<PAGE>

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


                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2001

                                       OR

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

                         Commission file number: 0-23365

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


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


                              21621 Nordhoff Street
                          Chatsworth, California 91311
          (Address of principal executive offices, including zip code)

                                 (818) 678-4535
              (Registrant's telephone number, including area code)

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

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

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

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

Number of shares of common stock outstanding as of June 30, 2001: 44,733,379

<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                                      CONSOLIDATED BALANCE SHEET
                                                       JUNE 30, 2001 (UNAUDITED)

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


                                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                                         $  249,098
   Accounts receivable                                                   50,000
   Due from related parties                                             158,698
   Deferred financing costs                                             176,118
   Prepaid media, net of allowance of $975,000                                -
   Prepaid expenses and other current assets                             97,805
                                                                     -----------

      Total current assets                                              731,719

PROPERTY AND EQUIPMENT, net                                           1,118,729
OTHER ASSETS                                                             11,957
                                                                     -----------

           TOTAL ASSETS                                              $1,862,405
                                                                     ===========

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

                                       1
<PAGE>

<TABLE>
                                                        SONICPORT, INC. AND SUBSIDIARIES
                                                              CONSOLIDATED BALANCE SHEET
                                                               JUNE 30, 2001 (UNAUDITED)

----------------------------------------------------------------------------------------
<CAPTION>

                          LIABILITIES AND SHAREHOLDERS' DEFICIT

<S>                                                                        <C>
CURRENT LIABILITIES
   Notes payable                                                           $     25,363
   Current portion of notes payable - related parties                           838,896
   Current portion of capital lease obligations                                  11,125
   Convertible promissory notes, net of unamortized discount of $263,437      2,021,563
   Convertible promissory notes - related parties                               250,000
   Accounts payable                                                             207,669
   Accrued expenses                                                              78,800
   Interest payable, including $8,356 to related parties                         29,376
   Due to related party                                                          66,197
   Net liabilities of discontinued operations                                    23,777
                                                                           -------------

      Total current liabilities                                               3,552,766

NOTES PAYABLE - RELATED PARTIES, net of current portion                         635,245
CAPITAL LEASE OBLIGATIONS, net of current portion                                22,205
                                                                           -------------

           Total liabilities                                                  4,210,216
                                                                           -------------

COMMITMENTS

SHAREHOLDERS' DEFICIT
   Convertible Series A preferred stock, $0.0001 par value
      10,000,000 shares authorized 640,000 shares issued
      and outstanding
      $2.50 liquidation preference, dividends of $24,000 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 $15,742 in arrears                  63
   Common stock, $0.0001 par value
      100,000,000 shares authorized
      44,733,379 shares issued and outstanding                                    4,473
   Common stock committed, 1,082,438 shares                                   1,082,438
   Additional paid-in capital                                                18,513,421
   Accumulated deficit                                                      (21,728,270)
   Treasury stock, at cost, 1,528,000 shares                                   (220,000)
                                                                           -------------

           Total shareholders' deficit                                       (2,347,811)
                                                                           -------------

                TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                $  1,862,405
                                                                           =============

       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 MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)

---------------------------------------------------------------------------------------------
<CAPTION>

                                                                      2001           2000
                                                                  ------------   ------------
<S>                                                               <C>            <C>
REVENUES
   Software licensing revenues                                    $   273,777    $    47,500
   Application service provider revenues - affiliates sales           235,177              -
                                                                  ------------   ------------

        Total revenues                                                508,954         47,500
                                                                  ------------   ------------

OPERATING EXPENSES
   General and administrative                                       1,182,335      1,782,672
   Consulting - related parties                                        41,000              -
                                                                  ------------   ------------

        Total operating expenses                                    1,223,335      1,782,672
                                                                  ------------   ------------

LOSS FROM OPERATIONS                                                 (714,381)    (1,735,172)
                                                                  ------------   ------------

OTHER INCOME (EXPENSE)
   Financing costs                                                    (18,301)             -
   Interest expense                                                (1,958,865)        (9,318)
   Interest expense - related parties                                  (8,356)             -
   Interest income                                                      3,563          6,793
                                                                  ------------   ------------

