SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1933

For the fiscal year ended December 31, 2000

Commission file number 028238

iGENISYS,
INC.

|Colorado(State or other jurisdiction
      of incorporation or organization) | 84-1485196I.R.S. Employer
      Identification number
|---------------------------------------------------------------------------- | -----------------------------------------------------

3200 Cherry Creek Drive South, Suite 430, Denver, Colorado
80209

Issuer's telephone number:(720) 570-2050

Securities registered under Section 12(b) of the Exchange Act:

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value

(Title of Class)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(s) of the Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year were $2,460,187.

The aggregate market value of the voting stock held by
non-affiliates as of September 12, 2001 was approximately $-0-, there being no
market for the common stock.

The number of shares outstanding of issuer's Common Stock,
$.001 par value, as of September 12, 2001 was 10,925,025.

Transitional Small Business Disclosure Format (Check one).
Yes [ ] No [X]

DOCUMENTS INCORPORATED BY REFERENCE

The Company hereby incorporates
herein by reference the following documents from the Company's Registration
Statement on Form SB-2/A, SEC File No. 333-90117 as filed with the Commission on
December 8, 2000:

Item 13.       Exhibits

| | 2.0   | Agreement Concerning the Exchange of Common Stock
      between Zion Enterprises, Inc. and GeniSys Information Systems, Inc. with
      exhibits
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | 3.1   | Amended and Restated Articles of Incorporation                                                                                                  
| | 3.2   | Bylaws                                                                                                                                          
| | 4.1   | Specimen Common Stock Certificate                                                                                                               
| | 4.2   | Specimen Warrant Certificate                                                                                                                    
| | 4.3   | Form of Subscription Agreement                                                                                                                  
| | 5.0   | Opinion of Neuman & Drennen, LLC                                                                                                                
| | 10.1  | 1999 Equity Incentive Plan                                                                                                                      
| | 10.2  | Computer Sciences Corporation/IRS Prime Subcontract
      Agreement                                                                             
| | 10.3  | Arthur Andersen, LLP Subcontract Agreement for Chem
      Demil                                                                                 
| | 10.4  | Arthur Andersen, LLP Subcontract Agreement for Air
      Products, Inc.                                                                         
| | 10.5  | Consulting and Software License Agreement with Kinkos,
      Inc.                                                                               
| | 10.6  | Agreement with Cable Constructors, Inc. for Charter
      Communications, Inc.                                                                  
| | 10.7  | Agreement with Nivo International Corporation                                                                                                   
| | 10.8  | Proposal for Work with ABB Network Management                                                                                                   
| | 10.9  | Statement of Work Phase One for Charter Communications,
      Inc.                                                                              
| | 10.10 | Office Sublease with Old Republic National Title
      Insurance Company (Houston)                                                              
| | 10.11 | Koll Business Center Lease with John Hancock Mutual
      Life Insurance Company (Torrance, California)                                         
| | 10.12 | Revolving Loan Agreement with Guaranty Bank & Trust
      Company                                                                               
| | 10.13 | Employment Agreement with Cameron Kruse                                                                                                         
| | 10.14 | Employment Agreement with Craig Crawford                                                                                                        
| | 10.15 | Employment Agreement with Jeff Spencer                                                                                                          

PART I

DESCRIPTION OF BUSINESS

The
description of our business contained in this report applies to our operations
as they were conducted during the fiscal year ended March 31, 2001. Subsequent
to the end of our fiscal year, we closed our principal offices in Houston, Texas
and terminated all of our salaried employees except one, our President, Mr.
Bell. We are in the process of completing negotiations that will lead to an
arrangement pursuant to which we will outsource substantially all of our
software development and some of our marketing activities to a group comprised
of some of our former employees. It is our expectation that through this
arrangement we will continue to further develop and promote our project
management software and key strategic relationships.

Item 1.       General

Overview

Large
commercial and governmental entities have projects of all sizes and
descriptions, and we offer solutions to improve the management and control of
those projects. Whether it is the development of a new aircraft, the
construction of a major office building, a time-sensitive overhaul to a
petrochemical plant, or a major software development project, managers at all
levels need to monitor the progress of these projects, control their respective
costs, and be alerted when problems arise.

Our services
spanned a wide range of software development, project management and consulting
services. Our software development services have been provided across a range of
industries and have included everything from the integration of commercial
off-the-shelf software into existing platforms, to the development of new,
highly specialized software applications to better meet our clients' needs. Our
consulting services include completing detailed needs assessments and
independent risk assessments, construction oversight and project management
staffing and services.

We have
performed project and program management work for a diverse sampling of
government entities and companies, including: the United States Department of
Defense, United States Navy, United States Army, United States Air Force,
Kinko's, Lockheed Martin Corporation, AT&T Global Information Systems,
Motorola Satellite and Communications, Boeing Corporation, Hughes Aircraft,
Wal-Mart, Mobil Corporation and the City of San Antonio.

