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 November 30, 1999               Commission File No. 33-23430-D

                                NETCOMMERCE, INC.
                      (Formerly Virtual Enterprises, 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)



   4695 MacArthur Court, Suite 530, Newport Beach, California          92660
(Address of principal executive offices)                              (Zip Code)

                                 (949) 475-6755
              (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 November 30, 1999,  there were 16,240,272  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.

                                                        [NETCOM\10Q:113099a.wpd]
<PAGE>


                                NETCOMMERCE, INC.
                                      INDEX



                                                                            Page
                                     PART I

Item 1.   Financial Statements

          Consolidated Balance Sheet - November 30, 1999.......................1

          Consolidated Statements of Operations - Six Months and Three
                                                            Months Ended
             November 30, 1999 and 1998........................................2

          Consolidated Statements of Stockholders' Equity
             Six Months Ended  November 30, 1999 ..............................3

          Consolidated Statements of Cash Flows - Six Months Ended
             November 30, 1999 and 1998........................................4

          Notes to Financial Statements........................................5


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






                                        I

                                                        [NETCOM\10Q:113099a.wpd]
<PAGE>

                                NetCommerce, Inc.
                      (Formerly, Virtual Enterprises, Inc.)
                           Consolidated Balance Sheet
                                November 30, 1999


<TABLE>
<CAPTION>


ASSETS
<S>                                                                   <C>

Cash                                                                   $                -
Accounts Receivable                                                                49,629

Total current assets                                                               49,629

Property and equipment, net of accumulated
  depreciation of $165,228                                                        229,411
Goodwill, net of accumulated amortization
  of $171,779                                                                     710,363
Client lists, net of accumulated amortization
  of $67,887                                                                      185,115
Prepaid Expenses                                                                  275,800
Deposits                                                                            9,692

   Total assets                                                        $        1,460,010

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                                  470,616
Accrued compensation to officers                                                   42,000
Accrued consulting fees                                                           186,000
Other accrued liabilities                                                         144,158
Deferred revenue                                                                  113,077
Notes Payable                                                                     350,000

   Total current liabilities                                                    1,305,851

Notes payable to officers                                                         287,133

   Total liabilities                                                            1,592,984


Stockholders' equity:
  Common stock, par value $0.01; 50,000,000 shares
   authorized, 16,240,272 shares issued and outstanding
  Additional paid in capital                                                      162,403
  Accumulated deficit                                                           2,793,316
                                                                               (3,088,693)

   Total stockholders' equity                                                    (132,974)

   Total liabilities and stockholders' equity                          $        1,460,010
</TABLE>

          See accompanying notes to consolidated financial statements.

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                                        1
<PAGE>

                                NetCommerce, Inc.
                      (Formerly, Virtual Enterprises, Inc.)
                      Consolidated Statements of Operations
      For The Six Months and Three Months Ended November 30, 1999 and 1998

<TABLE>


                                                Three Months Ended         Six Months Ended
                                                    November 30,            Novemeber 30,

                                                1999         1998          1999       1998
<S>                                         <C>          <C>           <C>        <C>

Net revenues                                 $ 193,460    $   76,560    $ 399,619  $  114,840

Expenses:
   Salaries and wages                           86,596        39,834      135,800      72,426
   Consulting fees and commissions             357,937       152,211      447,078     276,747
   Common stock issued to employees for
     services rendered                               -        51,877            -      94,322
   Other operating expenses                     72,910       160,993      558,833     292,715
         Total expenses                        517,443       404,915    1,141,711     736,210

Operating loss                                (323,983)     (328,355)    (742,092)   (621,370)

Interest expense                               127,949        26,177      239,212      47,594

                                                     -          (190)           -        (345)
Loss before income taxes                      (451,932)     (354,342)    (981,213)   (668,619)

Income taxes                                         -             -        1,600          -

Net loss                                     $(451,932)   $ (354,342)   $(982,813)  $(668,619)
Basic and diluted earnings per share         $    (.03)   $     (.02) $      (.06)  $    (.04)
</TABLE>




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                                        2
<PAGE>

                                NetCommerce, Inc.
                      (Formerly, Virtual Enterprises, Inc.)
                 Consolidated Statements of Stockholders' Equity
                   For The Six Months Ended November 30, 1999



