ------------   ------------

Net cash used in continuing operating activities                       (779,175)    (2,220,221)
Net cash used in discontinued operating activities                     (840,439)    (2,108,573)
                                                                    ------------   ------------

Net cash used in operating activities                                (1,619,614)    (4,328,794)
                                                                    ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                 (17,102)       (63,723)
     Net advances from (repayments to) related parties                   14,586             --
                                                                    ------------   ------------

Net cash provided by (used in) investing activities                      (2,516)       (63,723)
                                                                    ------------   ------------


           The accompanying notes are an integral part of these financial statements.
</TABLE>



<PAGE>
<TABLE>

                                                                 SONICPORT, INC. AND SUBSIDIARIES
                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 FOR THE NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000 (UNAUDITED)
=================================================================================================
<CAPTION>
                                                                      2001              2000
                                                                  ------------      ------------
<S>                                                               <C>               <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Book overdraft                                               $        --       $     1,547
     Contributed capital - affiliate                                       --           228,268
     Payments on capital lease obligations                             (6,915)               --
     Proceeds from notes payable                                      249,000            70,557
     Repayment of notes payable                                       (90,080)         (365,042)
     Proceeds from note payable - related party                        50,000           310,859
     Repayment of notes payable - related party                      (263,789)         (110,859)
     Proceeds from convertible promissory notes                       750,000           150,000
     Repayment of convertible promissory notes                       (160,000)               --
     Proceeds from common stock                                       304,654           866,796
     Proceeds from committed common stock                                  --            50,000
     Stock issuance costs                                             (68,149)         (104,195)
     Proceeds from preferred stock                                         --         2,482,250
     Redemption of preferred stock                                         --          (400,000)
     Rescission of preferred stock                                    (10,000)               --
     Payment of dividends                                            (264,698)               --
                                                                  ------------      ------------

Net cash provided by financing activities                             424,725         3,180,181
                                                                  ------------      ------------

Net decrease in cash and cash equivalents                          (1,132,107)       (1,212,236)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      1,159,230         1,212,305
                                                                  ------------      ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $    27,123       $        69
                                                                  ============      ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     INTEREST PAID                                                $   111,439       $    15,630
                                                                  ============      ============
</TABLE>


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the nine months ended December 31, 2001, the Company completed the
following:

o        certain founding shareholders of Sonicport Inc. exchanged 1,528,000
         shares of common stock for $220,000 in notes payable.

o        recorded deferred financing costs of $891,248 related to the issuance
         of $750,000 of convertible promissory notes.

o        issued 475,000 shares of common stock valued at $190,000, which were
         committed prior to March 31, 2001.

   The accompanying notes are an integral part of these financial statements.




<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED DECEMBER 31, 2001 AND 2000 (UNAUDITED)
================================================================================

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (CONTINUED)
During the nine months ended December 31, 2000, the Company completed the
following:

o        wrote off $99,025 of leasehold improvements and recognized a loss on
         their disposal of $74,385.

o        note holders converted $500,000 of convertible promissory notes and
         related finance charges totaling $60,000 into 224,000 shares of common
         stock.

o        issued 2,012,157 shares common stock valued at $4,946,112, which were
         committed prior to March 31, 2000.

o        issued 1,460,000 shares of common stock as prepayment for services to
         be rendered valued at $109,500.














   The accompanying notes are an integral part of these financial statements.


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 1 - ORGANIZATION AND BUSINESS

         General
         -------
         Sonicport, Inc. ("Sonicport") is a financial services company
         specializing in the integration of proprietary software applications
         with Applications Service Provider ("ASP") services. Sonicport's wholly
         owned subsidiary, US Dataworks Inc. ("Dataworks"), develops, markets,
         and supports transaction processing software for Windows NT computer
         systems. Its customer base includes many of the largest financial
         institutions as well as credit card companies, government institutions,
         and high-volume merchants in the United States. It also has a strategic
         alliance with CheckFree Corporation (NASDAQ: CKFR) to license
         Dataworks' software for its banking customers and Thomson Financial
         Publishing, a unit of Thomson Corporation (TSE: TOC), to incorporate
         its EPICWare database into Dataworks products.

         Acquisition
         -----------
         Effective March 31, 2001 and with a closing date of April 2, 2001,
         Sonicport acquired 100%, or 3,571,429 shares, of the outstanding common
         stock of Dataworks (formerly known as Allstate Dataworks, Inc.) in
         exchange for 14,666,667 new shares of Sonicport's common stock and
         warrants to purchase 1,000,000 shares of Sonicport's common stock. The
         warrants have an exercise price of $0.73, vest immediately, and expire
         on April 2, 2006. In addition, certain shareholders of Sonicport
         transferred their ownership in 4,000,000 shares of Sonicport's common
         stock to the shareholders of Dataworks and committed to return
         2,200,000 shares of Sonicport's common stock to Sonicport in exchange
         for promissory notes in the amount of $220,000. These shareholders had
         returned 1,528,000 shares at December 31, 2001. Of the Dataworks
         shares, 878,572 were acquired from officers of Dataworks who are also
         officers of Sonicport.


