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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

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FORM 10-Q

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

For the Quarterly Period Ended March 31, 2002

or

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

Commission File Number 0-12194

FORTEL INC.(Exact name of Registrant as specified in its charter)

California

94-2566313(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)46832 Lakeview Blvd.
Fremont, California

94538-6543(Address of principal executive offices)

(Zip Code)


Registrant's
telephone number, including area code:(510) 440-9600

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
    No X

The
number of shares of the Registrant's Common Stock outstanding as of May 9, 2002 was 30,624,087.

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FORTEL INC. AND SUBSIDIARIES

INDEX

|         |         |                                                                                                                 |                                                                                       | Page
Number
|-------- | ------- | --------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | -----------
|PART I.  |         | Financial Information                                                                                           |                                                                                       |            
|         | Item 1. |                                                                                                                 | Financial Statements                                                                  |            
|         |         | Condensed Consolidated Balance Sheets (unaudited)
March 31, 2002 and September 30, 2001                        |                                                                                       | 3          
|         |         | Condensed Consolidated Statements of Operations (unaudited)
Three and Six Months Ended March 31, 2002 and 2001 |                                                                                       | 4          
|         |         | Condensed Consolidated Statements of Cash Flows (unaudited)
Six Months Ended March 31, 2002 and 2001           |                                                                                       | 5          
|         |         | Notes to Condensed Consolidated Financial Statements                                                            |                                                                                       | 6          
|         | Item 2. |                                                                                                                 | Management's Discussion and Analysis of Financial Condition and Results of Operations |            
|         | Item 3. |                                                                                                                 | Quantitative and Qualitative Disclosures about Market Risk                            |            
|PART II. |         | Other Information                                                                                               |                                                                                       |            
|         | Item 1. |                                                                                                                 | Legal Proceedings                                                                     |            
|         | Item 2. |                                                                                                                 | Changes in Securities                                                                 |            
|         | Item 3. |                                                                                                                 | Defaults Upon Senior Securities                                                       |            
|         | Item 4. |                                                                                                                 | Submission of Matters to a Vote of Security Holders                                   |            
|         | Item 5. |                                                                                                                 | Other Information                                                                     |            
|         | Item 6. |                                                                                                                 | Exhibits and Reports on Form 8-K                                                      |            

2

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

FORTEL INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS  ($000's)  (unaudited)

|                                      |                                             | March 31,
2002              |     | September 30,
2001 |        
|------------------------------------- | ------------------------------------------- | --------------------------- | --- | ------------------ | -------
|Assets                                |                                             |                             |     |                    |        
|Current assets:                       |                                             |                             |     |                    |        
|                                      | Cash and cash equivalents                   |                             | $   | 260                |        
|                                      | Accounts receivable, net                    |                             |     | 3,165              |        
|                                      | Refundable taxes                            |                             |     | 10                 |        
|                                      | Other current assets                        |                             |     | 404                |        
|                                      |                                             |                             |     |                    |        
|                                      |                                             | Total current assets        |     |                    | 3,839  
|Fixed assets, net                     |                                             |                             | 371 |                    |        
|Other assets, net                     |                                             |                             | 769 |                    |        
|                                      |                                             |                             |     |                    |        
|                                      |                                             | Total assets                |     | $                  | 4,979  
|                                      |                                             |                             |     |                    |        
|Liabilities and Shareholders' Deficit |                                             |                             |     |                    |        
|Current liabilities:                  |                                             |                             |     |                    |        
|                                      | Accounts payable                            |                             | $   | 4,360              |        
|                                      | Accrued liabilities                         |                             |     | 5,414              |        
|                                      | Short-term debt                             |                             |     | 200                |        
|                                      | Deferred revenue                            |                             |     | 3,292              |        
|                                      |                                             |                             |     |                    |        
|                                      |                                             | Total current liabilities   |     |                    | 13,266 
|                                      |                                             |                             |     |                    |        
|                                      | Deferred revenuelong-term                  |                             |     | 1,791              |        
|                                      |                                             |                             |     |                    |        
|                                      |                                             | Total liabilities           |     |                    | 15,057 
|                                      |                                             |                             |     |                    |        
|Shareholders' deficit:                |                                             |                             |     |                    |        
|                                      | Common stock                                |                             |     | 79,565             |        
|                                      | Accumulated deficit                         |                             |     | (89,643            | )      
|                                      |                                             |                             |     |                    |        
|                                      |                                             | Total shareholders' deficit |     |                    | (10,078
|                                      |                                             |                             |     |                    |        
|                                      | Total liabilities and shareholders' deficit |                             | $   | 4,979              |        
|                                      |                                             |                             |     |                    |        

The
accompanying notes are an integral part of these condensed consolidated financial statements.

3

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FORTEL INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (unaudited)  (In thousands except per share data)

|                                                       |                                            | Three Months Ended
March 31, |        | Six Months Ended
March 31, |  
|------------------------------------------------------ | ------------------------------------------ | ---------------------------- | ------ | -------------------------- | -
|
|Net product sales                                      |                                            | $                            | 688    |                            | $
|Services and other                                     |                                            |                              | 1,639  |                            |  
|                                                       |                                            |                              |        |                            |  
|                                                       | Net sales                                  |                              |        | 2,327                      |  
|Costs and expenses:                                    |                                            |                              |        |                            |  
|                                                       | Cost of products sold                      |                              |        | 36                         |  
|                                                       | Cost of services and other                 |                              |        | 678                        |  
|                                                       | Research and development expenses          |                              |        | 778                        |  
|                                                       | Selling, general & administrative expenses |                              |        | 2,564                      |  
|                                                       |                                            |                              |        |                            |  
|                                                       | Operating loss                             |                              |        | (1,729                     | )
|Other expense, net                                     |                                            |                              | 219    |                            |  
|                                                       |                                            |                              |        |                            |  
|                                                       | Loss before taxes                          |                              |        | (1,948                     | )
|Provision for income taxes                             |                                            |                              |       |                            |  
|                                                       |                                            |                              |        |                            |  
|Net loss                                               |                                            | $                            | (1,948 | )                          | $
|                                                       |                                            |                              |        |                            |  
|Basic and diluted net loss per share                   |                                            | $                            | (.06   | )                          | $
|                                                       |                                            |                              |        |                            |  
|Shares used in basic and diluted per share calculation |                                            |                              | 30,622 |                            |  
|                                                       |                                            |                              |        |                            |  

The
accompanying notes are an integral part of these condensed consolidated financial statements.