<TABLE>
<CAPTION>


                                         Common Stock        Additional
                                                               Paid-In      Accumulated
                                      Shares      Amount       Capital        Deficit        Total
<S>                                <C>         <C>          <C>            <C>           <C>
Balances, May 31, 1999             15,919,372   $159,194     $2,486,345    $(2,105,880)   $ 539,659
Shares issued in connection with
loan funding                          200,000      2,000        198,000              -      200,000
Net loss for peiod                          -          -              -       (530,881)    (530,881)
Balances for August 31, 1999       16,119,372    161,194      2,684,345     (2,636,761)     208,778
Shares issued in connection with
loan funding                          100,000      1,000         99,000              -      100,000
Shares issued in settlement of
debt                                   20,900        209          9,971              -       10,000
Net loss for period                         -          -              -       (451,932)    (451,932)
Balances for November 30,
1999                               16,240,272   $162,403     $2,793,316     (3,088,693)   $(132,974)

</TABLE>





















          See accompanying notes to consolidated financial statements.

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                                        3

<PAGE>

                                NetCommerce, Inc.
                      (Formerly, Virtual Enterprises, Inc.)
                      Consolidated Statement of Cash Flows
               For The Six Months Ended November 30, 1999 and 1998



<TABLE>
<CAPTION>


                                                                             1999               1998

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>                <C>

Net loss                                                               $  (982,813)       $   (668,619)
   Adjustments to reconcile net loss to net cash used in operating
      activities:
      Depreciation                                                          58,654              31,200
      Amortization                                                         102,764                   -
      Issuance of common stock for services rendered by employees                -             174,937

 Change in operating assets and liabilities:
      Issuance of common stock for interest, net of amortization of
      $100,000                                                             175,000              40,000
     Increase in accounts payable                                          340,362              48,000
      Increase in accrued compensation to officers                          14,000              14,000
      Increase in accrued consulting fees                                   28,000              90,000
      Other                                                                (28,251)            100,482

Net cash used in operating activities                                     (292,284)           (170,000)

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures                                                       (57,716)            (30,000)

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of notes payable                                                  350,000                   -
Issuance of notes payable to officers                                            -             200,000

Net cash provided by financing activities                                  350,000             200,000

Net increase (decrease) in cash                                                  -                   -

Cash at Beginning of Period                                                      -                   -

Cash at End of Period                                                     $      -         $         -

</TABLE>











          See accompanying notes to consolidated financial statements.

                                                        [NETCOM\10Q:113099a.wpd]
                                        4

<PAGE>

                                NetCommerce, Inc.
                      (Formerly, Virtual Enterprises, Inc.)
             Notes to Consolidated Financial Statements (Continued)

                                NetCommerce, Inc.
                      (Formerly, Virtual Enterprises, Inc.)
                   Notes to Consolidated Financial Statements



Note 1 - Organization and History

     On August 31, 1999, the Company received notice of filing and acceptance by
the  Nevada  Secretary  of  State  of  its  restated  and  amended  Articles  of
Incorporation.  In the process, the name of the Company was changed from Virtual
Enterprises,  Inc.("VTUE") to NetCommerce,  Inc.  ("NEET") to better reflect its
new corporate  direction.  On May 5, 1999,  NEET acquired the assets and assumed
certain liabilities of MetroplexWeb, Inc. ("Metroplex") for 10,000,000 shares of
common stock, valued at $3,000,000. Metroplex, a Texas corporation was formed on
September 12, 1996.  Metroplex is engaged primarily in the development,  design,
hosting and support of Internet web pages and e-commerce applications. Metroplex
also creates, designs and administers Internet malls and city directories, where
users can search for products and services in their  geographical  area known as
"virtual cities."  Metroplex's  operations are primarily located in Dallas/Forth
Worth, Texas and are expanding into other  metropolitan  cities. The acquisition
of  Metroplex  is  accounted  for  as a  reverse  merger  as  if  Metroplex  was
recapitalized  by  NEET.  On June  30,  1998,  Metroplex  entered  into an asset
purchase  agreement  with  InteleSell,   Inc.   ("InteleSell").   In  connection
therewith,  Metroplex  issued common stock and notes  aggregating  $1,335,142 to
acquire  these  assets.  The  acquisition  was  accounted  for  as  a  purchase.
InteleSell  develops,  designs  and hosts  Internet  web  pages.  See Note 3 for
further discussion of this acquisition.

