Exhibit 99.1


Overview

      Internet Commerce Corporation is in the e-commerce business-to-business
communication services market, providing electronic commerce ("EC")
infrastructure solutions. References in this annual report to the "Company,"
"ICC," "we" or "us" mean Internet Commerce Corporation, a Delaware corporation,
and its subsidiary on a consolidated basis, unless the context otherwise
requires.

      Our business operates in two segments. These two segments are:

      o     ICC.NET - ICC.NET includes the Company's global Internet-based value
            added network or VAN, which uses the Internet and our proprietary
            technology to deliver our customers' documents and data files to
            members of their trading communities, many of which may have
            incompatible systems, by translating the documents and data files
            into any format required by the receiver. We believe that our
            ICC.NET service has significant advantages over traditional VANs,
            email-based and other Internet-based software systems, because our
            service is provided at a low cost, generally with greater
            transmission speed in nearly real-time and offers more features.
            ICC.NET provides the following services:

            o     Traditional VAN services -- our ICC.NET service provides the
                  full suite of traditional VAN services, but uses the Internet
                  to provide cost savings and increased capabilities for our
                  customers;

            o     Electronic data interchange ("EDI") for web-based retailers --
                  our ICC.NET service provides an electronic document and data
                  file delivery link between web-based retailers and their
                  vendors that require documents and data files to be
                  transmitted using EDI format;

            o     AS2 capability -- ICC supports the EDI-INT standard for those
                  customers that are required to communicate via this protocol.;

            o     EDI-to-fax service -- our ICC.NET service can translate
                  electronic documents into fax format and send the documents by
                  fax to our customers' trading partners that are not equipped
                  to receive electronically transmitted documents;

            o     Data mapping -- our data mapping capabilities maximize the
                  value of our network by providing in-line data translation
                  facilities to our customers;

            o     Large-scale electronic document management and delivery -- our
                  ICC.NET service can transmit large-scale non-EDI electronic
                  documents and data files and provide real-time delivery,
                  archiving, security, authentication and audit services;

            o     Point-of-Sale service -- the exchange of Point-of-Sale data is
                  growing in the retail industry to improve supply chain
                  efficiency. Up to now, the cost of moving large amounts of
                  Point-of-Sale information electronically has been prohibitive.
                  ICC offers a Point-of-Sale service that allows retailers and
                  their suppliers to exchange data quickly and effectively
                  utilizing the ICC.NET service;

            o     ICC.CATALOG - our web-based electronic product catalog service
                  transforms static vendor product information into a pro-active
                  purchasing tool through the direct creation of EDI compliant
                  purchase orders that can be transmitted over the



                  ICC.NET service by synchronizing trading partner data in
                  real-time, including graphic images of all products and by
                  offering sophisticated navigation and advanced search
                  capabilities to streamline product comparison and order
                  information; and

            o     HIPAA.ICC.NET -- our HIPAA.ICC.NET is a highly secure
                  Internet-based low cost network that reliably moves all EDI
                  healthcare documents between providers and payers in real-time
                  over the ICC.NET service and provides users with a specialized
                  user interface.

            o     EC infrastructure solutions by providing mission critical
                  e-commerce consulting, software, outsourced services and
                  technical resource management;

            o     HIPAA (Health Insurance Portability and Accountability Act)
                  impact and data gap analysis for health care providers and
                  payers. We can design, build, test and rollout systems to
                  ensure compliance with Federally mandated standards for health
                  care data. Through strategic alliances with industry leading
                  partners, including Emanio, Inc., a leading provider of
                  translator software; HCEC a leading healthcare E-business
                  collaborative that markets ICC's services to its member
                  organizations; and ACOM, a leading provider of tactical
                  back-office technology solutions that integrates financial/ERP
                  systems to form comprehensive Electronic Purchasing-to-Payment
                  (EP2P) systems, we offer third-party translators, combined
                  with our ICC.NET data mapping capabilities; and

            o     A series of product-independent EDI seminars for e-commerce
                  users. The seminars are hosted by leading universities and
                  training facilities across the United States. We also develop
                  in-house EDI training programs and offer public seminars for
                  understanding and implementing HIPAA regulations.

      o     Service Bureau - Our Service Bureau manages and translates the data
            of small and mid-sized companies that exchange EDI data with large
            companies and provides the following services and software products:

            o     Receives electronic purchase orders from large retailers and
                  converts the purchase orders into hard copies or other
                  alternative formats and delivers those documents to their
                  suppliers that are our customers;

            o     Converts paper or other alternatively formatted invoices from
                  our customers into EDI format that is transmitted to their
                  trading partners; and

            o     Software - ICC markets a broad range of Windows-based software
                  products used by suppliers to reach large retailers including
                  ScanPak Professional, which provides UPC (Universal Product
                  Code) services for ASN (Advanced Ship Notice) Casing & UCC
                  (Uniform Code Council) 128 labels.