NOTE 2 - GOING CONCERN MATTERS

         The accompanying consolidated financial statements have been prepared
         in conformity with generally accepted accounting principles which
         contemplate continuation of the Company as a going concern. However,
         the Company incurred a net loss from continuing operations of
         $3,935,450 during the nine months ended December 31, 2001, it had
         negative cash flows from continuing operations of $779,175 during the
         nine months ended December 31, 2001, and it had a shareholders' deficit
         of $4,172,050 as of December 31, 2001. These factors raise substantial
         doubt about the Company's ability to continue as a going concern.




<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 2 - GOING CONCERN MATTERS (CONTINUED)

         Recovery of the Company's assets is dependent upon future events, the
         outcome of which is indeterminable. The Company's attainment of
         profitable operations is dependent upon its obtaining adequate debt and
         equity financing and achieving a level of sales adequate to support the
         Company's cost structure. In addition, realization of a major portion
         of the assets in the accompanying balance sheet is dependent upon the
         Company's ability to meet its financing requirements and the success of
         its plans to sell its products. The financial statements do not include
         any adjustments relating to the recoverability and classification of
         recorded asset amounts or amounts and classification of liabilities
         that might be necessary should the Company be unable to continue in
         existence.

         Management plans to raise additional equity capital, continue to
         develop its products, and look for merger or acquisition candidates.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation
         ---------------------------
         The consolidated financial statements include the accounts of
         Sonicport, Inc. and its wholly owned subsidiaries, Sonicport.com, Inc.
         (the California corporation), and US Dataworks, Inc. (a Delaware
         corporation) (collectively, the "Company"). All intercompany accounts
         and transactions have been eliminated.

         Basis of Presentation
         ---------------------
         The unaudited, consolidated financial statements have been prepared in
         conformity with generally accepted accounting principles for interim
         financial information and with Regulation S-B. Accordingly, they do not
         include all of the information and footnotes required by generally
         accepted accounting principles for complete financial statements. In
         the opinion of management, all normal, recurring adjustments considered
         necessary for a fair presentation have been included. The unaudited,
         consolidated financial statements should be read in conjunction with
         the audited financial statements and notes thereto included in the
         Company's Annual Report on Form 10-KSB for the year ended March 31,
         2001. The results of operations for the nine months ended December 31,
         2001 are not necessarily indicative of the results that may be expected
         for the year ended March 31, 2002.




<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Revenue Recognition
         -------------------
         The Company recognizes revenues in accordance with the provisions of
         the American Institute of Certified Public Accountants' Statement of
         Position 97-2, "Software Revenue Recognition." The Company licenses its
         software products under nonexclusive, nontransferable license
         agreements. For software arrangements that require significant
         production, modification, or customization, the entire arrangement is
         accounted for in conformity with Accounting Research Bulletin No. 45,
         "Long-term Construction-Type Contracts," using the relevant guidance
         Statement of Position 81-1, "Accounting for Performance of
         Construction-Type Contracts and Certain Production-Type Contracts." For
         those arrangements that do not require significant production,
         modification, or customization, revenue is recognized when a license
         agreement has been signed, delivery of the software product has
         occurred, the related fee is fixed or determinable, and collectability
         is probable.

         In December 1999, Securities and Exchange Commission ("SEC") Staff
         Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
         Statements," was issued. SAB No. 101 provides the SEC staff's views in
         applying generally accepted accounting principles to selected revenue
         recognition issues, including software revenue recognition. The Company
         adopted SAB No. 101 in the fourth quarter of the year ended March 31,
         2001. Management does not expect the adoption of SAB No. 101 will have
         a material effect on the Company's financial position or results of
         operations.

         Advertising Expense
         -------------------
         Advertising costs are charged to expense as incurred. For the nine
         months ended December 31, 2001 and 2000, the Company recorded
         advertising expense of $12,715 and $938,931, respectively.

         Loss per Share
         --------------
         The Company calculates loss per share in accordance with Statement of
         Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share."
         Basic loss per share is computed by dividing the loss available to
         common shareholders by the weighted-average number of common shares
         outstanding. Diluted loss per share is computed similar to basic loss
         per share except that the denominator is increased to include the
         number of additional common shares that would have been outstanding if
         the potential common shares had been issued and if the additional
         common shares were dilutive.