Recent Developments

     Consistent  with its  operating  strategy,  on July 23,  1999,  the Company
entered into a Memorandum of Understanding with Anyuser.Net  ("Anyuser"),  South
Korean corporation,  of Seoul,  Korea,  whereby the Company intends to invest $3
million  into  Anyuser  to  acquire  approximately  47% of the total  issued and
outstanding common stock of Anyuser.  Anyuser has developed proprietary Internet
and  data/video/voice  switching software for one touch video communicating over
the  Internet.  Under the  agreement,  Anyuser will provide  hardware and market
video  Internet  services  in the  Asian  market  and the  Company  will  obtain
exclusive  licensing for  Anyuser's  products  including the exclusive  right to
market the Web Video Phone and related  services in the North and South American
marketplace. Anyuser will license and market the Company's products in the Asian
market,  including  the  Metroplex  city  guides,  web  design,  web hosting and
e-commerce  products.  Royalty payments will be made by the parties for licensed
products. Negotiations with Anyuser are continuing.

     On August 2, 1999 the Company formed InterCom,  Inc., a Nevada  corporation
("InterCom")  as a wholly  owned  subsidiary  to  conduct  all of the  Company's
planned  ventures in the  telecommunications  arena. To date, no operations have
commenced in InterCom, Inc.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

     The accompanying  consolidated  financial  statements at November 30, 1999,
include the  accounts  of NEET,  Metroplex  and  InteleSell  (collectively,  the
"Company"). All 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 InteleSell  beginning  July 1,
1998.

                            [NETCOM\10Q:113099a.wpd]
                                        5

<PAGE>

                                NetCommerce, Inc.
                      (Formerly, Virtual Enterprises, Inc.)
             Notes to Consolidated Financial Statements (Continued)


Note 2 - Summary of Significant Accounting Policies (Cont'd)

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,  through  NEET,  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 NEET 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.

Property and Equipment

     Property and equipment are depreciated  over their  estimated  useful lives
using the straight-line  method ranging from three to five years.  Additions and
betterments are  capitalized.  The cost of maintenance and repairs is charged to
expense as incurred.  When depreciable property is retired or otherwise disposed
of, the related cost and accumulated  depreciation  and amortization are removed
from  the  accounts  and  any  gain or loss  is  reflected  in the  consolidated
statements of operations.

Intangible Assets

     Customer lists represent the value of customers acquired from InteleSell on
June 30, 1998. The Company  assigned the value based on comparable  acquisitions
of customer  lists in the  Company's  industry.  Management  assigned a value of
$1,000 per customer  acquired,  or $253,000.  The Company  amortizes these costs
over its expected benefit period from the customer. In management's opinion, the
expected  benefit  period of its customers  acquired is  approximately  five (5)
years, and  accordingly,  customer lists are amortized over five (5) years using
the straight line basis. In the event circumstances affecting customer retention
change, management will adjust the period to be benefitted prospectively.

     Goodwill represents the excess of purchase price over the fair value of the
net assets of acquired  businesses.  Goodwill is stated at cost and is amortized
on a  straight-line  basis  over  seven (7)  years.  The  Company  assesses  the
recoverability  of this intangible asset quarterly,  by determining  whether the
amortization  of the goodwill  balance over its remaining  life can be recovered
through projected undiscounted cash flows. The amount of goodwill impairment, if
any, is measured  based on projected  undiscounted  cash flows and is charged to
operations  in  the  period  in  which  goodwill  impairment  is  determined  by
management. To date, management has not identified any impairment of goodwill.

Revenue Recognition / Deferred Revenue

     Revenue is  recognized  when  earned.  The  Company's  revenue  recognition
policies  are  in  compliance  with  American   Institute  of  Certified  Public
Accountants,   Statements   of  Position  97-2  and  98-4,   "Software   Revenue
Recognition." Revenue from web site development is recorded when the web site is
completed and operational.  Web site hosting revenue is recognized  ratably over
the contract period. Provisions for losses are recorded for bad debts for credit
customers.


