<PAGE>

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

                               Amendment No. 1 to
                                  FORM 10-QSB/A

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

For the quarterly period ended September 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 September 30, 2000: 26,789,426 shares of common stock, $0.0001 par
value.

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




<PAGE>

PART I
                                                                         Page
ITEM 1. FINANCIAL STATEMENTS

         Consolidated Balance Sheet                                      1 - 2

         Consolidated Statements of Operations                           3 - 4

         Consolidated Statements of Cash Flows                           5 - 7

         Notes to Consolidated Financial Statements                      8 - 11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                            12 - 13

PART II   OTHER INFORMATION                                               14

         (A)  EXHIBITS - None

              27 - Financial Data Schedule

         (B)  Reports on Form 8-K




<PAGE>

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




<PAGE>

                                              SONICPORT.COM, INC. AND SUBSIDIARY
                                                   (A DEVELOPMENT STAGE COMPANY)
                                                                        CONTENTS
                                                  SEPTEMBER 30, 2000 (UNAUDITED)

================================================================================

                                                                         Page
FINANCIAL STATEMENTS

       Consolidated Balance Sheet                                        1 - 2

       Consolidated Statements of Operations                             3 - 4

       Consolidated Statements of Cash Flows                             5 - 7

       Notes to Consolidated Financial Statements                        8 - 11




<PAGE>

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

================================================================================


                                     ASSETS

CURRENT ASSETS
     Accounts receivable                                             $  163,754
     Due from related parties                                            56,521
     Prepaid media                                                      975,000
     Prepaid expenses and other current assets                          133,336
                                                                     -----------

         Total current assets                                         1,328,611

PROPERTY AND EQUIPMENT, net                                           1,332,670
OTHER ASSETS                                                             48,064
                                                                     -----------

                  TOTAL ASSETS                                       $2,709,345
                                                                     ===========

   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
                                                  SEPTEMBER 30, 2000 (UNAUDITED)

================================================================================


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Book overdraft                                                $     37,254
     Accounts payable                                                   837,444
     Accrued expenses                                                    54,930
     Interest payable                                                    16,666
                                                                   -------------

         Total current liabilities                                      946,294

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

              Total liabilities                                       1,196,294
                                                                   -------------

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 $115,000 in arrears)                                          64
         Series B
            700,000 shares authorized
            509,333 shares issued and outstanding
            ($0.75 liquidation preference; dividends
            of $5,000 in arrears)                                            51
     Common stock, $0.0001 par value
         90,000,000 shares authorized
         26,789,426 shares issued and outstanding                         2,678
     Common stock committed
         424,875 shares                                               1,211,438
     Additional paid-in capital                                      14,805,393
     Deficit accumulated during the development stage               (14,506,573)
                                                                   -------------

              Total shareholders' equity                              1,513,051
                                                                   -------------

                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $  2,709,345
                                                                   =============

   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 AND SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) AND
                         FOR THE PERIOD FROM JULY 20, 1998 (INCEPTION) TO SEPTEMBER 30, 2000 (UNAUDITED)

========================================================================================================
<CAPTION>

                                                                                              For the
                                       For the                        For the               Period from
                                 Three Months Ended              Six Months Ended          July 20, 1998
                                    September 30,                  September 30,          (Inception) to
                           -----------------------------   -----------------------------   September 30,
                                2000            1999            2000            1999            2000
                           -------------   -------------   -------------   -------------   -------------
<S>                        <C>             <C>             <C>             <C>             <C>
REVENUES                   $    306,751    $      1,220    $    534,825    $      1,766    $    534,825

COST OF REVENUES                655,367               -       1,887,383               -       1,887,383
                           -------------   -------------   -------------   -------------   -------------

GROSS PROFIT (LOSS)            (348,616)          1,220      (1,352,558)          1,766      (1,352,558)
                           -------------   -------------   -------------   -------------   -------------

OPERATING EXPENSES
   General and
     administrative             719,635       1,347,094       2,288,824       2,156,999       9,247,012
   Consulting - related
     parties                          -               -               -          10,000         377,619
                           -------------   -------------   -------------   -------------   -------------

