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



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FORM 10-KSB/A

|                                            |  |                                                                                         
|------------------------------------------- |  | ----------------------------------------------------------------------------------------
|x                                           |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                           
|For the fiscal year ended December 31, 2001
|                                           
|OR                                         
|                                           
|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 0-27574

POWERCERV CORPORATION
(Exact name of small business issuer as specified in its charter)

|                                                                       |  |                                                
|---------------------------------------------------------------------- |  | -----------------------------------------------
|FLORIDA
(State or other jurisdiction of
incorporation or organization) |  | 59-3350778
(I.R.S. Employer
Identification No.)

400 NORTH ASHLEY DRIVE, SUITE 2675, TAMPA, FLORIDA 33602
(Address of principal executive offices, including zip code)

(813) 226-2600
(Issuers telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: none
Securities registered pursuant to Section 12(g) of the Act: common stock,
par value $.001 per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for 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   x   No   o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-KSB.   o

The aggregate market value of the registrants voting stock held by
non-affiliates as of April 8, 2002 was approximately $607,028. There were
1,313,000 shares of the registrants common stock, par value $.001 per share,
outstanding on August 2, 2002.





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TABLE OF CONTENTS



|                       |  |  |  |  |  |  |  | 
|---------------------- |  |  |  |  |  |  |  | 
|AMENDMENT NO. 1       
|PART III              
|EXECUTIVE COMPENSATION
|STOCK OWNERSHIP       
|SIGNATURES            




AMENDMENT NO. 1

TO THE FORM 10-KSB FILED BY
POWERCERV CORPORATION ON APRIL 16, 2002


The following items were omitted from the Form 10-KSB filed by PowerCerv
Corporation on April 16, 2002, and such Form 10-KSB is hereby amended to
include Part III as set forth below.




PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Set forth below is certain information as of June 30, 2002, concerning
PowerCervs executive officers and directors.

|                   |  |                                                |  |     |    |          |  |  |      | 
|------------------ |  | ---------------------------------------------- |  | --- | -- | -------- |  |  | ---- | 
|Name               |  | Position(s)                                    |  | Age |    | Director
|                   |  |                                                |  |     |    |         
|Marc J. Fratello   |  | Chairman, Chief Executive Officer
and Director |  |     | 44 |          |  |  | 1992 | 
|Aria L. Siplin     |  | Chief Financial Officer                        |  |     | 31 |          |  |  |     | 
|Scott Galloway     |  | Senior Vice President of Operations            |  |     | 41 |          |  |  |     | 
|Richard L. Poggi   |  | Vice President of Sales                        |  |     | 36 |          |  |  |     | 
|Steven Nichols     |  | Vice President of Human Resources              |  |     | 47 |          |  |  |     | 
|John S. McMullen   |  | Vice Chairman and Director                     |  |     | 58 |          |  |  | 2001 | 
|Roy E. Crippen III |  | Director                                       |  |     | 42 |          |  |  | 1992 | 
|O.G. Greene        |  | Director                                       |  |     | 60 |          |  |  | 1996 | 

MARC J. FRATELLO has served as a director of PowerCerv since its inception
in 1992 and as President from PowerCervs inception until March 1998. Mr.
Fratello also served as PowerCervs Chief Operating Officer from December 1995
until December 1997, as Chief Executive Officer from January 1998 to January
2000 and from July 2000 to present and as Chairman since January 1, 1998.
Before founding PowerCerv in 1992, Mr. Fratello spent 10 years at Unisys
Corporation. The last position Mr. Fratello held with Unisys was Director,
CASE/4GL Products. Mr. Fratello earned a Bachelor of Science degree from
Franklin and Marshall College and a Masters degree in Business Administration
from the University of Pennsylvanias Wharton School. Mr. Fratello is the
first cousin of Mr. Poggi, who is PowerCervs Vice President of Sales.

ARIA L. SIPLIN has served as Chief Financial Officer of PowerCerv since
October 2001. Ms. Siplin joined PowerCerv in March 1998 as the Accounting
Manager. Ms. Siplin has since served as Controller and Chief Accounting
Officer. Before joining PowerCerv, Ms. Siplin served as a Senior Auditor at
PricewaterhouseCoopers LLP from September 1994 to March 1998.