4

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FORTEL INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  ($000's)  (unaudited)

|                                                                            |                                                     | Six Months Ended
March 31,                           |                                        
|--------------------------------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------
|
|Cash flows from operating activities:                                       |                                                     |                                                      |                                        
|                                                                            | Net loss                                            |                                                      | $                                      
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                     |                                                      |                                        
|                                                                            |                                                     | Depreciation and amortization                        |                                        
|                                                                            |                                                     | Provision for doubtful accounts                      |                                        
|                                                                            |                                                     | Stock-based compensation                             |                                        
|                                                                            |                                                     | Change in operating assets and liabilities:          |                                        
|                                                                            |                                                     |                                                      | Increase in accounts receivable        
|                                                                            |                                                     |                                                      | Decrease (increase) in refundable taxes
|                                                                            |                                                     |                                                      | Decrease in other current assets       
|                                                                            |                                                     |                                                      | Increase in accounts payable           
|                                                                            |                                                     |                                                      | Increase in accrued liabilities        
|                                                                            |                                                     |                                                      | Increase in deferred revenue           
|                                                                            |                                                     |                                                      |                                        
|                                                                            | Net cash used in operating activities               |                                                      |                                        
|                                                                            |                                                     |                                                      |                                        
|Cash flows from investing activities:                                       |                                                     |                                                      |                                        
|                                                                            | Acquisition of fixed assets                         |                                                      |                                        
|                                                                            | Disposal of fixed assets                            |                                                      |                                        
|                                                                            |                                                     |                                                      |                                        
|                                                                            | Net cash (used in) provided by investing activities |                                                      |                                        
|                                                                            |                                                     |                                                      |                                        
|                                                                            | Cash flows from financing activities:               |                                                      |                                        
|                                                                            |                                                     | Proceeds from borrowings under factor line of credit |                                        
|                                                                            |                                                     | Repayment of borrowings                              |                                        
|                                                                            |                                                     | Issuance of common stock                             |                                        
|                                                                            |                                                     |                                                      |                                        
|                                                                            | Net cash (used in) provided by financing activities |                                                      |                                        
|                                                                            |                                                     |                                                      |                                        
|Net (decrease) increase in cash and cash equivalents                        |                                                     |                                                      | (509                                   
|Cash and cash equivalents, beginning of period                              |                                                     |                                                      | 769                                    
|                                                                            |                                                     |                                                      |                                        
|Cash and cash equivalents, end of period                                    |                                                     | $                                                    | 260                                    
|                                                                            |                                                     |                                                      |                                        

The
accompanying notes are an integral part of these condensed consolidated financial statements.

5

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FORTEL INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (unaudited)  (Amounts in thousands except per share data)

1.    General

FORTEL Inc. ("FORTEL" or the "Company") is an information technology company specializing in computer and systems optimization, data
correlation and search technology. FORTEL acquires, develops and markets eBusiness performance management solutions. Product offerings include multi-platform performance analysis and automatic
correlation software used to optimize performance in eBusiness infrastructure systems, and professional services for existing and new customers. FORTEL's SightLine and predecessor
ViewPoint suites of software have been sold to customers in finance and banking, defense management, manufacturing, retail services and government.

2.    Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of FORTEL Inc. and all wholly-owned domestic and foreign subsidiaries.
All material intercompany balances and transactions have been eliminated. The interim condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited financial statements contained in the Company's annual report on
Form 10-K/A for the fiscal year ended September 30, 2001. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America, have been condensed or omitted although the Company believes the disclosures which are made are adequate to make the
information presented not misleading. Further, the condensed consolidated financial statements reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary to present fairly the financial position and results of operations as of and for the periods indicated.

The
results of operations for the period ended March 31, 2002 are not necessarily indicative of the results expected for the full year. The balance sheet as of
September 30, 2001 is derived from the audited financial statements as of and for the year then ended but does not include all notes and disclosures required by accounting principles generally
accepted in the United States of America.

The
Company's condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern,
which contemplates the realization of assets and liquidations of liabilities in the normal course of business. The Company has incurred significant losses from operations for at least the past five
fiscal years. The Company also has significant payroll-related taxes that have not been paid to the appropriate tax authorities (see Note 5). The Company continues to experience negative cash
flows from operations and has been dependent on credit facilities to sustain its activities. These significant losses and the low level of cash available do not currently enable the Company to satisfy
all or substantially all of its obligations to third parties. The Company is currently evaluating certain strategic alternatives which include implementing a cost savings program, selling the Company,
and reorganizing the Company and seeking protection under the Federal Bankruptcy Code. These factors raise substantial doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

6

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3.    Recent Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting
for Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", and addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company is required to adopt
SFAS No. 144 on October 1, 2002 and does not expect the adoption of SFAS No. 144 to have a material impact on its consolidated results of operations and financial position.

In
July 2001, the FASB issued SFAS No. 141, "Business Combinations", and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized
but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have indefinite lives will continue to be amortized
over their useful lives (but with no maximum life). The amortization provisions of SFAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, the Company is required to adopt SFAS No. 142 effective October 1, 2002. The Company is currently assessing but has
not yet determined the impact of SFAS No. 142 on the consolidated financial position and results of operations.

4.    Other Assets

Other assets consist of the following as of:

March 31,
2002

September 30,
2001Purchased technology

$
2,588

$
2,588Deferred software implementation costs


351


351Purchased software


550


550Capitalized development projects


1,454


1,454Other assets


247


166Less accumulated amortization


(4,421
)

(3,994
)$
769

$
1,115


5.    Significant Withholding and Payroll Tax Liabilities

Prior to February 28, 2002 the Company has failed to file and pay certain required state and federal payroll and withholding taxes of approximately $1,285
to the appropriate taxing authorities. Currently the Company does not have sufficient funds to satisfy these obligations. The Company has estimated approximately $394 for penalties and interest on the
unpaid payroll-related taxes as of March 31, 2002, resulting in an estimated total liability of $1,679 for payroll and withholding taxes and penalties and interest on the unpaid payroll-related
taxes. In addition, the Company, its officers, certain employees and directors might be subject to civil and criminal enforcement actions. The Company intends to
negotiate and establish a payment plan with the taxing authorities and to pay such taxes, penalties and interests as soon as it receives sufficient funds. There can be no assurance that such a payment
plan will be accepted by the taxing authorities or that any plan proposed by the taxing authorities will be financially feasible for the Company. Should the Company be unable to negotiate a feasible
payment plan allowing the Company to pay these liabilities, the Company would be unable to satisfy such obligations, in which case the Company would cease as a going concern. As of March 31,
2002, these significant payroll-related tax liabilities were included in accrued liabilities.

