FORM 8-K


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


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

       Date of Report (Date of earliest event reported): August 31, 1999

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

                                     Nevada
                    (State of incorporation or organization)


                                   33-23430-D
                            (Commission File Number)

                                   84-1091271
                      (I.R.S. Employee Identification No.)

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

                                      92660
                                   (Zip Code)

       Registrant's telephone number, including area code: (949) 833-5381

                            Virtual Enterprises, Inc.
          (Former name or former address, if changed since last report)

                                                            [NETCOM\8K:WASVEI]-2

                                                         1

<PAGE>

Item 1.  Changes in Control of Registrant

                  In conjunction with the restating and amending the Articles of
Incorporation  discussed in Item 5. below, the Company  increased its authorized
capital stock from Fifty Million  (50,000,000)  shares of $0.01 par value common
stock to Seventy  Five  Million  (75,000,000)  shares of $0.001 par value common
stock and Twenty Five Million  (25,000,000) shares of $0.001 par value preferred
stock.  There was no change to the  current  issued and  outstanding  stock as a
result of this action and all rights and preferences remain the same.

Item 2.  Acquisition or Disposition of Assets

                  N/A

Item 3.  Bankruptcy or Receivership

                  N/A

Item 4.  Changes in Registrant's Certifying Accountant

                  N/A

Item 5.  Other Events

                  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.  to  NetCommerce,  Inc.  to better  reflect  its new
corporate direction. The new Cusip number is 641082 10 2. The new symbol for the
Company is NEET. The new symbol will be effective September 9, 1999.

Item 6.  Resignation of Registrant's Directors

                  N/A

Item 7.  Financial Statements and Exhibits

                  N/A

Item 8.  Change in Registrant's Fiscal Year

                  N/A

                                                            [NETCOM\8K:WASVEI]-2

                                                         2

<PAGE>

                                    SIGNATURE



         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        NetCommerce, Inc.
                                        (Registrant)

Dated: August 31, 1999                  By:  /s/  Fred G. Luke
                                             ----------------------------------
                                                  Fred G. Luke,
                                                  Chairman of the Board
                                                  and President

                                                            [NETCOM\8K:WASVEI]-2

                                                         3
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{"company-data": {"conformed-name": "VIRTUAL ENTERPRISES INC", "cik": "0000837295", "assigned-sic": "6770", "irs-number": "841091271", "state-of-incorporation": "CO", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-23430-D", "film-number": "99706924"}, "business-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "7148335362"}, "mail-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": {"former-conformed-name": "TOEN GROUP INC", "date-changed": "19920703"}}
FORM 8-K

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

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

       Date of Report (Date of earliest event reported): August 31, 1999

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

                                     Nevada
                    (State of incorporation or organization)

                                   33-23430-D
                            (Commission File Number)

                                   84-1091271
                      (I.R.S. Employee Identification No.)

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

                                      92660
                                   (Zip Code)

       Registrant's telephone number, including area code: (949) 833-5381

                            Virtual Enterprises, Inc.
          (Former name or former address, if changed since last report)

                                                            [NETCOM\8K:WASVEI]-2

                                                         1
Item 1.  Changes in Control of Registrant

                  In conjunction with the restating and amending the Articles of
Incorporation  discussed in Item 5. below, the Company  increased its authorized
capital stock from Fifty Million  (50,000,000)  shares of $0.01 par value common
stock to Seventy  Five  Million  (75,000,000)  shares of $0.001 par value common
stock and Twenty Five Million  (25,000,000) shares of $0.001 par value preferred
stock.  There was no change to the  current  issued and  outstanding  stock as a
result of this action and all rights and preferences remain the same.

Item 2.  Acquisition or Disposition of Assets

                  N/A

Item 3.  Bankruptcy or Receivership

                  N/A

Item 4.  Changes in Registrant's Certifying Accountant

                  N/A

Item 5.  Other Events

                  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.  to  NetCommerce,  Inc.  to better  reflect  its new
corporate direction. The new Cusip number is 641082 10 2. The new symbol for the
Company is NEET. The new symbol will be effective September 9, 1999.

Item 6.  Resignation of Registrant's Directors

                  N/A

Item 7.  Financial Statements and Exhibits

                  N/A

Item 8.  Change in Registrant's Fiscal Year

                  N/A

                                                            [NETCOM\8K:WASVEI]-2

                                                         2
SIGNATURE

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                        NetCommerce, Inc.
                                        (Registrant)

Dated: August 31, 1999                  By:  /s/  Fred G. Luke
                                             ----------------------------------
                                                  Fred G. Luke,
                                                  Chairman of the Board
                                                  and President

                                                            [NETCOM\8K:WASVEI]-2

                                                         3