<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  Form 10-QSB
                                 -------------

                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

For Quarter Ended February 28, 2001               Commission File No. 33-23430-D
                                                                  --------------

                               NETCOMMERCE, INC.

         -------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Nevada                                           84-1091271
-------------------------------------                ---------------------------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)


  9901 E Valley Ranch Parkway #2000, Irving, Texas               75063
 -------------------------------------------------      ----------------------
 (Address of principal executive offices)                      (Zip Code)


                                (972) 725-9372
          -----------------------------------------------------------
             (Registrant's telephone number, including area code)



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 shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
                                Yes  X    No
                                   -----    -----


                     APPLICABLE ONLY TO CORPORATE ISSUERS:


As of February 28, 2001, there were 53,313,187 shares of the Registrant's $.01
par value common stock issued and outstanding. There were also outstanding
warrants to purchase up to 668,014 shares of the Registrant's common stock.

                                       1
<PAGE>

                               NETCOMMERCE, INC.
                                     INDEX

<TABLE>
<S>                                                                                 <C>
                                                                                     Page
                                                                                     ----
                                        PART I
Item 1. Financial Statements

     Consolidated Balance Sheet - February 28, 2001.................................    3

     Consolidated Statements of Operations - Nine Months and Three Months Ended
          February 28, 2001 and February 28, 2000...................................    4

     Consolidated Statements of Cash Flows - Nine Months Ended
          February 28, 2001 and February 28, 2000...................................    5

     Notes to Consolidated Financial Statements.....................................    6


Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations.............................    8


                                        PART II
                                        -------

Item 1.  Legal Proceedings..........................................................   10

Item 2.  Changes In Securities......................................................   10

Item 3.  Defaults Upon Senior Securities............................................   10

Item 4.  Submission of Matters to a Vote of Security Holders........................   10

Item 5.  Other Information..........................................................   10

Item 6.  Exhibits and Reports on Form 8-K...........................................   10


</TABLE>

                                       2
<PAGE>

Part I

                               NetCommerce, Inc.

                          Consolidated Balance Sheet
                               February 28, 2001


ASSETS

Cash                                                       $       115,926
Marketable securities                                               54,287
Accounts receivable                                                243,226
Other current assets                                                 8,340
                                                           ---------------
    Total current assets                                           421,779
Investments at cost                                                487,803
Property and equipment, net of accumulated
  depreciation of $371,925                                         510,940
Goodwill, net of accumulated amortization
  of $475,603                                                      668,368
Client lists, net of accumulated amortization
  of $134,933                                                      118,067
Other assets                                                       278,780
                                                           ---------------

    Total assets                                           $     2,485,737
                                                           ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable                                              $       250,000
Notes payable to related parties                                   242,602
Deferred revenue                                                   155,192
Accounts payable                                                   417,470
Accrued sales tax                                                  199,569
Other current liabilities                                          104,839
                                                           ---------------

    Total current liabilities                                    1,369,672
                                                           ---------------


Stockholders' equity:
  Common stock, par value $0.01; 75,000,000 shares
  authorized, 53,313,187 shares issued and outstanding             533,313
  Additional paid-in capital                                    11,176,292
  Accumulated deficit                                          (10,593,540)
                                                           ---------------

    Total stockholders' equity                                   1,116,065
                                                           ---------------

    Total liabilities and stockholders' equity             $     2,485,737
                                                           ===============

                                       3
<PAGE>

                               NetCommerce, Inc.

                     Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                                        Nine months ended          Three months ended
                                                                           February 28,               February 28,
                                                                   -------------------------   -------------------------
                                                                      2001           2000          2001          2000
<S>                                                                <C>           <C>           <C>           <C>
NET REVENUES                                                       $ 1,594,682   $   707,503   $   675,155   $   307,884
                                                                   -----------   -----------   -----------   -----------

OPEPATING EXPENSES
 Development and services                                            1,343,211       917,188       319,739       358,542
 Sales and marketing                                                 1,790,342       733,770       440,285       286,727
 General and administrative                                          1,021,284       222,883       262,155        89,952
                                                                   -----------   -----------   -----------   -----------
     TOTAL OPERATING EXPENSES                                        4,154,837     1,873,841     1,022,179       732,221
                                                                   -----------   -----------   -----------   -----------