7

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6.    Credit Facility

As of March 31, 2002, the Company had a $3,000 accounts receivable revolving line of credit. Borrowings are based on 80% of certain eligible receivables
which are aged 90 days or less. The interest rate approximates 18% per annum calculated on the average daily balance outstanding. Additionally, there is an administrative fee of
1/2 of one percent of each amount factored. Advances against the revolving line of credit are subject to lender approval and are collateralized by a security interest in all of the
Company's assets including copyrights, trademarks, and intellectual property. The credit facility has no maturity; however, either party may terminate at any time. During the six months ended
March 31, 2002, the Company had borrowed approximately $1,611 and repaid approximately $1,617 under this credit facility. At March 31, 2002, there were no borrowings outstanding against
the accounts receivable revolving line of credit.

7.    Common Stock

Common stock activity for the period from October 1, 2001 through March 31, 2002 is as follows:

Common Stock
Shares

Common Stock
AmountBalance at September 30, 2001

30,387

$
79,544Issuance of common stock under repricing warrants agreement

234


Exercise of stock options

3


Stock-based compensation




21Balance at March 31, 2002

30,624

$
79,565


In
July 2000, the Company, through a private placement, issued 2,192 shares of common stock to two institutional investors, Deephaven Private Placement Trading Ltd. and
Harp Investors LLC (the "Investors"), in exchange for $5,000. This private placement was pursuant to the Securities Purchase Agreement, Registration Rights Agreement and Repricing Warrants
(collectively the "Agreements"). Proceeds of $4,727, net of placement agency and professional fees of $273, were received. Pursuant to the terms of the Agreements, the Investors have the right to
demand additional warrants to purchase shares of common stock from the Company in the event the market price of the Company's stock falls below $2.28 per share. During the six-month period
ended March 31, 2002, the Company issued 234 shares of common stock in satisfaction of the repricing rights. The Company has registered 5,341 shares of common stock of which 3,693 shares had
been issued as of March 31, 2002. On February 12, 2002, the Company received election notices to exercise all 1,980 fully vested warrants from the Investors with respect to the exercise
of Repricing Warrants for an aggregate of 65,062 shares of Common Stock. Harp Investors LLC notified FORTEL of its exercise notice and demanded the issuance of a stock certificate for 16,673 shares of
Common Stock in connection with their 507 fully vested and exercisable warrants. Deephaven Private Placement Trading, Ltd. notified FORTEL of its exercise notice and demanded the issuance of a
stock certificate for 48,389 shares of Common Stock in connection with their 1,473 fully vested and exercisable warrants. The total number of authorized shares of Common Stock is 40,000 as of
March 31, 2002 and 30,624 shares of Common Stock are issued and outstanding. The Company is not in a position to fully satisfy these exercise requests as the number of shares demanded exceeds
the number of authorized and unissued shares of Common Stock, therefore the Company has not issued any shares of Common Stock pursuant of these exercise notices. The Investors have confirmed that this
request does not trigger any additional liquidating damages.

Because
of the redemption feature contained within the Agreements, the Company had classified the transaction as mezzanine financing and recorded the proceeds as temporary equity on the
balance sheet at September 30, 2000. On November 6, 2000, the Company entered into a letter agreement with the Investors to modify the Agreements to replace the redemption feature with
specified liquidated

8

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damages as a remedy for certain breaches of and defaults under the Agreements. The modification of these terms enabled the Company to reclassify the transaction from temporary equity into
shareholders' deficit.

The
modification of the Agreements gives the Investors the right to demand liquidating damages of up to $6,000 should certain events be breached by the Company. On July 25, 2001,
the Company received demand letters from the Investors demanding liquidated damages upon various defaults under the Agreements, all dated July 18, 2000 and as subsequently amended on
November 6, 2000, in the aggregate amount of $1,400 due to (1) the Company's delisting from The Nasdaq SmallCap Market effective May 16, 2001, (2) its failure to register
additional securities and (3) its failure to authorize additional
securities. To date, the defaults have not been remedied, nor has the demand for payment been satisfied by the Company, and as such, based on the provisions of the Agreements as subsequently amended,
the liquidated damages, as demanded, have increased to $3,000 as of March 31, 2002. In addition, interest of approximately $387 has been accrued as of March 31, 2002 on the unpaid
liquidated damages. The unpaid liquidated damages and the related accrued interest thereon are recorded in accrued liabilities. The Company does not currently have the capabilities to satisfy these
demands and, therefore, will continue to incur interest charges at the rate of 18% per annum on the unpaid liquidated damages.

Repricing of Options

In October 2001, the Company's Board of Directors authorized the repricing of options to purchase 859 shares of common stock to $0.04 per share, which
represented the market value on the date of the repricing. These options will be subject to variable plan accounting, as defined in FIN 44, and the Company will remeasure the intrinsic value of the
repriced options (the excess of fair market value over the exercise price), through the earlier of the date of exercise, cancellation or expiration, at each reporting date. As of March 31,
2002, the Company has recognized a compensation expense of approximately $21 related to the repriced options.

8.    Earnings Per Share ("EPS")

A
reconciliation of the numerator and denominator of basic and diluted EPS is provided as follows (in thousands, except per share amounts) for the three and six months ended
March 31, 2002 and 2001:

|                                  |                                           | Three Months Ended
March 31, |   | Six Months Ended
March 31, |  
|--------------------------------- | ----------------------------------------- | ---------------------------- | - | -------------------------- | -
|
|NumeratorBasic and Diluted EPS   |                                           |                              |   |                            |  
|                                  | Net loss                                  |                              | $ | (1,948                     | )
|                                  |                                           |                              |   |                            |  
|DenominatorBasic and Diluted EPS |                                           |                              |   |                            |  
|                                  | Weighted average common stock outstanding |                              |   | 30,622                     |  
|                                  |                                           |                              |   |                            |  
|                                  | Basic and diluted loss per share          |                              | $ | (.06                       | )
|                                  |                                           |                              |   |                            |  

For
the three and six-month periods ended March 31, 2002, stock options to purchase 478 thousand and 501 thousand shares of common stock, respectively, and
warrants to purchase 2,210 thousand 2,210 thousand shares of common stock, respectively, were not included in the computation of diluted EPS because of the anti-dilutive
effect of including these shares in the calculation for both periods. For the three and six-month period ended March 31, 2001, stock options to purchase 83 thousand and 55
thousand shares of common stock, respectively, and warrants to purchase 2,964 thousand 2,964 thousand shares of common stock, respectively, were not included in the

9

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computation of diluted EPS because of the anti-dilutive effect of including these shares in the calculation for both periods.