JOHN S. MCMULLEN has served as Vice Chairman and director of PowerCerv
since September 2001. Mr. McMullen is also the director of publicly-held
Insurance Management Solutions Group, Inc. and both treasurer and director of
Merchants Association of Florida, Inc. Mr. McMullen served as President and
CEO of Florida bank from April 1992 to March 1999, when he retired.

ROY E. CRIPPEN, III has served as a director of PowerCerv since its
inception in 1992. In April 1999, Mr. Crippen became the President, Chief





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Operating Officer and a director of digital fusion, inc. (formerly known as
R.O.I. Consulting, Inc.), a privately-held consulting services company which,
on March 31, 1999, purchased the net assets of PowerCervs general consulting
and general education businesses. On March 2, 2000, IBS Interactive Inc., a
provider of internet and information technology services, acquired all of the
outstanding capital stock of digital fusion pursuant to a merger. Mr. Crippen
has served as Chief Operating Officer of IBS Interactive since the consummation
of the merger and as its President since October 2000. From April 1992 to March
1999, Mr. Crippen served in various executive management roles with PowerCerv
including Executive Vice President (1992  1998), Chief Technology Officer
(1992  1999), Acting President and Chief Operating Officer (1998), and Vice
Chairman (1998  1999). In accordance with Mr. Crippens Termination Agreement
with PowerCerv, Mr. Crippen shall be nominated for election to PowerCervs
board of directors as long as Mr. Crippen holds at least 2.89% of PowerCervs
common stock.

SCOTT GALLOWAY has served as Senior Vice President of Operations since
January 2002. Mr. Galloway also served as Senior Vice President of Products &
Marketing from January 2001 to December 2001, as PowerCervs Vice President of
Product Marketing-ERP Solutions, from January 1999 to January 2001, and as
PowerCervs Director of Application Sales & Marketing from January 1995 to
January 1999.

RICHARD L. POGGI has served as Vice President of Sales of PowerCerv since
January 2001. Mr. Poggi also served as PowerCervs Regional Sales Manager for
the Northeast from March 1997 to January 2001. Prior to joining PowerCerv,
between 1994 and 1997, Mr. Poggi served as a Business Development Manager for
TJI Lighting, a regional manufacturers representative firm specializing in
specification and sales of commercial and industrial lighting fixtures and
applications. Mr. Poggi is the first cousin of Mr. Fratello, PowerCervs
Chairman and Chief Executive Officer.

STEVEN NICHOLS has served as Vice President of Human Resources since
December 2001. Mr. Nichols also served as PowerCervs Director of Human
Resources from August 1995 to December 2001. Prior to joining PowerCerv, Mr.
Nichols was Director of Human Resources for a Tampa-based data
telecommunications company. He holds a bachelors degree in Management and a
Masters degree in Business Administration.

O. G. GREENE has served as a director of PowerCerv since October 1996.
Mr. Greene has served as the CEO of Skylight Financial Inc since August 2001.
Mr. Greene served as the Chief Executive Officer of Speer Communications, a
Nashville, Tennessee provider of information and media services on an
out-source basis, from March 1998 to April 1999. From June 1995 to March 1998,
Mr. Greene served as President and Chief Executive Officer of GridNet
International LLC, an enhanced service provider in the telecommunications
industry located in Atlanta, Georgia. From May 1992 to June 1995, Mr. Greene
was the Executive Vice President and Chief Operating Officer of First Financial
Management Corporation, a firm providing payment systems services to the credit
card, check and health care industries in Atlanta. From February 1991 to May
1992, Mr. Greene was the President and CEO of National Data Corporation, a firm
providing payment systems services to the credit card, check and health care
industries in Atlanta. Mr. Greene also is on the board of directors of digital
fusion in Tampa, Florida and PreSolutions Inc in Atlanta, GA.





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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under U.S. securities laws, directors, executive officers and persons
holding more than 10% of PowerCervs common stock must report their initial
ownership of the common stock and any changes in that ownership to the SEC. The
SEC has designated specific due dates for these reports and PowerCerv must
identify in this 10-KSB/A those persons who did not file these reports when
due. PowerCerv is in the process of identifying those directors and
executive officers that may have failed to timely file their Forms 3,
4 or 5 and will update its findings in the next proxy filing.