                                                        [NETCOM\10Q:113099a.wpd]
                                        6

<PAGE>

                                NetCommerce, Inc.
                      (Formerly, Virtual Enterprises, Inc.)
             Notes to Consolidated Financial Statements (Continued)

Note 2 - Summary of Significant Accounting Policies (Cont'd)

Research and Development

     Research  and  development  costs are  expensed as  incurred.  Statement of
Financial  Accounting  Standards  ("SFAS")  86,  "Accounting  for the  Costs  of
Computer  Software  to  Be  Sold,  Leased,  or  Otherwise  Marketed,"  does  not
materially affect the Company.

Advertising Costs

The Company expenses the costs of advertising as incurred.

Provision for Income Taxes

     The Company  accounts  for its income  taxes  under an asset and  liability
method  whereby  deferred tax assets and  liabilities  are  determined  based on
temporary  differences between bases used for financial reporting and income tax
reporting purposes.  Income taxes are provided based on the enacted tax rates in
effect at the time  such  temporary  differences  are  expected  to  reverse.  A
valuation  allowance is provided  for certain  deferred tax assets if it is more
likely than not that the Company  will not  realize  tax assets  through  future
operations.

Estimates

     The  preparation of  consolidated  financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Unaudited Interim Financial Statements

     The interim  financial  data as of  November  30,  1999,  and for the three
months and six months ended  November 30, 1999 and 1998, 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 November 30,  1999,  and the results of its
operations and cash flows for the Six months ended November 30, 1999 and 1998.
















                                                        [NETCOM\10Q:113099a.wpd]
                                        7
<PAGE>


PART I

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  prepaid  calling cards,  re-marketing  of long
distance  services  and its  recent  venture to  license  and  acquire an equity
interest for AnyUser,  market for the new Web Video Phone  software.  All of the
company's  telecommunication  services will be conducted through InterCom,  Inc.
Both Metroplex and InterCom are wholly-owned subsidiaries.

     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  two  years  in the  period  ended  May  31,  1999.  The
accompanying  consolidated  financial  statements  include the operations of the
Company from May 5, 1999, the date of the reverse acquisition. On June 30, 1998,
Metroplex  entered  into  an  asset  purchase  agreement  with  InteleSell.  The
acquisition was accounted for as a purchase.  InteleSell  develops,  designs and
hosts Internet web pages. The  accompanying  consolidated  financial  statements
include the operations of Intelesell from July 1, 1998.  Therefore,  the results
of operations presented are substantially those of Metroplex for the years ended
May 31, 1999 and 1998.

     Consistent  with its  operating  strategy,  on July 23,  1999,  the Company
entered into a Memorandum of  Understanding  with  Anyuser,  whereby the Company
intends to invest $3 million  into Anyuser to acquire  approximately  47% of the
total  issued and  outstanding  common stock of Anyuser.  Anyuser has  developed
proprietary Internet and data/video/voice switching software for one touch video
communicating  over the  Internet.  Under the  agreement,  Anyuser  will provide
hardware and market video Internet  services in the Asian market and the Company
will obtain exclusive  licensing for Anyuser's  products including the exclusive
right to market the Web Video Phone and related  services in the North and South
American marketplace.  Anyuser will license and market the Company's products in
the Asian market,  including the Metroplex city guides,  web design, web hosting
and  e-commerce  products.  Royalty  payments  will be made by the  parties  for
licensed products. Negotiations with Anyuser are continuing.

     The Company is currently  planning  expansion  into the  telecommunications
arena. Accordingly, on August 2, 1999, InterCom was formed with the intention of
conducting the Company's telecommunications business as well as the licensing of
the Web Video Phone software acquired from Anyuser.

Results of Operations

Six Months Ended November 30,1999 Compared to Six Months Ended November 30, 1998


     Revenues for the Six months ended November 30, 1999,  were $399,619  versus
$114,840 in 1998, a 348% increase over the prior year. Revenues increased as the
Company  continued  to expand  its  operations,  as well as the 1999 six  months
included the operations of Intellesell  for the full six months versus only five
months in 1998.  The Company's  revenues from web  development  and hosting were
$328,000  and  $72,000,  respectively  for the current six months  versus  total
revenues of $115,000 for the 1998 six months. The Company recognizes hosting fee
revenues over the term of the contract,  usually one year.  This increase can be
attributed to the Company's emphasis on expanding its operations.