<PAGE>


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Loss per Share (Continued)
         --------------
         The following potential common shares have been excluded from the
         computation of diluted net loss per share for the periods presented
         because the effect would have been anti-dilutive:
<TABLE>
<CAPTION>

                                                                                  For the Nine Months Ended
                                                                                             December 31,
                                                                                -----------------------------------
                                                                                      2001               2000
                                                                                ---------------    ----------------
                  <S>                                                                 <C>                 <C>
                  Options outstanding under the Company's stock
                      option plans                                                    3,020,000           3,500,846
                  Options granted outside the Company's stock
                      option plans                                                    1,050,250           1,557,402
                  Warrants issued in conjunction with convertible
                      Series B preferred stock                                          642,999             642,999
                  Warrants issued in conjunction with private
                      placements                                                        687,358             287,358
                  Warrants issued as a financing cost for notes
                      payable and convertible notes payable                           1,605,500              74,000
                  Warrants issued in conjunction with lock-up
                      agreement                                                         369,789                   -
                  Warrants issued for services rendered                               1,310,000                   -
                  Warrants issued as part of the acquisition of
                      Dataworks                                                       1,000,000                   -
                  Convertible Series A preferred stock                                  640,000             153,600
                  Convertible Series B preferred stock                                  629,666             642,999
</TABLE>


NOTE 3 - DISPOSAL OF OPERATIONS

         Effective July 31, 2001, management of the Company formally decided to
         start shutting down the operations of the Company's Internet service
         provider, SeeYouOnline. All assets and liabilities of SeeYouOnline were
         retained by the Company. SeeYouOnline ceased providing Internet access
         services on August 15, 2001.




<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 3 - DISPOSAL OF OPERATIONS (CONTINUED)

         Effective December 31, 2001, management of the Company formally decided
         to start shutting down the operations of the Company's application
         service provider ("ASP") division. On February 14, 2002, the Company
         entered into an agreement ("Settlement Agreement") to settle all
         outstanding matters and terminate any existing business between the
         Company and certain affiliates of the Company. As part of the
         Settlement Agreement, effective February 14, 2002, the following is to
         occur: the Company is to transfer to an affiliate all rights in ASP
         technology software which has a net book value of $723,378; 664,000
         warrants issued on March 31, 2001, with an exercise price of $0.73,
         issued to the controlling shareholders of the affiliates, are
         cancelled; the affiliates forgive $154,606 of payables due from the
         Company and the Company forgives $300,519 receivables due from the
         affiliates; notes payable in the amounts of $50,000 and $46,000,
         entered into in November 2001, between the Company and the controlling
         shareholders of the affiliates, respectively, remain payable and are to
         be paid off from proceeds from pending finance arrangements; and
         $1,024,400 balance on the note payable due to an affiliate, issued to
         Dataworks on July 12, 2000, and refinanced on April 2, 2001, remains
         payable and is to be paid off from pending financial arrangements.

         As a result, the loss on the disposal of the ASP division is recorded
         as a loss on disposal of discontinued division and the operations of
         both SeeYouOnline and the ASP division through December 31, 2001 are
         reported as loss from operations of discontinued division. The results
         from discontinued operations for the ASP division included total
         revenues of $697,875 and net loss from operations of $303,628 for the
         nine months ended December 31, 2001. The results from discontinued
         operations for SeeYouOnline included total revenues of $176,471 and net
         income from operations of $184,702 for the nine months ended December
         31, 2001.


NOTE 4 - PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 2001 consisted of the following:

                  Furniture and fixtures                           $     89,636
                  Telephone equipment                                   121,064
                  Computer equipment                                    219,216
                  Leasehold improvements                                  6,657
                                                                   ------------
                                                                        436,573
                  Less accumulated depreciation and amortization       (185,019)
                                                                   -------------

                      TOTAL                                        $    251,554
                                                                   ============

         Depreciation and amortization expense for the nine months ended
         December 31, 2001 and 2000 was $ 249,000 and $218,155, respectively.




<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 5 - NOTES PAYABLE

         On July 1, 2000, the Company entered into a note payable agreement for
         $52,500. The note is for a 20-month term and bears interest at 10% per
         annum. Principal and interest are due monthly. As of December 31, 2001,
         the balance on the note payable was $11,816.

         During April 2001, the Company paid off notes payable in the amounts of
         $47,000 and $30,000.

         On September 6, 2001, the Company entered into a note payable agreement
         for $10,000. The note payable is for a one-year term and bears interest
         at 10% per annum. Interest is due monthly.

         On October 30, 2001, November 20, 2001, December 7, 2001 and December
         12, 2001, the Company entered into Subscription Agreements to issue
         units in exchange for gross proceeds of $50,000, $10,000, $10,000 and
         $10,000, respectively. The $50,000 unit consisted of a promissory note,
         a warrant to purchase 2,500 shares of the Company's common stock and
         18,750 shares of the Company's common stock. Each $10,000 unit
         consisted of a promissory note, a warrant to purchase 1,000 shares of
         the Company's common stock and 7,500 shares of the Company's common
         stock. The $50,000 promissory note is for a 6 month term and the
         $10,000 promissory notes are for a term of one year. All the notes bear
         interest 12% per annum and are unsecured.

         Each warrant entitles the holder to purchase one share of the Company's
         common stock at $0.20 per share and expires three years from the date
         of issuance. The Company allocates the proceeds received from debt or
         convertible debt with detachable warrants or shares of common stock
         using the relative fair value of the individual elements at the time of
         issuance. The amount allocated to the warrants and shares of common
         stock as a debt discount was calculated at $9,907 and will be
         recognized as interest expense over the period until the notes mature.
         In the event the debt is settled prior to the maturity date, an expense
         will be recognized based on the difference between the carrying amount
         and the amount of the payment. During the nine months ended December
         31, 2001, the Company recognized $1,797 in interest expense related to
         the accretion of debt discount.