9.    Segment Information

The
Company currently operates in one business segment. The table below presents net sales by geographic area for the three- and six-month periods ended March 31:

Three Months Ended
March 31,

Six Months Ended
March 31,2002

2001

2002

2001U.S.

$
1,759

$
2,195

$
3,349

$
4,936Europe


490


1,725


1,798


3,471Other


78


45


231


110Total

$
2,327

$
3,965

$
5,378

$
8,517


The
table below presents long-lived asset information by geographic area:

March 31,
2002

September 30,
2001Long-lived assets:U.S.

$
828

$
1,389International


312


241Total

$
1,140

$
1,630


10.  Related party transactions

During the fiscal year ended September 30, 2001, certain directors and officers of the Company made loans to the Company. These loans bear interest at 18%
per annum and are payable 90 days from receipt of the funds. These loans were recorded as short-term debt. To date the Company is in default as there had been no payments made on the principal nor on
the related interest. As the note holders are officers and directors of the Company and are aware of the Company's current financial condition, they have not made any demands for payment of such
loans. At March 31, 2002, included in short-term debt is $200 in amounts owing to such directors and officers. Accrued interest on these loans of approximately $27 is included in accrued
liabilities.

11.  Comprehensive Loss

Comprehensive loss, as defined, includes all charges in equity (net assets) during a period from non-owner sources. There were no material differences
between comprehensive loss and net loss as reported for each of the periods presented in these condensed financial statements.

10

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

(Amounts in thousands except per share data)

This report contains forward-looking statements that are not historical facts but rather are based on current expectations, estimates, projections, beliefs and
assumptions about our industry, our company, our business and prospects. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates" and variations of these words and
similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors,
some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and
uncertainties include those described in "Risks Associated With FORTEL's Business and Future Operating Results", "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and elsewhere in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management's view only as of the date of this
report. We undertake no obligation to update these statements or publicly release the results of any revisions to the forward-looking statements that we may make to reflect events or circumstances
after the date of this report or to reflect the occurrence of unanticipated events.

References
in this document to "FORTEL", "we", "our", and "us" refer to FORTEL Inc., a California corporation, its predecessors, and each of its subsidiaries.

FORTEL
and SightLine are trademarks of FORTEL Inc. Zitel, Datametrics and ViewPoint are registered trademarks of FORTEL Inc. VisualProfile, VisualAnalyze, VisualPoint, and
the E-Business Performance Experts are trademarks of FORTEL Inc. All other service marks, trademarks and registered trademarks are the property of their respective holders.

Critical Accounting Policy

In preparing our consolidated financial statements, our critical accounting policy is revenue recognition.

We
derive our revenue from primarily two sources (i) software licenses, and (ii) services and support revenue which includes software license maintenance, training and
consulting revenue. As described below, significant management judgments and estimates must be made and used in connection with the revenue recognized in any accounting period. Material differences
may result in the amount and timing of our revenue for any period if our management made different judgments or utilized different estimates.

We
generally license our software products on a one-year time basis or on a perpetual basis.

We
apply the provisions of Statement of Position 97-2 ("SOP 97-2"), "Software Revenue Recognition", as amended by Statement of Position 98-9,
"Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions" to all transactions involving the sale of software products.

We
recognize revenue from the sale of software licenses when persuasive evidence of an arrangement exists, the product has been delivered, the fee is fixed and determinable and
collection of the resulting receivable is reasonably assured. Delivery generally occurs when product is delivered to a common carrier. In instances where delivery is electronic, the product is
considered delivered when the customer either takes possession by downloading the software or the access code to download the software has been provided to the customer. Payments received in advance
of revenue recognition are recorded as deferred revenues.

11

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At
the time of the transaction, we assess whether the fee associated with our revenue transactions is fixed and determinable and whether or not collection is reasonably assured. We
assess whether the fee is fixed and determinable based on the payment terms associated with the transaction. If a significant portion of a fee is due after our normal payment terms, which are 30 to
45 days from invoice date, we account for the fee as not being fixed and determinable. In these cases, we recognize revenue as the fees become due.

We
assess collection based on a number of factors, including past transaction history with the customer and the credit-worthiness of the customer. We do not request collateral from our
customers. If we determine that collection of a fee is not reasonably assured, we defer the fee and recognize revenue at the time collection becomes reasonably assured, which is generally upon receipt
of cash.

For
all sales, we use either a binding purchase order or signed license agreement as evidence of an arrangement. Sales through our distributors are evidenced by a master agreement
governing the relationship together with binding purchase orders on a transaction by transaction basis.

For
arrangements with multiple obligations (for example, undelivered maintenance and support), we allocate revenue to each component of the arrangement using the residual value method
based on the fair value of the undelivered elements, which is specific to FORTEL. This means that we defer revenue from the arrangement fee equivalent to the fair value of the undelivered elements.
Fair values for the ongoing maintenance and support obligations are based upon separate sales of renewals to other customers or upon renewal rates quoted in the contracts. Fair value of services, such
as training or consulting, is based upon separate sales by us of these services to other customers.

Our
arrangements do not generally include acceptance clauses. However, if an arrangement includes an acceptance provision, acceptance occurs upon the earlier of receipt of a written
customer acceptance or expiration of the acceptance period.

We
recognize revenue for maintenance services ratably over the contract term. Our training and consulting services are billed based on hourly rates, and we generally recognize revenue as
these services are performed. However, at the time of entering into a transaction, we assess whether or not any services included within the arrangement require us to perform significant work either
to alter the underlying software or to build additional complex interfaces so that the software performs as the customer requests. If these services are included as part of an arrangement, we
recognize the entire fee using the percentage of completion method. We estimate the percentage of completion based on our estimate of the total costs estimated to complete the project as a percentage
of the costs incurred to date and the estimated costs to complete.

Results of Operations

The Company recorded a net loss of $1,948 ($0.06 per share) for the fiscal 2002 second quarter, compared with a net loss of $2,050 ($0.07 per share) for the same
quarter of the prior year. For the six-month period ended March 31, 2002, net loss was $3,788 ($0.12 per share) compared with a net loss of $3,622 ($0.12 per share) for the same
period a year earlier.

Total
net sales for the current quarter were $2,327 versus total net sales of $3,965 for the same period a year earlier, a decrease of $1,638. For the six-month period ended
March 31, 2002, total net sales were $5,378 total net sales of $8,517 for the same period a year earlier. The decrease in net sales in both periods is primarily attributable to a decrease in
license sales and a decrease in maintenance revenues.

