<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)
(X)      QUARTERLY REPORT PURSUANT SECTION 13 OF 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000

( )      TRANSITION REPORT PURSUANT SECTION 13 OF 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

                         Commission file number 0-23365


                               SONICPORT.COM, INC.
           (Exact name of small business as specified in its charter)

              Nevada                                            84-1290152
 (State or other jurisdiction of                              (IRS Employer
  incorporation or organization)                            Identification No.)

                    1641 20th Street, Santa Monica, CA 90404
                    (Address of principal executive offices)

                                 (310) 828-1999
                           (Issuer's telephone number)

    ------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 ( )

                      APPLICABLE ONLY TO CORPORATE ISSUERS
                      ------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of June 30, 2000: 26,094,735 shares of common stock, $0.0001 par
value.

Transitional Small Business Disclosure Format (check one) :  Yes  ( )   No  (X)

<PAGE>

                               SONICPORT.COM, INC.
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                       JUNE 30, 2000 AND 1999 (UNAUDITED)

<PAGE>

                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                       JUNE 30, 2000 (UNAUDITED)
--------------------------------------------------------------------------------
PART I
                                                                          Page
ITEM 1. FINANCIAL STATEMENTS

       Consolidated Balance Sheet                                         1 - 2

       Consolidated Statements of Operations                                3

       Consolidated Statements of Cash Flows                              4 - 5

       Notes to Consolidated Financial Statements                         6 - 9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                             10 - 11

PART II   OTHER INFORMATION                                                 12

     (A)  EXHIBITS - None

     (B)  Reports on Form 8-K

<PAGE>

                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                      CONSOLIDATED BALANCE SHEET
                                                       JUNE 30, 2000 (UNAUDITED)

--------------------------------------------------------------------------------

                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                    $     256,436
     Accounts receivable                                                135,136
     Common stock subscription receivable                                50,000
     Due from related parties                                            43,133
     Prepaid media                                                      975,000
     Prepaid services                                                    30,000
     Prepaid expenses and other current assets                          101,135
                                                                  --------------

         Total current assets                                         1,590,840

PROPERTY AND EQUIPMENT, net                                           1,362,061
OTHER ASSETS                                                             48,814
                                                                  --------------

                  TOTAL ASSETS                                    $   3,001,715
                                                                  ==============

   The accompanying notes are an integral part of these financial statements.
                                        1
<PAGE>

                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                      CONSOLIDATED BALANCE SHEET
                                                       JUNE 30, 2000 (UNAUDITED)

--------------------------------------------------------------------------------

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                             $     445,640
     Accrued expenses                                                    32,164
     Interest payable                                                    10,416
                                                                  --------------

         Total current liabilities                                      488,220

CONVERTIBLE PROMISSORY NOTES                                            250,000
                                                                  --------------

              Total liabilities                                         738,220
                                                                  --------------

SHAREHOLDERS' EQUITY
     Convertible preferred stock, $0.0001 par value
         Series A
              800,000 shares authorized
              640,000 shares issued and outstanding
              ($2.50 liquidation preference; dividends
              of $45,000 in arrears)                                         64
     Common stock, $0.0001 par value
         90,000,000 shares authorized
         26,094,735 shares issued and outstanding                         2,609
     Common stock committed
         666,625 shares                                               2,186,438
     Additional paid-in capital                                      13,502,173
     Deficit accumulated during the development stage               (13,427,789)
                                                                  --------------

              Total shareholders' equity                              2,263,495
                                                                  --------------

                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $   3,001,715
                                                                  ==============

   The accompanying notes are an integral part of these financial statements.
                                        2
<PAGE>


<TABLE>
                                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                                   (A DEVELOPMENT STAGE COMPANY)
                                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                               FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) AND
                      FOR THE PERIOD FROM JULY 20, 1998 (INCEPTION) TO JUNE 30, 2000 (UNAUDITED)

------------------------------------------------------------------------------------------------