ITEM 10.   EXECUTIVE COMPENSATION




EXECUTIVE COMPENSATION

The following table presents certain information concerning the total
compensation earned by or paid to during the three fiscal years ended December
31, 2001: (1) the Chief Executive Officer of PowerCerv (2) each of the four
other most highly compensated executive officers of PowerCerv during the last
fiscal year and (3) one other former executive officer who would have been
among the most highly compensated executive officer if he had been as such at
the end of the last fiscal year (collectively, the Named Executive Officers).

SUMMARY COMPENSATION TABLE(1)

|                   |                    |      |      |            |  |           |                     |              |           |                    |        |              |  |  |   |           |  |  |        |        |  |  |   |       | 
|------------------ | ------------------ | ---- | ---- | ---------- |  | --------- | ------------------- | ------------ | --------- | ------------------ | ------ | ------------ |  |  | - | --------- |  |  | ------ | ------ |  |  | - | ----- | 
|                   |                    |      |      |            |  |           | Annual Compensation |              | Long Term
|                   |                    |      |      |            |  |           |                     |              |          
|Name and Principal |                    |      |      |            |  |           |                     |              |           | Other Annual       |        |              |  |  |   | All Other
|Position           |                    | Year |      | Salary (2) |  | Bonus (3) |                     | Compensation |           | Underlying Options |        | Compensation
|                   |                    |      |      |            |  |           |                     |              |           |                    |        |             
|Marc J. Fratello   |                    |      | 2001 |            |  |           | 144,667             |              |           |                    | 0      |              |  |  | 0 |           |  |  | 11,111 |        |  |  | 0 |      
|                   | Chairman and Chief |      |      | 2000       |  |           |                     | 215,625      |           |                    |        | 20,000       |  |  |   | 0         |  |  |        | 5,556  |  |  |   | 1,140 | 
|                   | Executive Officer  |      |      | 1999       |  |           |                     | 250,000      |           |                    |        | 0            |  |  |   | 0         |  |  |        | 13,889 |  |  |   | 2,450 | 
|Lawrence Alves (4) |                    |      | 2001 |            |  |           | 95,996              |              |           |                    | 0      |              |  |  | 0 |           |  |  | 5,334  |        |  |  | 0 |      
|                   |                    |      | 2000 |            |  |           | 115,000             |              |           |                    | 10,000 |              |  |  | 0 |           |  |  | 5,555  |        |  |  | 0 |      
|Ira Herman (5)     |                    |      | 2001 |            |  |           | 145,333             |              |           |                    | 0      |              |  |  | 0 |           |  |  | 8,000  |        |  |  | 0 |      
|                   |                    |      | 2000 |            |  |           | 160,000             |              |           |                    | 35,000 |              |  |  | 0 |           |  |  | 4,444  |        |  |  | 0 |      
|Scott Galloway     |                    |      | 2001 |            |  |           | 114,500             |              |           |                    | 17,114 |              |  |  | 0 |           |  |  | 6,888  |        |  |  | 0 |      
|Richard L. Poggi   |                    |      | 2001 |            |  |           | 130,617             |              |           |                    | 17,114 |              |  |  | 0 |           |  |  | 8,667  |        |  |  | 0 |      
|Aria L. Siplin     |                    |      | 2001 |            |  |           | 81,667              |              |           |                    | 0      |              |  |  | 0 |           |  |  | 1,111  |        |  |  | 0 |      



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|(1) |  | The aggregate amount of prerequisites and other personal benefits, if
any, did not exceed the lesser of $50,000 or 10% of the total amount salary
and bonus beyond for each Named Executive Officer and has therefore been
omitted.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes any amount deferred by the Named Executive Officers pursuant to
PowerCervs 401(k) Plan.                                                                                                                                  
|   
|(3) |  | Bonuses are reported in the year earned, even if actually paid in a
subsequent year.                                                                                                                                               





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|(4) |  | Mr. Alves joined PowerCerv in June 1999 and his employment terminated in
October 2001.
|--- |  | --------------------------------------------------------------------------------------
|   
|(5) |  | Mr. Hermans employment with PowerCerv terminated as of December 31, 2001.            