While
net sales have decreased 66% and 56% for the three and six-month periods, respectively, from prior year periods, during the six-month period ended March 31, 2002, the Company had
generated billings for contracts that were recorded as deferred revenue as a result of the contract

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terms. At March 31, 2002, deferred revenue was $5,083 compared to the September 30, 2001 balance of $2,634, an increase of 93%.

Gross
margin for the quarter ended March 31, 2002 was 69% of net sales compared to 77% of net sales for the same quarter of the prior year. For the six months ended
March 31, 2002, gross margin was 68% of net sales compared to 74% of net sales for the same period a year earlier. The decrease in gross margin percentage is a result of lower license sales,
which have higher gross margins. The Company does not believe that the gross margins reported for the current quarter just ended are necessarily indicative of the gross margins to be expected. Gross
margins may be affected by several factors, including the mix of products sold and price competition.

Research
and development expenses for the quarter ended March 31, 2002 were 33% of net sales compared to 26% for the same quarter of the prior year. For the six months ended
March 31, 2002, research and development expenses were 28% of net sales compared to 24% of net sales for the same period a year earlier. Actual spending decreased $241 and $510 for the quarter
and six-month period, respectively, from prior year periods. The result is primarily attributable to a decrease in headcount and related expenses.

Selling,
general and administrative ("SG&A") expenses for the quarter ended March 31, 2002 were 110% of net sales versus 101% of net sales for the same period a year earlier.
Actual spending decreased $1,451 from prior year period. For the six months ended March 31, 2002, SG&A expenses were 99% of net sales compared to 92% of net sales for the same period a year
earlier. Actual spending decreased $2,420 from prior year period. The decreased spending in both periods is primarily attributable to a reduction in marketing and sales personnel.

Other
expense was $219 for the quarter just ended versus $50 in the same quarter of the prior year. For the six-month period ended March 31, 2002, other expense were
$433 versus $93 for the same period a year earlier. Other expense consisted primarily of interest expense. The increase in other expense in both periods is primarily attributable to the interest
accrued on the unpaid liquidated damages to the private placement investors.

Liquidity and Capital Resources

Since fiscal year 1997, in addition to the working capital provided by product sales, the Company has augmented its cash needs to finance operations primarily
through the issuance of convertible
subordinated notes, the private sale of common stock and proceeds from borrowings against the accounts receivable revolving line of credit.

During
the six-month periods ended March 31, 2002, 2001, working capital decreased $1,486 and $2,662 respectively. Cash flows used in operating activities were $477
for the six months ended March 31, 2002 and cash flows used in operating activities were $788 for the same period a year earlier. For the six months ended March 31, 2002, the utilization
of cash in operating activities resulted primarily from a net loss of $3,788 and an increase in accounts receivable of $1,164, offset by an increase in deferred revenue of $2,449, an increase in
accounts payable and accrued liabilities of $1,095, a decrease in other current assets of $287 and depreciation and amortization charges of $597.

For
the six-month period ended March 31, 2002, net cash used in investing activities was $26 for the acquisition of fixed assets. During the six-month
period ended March 31, 2001, net cash provided by investing activities of $5 was comprised of disposal of fixed assets of $37 and acquisition of fixed assets of $32.

For
the six-month period ended March 31, 2002, net cash used in financing activities was $6, consisting primarily of $1,611 in proceeds from borrowings, offset with
the repayment of such borrowings of $1,617. For the six-month period ended March 31, 2001, net cash provided by financing

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activities was $803, comprised of $3,282 from borrowings, $46 from the sale of stock under the Company's employee stock purchase plan offset by repayment of borrowings of $2,525.

Prior
to February 28, 2002 the Company has failed to file and pay certain required state and federal payroll and withholding taxes of approximately $1,285 to the appropriate
taxing authorities. Currently the Company does not have sufficient funds to satisfy these obligations. The Company has estimated approximately $394 for penalties and interest on the unpaid
payroll-related taxes as of March 31, 2002, resulting in an estimated total liability of $1,679 for payroll and withholding taxes and penalties and interest on the unpaid payroll-related taxes.
In addition, the Company, its officers, certain employees and directors might be subject to civil and criminal enforcement actions. The Company intends to negotiate and establish a payment plan with
the taxing authorities and to pay such taxes, penalties and interests as soon as it receives sufficient funds. There can be no assurance that such a payment plan will be accepted by the taxing
authorities or that any plan proposed by the taxing authorities will be financially feasible for the Company. Should the Company be unable to negotiate a feasible payment plan allowing the Company to
pay these liabilities, the Company would be unable to satisfy such obligations, in which case the Company would cease as a going concern.

The
Company currently plans to increase its revenues to a level that will finance expected expenditures and result in at least neutral cash flows from operations. However, until that
stage is reached, the Company will continue to use its current cash on hand, working capital, and utilize the available accounts receivable line of credit.

If
the Company is unable to generate sufficient cash flows from operations or should management determine it to be prudent, it may attempt to raise additional debt or equity. There can
be no assurance that in the event the Company requires additional financing, that such financing will be available in light of the current financial situation of the Company and the general adverse
conditions of the public and private equity markets.

In
the event that the Company is unable to increase revenue levels or financing is unavailable, management will evaluate certain strategic alternatives which include implementing a cost
savings program, selling the Company, and reorganizing the Company and seeking protection under the Federal Bankruptcy Code. There can be no assurance that any of these actions will be successful in
completely eliminating the difference between expenditures and revenues or that such actions would not have a harmful effect on the Company's business and results of operations.

Recent Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting
for Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", and addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The Company is required to adopt
SFAS No. 144 on October 1, 2002 and does not expect the adoption of SFAS No. 144 to have a material impact on its consolidated results of operations and financial position.

In
July 2001, the FASB issued SFAS No. 141, "Business Combinations", and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the purchase method. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized
but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have indefinite lives will continue to be amortized
over their useful lives (but with no maximum life). The amortization provisions of SFAS No. 142 apply to goodwill and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, the Company is required to adopt SFAS No. 142 effective October 1, 2002. The Company is currently assessing but has

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not yet determined the impact of SFAS No. 142 on the consolidated financial position and results of operations.

