<PAGE>

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

                                   ----------

                                  FORM 10-QSB/A
                                (Amendment No. 2)
                                   ----------

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

         For the quarterly period ended December 31, 2001

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

         For the transition period                    to

                        Commission file number: 001-15835

                               US DATAWORKS, INC.
                           (formerly SonicPort, Inc.)
        (Exact name of small business issuer as specified in its charter)

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

   5301 HOLLISTER ROAD, SUITE 250
           HOUSTON, TEXAS                                  77040
(Address of principal executive offices)                 (Zip Code)

                    Issuer's telephone number: (713) 934-3855

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [ ]

Number of shares of Common Stock outstanding as of December 31, 2001:
46,686,164.

Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]



<PAGE>

                                EXPLANATORY NOTE

         US Dataworks, Inc. (the "Company"), by this Form 10-QSB/A, Amendment
No. 2 to Form 10-QSB, hereby amends and restates Part I, Items 1 and 2, and Part
II, Item 6.

                                       i


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                                SONICPORT, INC. AND SUBSIDIARIES
                                                      CONSOLIDATED BALANCE SHEET
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

                                     ASSETS
                                   (restated)
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 ..................................         1,257,104
GOODWILL, net ................................................        14,722,530
OTHER ASSETS .................................................            33,894
                                                                     -----------
              TOTAL ASSETS ...................................       $16,371,467
                                                                     ===========

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

                                       1


<PAGE>
<TABLE>

                                                                              SONICPORT, INC. AND SUBSIDIARIES
                                                                                    CONSOLIDATED BALANCE SHEET
                                                                                 December 31, 2001 (unaudited)
--------------------------------------------------------------------------------------------------------------
<CAPTION>

                                     LIABILITIES AND SHAREHOLDERS' EQUITY
                                                  (restated)
<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' EQUITY
   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, 41,250 shares .....................................................          2,203
   Additional paid-in capital ................................................................     37,412,418
   Accumulated deficit .......................................................................    (25,593,539)
   Treasury stock, at cost, 1,528,000 shares .................................................       (220,000)
                                                                                                 -------------
         Total shareholders' equity ..........................................................     11,556,030
                                                                                                 -------------
              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .....................................   $ 16,371,467
                                                                                                 =============

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

                                                      2
</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 THREE MONTHS ENDED     FOR THE NINE MONTHS ENDED
                                                                 DECEMBER 31,                 DECEMBER 31,
                                                             2001           2000           2001           2000
                                                         ------------   ------------   ------------   ------------
                                                          (restated)     (restated)     (restated)      (restated)
<S>                                                      <C>            <C>            <C>            <C>
REVENUES
   Software licensing revenues .......................   $   393,754    $        --    $   943,454    $        --
   Software maintenance revenues .....................            --             --        164,475             --
                                                         ------------   ------------   ------------   ------------
     Total revenues ..................................       393,754             --      1,107,929             --

COST OF SALES ........................................       138,250             --        412,975             --
                                                         ------------   ------------   ------------   ------------
     Gross profit ....................................       255,504             --        694,954             --

OPERATING EXPENSES
   General and administrative ........................       454,843        634,011      1,682,006      2,044,098
   Depreciation and amortization .....................       773,821         35,417      2,219,732         84,567
   Consulting-related parties ........................        58,090             --        144,000        157,708
                                                         ------------   ------------   ------------   ------------
     Total operating expenses ........................     1,286,754        669,428      4,045,738      2,286,373
                                                         ------------   ------------   ------------   ------------