OPTION GRANTS DURING FISCAL YEAR 2001

The following table sets forth certain information concerning grants of
stock options to each of the Named Executive Officers of PowerCerv during the
fiscal year ended December 31, 2001.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

|                      |  |                     |        |                     |  |                    |      |                 |  |   |        |  |  |  |            | 
|--------------------- |  | ------------------- | ------ | ------------------- |  | ------------------ | ---- | --------------- |  | - | ------ |  |  |  | ---------- | 
|                      |  | Number of Shares of |        | % of Total Options  | 
|                      |  | Common Stock        |        | Granted to          |  |                    |      |                 |  |   |        | 
|                      |  | Underlying Options  |        | Employees in Fiscal |  | Exercise Price per
|Name                  |  | Granted (1)         |        | Year                |  | Shares             |      | Expiration Date
|                      |  |                     |        |                     |  |                    |      |                
|Marc J. Fratello (2)  |  |                     | 11,111 |                     |  |                    | 11.5 |                 |  | $ | 3.3750 |  |  |  | 01/16/2011 | 
|Lawrence J. Alves (3) |  |                     | 2,778  |                     |  |                    | 2.9  |                 |  |   | 1.9710 |  |  |  | 1/2/2011   | 
|                      |  |                     | 2,556  |                     |  |                    | 2.7  |                 |  |   | 3.3750 |  |  |  | 1/16/2011  | 
|Aria L. Siplin (4)    |  |                     | 1,111  |                     |  |                    | 1.2  |                 |  |   | 1.9710 |  |  |  | 1/2/2011   | 
|Ira Herman (5)        |  |                     | 4,444  |                     |  |                    | 4.6  |                 |  |   | 1.9710 |  |  |  | 1/2/2011   | 
|                      |  |                     | 3,556  |                     |  |                    | 3.7  |                 |  |   | 3.3750 |  |  |  | 1/16/2011  | 
|Scott Galloway (6)    |  |                     | 5,555  |                     |  |                    | 5.8  |                 |  |   | 1.9710 |  |  |  | 1/2/2011   | 
|                      |  |                     | 1,333  |                     |  |                    | 1.4  |                 |  |   | 3.3750 |  |  |  | 1/16/2011  | 
|Richard L. Poggi (7)  |  |                     | 5,556  |                     |  |                    | 5.8  |                 |  |   | 1.9710 |  |  |  | 1/2/2011   | 
|                      |  |                     | 3,111  |                     |  |                    | 3.2  |                 |  |   | 3.3750 |  |  |  | 1/16/2011  | 



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|(1) |  | All options granted to the Named Executive Officers were granted in 2001
pursuant to the Stock Option Plan (as defined herein) and are subject to
the terms of such plan.                                                                                             
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | These options vested on January 16, 2002.                                                                                                                                                                                                                             
|   
|(3) |  | 2,778 of these options will vest by January 2, 2003 and 2,556 of these
options will vest by January 16, 2002, as long as the optionee
maintains continuous employment with PowerCerv. Mr. Alves employment
terminated in October 2001.                               
|   
|(4) |  | These options will vest on January 2, 2003, as long as the optionee
maintains continuous employment with PowerCerv.                                                                                                                                                   
|   
|(5) |  | 4,444 of these options will vest on January 2, 2003 and 3,556 of these
options will vest on January 16, 2002, as long as the optionee maintains
continuous employment with PowerCerv. Mr. Hermans employment with
PowerCerv terminated as of December 31, 2001.      
|   
|(6) |  | 5,423 of these options vest on January 2, 2003, 132 of these options vest
on July 2, 2001, 111 of these options vest on January 16, 2002 and 1,222
of these options vest on December 16, 2001, as long as the optionee
maintains continuous employment with PowerCerv.
|   
|(7) |  | 5,556 of these options vest on January 2, 2003 and 3,111 of these options
vested on January 16,2002 as long as the optionee maintains continuous
employment with PowerCerv.                                                                                           





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AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth certain information concerning the exercise
of options during the fiscal year ended December 31, 2001, and the aggregate
value of unexercised options at December 31, 2001, for each of the Named
Executive Officers. PowerCerv does not have any outstanding stock appreciation
rights.