        Total other income (expense)                               (1,981,959)        (2,525)
                                                                  ------------   ------------

LOSS FROM CONTINUING OPERATIONS BEFORE PROVISION
   FOR INCOME TAXES, DISCONTINUED OPERATIONS, AND
   EXTRAORDINARY ITEM                                              (2,696,340)    (1,737,697)

PROVISION FOR INCOME TAXES                                                400              -
                                                                  ------------   ------------

LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED
   OPERATIONS AND EXTRAORDINARY ITEM                               (2,696,740)    (1,737,697)

DISCONTINUED OPERATIONS
   Income (loss) from operations of discontinued subsidiary,
      net of provision for income taxes of $0                          63,055     (1,003,942)
   Income (loss) on disposal of subsidiary, including provision
      of $0 for operating losses during the phase-out period,
      net of provision for income taxes of $0                               -              -
                                                                  ------------   ------------

           Net income (loss) from discontinued operations              63,055     (1,003,942)
                                                                  ------------   ------------

          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 MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)

-----------------------------------------------------------------------------------------
<CAPTION>

                                                                 2001            2000
                                                            -------------   -------------
<S>                                                         <C>             <C>
LOSS BEFORE EXTRAORDINARY ITEM                              $ (2,633,685)   $ (2,741,639)

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

NET LOSS                                                    $ (2,633,685)   $ (2,699,972)
                                                            =============   =============

BASIC AND DILUTED LOSS PER SHARE
   From continuing operations                               $      (0.06)   $      (0.05)
   From discontinued operations                                        -           (0.02)
   From extraordinary item                                             -               -
                                                            -------------   -------------

        TOTAL BASIC AND DILUTED LOSS PER SHARE              $      (0.06)   $      (0.07)
                                                            =============   =============

BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OUTSTANDING         40,747,791      41,239,580
                                                            =============   =============

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

                                            4
</TABLE>
<PAGE>

<TABLE>
                                                         SONICPORT, INC. AND SUBSIDIARIES
                                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)

-----------------------------------------------------------------------------------------
<CAPTION>

                                                                  2001           2000
                                                              ------------   ------------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss from continuing operations                        $(2,696,740)   $(1,737,697)
   Adjustments to reconcile net loss to net cash
     used in operating activities
        Depreciation                                               73,512         13,900
        Amortization                                                  953         30,156
        Interest charges on convertible promissory notes           77,813              -
        Issuance of common stock for services rendered             32,000              -
        Issuance of common stock for lock-up agreements             6,781              -
        Issuance of warrants for lock-up agreements                11,520              -
        Issuance of options for services rendered                       -         15,750
        Interest from fixed conversion features                 1,771,826              -
   (Increase) decrease in
      Accounts receivable                                         129,583        (45,896)
      Prepaid services                                            (15,123)        (8,038)
      Prepaid expenses and other current assets                         -          1,824
      Other assets                                                      -        (32,385)
   Increase (decrease) in
      Accounts payable                                           (134,601)       (23,969)
      Accrued expenses                                            (35,389)             -
      Accrued interest                                                  -        (11,794)
      Interest payable - related parties                            5,328              -
      Interest payable                                              6,347        (36,291)
                                                              ------------   ------------

Net cash used in continuing operating activities                 (766,190)    (1,834,440)
Net cash used in discontinued operating activities               (169,890)    (1,226,332)
                                                              ------------   ------------

Net cash used in operating activities                            (936,080)    (3,060,772)
                                                              ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                             (12,393)       (25,437)
   Repayments to related parties                                 (160,944)             -
                                                              ------------   ------------

Net cash used in investing activities                            (173,337)       (25,437)
                                                              ------------   ------------

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

                                            5
</TABLE>
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)

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


                                                         2001           2000
                                                     ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of notes payable                        $   (83,391)   $  (304,485)
   Repayment of notes payable - related parties         (110,859)             -
   Proceeds from convertible promissory notes            750,000              -
   Payments on convertible promissory notes             (150,000)             -
   Payments on capital lease obligations                  (1,623)             -
   Proceeds from issuance of preferred stock, net              -      2,000,000
   Redemption of preferred stock                               -       (400,000)
   Rescission of preferred stock                         (10,000)             -
   Proceeds from issuance of common stock                104,654        666,850
   Stock issuance costs                                  (34,798)       (49,535)
   Contributed capital to subsidiary from affiliate            -        228,268
   Payment of dividends                                 (264,698)             -
                                                     ------------   ------------