LOSS FROM OPERATIONS .................................      (973,160)      (669,428)    (3,350,784)    (2,286,373)
                                                         ------------   ------------   ------------   ------------
OTHER INCOME (EXPENSE)
   Financing costs ...................................       (69,574)            --       (124,874)            --
   Interest expense ..................................      (229,806)       (26,739)    (2,373,185)       (41,440)
   Interest expense - related parties ................       (10,515)            --        (47,721)            --
   Interest income ...................................           638             --          3,608         10,559
   Loss on disposal of property and equipment ........            --        (66,528)            --        (74,385)
                                                         ------------   ------------   ------------   ------------
      Total other income (expense) ...................      (309,257)       (93,267)    (2,542,171)      (105,266)
                                                         ------------   ------------   ------------   ------------
LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION FOR
   (BENEFIT FROM) INCOME TAXES, DISCOUNTED OPERATIONS,
   AND EXTRAORDINARY ITEM ............................    (1,282,417)      (762,695)    (5,892,955)    (2,391,639)
PROVISION FOR (BENEFIT FROM) INCOME TAXES ............           816             --          1,616           (203)
                                                         ------------   ------------   ------------   ------------

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

                                                        3
</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 THREE MONTHS ENDED          FOR THE NINE MONTHS ENDED
                                                                      DECEMBER 31,                       DECEMBER 31,
                                                            2001            2000            2001            2000
                                                        -------------   -------------   -------------   -------------
                                                         (restated)       (restated)      (restated)      (restated)
<S>                                                     <C>             <C>             <C>             <C>
LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED
   OPERATIONS AND EXTRAORDINARY ITEM ................   $ (1,283,233)   $   (762,695)   $ (5,894,571)   $ (2,391,436)
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 ......................     (2,422,519)     (1,022,753)     (6,975,346)     (4,004,052)

EXTRAORDINARY ITEM
  Income from forgiveness of interest payable .......             --              --              --          41,667
                                                        -------------   -------------   -------------   -------------
NET LOSS ............................................     (2,422,519)     (1,022,753)     (6,975,346)     (3,962,385)

PREFERRED STOCK DIVIDENDS ...........................             --              --         264,698              --
                                                        -------------   -------------   -------------   -------------
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS ...........   $ (2,422,519)   $ (1,022,753)   $ (7,240,044)   $ (3,962,385)
                                                        =============   =============   =============   =============
BASIC AND DILUTED LOSS PER SHARE
  From continuing operation .........................   $      (0.03)   $      (0.02)   $      (0.14)   $      (0.06)
  From discontinued operations ......................          (0.02)          (0.01)          (0.02)          (0.03)
  From extraordinary item ...........................             --              --              --           (0.00)
  From dividends paid ...............................             --              --           (0.01)             --
                                                        -------------   -------------   -------------   -------------
      Total basic and diluted loss per share ........   $      (0.05)   $      (0.03)   $      (0.17)   $      (0.09)
                                                        =============   =============   =============   =============
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.

                                                          4
</TABLE>



<PAGE>
<TABLE>

                                                                                 SONICPORT, INC. AND SUBSIDIARIES
                                                                             CONSOLIDATED STATEMENTS OF CASH FLOW
                                                 For the Nine Months Ended December 31, 2001 and 2000 (unaudited)
-----------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                                                          2001           2000
                                                                                      ------------   ------------
                                                                                       (restated)     (restated)
<S>                                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss from continuing operations ............................................   $(5,894,571)   $(2,391,436)
   Adjustments to reconcile net loss from continuing operations to net cash used in
     operating activities
     Depreciation and amortization of property and equipment ......................       453,029         84,567
     Amortization of goodwill .....................................................     1,766,703             --
     Amortization of offering financial costs .....................................       250,238             --
     Loss on disposal of property and equipment ...................................            --         74,385
     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 agreement ......................................       224,950             --
     Liquidated damages on conversion of convertible promissory notes .............            --         60,000
     Extraordinary Item ...........................................................            --         41,667
     (Increase) decrease in
       Accounts receivable ........................................................       (49,475)       (31,713)
       Prepaid expenses and other current assets ..................................        82,682        (72,437)
       Other assets ...............................................................       (23,845)            --
     Increase (decrease) in
       Deferred revenue ...........................................................        60,188             --
       Accounts payable ...........................................................       118,005        588,124
       Accrued expenses ...........................................................        55,437         23,769
       Accrued Interest ...........................................................        10,869        (21,588)
                                                                                      ------------   ------------
Net cash used in continuing operations activities .................................      (779,175)    (1,627,912)
Net cash used in discontinued operations activities ...............................      (840,439)    (2,525,092)
                                                                                      ------------   ------------
Net cash used in operating activities .............................................    (1,619,614)    (4,153,004)
                                                                                      ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment .............................................       (17,102)       (22,383)
   Net advances from (repayments to) related parties ..............................        14,586             --
                                                                                      ------------   ------------
Net cash provided by (used in) investing activities ...............................        (2,516)       (22,383)
                                                                                      ------------   ------------