Total operating
   expenses                     719,635       1,347,094       2,288,824       2,166,999       9,624,631
                           -------------   -------------   -------------   -------------   -------------

LOSS FROM
   OPERATIONS                (1,068,251)     (1,345,874)     (3,641,382)     (2,165,233)    (10,977,189)
                           -------------   -------------   -------------   -------------   -------------

OTHER INCOME
   (EXPENSE)
     Interest expense            (6,752)     (1,368,692)        (15,630)     (1,639,372)     (3,592,463)
     Interest income              3,873           1,117          10,664           3,631          29,066
     Loss on disposition
       of assets                 (7,857)              -          (7,857)              -          (7,857)
                           -------------   -------------   -------------   -------------   -------------

Total other income
   (expense)                    (10,736)     (1,367,575)        (12,823)     (1,635,741)     (3,571,254)
                           -------------   -------------   -------------   -------------   -------------

LOSS BEFORE BENEFIT
   FROM INCOME TAXES
   AND EXTRAORDINARY
   ITEM                      (1,078,987)     (2,713,449)     (3,654,205)     (3,800,974)    (14,548,443)

BENEFIT FROM INCOME
   TAXES                           (203)              -            (203)              -            (203)
                           -------------   -------------   -------------   -------------   -------------

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

                                                   3



<PAGE>

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

=========================================================================================================
<CAPTION>

                                                                                               For the
                                        For the                        For the               Period from
                                  Three Months Ended              Six Months Ended          July 20, 1998
                                     September 30,                  September 30,          (Inception) to
                            -----------------------------   -----------------------------   September 30,
                                 2000            1999            2000            1999            2000
                            -------------   -------------   -------------   -------------   -------------
<S>                         <C>             <C>             <C>             <C>             <C>
LOSS BEFORE
   EXTRAORDINARY ITEM       $ (1,078,784)   $ (2,713,449)   $ (3,654,002)   $ (3,800,974)   $(14,548,240)

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

NET LOSS                    $ (1,078,784)   $ (2,713,449)   $ (3,612,335)   $ (3,800,974)   $(14,506,573)
                            =============   =============   =============   =============   =============


BASIC AND DILUTED
   LOSS PER SHARE
     Loss before
       extraordinary item   $      (0.04)   $      (0.12)   $      (0.14)   $      (0.17)   $      (0.63)
   Extraordinary item                  -               -               -               -               -
                            -------------   -------------   -------------   -------------   -------------

Total basic and diluted
   loss per share           $      (0.04)   $      (0.12)   $      (0.14)   $      (0.17)   $      (0.63)
                            =============   =============   =============   =============   =============

WEIGHTED-AVERAGE
   COMMON SHARES
   OUTSTANDING                28,852,129      22,814,571      26,742,548      22,170,661      22,943,710
                            =============   =============   =============   =============   =============

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

                                                    4



<PAGE>

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

====================================================================================================
<CAPTION>

                                                                                          For the
                                                                  For the               Period from
                                                             Six Months Ended          July 20, 1998
                                                               September 30,          (Inception) to
                                                       -----------------------------   September 30,
                                                            2000            1999            2000
                                                       -------------   -------------   -------------
<S>                                                    <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                            $ (3,612,335)   $ (3,800,974)   $(14,506,573)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization of property and
         equipment                                           32,266          73,293          75,438
       Amortization                                          61,500         309,600         286,190
       Loss on disposal of property and equipment             7,875               -          11,446
       Interest charges on convertible promissory
         notes                                                    -       1,258,220       2,761,377
       Issuance of stock for services rendered                    -         140,000         534,252
       Issuance of options for services rendered             16,750         458,563       1,111,845
       Issuance of options as financing costs                     -          73,778         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                                   (163,754)              -        (163,754)
     Deferred financing costs                                     -        (120,000)        266,685
     Prepaid services                                             -               -         (75,625)
     Prepaid expenses and other current assets              (87,969)        (59,250)       (133,336)
     Other assets                                            (3,135)              -         (50,314)
   Increase (decrease) in
     Accounts payable                                       368,076          26,687         795,469
     Accrued expenses                                         6,578           3,578         115,930
     Accrued interest                                       (30,041)              -          63,636
                                                       -------------   -------------   -------------