Net cash provided by financing activities                199,285      2,141,098
                                                     ------------   ------------

Net decrease in cash and cash equivalents               (910,132)      (945,111)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD             $   249,098    $   267,194
                                                     ============   ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   INTEREST PAID                                     $    57,188    $     3,504
                                                     ============   ============


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
During the three months ended June 30, 2001, certain founding shareholders of
Sonicport, Inc. exchanged 1,528,000 shares of common stock for $220,000 in
notes payable.

During the three months ended June 30, 2000, note holders converted $500,000 of
convertible promissory notes and related finance charges totaling $60,000 into
224,000 shares of common stock.


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

                                       6
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 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 June 30, 2001. Of the Dataworks shares,
         878,572 were acquired from officers of Dataworks who are also officers
         of Sonicport.


NOTE 2 - 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), Sonicport POP's, Inc. (a California
         corporation), and US Dataworks, Inc. (a Delaware corporation)
         (collectively, the "Company"). All intercompany accounts and
         transactions have been eliminated.

                                       7
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2001 (UNAUDITED)

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         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 three months ended June 30,
         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 year ended March 31, 2001.
         Management does not expect the adoption of SAB No. 101 will have a
         material effect on the Company's financial position or results of
         operations.

         Advertising Expense
         -------------------
         Advertising costs are charged to expense as incurred. For the three
         months ended June 30, 2001 and 2000, the Company recorded advertising
         expense of $11,800 and $802,338, respectively.

                                       8
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2001 (UNAUDITED)

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Loss per Share
         --------------
         The Company calculates loss per share in accordance with 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.

         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 Three Months Ended
                                                                     June 30,
                                                            -------------------------
                                                               2001           2000
                                                            -----------   -----------
<S>                                                          <C>           <C>
         Options outstanding under the Company's stock
             option plans                                    2,900,000     1,278,250
         Options granted outside the Company's stock
             option plans                                    1,050,250     1,050,250
         Warrants issued in conjunction with convertible
             Series B preferred stock                          642,999             -
         Warrants issued in conjunction with private
             placements                                        287,358             -
         Warrants issued as a financing cost for notes
             payable and convertible notes payable           1,599,000        74,000
         Warrants issued in conjunction with lock-up
             agreement                                         369,789             -
         Warrants issued for services rendered                 500,000             -
         Warrants issued as part of the acquisition of
             Dataworks                                       1,000,000             -
         Convertible Series A preferred stock                  640,000             -
         Convertible Series B preferred stock                  843,999             -
</TABLE>

                                       9
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2001 (UNAUDITED)

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Recently Issued Accounting Pronouncements
         -----------------------------------------
         In July 2001, the FASB issued SFAS No. 141, "Business Combinations."
         This statement addresses financial accounting and reporting for
         business combinations and supersedes Accounting Principles Bulletin
         ("APB") Opinion No. 16, "Business Combinations," and SFAS No. 38,
         "Accounting for Pre-Acquisition Contingencies of Purchased
         Enterprises." All business combinations in the scope of this statement
         are to be accounted for using one method, the purchase method. The
         provisions of this statement apply to all business combinations
         initiated after June 30, 2001. Use of the pooling-of-interests method
         for those business combinations is prohibited. This statement also
         applies to all business combinations accounted for using the purchase
         method for which the date of acquisition is July 1, 2001 or later.

         In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
         Intangible Assets." This statement addresses financial accounting and
         reporting for acquired goodwill and other intangible assets and
         supersedes APB Opinion No. 17, "Intangible Assets." It addresses how
         intangible assets that are acquired individually or with a group of
         other assets (but not those acquired in a business combination) should
         be accounted for in financial statements upon their acquisition. This
         statement also addresses how goodwill and other intangible assets
         should be accounted for after they have been initially recognized in
         the financial statements. It is effective for fiscal years beginning
         after December 15, 2001. Early application is permitted for entities
         with fiscal years beginning after March 15, 2001, provided that the
         first interim financial statements have not been issued previously.