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

                                                        5
</TABLE>



<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF CASH FLOW
                For the Nine Months Ended December 31, 2001 and 2000 (unaudited)
--------------------------------------------------------------------------------

                                                         2001           2000
                                                     ------------   ------------
                                                      (restated)     (restated)
CASH FLOWS FROM FINANCING ACTIVITIES
   Payments on capital lease obligations ..........  $    (6,915)   $        --
   Proceeds from notes payable ....................      249,000         77,000
   Repayment of notes payable .....................      (90,080)      (355,000)
   Proceeds from notes 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 .........      490,023      2,966,851
                                                     ------------   ------------
Net decrease in cash and cash equivalents .........   (1,132,107)    (1,208,516)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ....    1,159,230      1,208,585
                                                     ------------   ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ..........  $    27,123    $        69
                                                     ============   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   INTEREST PAID ..................................  $   111,439    $    15,630
                                                     ============   ============

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 $255,000, which
               were committed prior to March 31, 2001.

     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.

                                       6



<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.

     The Company previously recorded the acquisition of US Dataworks in a manner
similar to a pooling of interests. Management has reassessed the facts and
circumstances of the transaction and has changed the method used to record the
acquisition from a manner similar to a pooling of interests to the purchase
method, which is in conformity with generally accepted accounting principles in
accordance with APB 16, "Business Combinations." The purchase price has been
allocated to the assets acquired and liabilities assumed based on the estimated
fair values at the date of acquisition. The excess of the purchase price over
the estimated fair value of the net assets acquired is attributed to goodwill
which is being amortized over seven years using the straight line method. The
results of operations of US Dataworks will be included in the consolidated
financial statements from April 1, 2001.

     The fair value of assets acquired and liabilities assumed is summarized as
follows:

             Accounts receivable                              $      179,583
             Property and equipment                                2,238,782
             Goodwill                                             16,489,233
             Other assets                                             14,509
             Notes payable                                        (1,346,754)
             Accounts payable and accrued expenses                   (43,841)
             Other liabilities                                       (41,293)
             Due from related parties                                (52,957)
                                                              ---------------
             Purchase price                                   $   17,437,262
                                                              ===============

     The aggregate purchase price was $17,437,262. The value of the 14,666,667
new shares of Sonicport's common stock issued and the 4,000,000 shares
transferred by certain shareholders of Sonicport to the shareholders of US
Dataworks of $16,893,334 was determined based on the average closing market
price of Sonicport's common stock over the period consisting of two days before
and after the terms of the acquisition agreement were agreed to and announced.
The value of the warrants to purchase 1,000,000 shares was determined to be
$543,928 and was derived using the Black Scholes option pricing model using the
following assumptions: expected life of 2 years, risk-free interest rate of
5.49% expected volatility of 100% and expected dividend yield of 0%.