|                  |  |                    |   |          |  |                   |   |                     |  |               |        |                      |  |                 |        |  |  |   |   |  |  |   |   | 
|----------------- |  | ------------------ | - | -------- |  | ----------------- | - | ------------------- |  | ------------- | ------ | -------------------- |  | --------------- | ------ |  |  | - | - |  |  | - | - | 
|                  |  |                    |   |          |  | Number of         |   |                     |  |               |        |                      |  |                 |        |  |  |   |   |  |  |  
|                  |  |                    |   |          |  | Securities        |   |                     |  |               |        | Unexercised          |  | In-the-Money at
|                  |  |                    |   |          |  | Underlying Value  |   | Unexercised Options |  | Options       |        | December 31, 2001(2)
|                  |  | Shares Acquired on |   | Realized |  | December 31, 2001 |   | December 31, 2001   |  | Exercisable /
|Name              |  | Exercise (1)       |   | ($) (2)  |  | Exercisable       |   | Unexercisable       |  | Unexercisable
|                  |  |                    |   |          |  |                   |   |                     |  |              
|Marc J. Fratello  |  |                    | 0 |          |  |                   | 0 |                     |  |               | 49,074 |                      |  |                 | 3,704  |  |  | $ | 0 |  |  | $ | 0 | 
|Lawrence J. Alves |  |                    | 0 |          |  |                   | 0 |                     |  |               | 0      |                      |  |                 | 0      |  |  | $ | 0 |  |  | $ | 0 | 
|Ira Herman        |  |                    | 0 |          |  |                   | 0 |                     |  |               | 33,259 |                      |  |                 | 8,630  |  |  | $ | 0 |  |  | $ | 0 | 
|Richard L. Poggi  |  |                    | 0 |          |  |                   | 0 |                     |  |               | 12,248 |                      |  |                 | 9,169  |  |  | $ | 0 |  |  | $ | 0 | 
|Scott Galloway    |  |                    | 0 |          |  |                   | 0 |                     |  |               | 19,455 |                      |  |                 | 11,878 |  |  | $ | 0 |  |  | $ | 0 | 
|Aria L. Siplin    |  |                    | 0 |          |  |                   | 0 |                     |  |               | 4,163  |                      |  |                 | 2,976  |  |  | $ | 0 |  |  | $ | 0 | 



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|(1) |  | The closing price for PowerCervs common stock as reported on the OTC
Market on December 31, 2001 was $0.6400.                                                                                                                           
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Value realized is calculated based on the difference between the option
exercise price and the closing market price of PowerCervs common stock on the
date of exercise multiplied by the number of shares to which the exercise
relates.

EMPLOYMENT AGREEMENTS

Effective April 10, 1997, Marc J. Fratello entered into an Employment,
Non-competition, Development and Confidentiality Agreement with PowerCerv. This
agreement is for one year plus renewable one-year extensions subject to either
PowerCervs or Mr. Fratellos right of cancellation. This agreement also
provides certain piggyback registration rights to Mr. Fratello. In addition,
PowerCerv agreed to pay Mr. Fratello 24 months of severance pay at $12,500 per
month for a total of $300,000, if his employment is terminated (1) by mutual
agreement of Mr. Fratello and PowerCerv, (2) by either party after the
agreements twelve month term has elapsed, (3) by PowerCerv following a
disability determination of Mr. Fratello, or following PowerCervs early
termination of the agreement on certain notice or (4) by Mr. Fratello if
PowerCerv breaches the agreement, upon certain changes of control of PowerCerv,
or following Mr. Fratellos formal notice of termination after April 1998. This
agreement also contains a one-year non-compete provision following its
expiration or earlier termination. In January 1999, the Compensation Committee
established Mr. Fratellos base salary at $250,000, his target annual bonus up
to $150,000 and granted him options for
125,000 shares of Common Stock under the Stock Option Plan, which were vested
on December 31, 2001.