LOSS FROM OPERATIONS                                                (2,560,155)   (1,166,338)     (347,024)     (424,337)

OTHER INCOME (EXPENSE)
 Interest expense                                                      (29,514)     (437,180)      (12,196)     (197,968)
 Loss on disposition of note                                            (2,000)            -             -             -
 Unrealized loss on marketable securities  (202,569)                         -       (55,466)            -
                                                                   -----------   -----------   -----------   -----------
LOSS BEFORE INCOME TAXES                                            (2,794,238)   (1,603,518)     (414,686)     (622,305)
 Income Taxes                                                                -         1,600             -             -
                                                                   -----------   -----------   -----------   -----------

NET LOSS                                                           $(2,794,238)  $(1,605,118)  $  (414,686)  $  (622,305)
                                                                   ===========   ===========   ===========   ===========

BASIC AND DILUTED NET LOSS PER SHARE                               $     (0.05)  $     (0.09)  $      (.01)  $      (.30)
                                                                   ===========   ===========   ===========   ===========

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES OUTSTANDING                                      53,313,187    18,715,033    43,598,469    17,120,329
                                                                   ===========   ===========   ===========   ===========


</TABLE>

                                       4
<PAGE>

                               NetCommerce, Inc.

                     Consolidated Statements of Cash Flows



<TABLE>
<CAPTION>
                                                            Nine months ended
                                                              February 28,
                                                       -----------    -----------
                                                           2001           2000
<S>                                                    <C>            <C>
Cash Flows From Operating Activities:
   Net loss                                            $(2,794,238)   $(1,605,118)
   Adjustments to reconcile net loss to net cash
     (used) provided by operating activities:
    Depreciation and amortization                          375,889        459,423
    Issuance of common stock for debt settlement                 -        110,000
    Increase in accounts receivable                        220,603        (76,106
    (Decrease) in other current assets                     (38,476)      (106,870)
    Increase in accounts payable                           232,264         66,515
    Stock issued services & consulting fees                290,000              -
    Increase in other current liabilities                   88,381        164,015
    Unrealized loss on marketable securities               202,569              -
                                                       -----------    -----------

   Net cash (used) provided by operating activities     (1,423,008)      (988,141)
                                                       -----------    -----------

Cash Flows From Investing Activities:
   Purchases of equipment                                 (252,920)      (101,021)
   Increase in other assets                                 14,026        (29,768)
                                                       -----------    -----------

   Net cash used by investing activities                  (278,894)      (133,789)
                                                       -----------    -----------

Cash Flows From Financing Activities:
   Proceeds from notes payable                                   -        539,532
   Proceeds from notes payable to related parties          110,000              -
   Payments on notes payable to related parties            (17,625)             -
   Proceeds from issuance of common stock                1,310,737        733,380
                                                       -----------    -----------

   Net cash provided by financing activities             1,403,112      1,272,912
                                                       -----------    -----------

Net (decrease) increase in cash                           (298,790)       150,982

Cash, beginning of period                                  414,716              -
                                                       -----------    -----------

Cash, end of period                                    $   115,926    $   150,982
                                                       ===========    ===========


</TABLE>

                                       5
<PAGE>

                               NetCommerce, Inc.

                  Notes to Consolidated Financial Statements

Note 1 - Organization and History

NetCommerce, Inc. ("NetCommerce" or the "Company") is incorporated in the State
of Nevada.  The company develops, designs, and hosts internet web pages.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements at February 28, 2001, include
the accounts of NetCommerce and its majority-owned subsidiaries (collectively,
the "Company").  All significant intercompany accounts have been eliminated in
consolidation.

The accompanying consolidated financial statements reflect the historical
operations of Metroplex for all periods presented.  The accompanying
consolidated financial statements include the operations of the Company's
acquirees from the dates of acquisition.

Liquidity

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. Since inception, the Company
has generated cash flows from financing activities to fund losses from
operations. The Company expects to raise equity and/or debt financing through a
private placement of securities. The Company expects to use the financing to
fund losses from operations for the foreseeable future. Losses from operations
are expected to increase due to management's belief that expanded marketing and
sales efforts is required to significantly increase the Company's revenues.
There are no assurances that the Company will be successful in obtaining
additional funding on terms satisfactory to the Company. These factors raise
substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Unaudited Interim Financial Statements

The interim financial data as of February 28, 2001, and for the nine months
ended February 28, 2001 and 2000, is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly and Company's financial
position as of February 28, 2001, and the results of its operations and cash
flows for the three months ended February 28, 2001 and 2000.