                                       7


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

NOTE 2 - RESTATEMENT

     The Company previously recorded the acquisition of US Dataworks in a manner
similar to a pooling of interests. Management has reassessed the facts and
circumstances of the transaction and has changed the method used to record the
acquisition from a manner similar to a pooling of interests to the purchase
method, which is in conformity with generally accepted accounting principles.
The effect of the restatement on net sales, cost of sales, gross profit, net
loss, basic and diluted loss per common share, current assets, property and
equipment, total assets, current liabilities, total liabilities and total
liabilities and shareholders' deficit as of and for the nine months ended
December 31, 2001 is as follows:
<TABLE>
<CAPTION>

                                                     As Originally          Restatement
                                                       Reported             Adjustments         As Restated
                                                 ----------------       ----------------      ----------------
<S>                                              <C>                    <C>                   <C>
Net Sales                                        $     1,107,928        $            --       $     1,107,929
Cost of Sales                                            412,975                     --               412,975
Gross Profit                                             694,954                     --               694,954
Net Loss                                              (5,017,841)            (1,957,505)           (6,975,346)
Loss Per Common Share:
   Basic                                                   (0.12)                 (0.05)                (0.17)
   Diluted                                                 (0.12)                 (0.05)                (0.17)
Current Assets                                   $       357,939        $            --       $       357,939
Property and Equipment                                   251,554              1,005,550             1,257,104
Goodwill                                                      --             14,722,530            14,722,530
Total Assets                                             643,387             15,728,080            16,371,467
Current Liabilities                                    4,798,545                     --             4,798,545
Total Liabilities                                      4,815,437                     --             4,815,437
Total Liabilities and Shareholders' Equity       $       643,387        $    15,728,080       $    16,371,467
</TABLE>

     The effect of the restatement on net sales, cost of sales, gross profit,
net loss, basic and diluted loss per common share for the nine months ended
December 31, 2000 is as follows:
<TABLE>
<CAPTION>

                                                  As Originally           Restatement
                                                    Reported              Adjustments          As Restated
                                               ----------------        ----------------     ----------------
<S>                                            <C>                     <C>                  <C>
           Net Sales                           $       696,269         $      (696,269)     $            --
           Cost of Sales                               313,461                (313,461)                  --
           Gross Profit                                382,808                (382,808)                  --
           Net Loss                                 (4,335,887)               (373,502)          (3,962,385)
           Loss Per Common Share:
              Basic                                      (0.10)                  (0.01)               (0.09)
              Diluted                                    (0.10)                  (0.01)               (0.09)
</TABLE>

NOTE 3 - 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.

                                       8


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

NOTE 3 - 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 4 - 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.

     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.

                                       9


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Goodwill
     --------

     In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets," which is effective
for fiscal years beginning after December 14, 2001. SFAS 142 prohibits the
amortization of goodwill and intangible assets with indefinite useful lives but
requires that these assets be reviewed for impairment at least annually or on an
interim basis if an event occurs or circumstances change that could indicate
that their value has diminished or been impaired. Other intangible assets will
continue to be amortized over their estimated useful lives. The Company
evaluates the remaining useful lives of these intangibles on an annual basis to
determine whether events or circumstances warrant a revision to the remaining
period of amortization. Pursuant to SFAS 142, amortization of goodwill recorded
in business combinations prior to June 30, 2001 will cease effective March 31,
2002. Goodwill resulting from business combinations completed after June 30,
2001 will not be amortized. The Company recorded amortization expenses of
$1,766,703 on goodwill during the nine months ended December 31, 2001.

     The Company will test goodwill and intangible assets with indefinite lives
for impairment during the fiscal year beginning April 1, 2002 and any resulting
impairment charge will be reflected as a cumulative effect of a change in
accounting principle. Under SFAS 142, the Company is required to screen goodwill
for potential impairment by September 30, 2002 and measure the amount of
impairment, if any, by March 31, 2003.

     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.

                                       10


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

NOTE 4 - 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       1,557,999

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 agreements                                        369,789              --

Warrants issued for services rendered                                                       1,310,000              --

Warrants issued as part of the acquisition of the Dataworks                                 1,000,000              --

Convertible Series A preferred stock                                                          640,000         153,600

Convertible Series B preferred stock                                                          642,999         642,999
</TABLE>

NOTE 5 - 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.