<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 6 - NOTES PAYABLE - RELATED PARTIES

         On April 2, 2001, the Company refinanced a note payable issued by
         Dataworks on July 12, 2000. The new note is for $1,315,000, which
         includes the previous note for $1,127,500, accrued interest for
         $136,000, and $51,500 of the amount due to a related party as of March
         31, 2001. The note is for a two-year term and bears interest at 10% per
         annum. Interest and principal payments are due monthly. As of December
         31, 2001, the outstanding balance on the note payable was $1,024,400.

         On April 2, 2001, as part of the Share Agreement between Sonicport and
         Dataworks, two shareholders committed to return 2,200,000 shares of
         Sonicport's common stock for two-year promissory notes, bearing
         interest at 10% per annum, in the amount of $220,000. The principal
         amount of the notes and accrued interest are due when the Company has
         raised cumulative gross proceeds from debt and/or equity financing of
         $5,000,000. If $5,000,000 has not been raised by the second anniversary
         date of the notes, the principal and accrued interest will be forgiven.

         On November 1 and November 28, 2001, the Company entered into note
         agreements with two shareholders for $50,000 and $46,000, respectively.
         The interest and principal of the note payables are due on demand and
         bear interest at 5% per annum.

         On December 13, 2001, the Company entered into a note agreement for
         $50,000 with an Officer of the Company. The interest and principal of
         the note payable is due on demand and bears interest at 5% per annum.

NOTE 7 - CONVERTIBLE PROMISSORY NOTES

         On March 14, 2001, March 26, 2001, March 27, 2001, and May 15, 2001,
         the Company entered into Subscription Agreements for gross proceeds of
         $375,000, $1,000,000, $125,000, and $400,000, respectively. Each unit
         consisted of a convertible promissory note and a warrant to purchase
         one share of the Company's common stock for each dollar borrowed by the
         Company. The holder of the notes has the option to convert the notes at
         any time after 90 days following the issuance date of the notes.

         The Company has the option to redeem the notes at any time prior to the
         notes' maturity dates at 125% of the face value of the notes if the
         notes are redeemed within 90 days of the issuance dates of the notes or
         at 110% of the face value of the notes if the notes are redeemed more
         than 90 days from the issuance date of the notes. The notes are
         convertible at the lesser of 80% of the average closing price for the
         20 trading days immediately preceding the conversion date or $0.40 per
         share. The notes earn interest at 10% per annum, and the remaining
         interest payments are due quarterly on March 1, 2002, and May 15, 2002,
         Principal and any unpaid interest are due on March 14, 2002, March 26,
         2002, March 27, 2002, and May 15, 2002, respectively.




<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 7 - CONVERTIBLE PROMISSORY NOTES (CONTINUED)

         In accordance with generally accepted accounting principles, the
         difference between the conversion price and the Company's stock price
         on the date of issuance of the notes is considered to be interest
         expense. It will be recognized in the statement of operations during
         the period from the issuance of the notes to the time at which the
         notes first become convertible. The Company recognized interest expense
         of $1,692,812 in the statement of operations for the nine months ended
         December 31, 2001.

         Each warrant entitles the holder to purchase one share of the Company's
         common stock at $1 per share, and they expire three years from the date
         of issuance. The Company allocates the proceeds received from debt or
         convertible debt with detachable warrants using the relative fair value
         of the individual elements at the time of issuance. The amount
         allocated to the warrants as a debt discount was calculated at $285,000
         using the interest method and will be recognized as interest expense
         over the period until the notes mature or are converted. In the event
         the debt is settled prior to the maturity date, an expense will be
         recognized based on the difference between the carrying amount and the
         amount of the payment. During the nine months ended December 31, 2001,
         the Company recognized $206,250 in interest expense related to the
         accretion of debt discount.

NOTE 8 - CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES

         On March 14, 2001, the Company entered into a Subscription Agreement
         for proceeds of $375,000 with a third party who became a director of
         the Company on June 27, 2001. Each unit consisted of a convertible
         promissory note and a warrant to purchase one share of the Company's
         common stock for each dollar borrowed by the Company. The holder of the
         note has the option to convert the note at any time after 90 days
         following the issuance date of the note.

         The Company has the option to redeem the note at any time prior to the
         note's maturity date at 125% of the face value of the note if the note
         is redeemed within 90 days of the issuance date of the note or at 110%
         of the face value of the note if the note is redeemed more than 90 days
         from the issuance date of the note. The note is convertible at the
         lesser of 80% of the average closing price for the 20 trading days
         immediately preceding the conversion date or $0.40 per share. The note
         earns interest at 10% per annum, and the principal and any unpaid
         interest are due on March 14, 2002.

         In accordance with generally accepted accounting principles, the
         difference between the conversion price and the Company's stock price
         on the date of issuance of the note is considered to be interest
         expense. It will be recognized in the statement of operations during
         the period from the issuance of the note to the time at which the note
         first becomes convertible. The Company recognized interest expense of
         $195,313 in the statement of operations for the nine months ended
         December 31, 2001.