NOTE 3 - DISPOSAL OF OPERATIONS

         Effective July 31, 2001, management of the Company formally decided to
         start shutting down the operations of the Company's Internet service
         provider, SeeYouOnline. All assets of SeeYouOnline were retained by the
         Company, except for $69,694 of accounts receivable, net of an allowance
         for doubtful accounts of $92,223, $128,817 of prepaid expenses, $12,012
         of due from related party, $197,324 of accounts payable, and $36,975 of
         deferred revenue. As a result, the operations of SeeYouOnline through
         June 30, 2001 are reported as discontinued operations. The results from
         discontinued operations included total revenues of $116,752 and net
         income from operations of $63,055 for the three months ended June 30,
         2001. SeeYouOnline ceased providing Internet access services on August
         15, 2001.

                                       10
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2001 (UNAUDITED)

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


NOTE 4 - PROPERTY AND EQUIPMENT

         Property and equipment at June 30, 2001 consisted of the following:

               Furniture and fixtures                           $   13,982
               Telephone equipment                                  92,009
               Computer equipment                                  319,215
               Computer software                                 1,040,000
               Leasehold improvements                                6,575
                                                                -----------

                                                                 1,471,781
               Less accumulated depreciation and amortization      353,052
                                                                -----------

                   TOTAL                                        $1,118,729
                                                                ===========

         Depreciation and amortization expense for the three months ended June
         30, 2001 and 2000 was $73,512 and $52,876, respectively. At June 30,
         2001, $1,125,000 of computer equipment had not been put into service,
         and therefore, no depreciation has been recorded on that equipment.


NOTE 5 - NOTE PAYABLE

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


NOTE 6 - NOTES PAYABLE - RELATED PARTIES

         On January 22, 2001, the Company entered into a note payable with a
         shareholder for $50,000. The note is non-interest-bearing, is
         unsecured, and is due on demand. As of June 30, 2001, the outstanding
         balance on the note was $39,000.

         The note payable - affiliate was originally issued by Dataworks on July
         12, 2000, bore interest at 18% per annum, was unsecured, and was due on
         demand. On April 2, 2001, the Company refinanced the note payable -
         affiliate with the same affiliate. 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 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.

         On April 2, 2001, as part of the Share Agreement between Sonicport and
         Dataworks, certain founding shareholders committed to return 2,200,000
         shares of Sonicport common stock in exchange for two-year promissory
         notes, bearing interest at 10% per annum, in the amount of $220,000. At
         June 30, 2001, 1,528,000 shares had been returned by the shareholders.

                                       11
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2001 (UNAUDITED)

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


NOTE 7 - CONVERTIBLE PROMISSORY NOTES

         On April 25, 2001, the Company received $350,000 under a Subscription
         Agreement it signed on March 26, 2001. On May 15, 2001, the Company
         entered into a Subscription Agreement for gross proceeds of $400,000.
         Each unit consisted of a convertible promissory note and a warrant to
         purchase one share of the Company's common stock for each dollar
         borrowed by the Company. The holder of the note has the option to
         convert the note at any time after 90 days following the issuance date
         of the note.

         The Company has the option to redeem the notes at any time prior to the
         notes' maturity date at 125% of the face value of the notes if the
         notes are redeemed within 90 days of the issuance date 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 principal and
         any unpaid interest are due on March 26, 2002 and May 15, 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 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. In connection with the issuance of the
         notes, the Company recorded deferred financing costs of $175,000 as a
         current asset and interest expense of $603,750 in the statement of
         operations for the three months ended June 30, 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 $112,500
         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.

                                       12
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2001 (UNAUDITED)

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


NOTE 8 - CONVERTIBLE PROMISSORY NOTES - RELATED PARTIES

         On January 17 and January 26, 2000, the Company entered into a
         Subscription Agreement for two, 10% Convertible Promissory Notes (the
         "January Notes") for $100,000 and $150,000, respectively, with a
         director of the Company. The holder of the January Notes has the option
         to convert the January Notes at any time after the closing date of the
         January Notes. The January Notes are convertible at the lesser of $2.50
         or 75% of the average closing bid price of the Company's common stock
         for the five trading days prior to conversion. Interest is due on the
         January Notes on April 1 and October 1. Principal and any unpaid
         interest are due on February 28, 2002 if the January Notes have not
         been converted prior to such date by either party to the January Notes.