Development of Our Business

      Through July 2000, our business was primarily focused on our VAN service.
Our ICC.NET service is currently in use by our customers for the secure exchange
of business-to-business electronic forms and data files.

      In addition to the continued development and enhancement of our ICC.NET
service, we made two acquisitions during fiscal 2001. These acquisitions have
enabled us to offer a more complete range of services to allow our customers to
expand their EC trading communities and bridge their legacy systems to the
Internet.



      In August 2000, we acquired Intercoastal Data Corporation, referred to as
IDC, through which we acquired our service bureau segment. IDC is engaged in the
development, marketing, sale and other exploitation of business-to-business EDI
standard-based applications for standard-based EDI exchange over VANs, private
networks, exchanges, extranets and the Internet. In November 2000, we completed
the acquisition of Research Triangle Commerce, Inc., referred to as RTCI,
through which we acquired certain components of our ICC.NET segment. RTCI is an
EC infrastructure solutions company serving the business-to-business e-commerce
market. RTCI assists its clients to conduct business electronically through a
continuum of services, including eConsulting, data transformation mapping (EDI,
EAI, XML) and internetworking. RTCI developed a business model that offers
remote service delivery, fixed and value-based pricing and reusable solutions.
Data transformation mapping has subsequently been integrated into the ICC.NET
service offerings.

Services and Products

      ICC.NET includes our global Internet-based value added network, or VAN,
which provides complete supply chain connectivity solutions for electronic data
interchange, or EDI, and e-commerce and offers users a sophisticated vehicle to
send and receive files of any format and size securely. We also offer a broad
range of consulting services and associated mapping and XML technology, custom
application development, comprehensive e-commerce education and an EDI service
bureau. The following summarizes the principal services and products offered by
our two operating segments, namely ICC.NET and service bureau.

      ICC.NET

      ICC.NET services provide a solution to the communication difficulties
caused by the differences in data formats, networks and communications methods
used by the members of trading communities by bridging the gap in technological
capabilities and enabling seamless electronic business communication. ICC.NET
services can translate incompatible files into a format any user is capable of
receiving and uses the Internet to transmit the data file by EDI, fax or other
formats. Users of ICC.NET services can thus improve their productivity and
reduce their costs by enabling electronic business-to-business transactions
between parties with different systems.

      ICC.NET services improve the basic infrastructure of business-to-business
electronic communications by providing intelligent messaging and routing using
the Internet, which, improves the security, reliability, ease of use and
acceptability of using the Internet for business-to-business electronic
commerce. ICC.NET performs these functions without requiring that the user
purchase software and at prices that are highly competitive.

      We designed our ICC.NET services to avoid what we believe are
inefficiencies in traditional VAN services, software products and phone and
manual fax processes, including higher costs, slower transmission and greater
difficulty in operation than our ICC.NET services. ICC.NET incorporates
proprietary technology and is immediately accessible using a standard Internet
connection and a web browser.

      ICC.NET services facilitate the development and operations of
comprehensive business-to-business electronic commerce solutions. We specialize
in electronic commerce, or EC, solutions involving EDI and EAI (Enterprise
Application Integration) by providing mission critical EC consulting, EC
software, outsourced EC services, technical resource management and HIPAA gap
analysis

      ICC.NET services use the Internet to deliver more features than
traditional VANs, including the following:

      o     Documents are delivered up to 100 times faster, depending upon the
            speed of the customer's Internet connection;

      o     Our customers can more effectively track, monitor and process
            business documents and other data files using our real-time document
            management java-applet screen displays;

      o     Our ICC.NET services allow us to consistently provide confirmed
            delivery of documents and other data files;



      o     Documents can be delivered either in real-time or retrieved when
            convenient for the customer. Real-time delivery reduces the
            potential for document corruption, bottlenecks and other problems
            associated with batch delivery modes, which are traditionally
            store-and-forward and in some cases can take several hours to be
            delivered;

      o     ICC.NET services can handle data transmissions other than standard
            business documents, such as images, engineering drawings,
            architectural blueprints, audio and certain types of video; and

      o     Our customers enjoy flexibility in creating different document types
            and formats for various business applications. For example, our
            customers can add their business logo to their documents and can use
            their own format for each document type.