Effective
April 7, 1998, Ira Herman entered into an Employment Agreement with PowerCerv. Mr. Hermans employment agreement automatically
renewed on April 30, 1999 for a term expiring on December 31, 2000. As of
December 31, 2000, Mr. Hermans employment agreement automatically renews for





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##### 



successive one-year terms unless terminated by either party. The agreement
provides for an annual base salary of $125,000, subject to review on an annual
basis by PowerCervs Compensation Committee, and an annual target bonus of up
to $125,000 based on PowerCerv achieving certain revenue and operating income
targets, which are set by PowerCervs board and certain other subjective
criteria. Mr. Hermans employment agreement also provides for the grant of
non-qualified options to purchase up to 215,000 shares of PowerCervs common
stock on the effective date of his employment agreement, subject to vesting
schedules described in the agreement. In addition, PowerCerv agrees to make a
payment to Mr. Herman equal to his annual base salary (payable in twelve
monthly installments) and to vest certain stock options as follows: (a) if
PowerCerv is merged, consolidated, acquired, sold, liquidated or disposes of
substantially all of its business or assets and Mr. Herman is not offered at
least a comparable position with similar or better pay, (b) if PowerCev
terminates Mr. Herman without cause or (c) if Mr. Herman terminates the
agreement because PowerCerv has materially reduced his title or
responsibilities, provided that he is not in breach and does not
subsequently breach certain provisions of his employment agreement, including a
non-compete agreement, which survives for one year following his termination.
Mr. Hermans employment agreement expired on its own terms on December 31,
2001.

COMPENSATION OF DIRECTORS

Directors who are not employees of PowerCerv were paid $1,000 for each
Board meeting attended, however, the Board voted to suspend payments in October
2001 until further notice. During 2001, O.G. Greene, a non-employee director,
also received an option to purchase 1,667 shares of PowerCervs common stock
pursuant to PowerCervs 1995 Stock Option Plan (the Stock Option Plan), which
vest ratably over twelve months and have an exercise price equal to the fair
market value on the day of grant. All non-employee directors also receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of PowerCervs Board. No director who is an employee of PowerCerv
receives separate compensation for services rendered as a
director.

During 2001, John S. McMullen received $4,000 in consulting fees and
$12,000 in salary compensation for his role as Vice Chairman.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




STOCK OWNERSHIP

The following table sets forth, as of June 30, 2002, information as to
PowerCervs common stock beneficially owned by: (i) each director of
PowerCerv,(ii) each executive officer named in the Summary Compensation Table,
(iii) all directors and executive officers of PowerCerv as a group and (iv) any
person who is known by PowerCerv to be the beneficial owner of more than 5% of
the outstanding shares of common stock.





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##### 



|                                                                |  |                      |         |         |  |  |      |  
|--------------------------------------------------------------- |  | -------------------- | ------- | ------- |  |  | ---- | -
|                                                                |  | Amount and Nature of |         |         |  | 
|Name of Beneficial Owner (1)                                    |  | Beneficial Ownership |         | Percent
|                                                                |  |                      |         |        
|DIRECTORS AND EXECUTIVE OFFICERS                                |  |                      |         |         |  |  |      |  
|Marc J. Fratello (2)                                            |  |                      | 348,456 |         |  |  | 25.6 | %
|Lawrence J. Alves                                               |  |                      | 1,111   |         |  |  | *    |  
|Aria L. Siplin (3)                                              |  |                      | 6,666   |         |  |  | *    |  
|Ira Herman                                                      |  |                      | 0       |         |  |  | *    |  
|Scott Galloway (4)                                              |  |                      | 28,159  |         |  |  | 2.1  | %
|Richard L. Poggi (5)                                            |  |                      | 18,249  |         |  |  | 1.4  | %
|John S. McMullen                                                |  |                      | 34,092  |         |  |  | 2.6  | %
|Roy E. Crippen III (6)                                          |  |                      | 170,972 |         |  |  | 12.8 | %
|O.G. Greene (7)                                                 |  |                      | 6,334   |         |  |  | *    |  
|All directors and executive officers
As a group (10 persons)(8) |  |                      | 626,122 |         |  |  | 42.9 | %
|5%
Shareholders
Dimensional Fund Advisors Inc. (9)              |  |                      | 92,151  |         |  |  | 7.0  | %