Net cash used in operating activities                    (3,404,189)     (1,636,505)     (8,259,102)
                                                       -------------   -------------   -------------

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

                                                 5



<PAGE>

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

===============================================================================================
<CAPTION>

                                                                                     For the
                                                               For the             Period from
                                                          Six Months Ended        July 20, 1998
                                                            September 30,        (Inception) to
                                                    ---------------------------   September 30,
                                                        2000            1999           2000
                                                    ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment               $   (21,743)   $  (167,654)   $  (294,554)
   Repayment of note receivable                               -         45,000              -
   Cash received from related parties                         -          6,894              -
   Repayments to related parties                        (59,562)       (40,144)       (49,627)
                                                    ------------   ------------   ------------

Net cash used in investing activities                   (81,305)      (155,904)      (344,181)
                                                    ------------   ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Book overdraft                                        37,254              -         37,254
   Proceeds from notes payable                                -              -        370,000
   Repayment of notes payable                          (355,000)       (10,000)      (370,000)
   Proceeds from convertible promissory notes                 -      1,225,000      1,985,000
   Proceeds from common stock                           716,850              -        716,850
   Proceeds from committed common stock                       -              -      3,148,900
   Stock issuance costs                                (104,195)             -       (482,771)
   Proceeds from preferred stock                      2,382,000        473,500      3,598,050
   Payments on preferred stock                         (400,000)             -       (400,000)
                                                    ------------   ------------   ------------

Net cash provided by financing activities             2,276,909      1,688,500      8,603,283
                                                    ------------   ------------   ------------

Net decrease in cash and cash equivalents            (1,208,585)      (103,909)             -

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

CASH AND CASH EQUIVALENTS, END OF PERIOD            $         -    $    23,745    $         -
                                                    ============   ============   ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   INTEREST PAID                                    $    15,630    $    15,583    $   116,760
                                                    ============   ============   ============

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

                                               6



<PAGE>

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

================================================================================


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the six months ended September 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 six months ended September 30, 2000, the Company exchanged certain
shares of committed common stock for 2,463,095 shares of common stock valued at
$4,946,112.

During the six months ended September 30, 1999, the Company issued to the note
holders an additional 11,601 shares of common stock valued at $5,000.

During the six months ended September 30, 1999, the Company issued 340,000
shares of common stock valued at $330,000 to third parties for other services
rendered.

During the six months ended September 30, 1999, convertible promissory notes
payable totaling $150,000 were exchanged for 46,940 shares of the Company's
common stock.

During the six months ended September 30, 1999, the Company purchased 96 Points
of Presence in exchange for 300,000 restricted shares of the Company's common
stock valued at $1,125,000.

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

                                       7



<PAGE>

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

================================================================================


NOTE 1 - ORGANIZATION AND BUSINESS

         Sonicport.com, Inc., 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, Inc.
         include application service provider, 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 six months ended September 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.

                                       8



<PAGE>

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

================================================================================


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Advertising Expense
         -------------------
         Advertising costs are charged to expense as incurred. For the six
         months ended September 30, 2000, the Company recorded advertising
         expense of $882,071.


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. The Company did not have
         any uninsured cash at September 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 - PROPERTY AND EQUIPMENT

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

          Furniture and fixtures                            $   75,654
          Office equipment                                     101,934
          Computer equipment                                 1,125,000
          Leasehold improvements                                99,026
                                                            -----------

                                                             1,401,614
          Less accumulated depreciation and amortization        68,944
                                                            -----------

              TOTAL                                         $1,332,670
                                                            ===========

         Depreciation and amortization expense for the six months ended
         September 30, 2000 and 1999 was $32,266 and $73,293, respectively. At
         September 30, 2000, the computer equipment had not been put into
         service, and therefore, no depreciation has been recorded.