<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 8 - CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES (CONTINUED)

         Each warrant entitles the holder to purchase one share of the Company's
         common stock at $1 per share, and it expires three years from the date
         of issuance. The Company allocates the proceeds received from debt or
         convertible debt with detachable warrants using the relative fair value
         of the individual elements at the time of issuance. The amount
         allocated to the warrants as a debt discount was calculated at $56,250
         using the interest method and will be recognized as interest expense
         over the period until the notes mature or are converted. In the event
         the debt is settled prior to the maturity date, an expense will be
         recognized based on the difference between the carrying amount and the
         amount of the payment. During the nine months ended December 31, 2001,
         the Company recognized $42,187 in interest expense related to accretion
         of the debt discount.

NOTE 9 - SHAREHOLDERS' DEFICIT

         Convertible Series B Preferred Stock
         ------------------------------------
         In May 2001, the Company rescinded an investment in the Company's
         Convertible Series B Preferred Stock and returned $10,000 to the
         investor in exchange for the return of 13,333 shares, which were then
         cancelled.

         Payment of Dividends
         --------------------
         During the nine months ended December 31, 2001, the Company declared
         and paid dividends of $264,698 on the Company's convertible Series A
         and B preferred stock.

         Issuance of Committed Shares
         ----------------------------
         During the nine months ended December 31, 2001, the Company issued
         475,000 shares of common stock valued at $190,000 that had been
         committed at March 31, 2001.

         Stock for Lock-Up Agreements
         ----------------------------
         During the nine months ended December 31, 2001, the Company issued
         805,496 shares of common stock to certain purchasers of the Company's
         common stock as consideration for the purchasers to enter into lock-up
         agreements for the sale of their shares of common stock. The shares
         were valued at the share price of the common stock at the date of the
         agreements. The total value of $224,609 has been recognized in the
         statement of operations as a financing cost.


         Stock for Services
         ------------------
         During the nine months ended December 31, 2001, the Company issued
         2,314,255 shares of common stock for proceeds of $196,889.

         Sale of Common Stock
         --------------------
         During April and June 2001, the Company issued 286,853 shares of common
         stock for proceeds of $104,654.



<PAGE>
                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   DECEMBER 31, 2001 (UNAUDITED)
================================================================================


NOTE 9 - SHAREHOLDERS' DEFICIT (CONTINUED)

         Sale of Common Stock (Continued)
         --------------------
         In August 2001, the Company issued 200,000 units in a private placement
         for gross proceeds of $200,000. Each unit consisted of four shares of
         the Company's common stock and a warrant to purchase one share of the
         Company's common stock. The warrant has an exercise price of $0.70 per
         share, vests immediately upon issuance, and expires three years from
         the date of issuance. The Company allocates the proceeds received from
         equity with detachable warrants using the relative fair value of the
         individual elements at the time of issuance. Of the $200,000 received,
         $55,072 has been allocated to the issuance of the warrants.

         Stock Options
         -------------
         During the nine months ended December 31, 2001, the Company granted
         1,485,000 stock options to certain employees and non-employees at
         exercise prices between $0.24 and $1.25.

         Warrants for Lock-Up Agreements
         -------------------------------
         During June 2001, the Company issued 60,000 warrants to certain
         purchasers of the Company's common stock as consideration for the
         purchasers to enter into lock-up agreements for the sale of their
         shares of common stock. The warrants have an exercise price of $1, vest
         immediately, and expire three years from the date of issuance. The
         warrants were valued at $11,520 using the Black-Scholes option pricing
         model and were recognized as financing costs in the statement of
         operations for the nine months ended December 31, 2001.







<PAGE>

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

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: ALL FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO
QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THE SHAREHOLDERS AND PROSPECTIVE SHAREHOLDERS
SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD-LOOKING
STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN.
THESE FORWARD-LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGEMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL
EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING,
CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN, AFFECT THE
COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES
INHERENT IN THE FORWARD-LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF
ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR
ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.

Overview of the Company's Business

SonicPort, Inc. ("Sonicport" or the "Company") is a financial services software
developer specializing in integrating transaction processing software.
Additional value-added services include customer software development and
strategic marketing and planning. Effective April 2, 2001, the Company acquired
US Dataworks, Inc. ("Dataworks"). Dataworks is a leading developer of
transaction processing software serving the banking and Automated Clearing House
(ACH) processing industries. Dataworks develops, markets and supports
transaction-processing software for Windows NT computer systems. Dataworks
enables organizations to transition from traditional paper-based payment and
billing processes to electronic solutions. Dataworks is able to generate primary
revenue from the licensing and collecting of transaction fees from its core
products; Remoteworks, Remitworks, MICRworks, and Returnworks. Dataworks'
systems are designed to integrate with solutions and service offerings of other
financial software service companies and financial institutions in order to
minimize the expense of adding features or customization. Dataworks also has a
strategic alliance with CheckFree Corporation (NASDAQ:CKFR)("CheckFree") to
license Dataworks' software for its banking customers and Thomson Financial
Publishing, a unit of Thomson Corporation (TSE:TOC) ("Thomson") to incorporate
Thomson's EPICWare database into Dataworks' products.

