##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q



|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001



|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from
 to

Commission File Number: 000-21407

LASON, INC.

(Exact name of registrant as specified in its
charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|DELAWARE(State or other jurisdiction of
	incorporation or organization) |  | 38-3214743(I.R.S. Employer
	identification number)

1305 Stephenson Highway

Troy, Michigan 48083


(Address of principal executive offices including
zip code)


Telephone: (248) 597-5800

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

As of July 20, 2001,
19,995,570 shares of Common Stock, $.01 par value were
outstanding.

PART I FINANCIAL INFORMATION HAS BEEN OMITTED AND ARE
THE SUBJECT OF A FORM 12B-25. PART I WILL BE FILED BY
AMENDMENT.









---

TABLE OF CONTENTS



|                                       |  |  |  |  |  |  |  | 
|-------------------------------------- |  |  |  |  |  |  |  | 
|TABLE OF CONTENTS                     
|PART I FINANCIAL INFORMATION (OMITTED)
|PART II OTHER INFORMATION             
|SIGNATURES                            



---



##### Table of Contents








TABLE OF CONTENTS


|        |  |                                                              |  |          |   | 
|------- |  | ------------------------------------------------------------ |  | -------- | - | 
|        |  |                                                              |  | Page No.
|        |  |                                                              |  |         
|        |  | Table of Contents                                            |  |          | 2 | 
|       
|       
|       
|       
|Part I  |  | Financial Information (Omitted)                              |  |          | 3 | 
|       
|       
|       
|       
|Part II |  | Other Information                                            |  |          | 3 | 
|       
|       
|       
|       
|        |  | Item 1. Legal Proceedings                                    |  |          | 3 | 
|       
|       
|       
|       
|        |  | Item 2. Changes in Securities and Use
	of Proceeds           |  |          | 3 | 
|       
|       
|       
|       
|        |  | Item 3. Defaults upon Senior Securities                      |  |          | 4 | 
|       
|       
|       
|       
|        |  | Item 4. Submission of Matters to a vote
	of Security Holders |  |          | 4 | 
|       
|       
|       
|       
|        |  | Item 5. Other Information                                    |  |          | 4 | 
|       
|       
|       
|       
|        |  | Item 6. Exhibits and Reports on
	Form 8-K                    |  |          | 4 | 
|       
|       
|       
|       
|        |  | Signatures                                                   |  |          | 5 | 

2



---



##### Table of Contents








PART I  FINANCIAL INFORMATION (OMITTED)







PART II  OTHER INFORMATION


Item 1.  Legal Proceedings

On March 22, 2001, the action brought against the Company
in the United States District Court for the District of
Connecticut by Michael Rittlinger, the former owner of
Addressing Services, Inc. (ASCO) previously
disclosed in the Companys Form 10-Q for the quarter
ended September 30, 2000, was dismissed without prejudice.
On April 11, 2001, Mr. Rittlinger commenced an action
with the American Arbitration Association in Southfield,
Michigan, seeking approximately $2.83 million in connection
with the decline in the value of the Lason Common Stock he
received for his stock in ASCO. The claims allege, among other
things, that the Company is liable for fraudulent
misrepresentation, negligent misrepresentation and violations of
the Connecticut Uniform Securities and Unfair Trade Practices
Acts. The Company intends to vigorously defend these claims.

On May 10, 2001, the United States District Court for the
Eastern District of Michigan decided the Companys and
certain of its officers motion to dismiss with prejudice
the consolidated action disclosed in the Companys Form
10-Q for the quarter ended September 30, 2000. The Court
denied the motion as to all alleged material misstatements made
during the class period (between February 17, 1998 and
December 17, 1999) and granted the motion as to all alleged
material misstatements made after the class period. The Court
also granted the motion of various underwriters involved in the
August 1998 offering of the Companys shares to
dismiss the claims against them with prejudice. The Company
intends to vigorously defend these claims.

As previously disclosed by the Company, on May 2, 2001, an
arbitrator awarded $1,626,415 to Mark W. Carello and Karen
Carello-Nocket. On May 11, 2001, they filed suit in Oakland
County, Michigan Circuit Court for a judgment confirming the
award. On June 7, 2001, plaintiffs filed a motion for
summary disposition which is scheduled to be argued in
October 2001. The Company has agreed not to contest the
confirmation of the arbitration award.

On July 18, 2001, plaintiffs Raju Venkatraman and other
former shareholders of Vetri Systems, Inc., brought an action in
Oakland County Circuit Court seeking approximately $135,000 in
holdback funds, a minimum of $2,905,000 ($2,324,000 in cash and
$581,000 in Lason Common Stock) in additional purchase payments
for the first year of earnout, and additional purchase payments
for the second and third years of earnout, for having achieved
certain performance levels as provided under their acquisition
agreement with the Company. Plaintiffs allege that the potential
aggregate earnouts for all three years exceed $30,000,000.
Plaintiffs have filed motions for an expedited hearing for
declaratory relief and for partial summary judgment. The Company
is vigorously defending the claims and is determining whether
and to the extent to which the holdback funds are owed and the
applicable performance criteria relating to the additional
purchase payments have been achieved.

While the final resolution of the litigation that has been
disclosed against the Company cannot be presently determined,
such litigation could have a material adverse effect on the
Companys business, financial condition or results of
operations.

Various other claims have been made against the Company in the
normal course of business which management believes will not
have a material adverse effect on the Companys business,
financial condition or results of operations.

Item 2.  Changes in Securities and Use of
Proceeds

During the second quarter of 2001, the Company issued 32,532
shares of its common stock in connection with the conversion of
debentures issued in connection with an acquisition. The shares
were issued at a price of approximately $57.32 per share, for a
total value of $1,864,802. Also, during the second quarter of
2001, the Company issued 392,036 shares of its common stock to
shareholders of a company it had previously acquired as
additional consideration for the achievement of certain target
levels of financial performance after the acquisition. The
shares were issued at a price of $.536 per share, for a total
value of approximately $210,000.

3



---



##### Table of Contents





Item 3.  Defaults upon Senior Securities

The Company did not timely make certain interest payments owed
to its lenders under its credit agreement, however, as of
July 27, 2001, the Company made such payments to its
lenders. The lenders have the right under the credit agreement,
in addition to any other remedies that may be available to them,
to declare all amounts outstanding (approximately
$264 million) immediately due and payable, but have not
done so. The Company believes that is has cured such default as
it has fully paid all interest currently due and owing to its
lenders as of July 27, 2001.

Item 4.  Submission of Matters to a vote of
Security Holders

Not Applicable

Item 5.  Other Information

Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

b.  Reports on Form 8-K

On April 10, 2001, the Company filed a Form 8-K
disclosing an amendment to its bank credit facility in
Item 5.

On May 10, 2001, the Company filed a Form 8-K
disclosing management changes in Item 5.

On June 4, 2001, the Company filed a Form 8-K
disclosing in Item 5 and Item 7 that the Company sold
certain of its assets.

4



---



##### Table of Contents








SIGNATURES


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



| |            
| | -----------
| | LASON, INC.



| |     |                     
| | --- | --------------------
| | By: | /s/ RONALD D. RISHER

| |                                      
| | -------------------------------------
| |                                      
| | Ronald D. Risher                     
| | President and Chief Executive Officer



| |     |                       
| | --- | ----------------------
| | By: | /s/ DOUGLAS S. KEARNEY

| |                                
| | -------------------------------
| |                                
| | Douglas S. Kearney             
| | Interim Chief Financial Officer

July 27, 2001

5