      In addition, we believe our ICC.NET services offer advantages over e-mail
and other Internet-based electronic commerce systems, such as a full range of
VAN services, translation of a wide variety of data into customer-specified
formats, management of business documents or data files of virtually any size
and of a wide variety, including purchase orders, invoices, statements,
inventory tracking and shipping documents, images, engineering drawings,
architectural blueprints, audio and certain types of video. Our ICC.NET services
also provides a complete audit trail of content delivery and customer selection
from a variety of security methods.

      ICC.NET is one of the only Internet-based data transmission services that
communicates to over sixty-five traditional VANs, private networks and exchanges
that currently provide EDI services for approximately 90% of companies that are
capable of using EDI. As a result, we can handle EDI traffic between our
customers and any of their trading partners that choose to continue to use a
traditional VAN and a customer that uses a traditional VAN and its trading
partners that do not. The ability to reach these networks provides our customers
with the possibility of maximum penetration into their trading partner
community.

      EDI Mapping Factory(R). We are a provider of EDI mapping services to
enable translation between different data formats.. Our EDI Mapping Factory(R)
provides off-site mapping using a variety of translators on multiple platforms.
Our experience includes mapping for ANSI ASC X12 and UN/EDIFACT Transaction
Sets, XML and other standards, including support for SAP IDOCs. We provide
expert data mapping services for HIPAA compliance initiatives. We can also
provide data transformation services for database conversions, client specified
files and other tasks involving the care and movement of data. Our systems and
technicians can handle many operating system environments, including Windows NT,
UNIX, AS/400 and mid-range systems.

      XML Services. The industry standardization of XML continues to evolve
slowly, with no clear winners for a single business-to-business, or B2B,
standard. New proposed standards emerge periodically, and consolidation we
believe may be some time away. Our experience with XML, in many forms, allows us
to provide the flexibility and interoperability our customers require in this
changing environment. We provide a complete spectrum of services, from design
through inline translation between XML, EDI, and flat file formats, and full
end-to-end B2B solutions. We have participated in the development of several
standards for the use of XML in B2B and EDI environments, and remain in the
forefront of this technology.

      EDI for web-based retailers. We provide an electronic document and data
file delivery link between web-based retailers and their vendors. We believe
that many larger vendors require that product orders and other documents be
transmitted using EDI. Web retailers can use our ICC.NET service to meet these
requirements and thus reduce their costs and improve their ability to locate,
order, track and deliver products. Our ICC.NET service can process purchase
orders, invoices, order status reports and other files transmitted between
web-based shopping portals of electronic retailers and their vendors,
distributors and manufacturers and can also manage critical logistics delivery
files.

      EDI for the health care industry. We offer services for the implementation
of EDI healthcare transactions mandated by the administrative simplification
regulations of the Health Insurance Portability and Accountability Act (HIPAA).
Standards developed by ANSI (American National Standards Institute) apply to
health plans, clearinghouses and healthcare providers that transmit information
electronically. By combining our expertise in traditional EDI and HIPAA
requirements with our client's knowledge of its operations and systems, we offer
solutions that enable our clients to comply with the HIPAA regulations. We have
also formed partnerships aimed at



HIPAA compliance that couple third-party translators with our data mapping
capabilities. Our ICC.NET service can facilitate the exchange of healthcare
eligibility and enrollment forms, care review, patient information and claim
status and payments.

      Large-scale electronic document management and delivery. Our ICC.NET
service can electronically transmit large-scale EDI and non-EDI electronic
documents and other large files, which may include catalogs, Point-of-Sale data,
engineering drawings, graphics and some types of video. ICC.NET allows customers
to manage and distribute large files in real-time and provides archiving,
security, authentication and audit services. ICC.NET will support both a
publish/subscribe configuration, in which a customer can publish any number of
files for subscribers authorized by the customer to view and/or download, and a
point-to-point-delivery configuration that operates like our ICC.NET VAN
service. ICC's Point-of-Sale service allows retailers and their suppliers to
exchange information quickly and effectively.

      ICC.CATALOG. ICC provides a web-based electronic product catalog
("ICC.CATALOG") service for use in the retailer-vendor business community. The
ICC.CATALOG enables vendors that supply goods to retailers to create, store and
maintain a web-based online database of their product information. Users can
electronically access and selectively download the product information and
generate EDI compliant purchase orders. Both the retailer and the vendor can
access the service worldwide using the Internet and can perform real-time
updates. ICC.CATALOG complies with industry standards and is designed to reduce
the costs of both retailers and vendors through ease of use, advanced features,
functions and low cost pricing. The ICC.CATALOG integrates seamlessly with our
ICC.NET service.