<CAPTION>
                                                                                       For the
                                                             For the                 Period from
                                                       Three Months Ended          July 20, 1998
                                                             June 30,               (Inception)
                                                  ------------------------------    to June 30,
                                                       2000            1999            2000
                                                  --------------  --------------  --------------

<S>                                               <C>             <C>             <C>
REVENUES                                          $     228,074   $           -   $     228,074

COST OF REVENUES                                      1,232,016               -       1,232,016
                                                  --------------  --------------  --------------

GROSS LOSS                                           (1,003,942)              -      (1,003,942)
                                                  --------------  --------------  --------------

OPERATING EXPENSES
   General and administrative                         1,569,189         698,999       8,527,377
   Consulting - related parties                               -         120,000         377,619
                                                  --------------  --------------  --------------

     Total operating expenses                         1,569,189         818,999       8,904,996
                                                  --------------  --------------  --------------

LOSS FROM OPERATIONS                                 (2,573,131)       (818,999)     (9,908,938)
                                                  --------------  --------------  --------------

OTHER INCOME (EXPENSE)
   Interest expense                                      (8,880)       (270,680)     (3,585,713)
   Interest income                                        6,793           2,514          25,195
                                                  --------------  --------------  --------------

     Total other income (expense)                        (2,087)       (268,166)     (3,560,518)
                                                  --------------  --------------  --------------

LOSS BEFORE EXTRAORDINARY ITEM                       (2,575,218)     (1,087,165)    (13,469,456)

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

NET LOSS                                          $  (2,533,551)  $  (1,087,165)  $ (13,427,789)
                                                  ==============  ==============  ==============

BASIC AND DILUTED LOSS PER SHARE
   Loss before extraordinary item                 $       (0.10)  $       (0.05)  $       (0.60)
   Extraordinary item                                         -               -               -
                                                  --------------  --------------  --------------

     Total basic and diluted loss per share       $       (0.10)  $       (0.05)  $       (0.60)
                                                  ==============  ==============  ==============

WEIGHTED-AVERAGE COMMON SHARES
   OUTSTANDING                                       26,572,913      21,519,678      22,430,447
                                                  ==============  ==============  ==============

        The accompanying notes are an integral part of these financial statements.
                                            3
</TABLE>
<PAGE>

<TABLE>
                                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                                   (A DEVELOPMENT STAGE COMPANY)
                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) AND
                      FOR THE PERIOD FROM JULY 20, 1998 (INCEPTION) TO JUNE 30, 2000 (UNAUDITED)

------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                       For the
                                                             For the                 Period from
                                                       Three Months Ended          July 20, 1998
                                                             June 30,               (Inception)
                                                  ------------------------------    to June 30,
                                                       2000            1999            2000
                                                  --------------  --------------  --------------

<S>                                               <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                       $  (2,533,551)  $  (1,087,165)  $ (13,427,789)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation                                      10,750           2,949          53,922
       Amortization                                      30,000         141,740         254,690
       Loss on disposal of property and equipment             -               -           3,571
       Interest charges on convertible promissory
         notes                                                -         137,500       2,761,377
       Issuance of stock for services rendered                -               -         534,252
       Issuance of options for services rendered         15,750          35,000       1,110,845
       Issuance of options as financing costs                 -               -         453,750
       Issuance of options as compensation expense            -               -          17,500
       Issuance of warrants as financing costs                -               -          73,778
       Issuance of warrants for services rendered             -               -          27,450
       Cashless exercise of stock options                     -               -          75,754
   (Increase) decrease in
     Accounts receivable                               (135,136)              -        (135,136)
     Deferred financing costs                                 -         (50,000)        266,685
     Prepaid services                                         -               -         (75,625)
     Prepaid expenses                                   (55,768)        (33,572)       (101,135)
     Accrued interest                                   (36,291)              -          57,386
     Other assets                                        (2,385)              -         (49,564)
   Increase (decrease) in
     Accounts payable                                   (23,728)         (4,331)        403,665
     Accrued expenses                                   (16,188)         (6,376)         93,164
                                                  --------------  --------------  --------------