Risks Associated with FORTEL's Business and Future Operating Results (Amounts in thousands)

FORTEL
May Seek Protection Or FORTEL's Creditors May Seek Involuntary Proceedings Against Us Under the Federal Bankruptcy Code

FORTEL
may in the future elect to seek protection under Chapter 11 or Chapter 7 of the Federal Bankruptcy Code. Additionally, the Company is subject to the risk that creditors may seek
to commence involuntary bankruptcy proceedings against the Company. If the Company files for Chapter 11 or Chapter 7 bankruptcy protection or if involuntary proceedings are commenced against the
Company by its creditors, its creditors or other parties in interest may be permitted to propose their own plan, and the Company could be unsuccessful in having a plan of reorganization confirmed
which is acceptable to the requisite number of creditors and equity holders entitled to vote on such a plan. This could lead to the Company's inability to emerge from a Chapter 11 filing. Moreover,
once bankruptcy proceedings are commenced, either by the filing of a voluntary petition or if an involuntary petition is filed against FORTEL, the Company's creditors could seek
FORTEL's liquidation. If a plan were consummated or if the Company were liquidated, it would almost certainly result in its creditors receiving less than 100% of the face value of their
claims, and in the claims of its equity holders being cancelled in whole. Even if FORTEL does propose a plan and it is accepted, the Company is unable to predict at this time what treatment would be
accorded under any such plan to Company indebtedness, licenses, transfer of goods and services and other intercompany arrangements, transactions and relationships. In addition, during any bankruptcy
or similar proceeding, the Company would need court approval to take many actions out of the ordinary course, which could result in its inability to manage the normal operations of the Company and
which would cause the Company to incur additional costs associated with the bankruptcy process.

FORTEL
cannot assure that it will have access to sufficient funds to meet its operating needs, which will likely limit the ability to continue as a going concern. There exist
uncertainties as to the Company's ability to continue as a going concern. FORTEL's independent certified public accountants have included an explanatory paragraph to this effect in
their audit report on Form 10-K/A with respect to the Company's consolidated financial statements for the fiscal year ended September 30, 2001. Any significant increase in
capital expenditures or other costs or any decrease in or elimination of anticipated sources of revenue could deplete the available cash. Further, should some of the Company's creditors demand
immediate payment, in particular payment of liquidated damages, FORTEL would not be in a position to satisfy theses demands. FORTEL needs to find additional funding to finance its operations. If the
Company does not realize significant additional revenue or raise additional debt or equity financing or is not able to renegotiate or obtain a waiver for the demand for liquidated damages, the Company
will be unable to continue as a going concern. In the event the Company is the subject of bankruptcy proceedings, it may be forced to reorganize or possibly dissolve, and its stockholders may not
receive any proceeds upon liquidation.

Recent Levels of Liquidity Have Been Low and Might Be Insufficient to Remain a Viable Operating Company

The Company has experienced a shortage of available cash or readily available funds to satisfy all its current obligations towards vendors and service providers.
This has caused and might continue to cause disruptions or terminations of relationships with service providers and the non-delivery of needed goods and services. The Company has taken
several steps to remedy this situation such as renegotiating for accelerated cash payments instead of long-term royalty payments and to arrange for payment plans with various service
providers and vendors as well as numerous other cost-saving measures. If the

15

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Company is unable to increase its current levels of available cash or funds available, there can be no assurance that vital and material goods or services will be available to the Company and that it
will remain a viable operating entity.

Significant Withholding and Payroll Tax Liabilities

Prior to February 28, 2002 the Company has failed to file and pay certain required state and federal payroll and withholding taxes of approximately $1,285
to the appropriate taxing authorities. Currently the Company does not have sufficient funds to satisfy these obligations. The Company has recorded an estimate for penalties and interest on the unpaid
payroll-related taxes in the amount of $394. As of March 31, 2002, an estimated total liability of $1,679 for payroll and withholding taxes and penalties and interest on the unpaid
payroll-related taxes, is recorded in accrued liabilities. In addition, the Company, its officers, certain employees and directors might be subject to civil and criminal enforcement actions. The
Company intends to negotiate and establish a payment plan with the taxing authorities and to pay such taxes, penalties and interests as soon as it receives sufficient funds. There can be no assurance
that such a payment plan will be accepted by the taxing authorities or that any plan proposed by the taxing authorities will be financially feasible for the Company. Should the Company be unable to
negotiate a feasible payment plan allowing the Company to pay these liabilities, the Company would be unable to satisfy such obligations, in which case the Company would cease as a going concern.

Significant Default Liabilities for Liquidated Damages and Liability for Issuance of Repricing Warrants to Private Investors Seriously Threaten the Company as a Going Concern

On July 18, 2000, the Company, through a private placement, issued 2,191 shares of common stock to two institutional investors, Deephaven Private Placement
Trading Ltd. and Harp Investors LLC (the "Investors"), in exchange for $5,000. This private placement was pursuant to the Securities Purchase Agreement, Registration Rights Agreement and
Repricing Warrants and as subsequently amended by Letter Agreement on November 6, 2000 (collectively the "Agreements"), copies of which were filed with the Company's Current Reports on
Form 8-K filed on July 27, 2000 and on November 17, 2000. Proceeds of $4,727, net of placement agency and professional fees of $273, were received. Pursuant to the
terms of the Agreements, the Investors have the right to demand additional warrants to purchase shares of common stock from the Company in the event the market price of the Company's stock falls below
$2.28 per share. The Company has registered 5,341 shares of common stock of which 3,692 shares had been issued as of March 31, 2002.

On
July 25, 2001, the Company received demand letters from the Investors demanding liquidated damages upon default under the Agreements in the aggregate amount of $1,400 due to
the Company's delisting from The Nasdaq SmallCap Market effective May 16, 2001, its failure to register and its failure to authorize additional securities. These three claims for liquidated
damages have, through the passage of time, reached their contractual maximum of $3,000 ($1 million per incident) plus interest at a rate of 18% per annum or such lesser maximum amount that is
permitted to be paid by applicable law, accruing daily until such liquidated damages, plus all interest thereon, are paid in full. To date, the events of default, as stated by the Investors, have not
been remedied, nor has the demand for payment been satisfied by the Company. The Company does not currently have the capabilities to satisfy these demands and therefore will be incurring additional
interest expense at the rate of 18% per annum on the unpaid liquidated damages.

The
Company will have to negotiate a significant reduction or waiver of such demands or the Company will not be able to satisfy its obligations and might, therefore, cease to continue as
a going concern.

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On February 12, 2002, the Company received election notices from the Investors with respect to the exercise of Repricing Warrants for an aggregate of 65,062 shares of Common
Stock. Harp Investors LLC notified FORTEL of its exercise notice and demanded the issuance of a stock certificate for 16,673 shares of Common Stock. Deephaven Private Placement Trading, Ltd.
notified FORTEL of its exercise notice and demanded the issuance of a stock certificate for 48,389 shares of Common Stock. The total number of authorized shares of Common Stock is 40,000 as of
March 31, 2002 and 30,624 shares of Common Stock are issued and outstanding. Thus, the Company is not in a position to fully satisfy these exercise requests as the number of shares demanded
exceeds the number of authorized and unissued shares of Common Stock, therefore the Company has not issued any shares of Common Stock pursuant of these exercise notices. The Investors have confirmed
that this request does not trigger any additional liquidating damages.