Note 3 - Marketable Securities

At February 28, 2001 the Company held 28,572 shares of NetHoldings.com, Inc. for
which the market quote on the OTC:BB was $5 per share and has been reflected as
such on the accompanying balance sheet.  As of February 28, 2001, the value has
declined to $1.90 per share. The financial statements reflect the unrealized
loss of $ 202,571.

Note 4 - Sales Taxes

Effective October 1, 1999, the State of Texas requires that sales tax must be
paid on all revenues derived from services related to the development of web
sites.  During fiscal 1999, the Company has not remitted any amounts to the
State of Texas for sales taxes on their web development services.  The Company
has recorded an accrued sales tax liability of $199,242 as a result of the Sales
Tax Audit conducted by the Comptroller of Public Accounts in Texas.  The
liability has been partially reduced and will be retired in installments.  The
interpretation of the statute is still under scrutiny by a large segment of the
business community in Texasand the Company is seeking relief from payment of
part of these taxes and they are now remitting the current tax.

Note 5 - Notes payable

                                       6
<PAGE>

On June 2, 1999, the Company issued 8% notes totaling $250,000. At February 28,
2001, this note was in default and due on demand. Demand has been made and the
holder of the note has notified the Company does not have the financial
resources available to repay the note. To date, no legal action has been taken
against the Company

Note 6 - Note payable to related parties

The Company signed two notes payable to related parties payable in two years,
with 8% interest, totaling an aggregate of $100,000 for the purpose of securing
a letter of credit as a deposit for the landlord on the headquarters (see note 7
and note 9)

The Company has notes payable due to an officer totaling $132,602 at February
28, 2001 for advances to the Company through charges foe Company expenses on his
personal credit cards. The note bears interest at 17% per annum and is due on
demand.

On December 14, 1999, the Company issued 8% notes to a company totaling $
90,000, originally due and payable January 14, 2000. As an inducement to obtain
the financing, a NetCommerce shareholder pledged as collateral 250,000 shares of
common stock. On January 14, 2000, the Company defaulted on the loan and the
creditor retained the 250,000 shares of common stock as settlement. The Company
valued the pledged shares at $390,500 on the date of default and charged
interest expense. During the nine months ended February 28, 2000, the Company
issued 300,000 shares of restricted common stock to this shareholder in full
settlement of this debt.

On September 1, 1999, the Company issued an 8% note totaling $100,000, due and
payable January 1, 2000. As an inducement to obtain the financing, a NetCommerce
shareholder pledged as collateral 235,000 shares of common stock. On January 1,
2000, the Company defaulted on the loan and the creditor retained the 235,000
hares of common stock as settlement. The Company valued the pledged shares at
$440,625 on the date of default and charged interest expense in fiscal 2000. To
satisfy the outstanding balance of $100,000, the Company issued 275,000 shares
of restricted common stock to this shareholder in full settlement of this debt.

Note 7 - Stockholders Equity

On various dates during the nine months ended February 28, 2001, the Company
issued 27,640,250 shares of common stock for cash at prices ranging from $0.05
to $0.75 per share. In addition some of the shares were for compensation and
services at $.05 per share.

On August 31, 2000 the Company entered into a subscription agreement with two
related parties for 1,500,000 shares of common stock for total cash proceeds of
$200,000.

On April 4, 2000, the Company issued 100,000 shares of restricted common stock
to a relative of an officer of the Company. The shares were issued, as an
incentive for the officer's relative to enter into a lease on behalf of the
Company for Computers and related equipment. The shares were valued at $112,500
and will be amortized over 36 months life of the lease. The Company charged
$27,999 to rent expense in the first nine months of the fiscal year 2001, as a
result of this issuance.

Note 8 - Proposed Acquisitions

On September 5, 2000, the Company entered into a letter of intent giving the
Company a direct equity interest for developing positioning, and streamlining e-
commerce operations for a Columbian based coal mining operation. The Company has
terminated negotiations and the letter of intent.