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|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | The business address for Messrs. Fratello, Galloway, Poggi, Crippen,
McMullen, Greene and Ms. Siplin is c/o PowerCerv Corporation, 400 North Ashley
Drive, Suite 2675, Tampa, Florida 33602. The business address for Mr. Alves is
2339 Palm Springs Ct, Spring Hill, Florida 34606. The business address for Mr.
Herman is 402 Tomahawk Trail, Brandon, Florida 33511. The business address for
Dimensional Fund Advisors Inc. is 1299 Ocean Avenue,11th Floor, Santa Monica,
California 90401.
|   
|(2) |  | Includes 297,067 shares held by M.J.F. Limited Partnership, a Nevada
limited partnership in which Mr. Fratello is the limited partner and a
Nevada corporation, of which he is the sole shareholder and director, is
the general partner, and 51,389 shares that are subject to stock
options that are exercisable within 60 days of June 30, 2002.                                                                                                                                             
|   
|(3) |  | Includes 6,666 shares that are subject to stock options that are
exercisable within 60 days of June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(4) |  | Includes 28,159 shares that are subject to stock options that are
exercisable within 60 days of June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(5) |  | Includes 18,249 shares that are subject to stock options that are
exercisable within 60 days of June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(6) |  | Includes 148,750 shares held by R.C.F. Company Limited Partnership, a
Nevada limited partnership in which Mr. Crippen is the limited partner and a
Nevada corporation, of which he is the sole shareholder and director, is the
general partner, and 22,222 shares that are subject to stock options
exercisable within 60 days of June 30, 2002.                                                                                                                                               
|   
|(7) |  | Includes 6,334 shares that are subject to stock options that are
exercisable within 60 days of June 30, 2002.                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(8) |  | Includes 12,083 shares that are subject to stock options exercisable within
60 days of June 30, 2002 held by one other executive officer. Also includes
133,019 shares that are subject to stock options exercisable within 60 days of
June 30, 2002 held by the Named Executive Officers and directors (see footnotes
2-7 above).                                                                                                                                                              
|   
|(9) |  | The number of shares shown in the table is based upon an amendment to a
Schedule 13G filed with the SEC on February 12, 2002.                                                                                                                                                                                                                                                                                                                                                                   





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##### 



The following table sets forth, as of June 30, 2002, information as to
PowerCervs preferred stock beneficially owned by: (i) each director of
PowerCerv,(ii) each executive officer named in the Summary Compensation Table,
(iii) all directors and executive officers of PowerCerv as a group and (iv)
any person who is known by PowerCerv to be the beneficial owner of more than 5%
of the outstanding shares of preferred stock.

|                                                             |  |                      |         |         |  |  |      |  
|------------------------------------------------------------ |  | -------------------- | ------- | ------- |  |  | ---- | -
|                                                             |  | Amount and Nature of |         |         |  | 
|Name of Beneficial Owner (1)                                 |  | Beneficial Ownership |         | Percent
|                                                             |  |                      |         |        
|DIRECTORS AND EXECUTIVE OFFICERS                             |  |                      |         |         |  |  |      |  
|Marc J. Fratello                                             |  |                      | 100,000 |         |  |  | 9.80 | %
|Lawrence J. Alves                                            |  |                      | 0       |         |  |  | *    |  
|Aria L. Siplin                                               |  |                      | 0       |         |  |  | *    |  
|Ira Herman                                                   |  |                      | 0       |         |  |  | *    |  
|Scott Galloway                                               |  |                      | 0       |         |  |  | *    |  
|Richard L. Poggi                                             |  |                      | 0       |         |  |  | *    |  
|John S. McMullen                                             |  |                      | 522,000 |         |  |  | 51.1 | %
|Roy E. Crippen III                                           |  |                      | 25,000  |         |  |  | 2.40 | %
|O.G. Greene                                                  |  |                      | 0       |         |  |  | *    |  
|All directors and executive officers
As a group (10 persons) |  |                      | 647,000 |         |  |  | 63.3 | %
|                                                            
|5%
Shareholders:                                            
|K.C. Craichy                                                 |  |                      | 100,000 |         |  |  | 9.80 | %
|Chris A. Peifer                                              |  |                      | 100,000 |         |  |  | 9.80 | %