Should
the Company elect to seek the required shareholder approval to authorize additional shares of Common Stock sufficient to satisfy the demands made by the Investors, in full or in
part, it appears questionable whether the Company will be able to obtain such shareholder approval in light of the Company's failure at the 2001 Annual Meeting to obtain shareholder approval for a
proposed amendment of the 2000 Equity Incentive Plan.

In
addition, FORTEL might not have an effective registration statement in place to allow for the resale of all the shares requested by the Investors. Furthermore, FORTEL's
failure to timely file its annual report on Form 10-K might have caused the failure to provide for a continuously effective registration statement for the resale of shares held or
to be received by the Investors, as required under the Registration Rights Agreement, dated July 18, 2000, which might lead to additional claims for liquidated damages.

Significant Losses

For the first six months of fiscal year 2002, the Company reported a net loss of $3,788. The Company reported total net losses of $6,759, $8,653, $13,103, $43,205
and $17,501 for fiscal years 2001, 2000, 1999, 1998 and 1997, respectively.

The
Company has taken a number of steps to attempt to return to profitability, although there is no assurance that it will be successful. A significant portion of the cumulative losses
were caused by the funding of MatriDigm Corporation, and operations of the Company's former storage systems business,
which was sold in July 1998. MatriDigm filed Chapter 7 bankruptcy in October 1999 so there were no additional fundings. The Company has subleased its Fremont, CA headquarters, and moved
to substantially smaller and less costly premises.

The
Company continues to consider options and take actions necessary to bring costs into line with anticipated revenues. There can be no assurance that the Company will be successful in
this effort and remain a viable operating entity.

Recent Levels of Net Sales Have Been Insufficient

FORTEL has not generated net sales sufficient to produce an operating profit in recent years. The Company has relied on significant financings to support its
activities. FORTEL has sustained substantial operating losses and net losses in the fiscal years 1997 through 2001. FORTEL must generate substantial additional net sales and gross margins on its
products and services and must continue to successfully implement programs to manage cost and expense levels in order to remain a viable operating entity. There is no assurance that FORTEL can achieve
these objectives.

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Fluctuations in Quarterly Results and Lack of Predictability of Sales

A material portion of our revenues has been derived from large orders, as major customers deployed FORTEL's products. Increases in the dollar size
of some individual license transactions would also increase the risk of fluctuation in future quarterly results. Moreover, recent adverse economic conditions in the United States, particularly those
related to the technology industry, may increase the likelihood that customers will unexpectedly delay or cancel orders and result in revenue shortfalls. This risk is particularly relevant with
respect to large customer orders which are more likely to be cancelled or delayed and also have a greater financial impact on FORTEL's operating results. A large number of technology
companies, particularly software companies that, like FORTEL, sell e-commerce related software solutions, have recently announced that these conditions have adversely affected their
financial results. Additionally, the Company's operating expenses are based in part on its expectations for future revenues and are difficult to adjust in the short term. Any revenue shortfall below
FORTEL's expectations could have an immediate and significant adverse effect on the Company's results of operations.

FORTEL's
quarterly operating results have in the past varied and may in the future vary significantly depending on a number of factors, including:



Due
to all of the foregoing factors, FORTEL believes that period-to-period comparisons of its results of operations are not necessarily meaningful and should not
be relied upon as an indicator of future performance. It is possible that in some future quarter the Company's operating results may be below the expectations of public market analysts and investors.

FORTEL Stock Price Has Been Highly Volatile

The price of FORTEL's common stock during the six-month period of fiscal year 2002 ranged from the low closing bid price of $0.06 to
the high closing bid price of $0.14. During the fiscal year 2001, the price of the Company's common stock was volatile, ranging from the low closing bid price of $0.2031 to the high closing bid price
of $1.03125.

In
December 2000 the Company was notified by NASDAQ that it no longer satisfied the minimum bid price requirement listing requirements. The Company was provided 90 calendar days,
or until March 19, 2001, to regain compliance; however, the Company was unable to demonstrate compliance

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on or before March 19, 2001, and, therefore, was delisted from The NASDAQ SmallCap Market, effective May 16, 2001. The de-listing of the Company's common stock may
materially and adversely affect the trading liquidity or the price of the Company's common stock.

Trading Restrictions and Reduced Liquidity May Adversely Affect FORTEL's Stock Price and the Ability to Trade Its Stock

Following the delisting of FORTEL's common stock from The Nasdaq SmallCap Market effective May 16, 2001, its common stock is currently
traded on the OTC Bulletin Board market. FORTEL's common stock may be subject to regulation as a "penny stock". The SEC has adopted regulations which generally define "penny stock" to
be any equity security that has a market price or exercise price less than $5.00 per share, subject to certain exceptions, including listing on The Nasdaq SmallCap Market. If no other exception
applies, the Company's common stock may become subject to the SEC's Penny Stock Rules, Rule 15g-1 through Rule 15g-9 under the Exchange Act. For transactions
covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior
to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC
relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and,
if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing
recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker-dealers
to sell the Company's securities and may affect the ability of holders to sell these securities in the secondary market and the price at which such holders can sell any such securities.
Rule 15g-9 under the Exchange Act imposes additional sales practice requirements on broker-dealers who sell such securities except in transactions exempted from such rule. Such
exempt transactions include those meeting the requirements of Rule 505 or 506 of Regulation D promulgated under the Securities Act and transactions in which the purchaser is an
institutional accredited investor or an established customer of the broker-dealer. As a result, holders
of FORTEL's common stock may be unable to readily sell the stock they hold or may not be able to sell it at all.

Dependence on Key Personnel

The Company's future performance depends significantly upon the continued service of its key technical and senior management personnel. The Company provides
incentives such as salary, benefits and option grants (which are typically subject to vesting over four years) to attract and retain qualified employees. Recently the Company's stock price has been
volatile and, as such, many of the Company's employees hold options with exercise prices greater than the market price of the Company's Common Stock and, therefore, may not be an incentive to retain
the services of these individuals. As a result, in October 2001, the Company's Board of Directors authorized the repricing of previously-granted options, reducing the original exercise prices
when initially granted to $0.04 per share, which represented the market value on the date of repricing. The loss of the services of one or more of the Company's officers or other key employees could
have a material adverse effect on the Company's business, operating results and financial condition. The Company's future success depends on its continuing ability to retain highly qualified technical
and management personnel. Competition for such personnel is intense and there can be no assurance that the Company can retain its key technical and management employees or that it can attract,
assimilate and retain other highly qualified key technical and management personnel in the future.