In November, 2000, the Company entered into a letter of intent to merge the
Company with a Web development and training company. Both Companies are in the
process of doing due diligence.

Note 9 Current Events

The Company moved out of its headquarters into smaller facilities as a part of
its cost cutting measures. The Company has an undetermined liability to the
landlord of the property.

The President of MetroplexWeb a wholly owned subsidiary of NetCommerce resigned
in December, 2000 and started an new venture. The Company is selling some of its
Assets to his Company and believes that it will have all of those issues
resolved in the third fiscal quarter 2001.

                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Overview

NetCommerce is an Internet-related holding company, which invests in, develops
and operates Internet service companies from majority or wholly owned
subsidiaries. NetCommerce's Internet services, including web page design, web
hosting and ISP marketing activities are conducted through Metroplex.
NetCommerce's Internet-related telecommunications services are developmental-
stage and include the sale of prepaid calling cards and re-marketing of long
distance services.  All of the company's telecommunication services will be
conducted through InterCom.  As of February 28, 2001, there have been no
operations in InterCom.  Both Metroplex and InterCom are wholly owned
subsidiaries of the Company.

On January 24, 2000 the Company acquired Netcom ISP. Netcom ISP provided
connectivity and bandwidth services to small and medium sized businesses. Prior
to the acquisition of Netcom, the Company outsourced the Company's bandwidth
needs. To date, Netcom ISP has provided limited revenue and the Company has
stopped operating as a part of the cost cutting measures.

During fiscal 2000, the Company had increased their web site design, development
and hosting services through acquisitions of CurrentMedia LLC and Tectonic Data,
LLC.  CurrentMedia is located in Park City, Utah, and develops, designs and
hosts Internet web pages.  The Company believes that the acquisition is the
first major step in expanding their operations throughout the United States.
Tectonic is a provider of products and services for video/audio media storages
and streaming.  The Company plans on having Tectonic provide products, such as
streaming video technology and full service encoding of media to the 3,000
existing clients of the Company.  These services will allow clients to include
commercials, sales presentations, movies and other media messages.

On June 2, 2000, Net Commerce created Netcapitalonline.com, Inc., a wholely
owned financial services marketing and branding company. In the course of its
current business of web hosting and design, NetCommerce has the ability to
develop and source important business transactions related to financial
planning, Internet/Web strategic planning, business development, and
accounting/payroll services. Leveraging its proven business model,
Netcapitalonline.com intends to create opportunities for ongoing acquisition and
strategic investments that increase net value and complement the Company's core
business. In most cases, NetCommerce will retain an equity position in these
companies, independently maintained by its subsidiary Netcapitalonline.com, Inc.

On June 28, 2000, NetCommerce developed Askourcity.com which functions as the
leading online city directory for local information and transactions for any
given industry. Operating in cities worldwide, Askourcity.com delivers local
entertainment, commerce, news, community resources and personal interaction to
residents and vistors.

Additionally, in October, 2000 the Company organized Easysearch.Com. Inc., a
wholely owned search engine prioritization company. They provide search engine
prioritization services to Metroplexweb's existing customers and has a sales
force that is selling the product to small and medium businesses.

The consolidated financial statements presented herein reflect the acquisition
of Metroplex on May 5, 1999.  As the acquisition resulted in a change of control
of the Company, generally accepted accounting principles required that the
transaction be accounted for as a recapitalization of Metroplex.  The
accompanying consolidated financial statements reflect the historical operations
of Metroplex for the nine months and three months ended February 28, 2001 and
February 29, 2000.  The accompanying consolidated financial statements include
the operations of the Company from May 5, 1999, the date of the reverse
acquisition.

Results of Operations

Nine Months Ended February 28, 2001 Compared to Nine Months Ended February 28,
-----------------------------------------------------------------------------
2000
----

Revenues for the Nine months ended February 28, 2001, were $1,594,682 versus
$707,503 during the same period in 2000 representing an increase of $887,179 or
225%.  Revenues increased as the Company continued to expand its operations.

                                       8
<PAGE>

Development expenses were $1,343,211 during the nine months ended February 28,
2001 compared to $917,188 during the same period in 2000.  The 146% increase was
primarily attributable to an increase in web development related compensation.