Net cash used in operating activities                (2,746,547)       (864,255)     (7,601,460)
                                                  --------------  --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                   (21,743)        (16,370)       (294,554)
   Repayment of note receivable                               -          45,000               -
   Repayments to related parties                        (46,174)        (26,592)        (36,239)
                                                  --------------  --------------  --------------

Net cash provided by (used in) investing
  activities                                            (67,917)          2,038        (330,793)
                                                  --------------  --------------  --------------

        The accompanying notes are an integral part of these financial statements.
                                            4
</TABLE>
<PAGE>

<TABLE>
                                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                                   (A DEVELOPMENT STAGE COMPANY)
                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) AND
                      FOR THE PERIOD FROM JULY 20, 1998 (INCEPTION) TO JUNE 30, 2000 (UNAUDITED)

------------------------------------------------------------------------------------------------

<CAPTION>
                                                                                       For the
                                                             For the                 Period from
                                                       Three Months Ended          July 20, 1998
                                                             June 30,               (Inception)
                                                  ------------------------------    to June 30,
                                                       2000            1999            2000
                                                  --------------  --------------  --------------

<S>                                               <C>             <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                    $           -   $           -   $     370,000
   Repayment on notes payable                          (355,000)              -        (370,000)
   Proceeds from convertible promissory notes                 -         500,000       1,985,000
   Proceeds from common stock                           666,850               -         666,850
   Proceeds from committed common stock                       -               -       3,148,900
   Stock issuance costs                                 (49,535)              -        (428,111)
   Proceeds from preferred stock, net                 2,000,000         473,500       3,216,050
   Payments on preferred stock                         (400,000)              -        (400,000)
                                                  --------------  --------------  --------------

Net cash provided by financing activities             1,862,315         973,500       8,188,689
                                                  --------------  --------------  --------------

Net increase (decrease) in cash and cash
   equivalents                                         (952,149)        111,283         256,436

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD        1,208,585         127,654               -
                                                  --------------  --------------  --------------

CASH AND CASH EQUIVALENTS, END OF PERIOD          $     256,436   $     238,937   $     256,436
                                                  ==============  ==============  ==============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   INTEREST PAID                                  $       3,504   $      12,250   $     104,634
                                                  ==============  ==============  ==============


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the three months ended June 30, 2000, note holders converted $500,000 of convertible
promissory notes and related finance charges totaling $60,000 into 224,000 shares of
common stock.

During the three months ended June 30, 2000, the Company issued to consultants and vendors
options to purchase 57,500 shares of the Company's common stock for services rendered valued
at $13,750.

        The accompanying notes are an integral part of these financial statements.
                                            5
</TABLE>
<PAGE>

                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2000 (UNAUDITED)

--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND BUSINESS

         Sonicport.com, based in Santa Monica, California, is an internet
         marketing and technology infrastructure company that specializes in
         supporting cost-effective business-to-business and business-to-consumer
         revenue-based marketing initiatives. Services of Sonicport.com include
         application service provider (ASP), software development, web
         development and design, broadband hosting services, e-commerce
         services, strategic marketing planning, creative development,
         television production, media placement, and real-time ad-performance
         auditing.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

         Basis of Presentation
         ---------------------
         The accompanying 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 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,
         as amended, for the year ended March 31, 2000. The results of
         operations for the three months ended June 30, 2000 are not necessarily
         indicative of the results that may be expected for the year ended March
         31, 2001.

         Going Concern
         -------------
         The Company has received a report from its independent auditors that
         includes an explanatory paragraph describing the Company's uncertainty
         to continue as a going concern. These consolidated financial statements
         contemplate the ability to continue as such and do not include any
         adjustments that might result from this uncertainty.

         Revenue Recognition
         -------------------
         Revenue for internet membership fees are recognized at the completion
         of each month. The Company provides an allowance for refunds based on
         expected membership cancellations, credits, and charge-backs.