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Competition

The market for eBusiness and internet performance management tools in which the Company's software products business competes is intensely competitive. Many of
the companies with which the Company competes, such as Computer Associates International, Inc., Hewlett-Packard Company, and BMC Software, Inc. have substantially larger installed bases
and greater financial resources than the Company. New companies will appear and may compete with certain of the Company's products and services. The Company believes the important considerations for
software customers are ease of use, automated functionality, product reliability, quality and price, as well as complementary services offered. There can be no assurance that the Company's competitors
or new companies will not develop products comparable or superior to those developed by the Company or adapt more quickly than the Company to new technologies, evolving industry standards, new product
introductions, or changing customer requirements. The Company believes that it competes favorably in each of these areas.

Dependence on New Products; Rapid Technological Change

The markets in which the Company operates are characterized by rapid technological change, changing customer needs, frequent new product introductions and
evolving industry standards. The introduction of products embodying new technologies and/or the emergence of new industry standards could render the Company's existing products and services obsolete
and unmarketable. The Company's future success will depend upon its ability to develop and to introduce new products and services on a timely basis that keep pace with technological developments and
emerging industry standards and address the increasingly sophisticated needs of its customers. There can be no assurance that the Company will be successful in developing and marketing products or
services that respond to technological changes or evolving industry standards, that the Company will not experience difficulties that could delay or prevent the successful development, introduction
and marketing of new products or services, or that its new products or services will adequately meet the requirements of the marketplace and achieve market acceptance. If the Company is unable, for
technological or other reasons, to develop and introduce new products or services in a timely manner in response to changing market conditions or customer requirements, the Company's business,
operating results and financial condition will be materially and adversely affected.

Dependence on Proprietary Technology

The Company's success depends significantly upon its proprietary technology. The Company currently relies on a combination of patent, copyright and trademark
laws, trade secrets, confidentiality agreements and contractual provisions to protect its proprietary rights. The Company seeks to protect its software, documentation and other written materials under
trade secret and copyright laws, which afford only limited protection. The Company has registered its FORTEL and SightLine trademarks and will continue to evaluate the registration of additional
trademarks as appropriate. The Company generally enters into confidentiality agreements with its employees and with key vendors and suppliers. The Company currently holds a United States patent on one
of its software technologies. There can be no assurance that this patent will provide the Company with any competitive advantages or will not be challenged by third parties, or that the patents of
others will not have a material adverse effect on the Company's ability to do business. The Company believes that the rapidly changing technology in the computer industry makes the Company's success
depend more on the technical competence and creative skills of its personnel than on patents.

There
has also been substantial litigation in the computer industry regarding intellectual property rights, and litigation may be necessary to protect the Company's proprietary
technology. The Company has not received significant claims that it is infringing third parties' intellectual property rights, but there can be no assurance that third parties will not in the future
claim infringement by the Company with respect to current or future products, trademarks or other proprietary rights.

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The
Company expects that companies in its markets will increasingly be subject to infringement claims as the number of products and competitors in the Company's target markets grows. Any
such claims or litigation may be time consuming and costly, cause product shipment delays, require the Company to redesign its products or require the Company to enter into royalty or licensing
agreements, any of which could have a material adverse effect on the Company's business, operating results or financial condition. Despite the Company's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of the Company's products or to obtain and use information that the Company regards as proprietary. There can be no assurance that the Company's means
of protecting its proprietary rights will be adequate or that the Company's competitors will not independently develop similar technology, duplicate the Company's products or design around patents
issued to the Company or other intellectual property rights of the Company.

Product Liability

The Company's agreements with its customers typically contain provisions intended to limit the Company's exposure to potential product liability claims. It is
possible that the limitation of liability provisions contained in the Company's agreements may not be effective. Although the Company has not received any product liability claims to date, the sale
and support of products by the Company and the incorporation of products from other companies may entail the risk of such claims. A successful product liability claim against the Company could have a
material adverse effect on the Company's business, operating results and financial condition.

International Sales and Operations

Sales to customers outside the United States have accounted for significant portions of the Company's net sales. The Company currently has offices in and is
operating in the United Kingdom, The Netherlands, Switzerland, Germany, and France. International sales pose certain risks not faced by companies that limit themselves to domestic sales. Fluctuations
in the value of foreign currencies relative to the U.S. dollar, for example, could make the Company's products less price competitive. International sales could be adversely affected by factors beyond
the Company's control, including the imposition of government controls, export license requirements, restrictions on technology exports, changes in tariffs and taxes and general economic and political
conditions. The laws of some countries do not protect the Company's intellectual property rights to the same extent as the laws of the United States. The Company does not believe these additional
risks are significant in the United Kingdom, The Netherlands, Germany, France or in Switzerland.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company has considered the provisions of Financial Reporting Release No. 48, "Disclosure of Accounting Policies for Derivative Financial Instruments
and Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative Information about Market Risk Inherent in Derivative Financial Instruments, Other Financial Instruments and
Derivative Commodity Instruments". The
Company had no holdings of derivative financial or commodity instruments at March 31, 2002. A review of other financial instruments and risk exposures at that date revealed the Company did not
have exposure to interest rate risk.

The
Company sells it products worldwide. Consequently, the financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions
in foreign markets. Because a major portion of the Company's revenue is currently denominated in U.S. Dollars, a strengthening of the dollar could make the Company's products less competitive in
foreign markets.

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PART II. OTHER INFORMATION

|Item 1. | Legal Proceedings                                  
|------- | ---------------------------------------------------
|        | None                                               
|Item 2. | Changes in Securities                              
|        | None                                               
|Item 3. | Defaults Upon Senior Securities                    
|        | None                                               
|Item 4. | Submission of Matters to a Vote of Security Holders

The
Company did not submit any matters to a vote of security holders during the second quarter of the fiscal year ending March 31, 2002.

|Item 5. | Other Information               
|------- | --------------------------------
|        | None                            
|Item 6. | Exhibits and Reports on Form 8-K

| |  | (a) | Exhibits           
| |  | --- | -------------------
| |  |     | None               
| |  | (b) | Reports on Form 8-K
| |  |     | None               

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SIGNATURES

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

|                   |  | FORTEL INC.
|------------------ |  | -----------
|Date: May 15, 2002 |  | By:        

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