Sales and marketing expenses increased to $1,790,342 or 244% increase from
$733,770 during the first nine months of fiscal 2000.  The increase is related
to the Company's expansion of its direct telemarketing sales staff.

General and administrative expenses increased to $1,021,284 or 458% increase
from $222,883 during the first nine months of fiscal 2000.  The increase is
primarily due to the Company's expansion of its finance and accounting
functions, as well as incurring other expenses necessary to operate a public
company.

Three Months Ended February 28, 2001 Compared to Three Months Ended February 28,
-------------------------------------------------------------------------------
2000
----

Revenues for the three months ended February 28, 2001, were $675,155 versus
$307,884 during the same period in 2000 representing an increase of $367,271 or
219%.  Revenues increased as the Company continued to expand its operations

Development expenses were $319,739 during the three months ended February 28,
2001 compared to $358,542 during the same quarter in 2000.  The 11% decrease was
primarily attributable to the cost cutting plan put in place by the company and
the decrease of $170,053 from the second quarter 2001 better reflects the
effects of the cost cutting.

Sales and marketing expenses of $440,285 or a 154% increase from $286,298 during
the second quarter of fiscal 2000.  The increase is related to the Company's
expansion of its direct telemarketing sales staff. The sales and marketing
expenses for the quarter was $256,298 less then the second quarter of 2001 and
better reflects the effects of the cost cutting.

General and administrative expenses were $262,155 or 302% increase from $86,952
during the second quarter of fiscal 2000.  The increase is primarily due to the
Company's expansion of its finance and accounting functions, as well as
incurring other expenses necessary to operate a public company. The general and
administrative expenses were $78,280 less then the second quarter of 2001.

Liquidity and Capital Resources

As of February 28, 2001, the Company had a working capital deficiency of $
947,893 with a cash balance of $115,926.

The Company's plan is to seek for additional sources of capital and new
operating opportunities.  Management believes that $2 to $3 million is needed to
fund sales, marketing, and product development.  In the interim, the Company's
existence is dependent on continuing financial support from an affiliate.
Furthermore, the Company intends to utilize its common stock for future
financial support to finance its needs.  There are no assurances that the
Company will be successful in completing an offering sufficient to meet its
operating needs.  Such conditions raise substantial doubt about the Company's
ability to continue as a going concern unless substantial funds can be raised
through debt or equity capital.

The Company has no commitments for capital expenditures or additional equity or
debt financing and no assurances can be made that its working capital needs can
be met.  The Company incurred $5,004 of capital expenditures during the third
quarter of fiscal 2001.

The Company has generated cash from sales of its common stock and notes to fund
its capital expenditures and operating losses.  During the six months ended
February 28, 2001, the Company generated $1,310,737 and $110,000 from the
issuance of common stock and notes, respectively, versus proceeds from the
issuance of common stock and notes payable of $733,380 and $539,532 during the
same period in 2000.  The Company generated $5,144 in operations in the current
quarter versus using $695,857 in the prior year nine months.

The Company has incurred losses, which are available to offset future taxable
income.  Due to the uncertainties regarding the recovery of such asset through
future operations, management has recorded a valuation allowance to reduce all
its deferred tax assets to zero.  Accordingly, there is no benefit for income
taxes in the accompanying financial statements.

                                       9
<PAGE>

Part II   OTHER INFORMATION


Item 1.   Legal Proceedings

There have been no changes since the Company's last report in Item 3, "Legal
Proceedings" of Form 10-KSB for the fiscal year ended May 31, 2000.

Item 2.   Changes in Securities

     Not Applicable

Item 3.   Defaults upon Senior Securities

     Not Applicable

Item 4.   Submission of Matters to Vote of Securities Holders

     None

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits - None

     (b)  Form 8-K -







                                  SIGNATURES


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

              NetCommerce, Inc.



Date:  April 19, 2001                   By:  /s/ Mark Lindberg
                                        ------------------------
                                        Mark Lindberg
                                        President and
                                        Chief Executive Officer


                                        By:  /s/ Donald W Prosser
                                        -------------------------
                                        Donald w Prosser
                                        Secretary and
                                        Chief Financial Officer

                                       10