     Expenses  were  $1,142,000  in the first six  months  of 1999  compared  to
$736,000 in the first six months of 1998,  a 155%  increase.  The  increase  was
primarily  attributable to an increase in marketing and sales efforts  resulting
from
                                                        [NETCOM\10Q:113099a.wpd]
                                        8
<PAGE>

a full year of city mall  operation,  as well as expansion into  additional
cities. Increased sales efforts required additional production and support staff
for web page design and support.

Three Months Ended November 30, 1999 Compared to Three Months Ended November 30,
1998

Revenues for the three months ended  November  30, 1999,  were  $193,460  versus
$76,560 in 1998, a 253% increase over the prior year. Revenues increased as the
Company  continued to expand its  operations.  The  Company's  revenues from web
development and hosting were $152,000 and $42,000,  respectively for the current
quarter  versus  total  revenues  of $76,560 for the 1998  quarter.  The Company
recognizes hosting fee revenues over the term of the contract, usually one year.
This  increase can be  attributed  to the  Company's  emphasis on expanding  its
operations.

Expenses were $517,000 in the second quarter of 1999 compared to $405,000 in the
second quarter of 1998, a 128% increase. The increase was primarily attributable
to an increase in marketing and sales efforts resulting from a full year of city
mall  operation,  as well as expansion into additional  cities.  Increased sales
efforts required additional production and support staff for web page design and
support.

Liquidity and Capital Resources.

     As of November 30, 1999,  the Company had a working  capital  deficiency of
$1,256,000,  an  increase  of $869,000  from the May 31,  1999  deficiency.  The
increase was attributable to the continued accrual of professional,  consulting,
and advisory  services  incurred but not paid and the  incurrence  of short term
debt during the quarter ended November 30, 1999.

     The  Company  had a -0- cash  balance at  November  30,  1999.  The limited
available  cash  balances  are a direct  result of the Company  having  negative
capital  resources and losses from operations during the year ended May 31, 1999
and the current six months.

     On June 6, 1999, the Company issued 8% notes payable totaling $250,000, due
and payable June 6, 2000. As an inducement to obtain the financing,  the Company
issued  200,000  shares of its common stock.  Management  estimates the value of
such shares at $200,000  which will be amortized to interest costs over the next
12 months.

     On  September  1,  1999,  the  Company  issued  8% notes  payable  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 its
common stock.  Management  estimates the value of such shares at $100,000  which
will be amortized to interest costs.

     On September 1, 1999, the Company issued 8% notes payable totaling $10,000,
due and payable November 1, 1999. On October 27, 1999, the Company issued 20,900
shares of its common stock as repayment of the notes payable.

     The  Company's  plan is to seek for  additional  sources of capital and new
operating opportunities.  Management believes that $1 to $3 million is needed to
fund sale,  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. As such, the Company's independent  accountants have modified
their  report  to  include  an   explanatory   paragraph  with  respect  to  the
uncertainty.

     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.

Impact of Year 2000

     Based on a recent and ongoing  assessment,  the Company has determined that
all of its  operating  software  and  systems  are year 2000  compliant.  It has
further  determined  that it will not be  required  to modify  the  software  or
replace  portions  of the  software  that has  been  sold to  customers  so that
customers'  computer systems will function properly with respect to dates in the
year 2000 and  thereafter.  The costs of becoming year 2000  compliant  have not
been  material to the Company.  The Company has not assessed the impact on it in
the event  suppliers or customers  are  adversely  impacted by the year 2000. No
year 2000 problems have been experienced to date.

                                                        [NETCOM\10Q:113099a.wpd]
                                        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, 1999.

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

        None

Item 6.   Exhibits and Reports on Form 8-K

        (a)      Exhibits - None

        (b)      Form 8-K - None




                                                        [NETCOM\10Q:113099a.wpd]
                                       10
<PAGE>

                                   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:   January 19, 2000          By:   /s/ Fred G. Luke
                                     Fred G. Luke,
                                     Chairman of the Board and President



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