NOTE 9 - SHAREHOLDERS' DEFICIT

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

         Common Stock for Lock-Up Agreements
         -----------------------------------
         During June 2001, the Company issued 72,716 shares of common stock
         valued at $6,781 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 recognized as
         financing costs in the statement of operations for the three months
         ended June 30, 2001.

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

         Sale of Common Stock
         --------------------
         During the three months ended June 30, 2001, the Company issued 286,857
         shares of common stock for proceeds of $104,654.

         Common Stock Issued for Services Rendered
         -----------------------------------------
         During the three months ended June 30, 2001, the Company issued 400,000
         shares of common stock as payment for services rendered valued at
         $32,000.

         Stock Options
         -------------
         During the three months ended June 30, 2001, the Company granted
         1,365,000 stock options to certain employees and non-employees at
         exercise prices between $1 and $1.25.

                                       13
<PAGE>

                                                SONICPORT, INC. AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                       JUNE 30, 2001 (UNAUDITED)

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


NOTE 9 - SHAREHOLDERS' DEFICIT (CONTINUED)

         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 three months ended June 31, 2001.


NOTE 10 - SEGMENT INFORMATION

         The Company has two business units that have separate management and
         reporting infrastructures that offer different products and services.
         The business units have been aggregated into two reportable segments:
         ASP and Licensing. The ASP group sells application service provider
         services to third parties. The Licensing group licenses the Company's
         RemitWorks and RemoteWorks software products to third parties and
         performs credit information verification services for an affiliated
         company using software purchased from that affiliated company. Most
         corporate expenses, such as internal administrative costs, legal
         expenses, and debt issuance costs, are included in the ASP group.

         Summarized financial information concerning the Company's reportable
         segments is shown in the following table for the three months ended
         June 31, 2001:

<TABLE>
<CAPTION>
                                                      ASP        Licensing     Consolidated
                                                 ------------   ------------   ------------
               <S>                               <C>            <C>            <C>
               Identifiable assets               $   406,348    $ 1,456,057    $ 1,862,405
               Sales to unaffiliated customers   $         -    $   273,777    $   273,777
               Net loss                          $(2,461,825)   $  (171,860)   $(2,633,685)
</TABLE>

NOTE 11 - SUBSEQUENT EVENTS

         Sale of Common Stock
         --------------------
         Subsequent to June 30, 2001, the Company issued 800,000 shares of
         common stock for proceeds of $200,000.

         Common Stock for Lock-Up Agreements
         -----------------------------------
         During July 2001, the Company issued 79,061 shares of common stock
         valued at $39,530 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.

                                       14

<PAGE>

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

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

Overview of the Company's Business

SonicPort, Inc. ("Sonicport" or the "Company") is a financial services
application service provider specializing in integrating transaction processing
software, supported by broadband hosting, technical expertise and customer
service. 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) to license
Dataworks' software for its banking customers and Thomson Financial Publishing,
a unit of Thomson Corporation (TSE:TOC) to incorporate Thomson's EPICWare
database into Dataworks' products.

                                       15
<PAGE>

Results of Operations

The Company recognized revenues of $508,954 for the three months ended June 30,
2001 as compared with $47,500 for the three months ended June 30, 2000. The
increase in revenue was due to the following:

         o        The Company's Application Service Provider ("ASP")became
                  operational in April 2001, bringing in revenues of $235,177.
         o        Licensing revenues to unrelated third parties increased from
                  $47,500 in 2000 to $273,777 in 2001 due to further expansion
                  of the customer base within Dataworks.

General and administrative expenses for the three months ended June 30, 2001
were $1,182,335 as compared with $1,782,672 for the three months ended June 30,
2000. This is a decrease of $600,337 due principally to the elimination and
consolidation of a portion of the Company's overhead, including moving to a new
location, the release of some employees, and the scaling back of the Internet
Service Provider ("ISP")operations.