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|*   |  | Less than 1%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | The business address for Messrs. Fratello, Galloway, Poggi,
Crippen, McMullen, Greene and Ms. Siplin is c/o PowerCerv Corporation,
400 North Ashley Drive, Suite 2675, Tampa, Florida 33602. The business
address for Mr. Alves is 2339 Palm Springs Ct, Spring Hill, Florida
34606. The business address for Mr. Herman is 402 Tomahawk Trail,
Brandon, Florida 33511. The business address for K.C. Craichy is P.O.
Box 1038, Tampa, Florida 33601. The business address for Chris A.
Peifer is 16308 Villarreal de Avila, Tampa, Florida 33613.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Fratello, the Chairman of PowerCerv, served the board of directors of
Software Business Technologies, Inc. (SBT) from September 1996 to the first
quarter of 2000. Mr. Davies, a former PowerCerv director, served as Chairman
and Chief Executive Officer of SBT from June 1980 to August 2000. In December
1996, PowerCerv purchased a five-percent ownership interest in SBT for $1.5
million. During 1997, PowerCerv provided approximately $8,300 of technical
services to SBT and amended its June 1996 partnering agreement (the Partnering
Agreement) by expanding the OEM license rights for a license fee of $250,000.
This 1997 amendment also provided evaluation license rights to other
application products of PowerCerv and reduced the total royalties due under the
Partnering Agreement to $1.75 million from $2 million. In 1998, PowerCerv
further amended its Partnering Agreement, expanding certain rights of SBT,
eliminating future royalties, and providing for additional license payments in
1998 totaling $825,000. Also during 1998,PowerCerv received approximately
$17,000 in royalty and service payments from SBT under the Partnering
Agreement, as amended. Separately, in 1998, PowerCerv expanded its rights to
exercise its put options on its shares of preferred stock of SBT and
exercised its option on 98,232 shares for $500,000. During 1999, PowerCerv
further amended the Partnering Agreement by expanding the license rights of SBT
for additional license payments of $350,000. PowerCerv exercised its remaining
put options on 196,679 shares of SBT preferred stock in June 2000.





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##### 



On March 31, 1999, pursuant to an asset purchase agreement dated March 30,
1999, PowerCerv sold the net assets of its general consulting group and general
education group to digital fusion, inc. (formerly known as ROI
Consulting, Inc.). digital fusion paid part of the purchase price under the
asset purchase agreement in the form of a promissory note in the principal
amount of $827,500 payable in equal, quarterly installments beginning December
31, 2000 and bearing interest at a rate of 4.56% per year. On March 2, 2000,
IBS Interactive, Inc. acquired all of the outstanding capital stock of digital
fusion pursuant to a merger. During 2001 and 2000, payments to PowerCerv on the
note equaled approximately $250,120 and $62,530, respectively. Mr. Crippen, who
served as director, Vice Chairman and Chief Technology Officer of PowerCerv
from 1992 until his resignation as Vice Chairman and Chief Technology Officer
of PowerCerv on March 31, 1999, serves as President and Chief Operating Officer
of IBS Interactive. Mr. Crippen remains a director of PowerCerv.

On September 30, 1999, PowerCerv entered into an amendment to an OEM
Agreement with digital fusion, dated March 31, 1999, whereby digital fusion is
obligated to pay PowerCerv a nonrefundable license fee for the use of certain
of PowerCervs software. The amount of the license fee pursuant to the
amendment is $350,000, which is to be paid as follows: $50, 000 on or before
November 30, 1999; $10,000 on or before March 31, 2000; $100,000 on or before
June 30, 2000 and $100,000 on or before September 30, 2000. On September 29,
2000, PowerCerv entered into a second amendment with digital fusion to the OEM
Agreement described above whereby digital fusion licensed additional software.
Pursuant to that second amendment, digital fusion shall pay PowerCerv a
nonrefundable license fee of $350,000 payable as follows: $140,000 at the time
of execution of the amendment, $105,000 by December 31, 2000, and $105,000 by
March 31, 2001. The second amendment terminated any further royalty due
PowerCerv for the sale of software licensed to digital fusion pursuant to the
amendment dated September 30, 1999.





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##### 






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Tampa, State of Florida, on August 6, 2002.

| |  |                       |  |                                                                              
| |  | --------------------- |  | -----------------------------------------------------------------------------
| |  | POWERCERV CORPORATION
|
| |  | By:                   |  | /s/ Marc J. Fratello                                                         
| |  |                       |  |                                                                              
| |  |                       |  | Marc J. Fratello
President, Chief Executive Officer And
Chairman of the Board