     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.

                                       11


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

NOTE 6 - 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                                         1,402,216
          Leasehold improvements                                         6,657
                                                                  -------------
                                                                     1,619,573
          Less accumulated depreciation and amortization              (362,469)
                                                                  -------------
                 TOTAL                                            $  1,257,104
                                                                  =============

     Depreciation and amortization expense for the nine months ended December
31, 2001 and 2000 was $426,450 and $40,338, respectively.

NOTE 7 - 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.

NOTE 8 - 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. The note payable was assumed by the Company as part of its
purchase of Dataworks.

                                       12


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

NOTE 8 - NOTES PAYABLE - RELATED PARTIES (CONTINUED)

     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 9 - 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.

     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 10 - 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.

                                       13


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

NOTE 10 - CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES (CONTINUED)

     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.

     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 11 - SHAREHOLDERS' EQUITY

     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 $255,000 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.

                                       14


<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                   December 31, 2001 (unaudited)
--------------------------------------------------------------------------------

NOTE 11 - SHAREHOLDERS' EQUITY (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.

                                       15


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

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, 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

                                       16


<PAGE>

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.

     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 $0 for the three months ended December 31,
2000. Revenues for the nine months ended December 31, 2001 were $1,107,929 as
compared with $0 for the nine months ended December 31, 2000. The increase in
revenue was due to the acquisition of Dataworks.

     Total operating expenses for the three months ended December 31, 2001 were
$1,286,754 as compared with $669,428 for the three months ended December 31,
2000. Total operating expenses for the nine months ended December 31 increased
by $1,759,365 from $2,286,373 in 2000 to $4,045,738 in 2001. This increase was
primarily due to the acquisition of Dataworks. 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 $105,226 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 $520,538 from a net loss of $762,695 in December 2000 to a net loss
of $1,283,233 for the same period in 2001. For the nine months ended December
31, 2001, the net loss has increased by $3,503,135 from $2,391,436 in 2000, to
$5,894,571 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.

                                       17


<PAGE>

     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.

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; and

          o    geographic coverage.

                                       18


<PAGE>

     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.

     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.

                                       19


<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.

                                       20


<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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits.

     The exhibit listed below is required by Item 601 of Regulation S-B.

    EXHIBIT
    NUMBER                          DESCRIPTION OF DOCUMENT
    ------                          -----------------------

     99.1           Statement of Chief Executive Officer and Chief Financial
                    Officer under 18 U.S.C. ss. 1350.

     (b) Reports on Form 8-K.

     The Company did not file reports on Form 8-K with the Securities and
Exchange Commission during the three months ended December 31, 2001.

                                       21


<PAGE>

                                    SIGNATURE

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

     Dated:  June 10, 2003

                                 US DATAWORKS, INC.

                                 By /s/ John S. Reiland
                                    --------------------------------------------
                                    John S. Reiland
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       22


<PAGE>

CERTIFICATIONS
--------------

I, Charles E. Ramey, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A, Amendment No. 2 to
Form 10-QSB, of US Dataworks, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Dated: June 10, 2003

                                             /s/ Charles E. Ramey
                                             -----------------------------------
                                             Charles E. Ramey
                                             Chief Executive Officer

                                       23


<PAGE>

I, John S. Reiland, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A, Amendment No. 2 to
Form 10-QSB, of US Dataworks, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Dated: June 10, 2003

                                             /s/ John S. Reiland
                                             -----------------------------------
                                             John S. Reiland
                                             Chief Financial Officer

                                       24


<PAGE>

                                  EXHIBIT INDEX

    EXHIBIT
    NUMBER                       DESCRIPTION OF DOCUMENT
    ------                       -----------------------

     99.1           Statement of Chief Executive Officer and Chief Financial
                    Officer under 18 U.S.C. ss. 1350.