In August 2001, Dataworks and CheckFree renewed their business alliance to
provide an end-to-end solution for converting checks to ACH transactions. Under
the agreement, CheckFree will provide marketing and strategic support for all
Dataworks products. Dataworks will continue system development and provide
integration services and daily product support. As the leader in ACH processing
software, CheckFree will fully leverage the capabilities of the Dataworks
software while providing banks of all sizes a cost-effective alternative with a
high-capacity level. This relationship with CheckFree will provide Dataworks an
entry point for the entire product line into a very dynamic market that will
benefit from this new expanded teaming of the combined resources of the two
companies.

With the combination of the high quality systems of CheckFree and the innovative
Dataworks solutions, a compelling case is made for large corporations to process
their check conversions in-house rather than use outside service providers. The
benefits of the combined systems includes seamless compatibility, automated
in-house processing, industry-leading return item decisioning based on corporate
parameters and item history, a flexible resubmit calendar with timing determined
by the originator, automated return fee generation that reduces collection time,
and monthly analysis reports to assist the originator in improving return
processing compared with other corporations.




<PAGE>

The systems incorporate Thomson's EPICWare database and the recently announced
"1FOR1" database co-developed with Thomson. These databases significantly reduce
the number of returns experienced in the conversion process.

In April 2001, with the acquisition of Dataworks, the Company gained access to
application service provider technology software which expanded the
opportunities of the Company. Employees were hired, space was leased, and
marketing was undertaken. The market for this division was in the area of small
businesses, but due to unforeseen events in the economy and the world, this
became a very limited and conservative market. After a concerted effort over the
last nine months, the Company decided that effective December 31, 2001, the ASP
division would be shut down to reduce the high costs involved with the
operation. The Company intends to solely focus on the development and licensing
of the transaction processing software at the current time and hopes to continue
expanding the current client base.

The cessation of this ASP division involved the Company entering into an
agreement to settle all outstanding matters and terminate any business between
the Company and any of its affiliates on December 31, 2001. All rights to the
ASP technology software have been transferred to the affiliates through the
Settlement Agreement, as well as the reconciliation of the receivables and
payables between the Company and the affiliates as of December 31, 2001. Pending
future financial arrangements, the remaining note payable will be paid off.

Results of Operations

The Company recognized revenues of $393,754 for the three months ended December
31, 2001 as compared with $327,862 for the three months ended December 31, 2000.
Revenues for the nine months ended December 31, 2001 were $1,107,929 as compared
with $696,296 for the nine months ended December 31, 2000. The increase in
revenue was due to the expansion of the customer base within Dataworks resulting
in an increase in the licensing and maintenance revenues.

Total operating expenses for the three months ended December 31, 2001 were
$718,863 as compared with $794,887 for the three months ended December 31, 2000.
Total operating expenses for the nine months ended December 31 decreased by
$872,040 from $3,373,248 in 2000 to $2,501,208 in 2001. Effective December 31,
2001, the Company will discontinue its ASP business. With both the cessation of
the ISP and ASP divisions during this year, the Company will now be able to
focus primarily on increasing the client base of Dataworks with new licensing
agreements and further development of the software. Without these two divisions
in the future, management expects to see an increase in profit margins and an
increase in the overall operating performance of the Company.

Other expenses, including interest expense and financing costs increased to
$309,257 for the three months ended December 31, 2001 compared to $93,267 for
the three months ended December 31, 2000. These expenses also increased for the
nine months ended December 31, 2001, from $108,162 to $2,542,171. This is
attributable to the financing costs related to the issuance of the notes payable
and related 90-day convertible features of the promissory notes issued from
March 2001 through May 2001.

Net loss from continuing operations for the quarter ended December 31, 2001
increased by $74,890 from a net loss of $560,292 in December 2000 to a net loss
of $635,182 for the same period in 2001. For the nine months ended December 31,
2001, the net loss has increased by $1,150,309 from $2,785,141 in 2000, to
$3,935,450 in 2001.

Liquidity and Capital Resources

As of December 31, 2001, the Company had $27,123 in cash and cash equivalents.

During the third quarter ending December 31, 2001, the Company raised $80,000
through the issuance of Subscription Agreements. Each note holder was issued
shares of stock as well as warrants to purchase shares at a later date. The
interest on these notes is paid monthly.

The Company continues its efforts to raise funds for working capital and the
development of the Company's operations through private placements of equity,
although no assurance can be given that funds will be available. To the extent
of a shortfall in required funds, the Company may be required to curtail the
implementation of its business plan, and reduce or cease operations.



<PAGE>

FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK

The Company operates in a rapidly changing environment that involves numerous
risks, some of which are beyond the Company's control. The following discussion
highlights some of these risks.