Other expenses, including interest expense and financing costs, were increased
during the first quarter ending June 2002, to $1,981,959 for the three months
ended June 30, 2001 compared to $2,525 for the three months ended June 30, 2000.
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.

The ISP business had income from operations of $63,055 for the three months
ended June 30, 2001 compared to a loss of $1,003,942 for the three month period
ended June 30, 2000. In April 2000 the Company began operations of its Internet
service provider. Revenues remained low and costs continued to increase.
Management made a decision to discontinue providing this service, effective
August 2001. The cessation of this division will increase profit margins and the
overall operating performance of the Company.

Net loss for the quarter ended June 30, 2001 decreased by $66,287 from a net
loss of $2,699,972 in June 2000 to a net loss of $2,633,685 for the same period
in 2001. The decrease is primarily due to significantly higher sales from the
operation of the ASP and the increased revenues due to the increasing client
base of Dataworks and the decrease in costs due to moving to a new location, the
release of some employees, and the scaling back of the ISP operations.

Liquidity and Capital Resources

As of June 30, 2001, the Company had $249,098 in cash and cash equivalents.
Subsequent to June 30, 2001, the Company received $200,000 through the issuance
of 800,000 shares of common stock. The Company is raising funds for working
capital and continued growth of the Company's operations.

The Company's working deficit at June 30, 2001 was $2,821,047 as compared with
$270,250 at June 30, 2000, an increase in the working deficit of $2,530,797
during the 12-month period.

                                       16
<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.

                                       17
<PAGE>

Competition

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

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

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.

                                       18
<PAGE>

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 its ASP services and 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. 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.

Risk of System Failures

The Company's success with respect to its financial services products, and in
particular its ability to provide high quality customer service, will depend on
the efficient and uninterrupted operation of its computer and communications
hardware systems. These systems and operations are generally vulnerable to
damage or interruption from earthquakes, floods, fires, power loss,
telecommunication failures, break-ins, sabotage, intentional acts of vandalism
and similar events. Despite any precautions taken by, or planned by the Company,
the occurrence of a natural disaster or other unanticipated problems could
result in interruptions in the services provided by the Company. In addition,
failure to provide the data communications capacity required by the Company, as
a result of human error, natural disaster or other operational disruption, could
result in interruptions in the Company's service. Any damage to or failure of
the systems of the Company could result in reductions in, or terminations of the
ASP service, which could have a material adverse effect on the Company's
business, results of operations and financial condition. In the case of frequent
or persistent system failures, the Company's reputation and name brand could be
materially adversely affected.

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 Sonicport'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 Sonicport 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 61% 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.

                                       20
<PAGE>

Shares Eligible for Future Sale

As of June 30, 2001, there were approximately 44,733,379 shares of Common Stock
outstanding, of which at least 36,133,221 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.

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.

                                       21
<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.

In conjunction with the Contribution Agreement dated April 2, 2001, founders of
Sonicport, Inc. and principal shareholders David Baeza and Stanton Dodson agreed
to contribute shares of common stock back to the treasury of the Company. This
was done to strengthen the capital structure of the Company and assist the
Company in raising additional capital. Messrs. Baeza and Dodson agreed to sell
to the Company an aggregate of 2.2 million shares in exchange of an aggregate of
$220,000 payable pursuant to promissory notes in favor of Messrs. Baeza and
Dodson.

On April 30, 2001, the Company issued 400,000 shares of common stock to an
accredited investor for services valued at $32,000. The shares were issued in a
private placement pursuant to Section 4(2) of the Securities Act of 1933, as
amended.

On June 24, 2001, the Company issued 250,000 shares of common stock to an
accredited investor for $100,000. The shares were issued in a private placement
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

On May 15, 2001, the Company issued a $400,000 convertible promissory note due
May 15, 2002, convertible into common stock at a conversion price of $.40. The
note was issued in a private placement pursuant to Section 4(2) of the
Securities Act of 1933, as amended.

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.


                                   SIGNATURES

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


                                                   SONICPORT, INC.

                                             By:   /s/  Richard Shapiro
                                                   ------------------------
                                                   Chief Financial Officer
                                                           August 20, 2001

                                       22