                                       6
<PAGE>

                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2000 (UNAUDITED)

--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Advertising Expense
         -------------------
         Advertising costs are charged to expense as incurred. For the three
         months ended June 30, 2000 and 1999, the Company recorded advertising
         expense of $802,338 and $339,181, respectively.


NOTE 3 - CASH AND CASH EQUIVALENTS

         The Company maintains cash balances at financial institutions located
         in California. Accounts at each institution are insured by the Federal
         Deposit Insurance Corporation up to $100,000. Uninsured balances
         aggregated to $298,538 at June 30, 2000. The Company has not
         experienced any losses in such accounts and believes it is not exposed
         to any significant credit risk on cash and cash equivalents.


NOTE 4 - COMMON STOCK SUBSCRIPTION RECEIVABLE

         During the three months ended June 30, 2000, the Company sold shares of
         its common stock through various private placements. In connection with
         these private placements, the Company received subscriptions totaling
         $716,850. As of June 30, 2000, the Company had collected $666,850. The
         balance of $50,000, received in July 2000, is reflected as a common
         stock subscription receivable.


NOTE 5 - PROPERTY AND EQUIPMENT

         Property and equipment at June 30, 2000 consisted of the following:

              Furniture and fixtures                              $      75,654
              Office equipment                                          101,984
              Computer equipment                                      1,125,000
              Leasehold improvements                                    106,882
                                                                  --------------

                                                                      1,409,520
              Less accumulated depreciation and amortization             47,459
                                                                  --------------

                  TOTAL                                           $   1,362,061
                                                                  ==============

         Depreciation and amortization expense for the three months ended June
         30, 2000 and 1999 was $10,750 and $2,949, respectively. At June 30,
         2000, the computer equipment had not been put into service, and
         therefore, no depreciation has been recorded.

                                       7
<PAGE>

                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2000 (UNAUDITED)

--------------------------------------------------------------------------------

NOTE 6 - CONVERTIBLE PROMISSORY NOTES

         On April 11, 2000, the holders of $500,000 of convertible promissory
         notes and the Company entered into an amendment to the Subscription
         Agreement for the notes. The amendment waived the unpaid interest of
         $41,667 and converted the principal of the notes and liquidated damages
         of $60,000 into 224,000 restricted shares of common stock of the
         Company at a price of $2.50. The Amendment also provided for the
         shareholders to be issued additional shares at the sale date of the
         common stock in the event the sale price is less than $4.


NOTE 7 - SHAREHOLDERS' EQUITY

         Stock Options
         -------------
         On April 1, 2000, the Company entered into a three-year consulting
         agreement for the provision of certain consulting services. The
         agreement calls for monthly payments of $5,000 in addition to the
         issuance of options to purchase 50,000 shares of the Company's common
         stock, which were issued on April 1, 2000, with options to purchase
         20,000 shares per quarter.

         During the three months ended June 30, 2000, the Company issued options
         to purchase 436,300 shares of the Company's common stock pursuant to
         the 1999 Stock Option Plan.

         Convertible Preferred Stock
         ---------------------------
         On April 11, 2000, the Company issued 800,000 shares of its voting
         Series A Convertible Preferred Stock (the "Series A") to an investor
         for gross proceeds of $2,000,000. The Series A has a liquidation
         preference of $2.50 per share and carries a 15% cumulative dividend
         payable on each April 1 and October 1. The Company has the right to
         redeem the Series A at any time after issuance at a redemption price of
         $2.70 per share, plus any accrued but unpaid dividends, except if the
         Company redeems the Series A within 60 days of issuance, the redemption
         price shall be $2.50. The Series A is convertible into shares of common
         stock as determined by dividing $2.50 by 60% of the average closing bid
         price of the Company's common stock for the 10 trading days prior to
         the conversion. On May 19, 2000, the Company redeemed 160,000 shares of
         the Series A for $400,000.