Revenue Growth and Economic Conditions

The revenue growth and profitability of the Company's business depends on the
overall demand for computer software and services in the product segments in
which the Company competes. Because the Company's sales are primarily to major
banking and government customers, the Company's business also depends on general
economic and business conditions. A softening of demand caused by a weakening of
the economy may result in decreased revenues or lower growth rates. There can be
no assurances that the Company will be able to effectively promote future
license revenue growth in its application business.

Expected Potential Fluctuation in Plan of Operations

The Company expects that its operating results may fluctuate significantly as a
result of a variety of factors, many of which are outside the Company's control.
Factors that may affect the Company's quarterly operating results include:
(i)the Company's ability to attract and retain clients and maintain their
satisfaction; (ii) the announcement or introduction of new software, services
and products by the Company or its competitors; (iii) the success of the
Company's brand building and marketing campaigns; (iv) price competition; (v)the
Company's ability to upgrade and develop its systems and infrastructure to
accommodate growth; (vi) the Company's ability to attract new personnel in a
timely and effective manner; (vii) technical difficulties or service
interruptions; (viii) the amount and timing of operating costs and capital
expenditures relating to expansion of the Company's business, operations and
infrastructure; (ix) consumer trends; (x) governmental regulation by federal or
local governments; and (xi) general economic conditions as well as economic
conditions specific to the financial services industry.

Because of the emerging nature of the markets in which the Company competes, it
is difficult for the Company to forecast its revenues or earnings accurately.
The Company's current and future expense levels expectations are based largely
on its investment plans and estimates of future revenues and are, to a large
extent, fixed. The Company may be unable to adjust spending in a timely manner
to compensate for any unexpected revenue shortfall. Accordingly, any significant
shortfall in revenues relative to the Company's planned expenditures would have
an immediate adverse effect on the Company's business, results of operations and
financial condition. Further, as a strategic response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service or marketing decisions that could have a material adverse effect on its
business, results of operations and financial condition.

Competition

The primary competitive factors determining success in the financial services
software market are:
         o        reputation for reliability and service
         o        effective customer support
         o        pricing
         o        easy-to-use software
         o        geographic coverage

The market for financial services software is relatively new, highly
competitive, rapidly evolving and subject to rapid technological change. While
relatively new, the market is already highly competitive and characterized by an
increasing number of entrants who have introduced or developed products and
services similar to those offered by the Company. The Company expects
competition not only to persist but also to increase. Increased competition may
result in price reductions, reduced margins and loss of market share. The
Company has identified eleven competitive vendors in the market; Bank One,
BankServ, CheckAGAIN, CheckFast, Inc., The EFT Network, Inc., eFunds
Corporation, Equifax Check Solutions, Global eTelecom, Inc., Integrated Check
Technologies, LML Payment Systems, Princeton eCom, Provident Bank,
SolutranXpressCheX, Inc., and RCK Services.



<PAGE>

Some of the current and potential competitors have longer operating histories,
larger installed customer bases, greater name recognition, and longer
relationships with clients and significantly greater financial, technical,
marketing and public relations resources than the Company does. At any time the
Company's current and potential competitors could increase their resource
commitments to Sonicport's markets. The Company expects to face additional
competition from new market entrants in the future, as the barriers to entry
into this business are also relatively low. The Company's current or future
competitors may also be better positioned to address technological and market
developments or may react more favorably to technological changes. The Company
competes on the basis of a number of factors, including the breadth and quality
of services, creative design and systems engineering expertise, pricing, and
technological innovation and understanding clients' strategies and needs. Many
of these factors are beyond the Company's control. Existing or future
competitors may develop or offer strategic services that provide significant
technological, creative, performance, price or other advantages over the
services offered by Sonicport. As a result, the Company's financial condition,
operating results and business could be adversely affected and the value of the
investment in the Company could be reduced significantly.

No Assurance of Profitability

The Company believes that the planned growth and profitability will depend in
large part on its ability to promote its brand name and gain and expand clients
for whom the Company would provide licensing agreements. Accordingly, the
Company intends to invest heavily in marketing and promotion, development of its
clients, development of its marketing technology and operating infrastructure
development.

Dependence on Key Personnel

The Company's performance is substantially dependent on the continued services
and on the performance of its senior management and other key personnel. In
December 2001, the Company hired a new Chief Executive Officer, Charles Ramey.
Mr. Ramey has served on the Board of the Company since July, 2001. Prior to
joining the Company, Mr. Ramey was most recently president and founding partner
of PaymentNet, Inc. which was acquired last year by VeriSign Inc. It is hoped
that Mr. Ramey's experience in this field will help to transform the Company
into an industry leader of transaction-processing software. The Company's
performance also depends on the Company's ability to retain and motivate its
other officers and key employees. The loss of the services of any of its
executive officers or other key employees could have a material adverse effect
on the Company's business, results of operations and financial condition. The
Company's future success also depends on its ability to identify, attract, hire,
train, retain and motivate other highly skilled technical, managerial, marketing
and customer service personnel. Competition for such personnel is intense, and
there can be no assurance that the Company will be able to successfully attract,
integrate or retain sufficiently qualified personnel. The failure to retain and
attract the necessary personnel could have a material adverse effect on the
Company's business, results of operations and financial condition.