      HIPAA.ICC.NET. ICC offers leading-edge services for EDI healthcare
transactions mandated by HIPAA. By combining our expertise in EDI and HIPAA
requirements, we offer clients best of breed, one-stop solutions. HIPAA.ICC.NET
is based on the low-cost, proven ICC.NET transaction exchange system. and
provides users with a specialized browser interface. ICC.NET reliably moves
healthcare claims, eligibility and enrollment forms, and all the other HIPAA
transactions, including NCPDP.

      EDI-to-fax service. Traditional EDI users convert electronic documents
into a faxable format and fax the documents manually to their trading partners
that are unable to receive electronically transmitted documents in EDI format.
Our ICC.NET IP-based worldwide fax service allows our customers to send a
document electronically, which we then electronically convert to faxable format
and fax to any of our customer's trading partners that are unable to receive
electronically transmitted documents in EDI format.

      AS2 Connectivity. We continue to invest in leading edge technology to meet
the changing requirements of our customers. An example of this is AS2, which is
one of the newest standards associated with moving information across the
Internet. We have incorporated AS2 technology into our service offerings so that
our customers can utilize the technology without a significant up-front
investment in software. By using ICC's AS2 solution, our customers avoid the
support costs associated with purchasing an AS2 software product.

      Custom Solutions. Our custom solutions group provides programming
solutions designed to fit our customers' specific needs. We can build web-based
applications for both customer end-users and servers. We provide a comprehensive
and integrated design or redesign of our customers' entire internal EC/EDI
environment.

      Consulting Services. Our consulting services group brings industry
specific experience and high-level expertise to our customers. We have the EC
consulting experience to support our customers' information technology
functions. We have also initiated a special focus on the healthcare industry
involving the analysis, design and construction of solutions that address HIPAA
compliance.

      Education. We offer EC and EDI education and training resources through a
series of product-independent seminars hosted by leading universities around the
United States. These seminars address the basic components of EDI, software,
networks, standards, trading partner issues, business management issues and
specific industry-related issues. Custom courses can be arranged for our
customers at their locations. We also offer public and private seminars that
focus on healthcare EDI and HIPAA requirements. Building on our core education
program, these seminars emphasize the use of EDI within the healthcare industry
by addressing standards and using exercises to upgrade knowledge of claim
processing and remittance transactions.



      The Service Bureau

      ICC's Service Bureau allows vendors to comply with its customers'
electronic commerce needs. ICC's fees are generally more cost effective than
establishing an in-house EDI department.

      ICC's Service Bureau is focused on the retail industry and is capable of
exchanging business transactions with most major retailers. Customers can view
account activity on-line through the use of the Internet.

      The primary features of the Service Bureau include:

            o     Purchase Order, Invoice and Product Activity Data Processing;

            o     UPC Maintenance;

            o     UPC and UCC 128 Label Service and Ship Notices; and

            o     Automated packing process using ScanPak Professional.

      Our Service Bureau also offers an assortment of software products. Our
principal software products are:

      o     ScanPak Professional is a Windows-based warehouse management tool
            providing an automated Advanced Ship Notice and UCC/EAN-128 label
            solution. ScanPak Professional allows our customers to scan
            merchandise and automatically generate bar code labels for each case
            as it is packed. Keyboard use at packing stations can be eliminated.
            This software electronically matches the contents of each case
            against purchase orders. From the casing information created by
            ScanPak Professional, our customers can generate and transmit
            accurate EDI ship notices to retailers or third party EDI software
            products. ScanPak Professional interfaces with ICC.NET and other
            third party EDI software products.

      o     EZ-EDI(TM) translator package receives electronic purchase orders
            via the major networks, prints purchase orders, holds the orders in
            an open orders file for possible changes and sends electronic
            invoices back to the retailer. It allows our customers to manage
            their orders with ease - changing quantities and prices as needed,
            adding manual orders, backordering and deleting orders that cannot
            be filled.

      o     UPC Manager(TM)allows our customers to create an 832 EDI document
            (sales catalog) and provides an automatic link to network UPC
            catalogs. UPC Manager(TM)allows our customers to add, change and
            delete information in their in-house UPC catalogs, the local
            repository of their UPC product information. UPC Manager(TM)
            automatically generates proper UPC numbers for products that do not
            have UPC numbers assigned and accepts current UPC numbers for
            products with them. Tracking active, inactive UPC numbers for the
            appropriate time intervals, UPC Manager(TM)also provides extensive
            error checking on in-house catalog data to ensure that information
            sent to the networks is valid.