NOTE 8 - SUBSEQUENT EVENTS

         Subsequent to June 30, 2000, the Company issued to consultants and
         vendors options to purchase 22,000 shares of the Company's common stock
         for services rendered valued at $5,000.

                                       8
<PAGE>

                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2000 (UNAUDITED)

--------------------------------------------------------------------------------

NOTE 8 - SUBSEQUENT EVENTS (CONTINUED)

         Subsequent to June 30, 2000, the Company issued options to purchase
         960,000 shares of the Company's common stock pursuant to the 1999 Stock
         Option Plan.

         In August 2000, the Company issued 400,000 units in a private placement
         for gross proceeds of $300,000. Each unit consisted of one share of its
         voting Series B Convertible Preferred Stock (the "Series B") and a
         warrant to purchase one share of the Company's common stock. There are
         700,000 shares of Series B authorized with a par value of $0.0001. The
         Series B has a liquidation preference of $0.75 per share and carries a
         10% cumulative dividend payable on each March 1 and September 1. The
         Company has the right to redeem the Series B at any time after issuance
         at a redemption price of $0.83 per share, plus any accrued but unpaid
         dividends. The Series B is convertible upon issuance into common stock
         at $0.75 per share. The Company will record a finance charge of
         $100,000, representing the difference between the conversion price and
         the Company's stock price on the date of issuance. The warrant entitles
         the holder to purchase one share of the Company's common stock at $1.25
         per share, which represents 115% of the market value of the Company's
         stock at the closing date.

                                       9

<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 JUDGMENTS 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.com, based in Santa Monica, California, is an internet marketing and
technology infrastructure company that specializes in supporting cost-effective
business-to-business and business-to-consumer revenue-based marketing
initiatives. Through its various business units, Sonicport.com has pioneered a
new cost effective and measurable methodology to assist companies to build
revenues by acquiring and retaining paying customers. Services of Sonicport.com
include application service provider (ASP), software development, web
development and design, strategic alliances, broadband hosting services,
e-commerce services, transaction processing, technical support, customer
service, strategic marketing planning, creative development, television
production, media placement, and real-time ad-performance auditing.


                                       10
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - continued


Results of Operations

The Company recognized its first substantial revenues of $228,074 during the
quarter ended June 30, 2000. The Company incurred a net loss of $2,533,551
during the three months ended June 30, 2000 compared with a net loss of
$1,087,165 for the three months ended June 30, 1999. The losses are primarily
the result of the Company's initial operational start-up and incurring media
costs, cost of sales, and general and administrative expenses.

Liquidity and Capital Resources

As of the end of the reporting period, the Company had $256,436 in cash and cash
equivalents. The Company is raising funds for working capital and further
expansion of the company's operations. In August 2000, the Company issued
400,000 units in a private placement for gross proceeds of $300,000. There are a
total of 700,000 units that will be sold, for total gross proceeds of $525,000.

The Company's working capital at June 30, 2000 was $1,102,620 as compared to
$577,429 at June 30, 1999, an increase of $525,191 during the twelve-month
period.

During the three months ended June 30, 2000, the Company utilized $2,746,547 in
cash for operations and net cash used in investing activities of $67,917 were
financed primarily by the issuance of $1,600,000 in preferred stock and proceeds
from the sales of the Company's common stock of $617,315, net of $49,535 in
offering costs.

The company plans to continue to raise funds for working capital and development
of the Company's operations. If the Company is unsuccessful in obtaining such
funds, the Company may be unable to continue in operation. The Company believes
that cash flow generated from its operations and its anticipated sales of common
stock should be sufficient to satisfy its working capital and capital
expenditure requirements for at least the next twelve months. The company also
expects that its private placement of common stock should be able to generate
sufficient proceeds to satisfy not only its working capital and expenditures,
but also provide a tool for potential acquisitions of companies with existing
positive cash flow. No assurances can be given, however, that the Company will
be successful in such efforts.


                                       11

<PAGE>

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


                                       12