Rapid Technological Change

Rapidly changing technology, evolving industry standards, introductions and
enhancements and changing customer demands characterize the market in which the
Company competes. The Company's future success will depend on its ability to
adapt to rapidly changing technologies, to adapt its services to evolving
industry standards and to continually improve the performance, features and
reliability of its service in response to competitive service and product
offerings and evolving demands of the marketplace. The failure of the Company to
adapt to such changes would have a material adverse effect on the Company's
business, results of operations and financial condition.




<PAGE>

Legal Liability to Sonicport Clients

Many of the Company's engagements involve the development and implementation of
software that are important to the Company's future clients' businesses. The
Company's failure or inability to meet a client's expectations in the
performance of services could injure the Company's business reputation or result
in a claim for substantial damages against the Company regardless of its
responsibility for such failure. In addition, the services the Company will
provide for its clients may include confidential or proprietary client
information. Although the Company has implemented policies to prevent such
client information from being disclosed to unauthorized parties or used
inappropriately, any such unauthorized disclosure or use could result in a claim
against the Company for substantial damages. The Company's contractual
provisions attempting to limit such damages may not be enforceable in all
instances or may otherwise fail to protect the Company from liability for
damages.

Possible Volatility of Stock Price

The trading price of the Common Stock might be highly volatile and could be
subject to wide fluctuations in response to factors such as actual or
anticipated variations in the Company's quarterly operating results,
announcements of technological innovations, or new services by the Company or
its competitors, changes in financial estimates by securities analysts,
announcements by the Company or its competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments, additions or
departures of key personnel, sales of Common Stock or other securities of the
Company in the open market and other events or factors, many of which are beyond
the Company's control. There can be no assurance that these trading prices and
valuations will be sustained. These broad market and industry factors may
materially and adversely affect the market price of the Common Stock, regardless
of the Company's operating performance. Market fluctuations, as well as general
political and economic conditions such as recession or interest rate or currency
rate fluctuations, may also adversely affect the market price of the Common
Stock.

Control by Principal Stockholders, Executive Officers and Directors

The Company's executive officers and directors (and their affiliates), in the
aggregate, own more than 51% of the Company's outstanding Common Stock. As a
result, such persons, acting together, have the ability to control all matters
submitted to stockholders of the Company for approval (including the election
and removal of directors and any merger, consolidation or sale of all or
substantially all of the Company's assets) and to control the management and
affairs of the Company. Accordingly, such concentration of ownership may have
the effect of delaying, deferring or preventing a change in control of the
Company, impede a merger, consolidation, takeover or other business combination
involving the Company or discourage a potential acquirer from making a tender
offer or otherwise attempting to obtain control of the Company, which in turn
could have an adverse effect on the market price of the Company's Common Stock.

Shares Eligible for Future Sale

As of December 31, 2001, there were approximately 46,686,164 shares of Common
Stock outstanding, of which at least 37,100,000 are restricted securities
("Restricted Securities") under the Securities Act, a majority of which are held
by affiliates of the Company. These Restricted Securities will be eligible for
sale from time to time upon expiration of applicable holding periods under Rule
144 under the Securities Act. If such holders sell in the public market, such
sales could have a material adverse effect on the market price of the Company's
Common Stock. In general, under Rule 144, subject to the satisfaction of certain
other conditions, a person, including an affiliate of the Company, who has
beneficially owned restricted shares of Common Stock for at least one year is
entitled to sell, in certain brokerage transactions, within any three-month
period, a number of shares that does not exceed the greater of 1% of the total
number of outstanding shares of the same class, or if the Common Stock is quoted
on AMEX or a stock exchange, the average weekly trading volume during the four
calendar weeks immediately preceding the sale. A person who presently is not and
who has not been an affiliate of the Company for at least three months
immediately preceding the sale and who has beneficially owned the shares of
Common Stock for at least two years is entitled to sell such shares under Rule
144 without regard to any of the volume limitations described above.




<PAGE>

Enforcement of the Company's Intellectual Property Rights

The Company relies on a combination of patent, trademark trade secrets,
confidentiality procedures and contractual procedures to protect its
intellectual property rights. Despite the Company's efforts to protect its
intellectual property rights, it may be possible for unauthorized third parties
to obtain and use technology or other information that the Company regards as
proprietary. These can also be no assurances that the Company's intellectual
property rights would survive a legal challenge to their validity or provide
significant protection for the Company.

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

No legal proceedings of a material nature to which the Company is a party were
pending during the reporting period.

ITEM 2.  Changes in Securities.  None.

ITEM 3.  Defaults upon Senior Securities.  None.

ITEM 4.  Submission of Matter to a Vote of Security Holders.  None.

ITEM 5.  Other Information.  None.

ITEM 6.  Exhibits and Reports on Form 8-K. None.




<PAGE>

                                   SIGNATURES

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

                                                   SONICPORT, INC.

                                                   By: /s/ Richard Shapiro
                                                   ------------------------
February 19, 2002                                  Chief Financial Officer