NOTE 5 - SHAREHOLDERS' EQUITY

         Stock Options
         -------------
         During the six months ended September 30, 2000, the Company issued
         options to purchase 967,000 shares of the Company's common stock
         pursuant to the 1999 Stock Option Plan.

                                       9



<PAGE>

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

================================================================================


NOTE 5 - SHAREHOLDERS' EQUITY (CONTINUED)

         Convertible Preferred Stock - Series B
         --------------------------------------
         In August 2000, the Company issued 509,333 units in a private placement
         for gross proceeds of $382,000. 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 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.

         Common Stock
         ------------
         In August 2000, the Company converted 243,750 shares of common stock
         committed valued at $975,000 into 694,691 shares of common stock valued
         at $975,000. Per the original agreement, the Company was required to
         issue 243,750 shares of common stock. As the stock price significantly
         decreased, the Company was required to issue 450,941 additional shares
         of common stock for the same amount of prepaid media services.


NOTE 6 - SUBSEQUENT EVENTS

         In October 2000, the Company issued 133,666 units in a private
         placement for gross proceeds of $100,250. Each unit consisted of one
         share of 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
         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.

                                       10



<PAGE>

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

================================================================================


NOTE 6 - SUBSEQUENT EVENTS (CONTINUED)

         In November 2000, the Company issued 10,989 units in a private
         placement for gross proceeds of $54,945. Each unit consisted of 10
         shares of its common stock and a warrant to purchase one share of the
         Company's common stock. There are 90,000,000 shares of common stock
         authorized with a par value of $0.0001. The price is $0.50 per share.
         The warrant entitles the holder to purchase one share of the Company's
         common stock at $1.25 per share, which represents 166% of the market
         value of the Company's stock at the closing date. There are a total of
         2,000,000 units that will be sold, for a total gross proceeds of
         $1,000,000.


                                       11



<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.

                                       12



<PAGE>

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.


Results of Operations

The Company recognized revenues of $306,752 for the three months ended September
30, 2000 as compared with $1,220 for the three months ended September 30, 1999.
Revenues for the six months ended September 30, 2000 were $534,826 as compared
with $1,766 for the six months ended September 30, 1999. In April, 2000 the
Company began operations of its Internet service provider which is why there
were no revenues for the corresponding period in the prior year.

The Company recognized cost of sales of $ 655,367 for the three months ended
September 30, 2000 as compared with $0 for the three months ended September 30,
1999. Cost of sales for the six months ended September 30, 2000 were $ 1,887,383
as compared with $ 0 for the six months ended September 30, 1999. In April, 2000
the Company began operations of its Internet service provider which is why there
were no cost of sales for the corresponding period in the prior year.

General and administrative expenses for the three months ended September 30,
2000 were $992,495 as compared with $1,347,094 for the three months ended
September 30, 1999. General and administrative expenses for the six months ended
September 30, 2000 were $2,561,684 as compared with $2,156,999 for the six
months ended September 30, 1999. The increase in general and administrative
expenses was due to the start up of operations of the Company's internet service
provider in April 2000. Prior to this, the Company did not have any revenue
generating operations.

Liquidity and Capital Resources

The Company is raising funds for working capital and further expansion of the
company's operations. During the quarter, the Company issued 509,333 units in a
private placement for gross proceeds of $382,000 and in October issued another
133,666 units for gross proceeds of $100,250. There are a total of 700,000 units
that will be sold, for total gross proceeds of $525,000.Each unit consisted of
one share of Series B preferred stock and a warrant to purchase one share of the
Company's common stock. 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 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.

The Company has also issued 10,989 units in a second private placement for gross
proceeds of $54,945. There are a total of 2,000,000 units that will be sold, for
total gross proceeds of $1,000,000. Each unit consists of 10 shares of the
Company's common stock and a warrant to purchase one share of the Company's
common stock. The price is $0.50 per share. The warrant entitles the holder to
purchase one share of the Company's common stock at $1.25 per share, which
represents 166% of the market value of the Company's stock at the closing date.

                                       13

<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


                                       14


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on November 21, 2000.

SONICPORT.COM, INC.


By: /s/ Richard Shapiro
    --------------------------------------------------
    Chief Financial Officer