History

An
independent group of investors formed Zion Enterprises, Inc. in February 1996 as
a Colorado corporation. Zion was formed for the sole purpose of establishing a
widely held company that would subsequently seek a merger with another entity
that desired to merge into a public entity. Zion had no operations or business
activity and had never been subject to the reporting requirements of the
Securities Exchange Act of 1934. In March 1999, Zion acquired all of the
outstanding shares of the common stock of GeniSys in exchange for 75% of the
total issued and outstanding shares of Zion. Zion became the parent company of
GeniSys through this transaction. As a result of the transaction, the former
officers and directors of GeniSys assumed control of Zion and changed the name
to iGeniSys, Inc. The principals of GeniSys were aware that persons associated
with Zion either controlled or had access to people who controlled shell
corporations seeking a reverse merger transaction. The principals of GeniSys
believed that such a transaction would help them become a public company and, as
a result, improve their access to additional capital. The terms of the
transaction were negotiated at arm's length between Mr. Bell, as CEO of GeniSys
Information Systems, Inc., and principals of Zion Enterprises, Inc. No fairness
opinion was obtained for the transaction. As a result of the transaction, the
former shareholders, officers and directors of GeniSys Information Systems, Inc.
assumed control of us and changed our name to iGeniSys, Inc. GeniSys Information
Systems, Inc. was formed in March 1997 to pursue the development of software and
ancillary services relating to business systems generally and project management
and cost and risk analysis in particular. On the date of the transaction, its
assets consisted of strategic client relationships and software under
development.

Business strategy

Our mission
focused on creating new software tools utilizing the "World Wide Web"
and integrating with three dimensional, or 3D, technologies. Our business
strategy was to anticipate market needs and apply leading-edge information
technologies in combination with project management consulting to deliver
business solutions.

The software
that we have developed and will continue to develop on an outsource basis is
designed to facilitate the integration and management of project information
interrelating estimates, schedules, budgets, and project risk management. Our
software is designed to simplify data collection, integration and analysis, thus
allowing real-time comparison of actual performance data versus planned
schedules and budgets. Further, our software tools are expected to work in
conjunction with major project management software systems and are designed to
integrate with customers existing accounting systems to provide timely
management and cost information.

Business activities

We offer
services in three major business activities:

| | * | Project management software design, development,
      integration and implementation;
| | - | --------------------------------------------------------------------------------------
| | * | Business process improvement consulting; and                                          
| | * | Providing specialized technical assistance to the
      process industry.             

Business
project management software design, development, integration and implementation

Our products
are designed to work with major commercially available project management
software tools, to deliver to our customers the information necessary to execute
their tactical and strategic missions using the internet as a medium for
reporting. We believe that the most effective management occurs through having
current knowledge of the status of projects, for instance, current schedule or
budget status, as opposed to guessing what is happening and then determining
what went wrong after the fact. Our software enables customers to utilize data
currently in their project management systems in a new consolidated view over
the internet enabling them to make informed and prompt decisions relative to
their projects.

We are
currently working or have worked with major corporations, a number of whom are
in the Fortune 500, providing project management software solutions, and
services related to improving the efficiency and communications of their
existing project management applications. In many cases, we have been engaged to
enhance, integrate, and develop new software applications to better serve our
customers' requirements. Our work with customer's project management systems
gave our consultants insight into the voids in these systems, and we have used
this knowledge to assist us in developing and implementing new software tools to
fill these gaps.

Business
process improvement consulting

We were
working directly with clients and completing detailed project management needs
assessments, our consulting teams were able to provide a wide range of value
added business process services. These included assisting clients in
understanding where their own management systems are not meeting user needs.
Additionally, these engagements often required on-site assistance, including
on-site management, and regulatory compliance assistance. To this end, we have
had a history of assisting our clients in bringing their management systems into
compliance with the most stringent governmental or industry reporting
requirements. In the future, we expect to outsource most of these support
services, but may resume providing these services internally if we are
unsuccessful in developing these capabilities through contracted outsourcing
arrangements. We also hope to offer our clients training courses on the Internet
through outsourced arrangements.

Providing
specialized technical services to the process industry

We also
provided construction management and project management services and staffing to
a variety of industries. We performed these services primarily to expand our
contacts in the project management arena, and maintain our familiarity with the
issues faced by project management in the field and at headquarters. Among the
project management services provided have been construction management, project
engineering, planning and scheduling for new construction projects, turnarounds
and project management. In 1999, we completed a major project management
assignment for Coastal Aruba, N.V. on their $140 million expansion project. This
project involved establishing the management team, setting up a system for
tracking performance, and providing the executive project manager.

Software products

Nearly all of
our software products have been designed and developed through the
recognition of a broader need uncovered while completing field assignments. Our
design and development teams concentrated their efforts on providing easy to use,
flexible, solutions that provide key business information on a timely basis over
the internet. All of our products are integrated with Microsoft® products. The
following is a brief description of our current software products:

| | * | GeniSys Enterprise ManagerTM - GEMTMGEM is a project management tracking, updating and reporting tool enabling
      an organization to manage and monitor large projects across an enterprise
      using the Internet. This software in concert with Microsoft Project
      enables mission critical scheduling and planning information to be
      available to all levels of management through the Internet. It can be
      customized with additional integration programming to interface with
      legacy systems such as SAP, Oracle, J.D. Edwards and others. GEM was first
      commercially launched in June 2000 with the hope that it would become our
      flagship software product.  At the present time, there are no
      commercial GEM installations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Other software products. 
      In the past, we have developed and sold other software products including:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   | *     Visual
      Project ManagerTM*     GatekeeperTM*     GEM Web BuilderTM                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |   | At the present time, these
      software products are not being actively marketed or updated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Corporate relationships

We have
developed several business relationships that were significant contributors to
the development of our business, both directly, via business referrals, joint
projects and, indirectly, through the value of association.

| | Microsoft Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Previously, we were an authorized Microsoft Solution
      Provider. In addition, we were active with the Microsoft Project team in
      supporting design strategy for future releases, and assisted in the
      rollout of new versions of their project management products. The
      Microsoft relationship did not itself generate material fees or revenues.
      Nevertheless, we attributed our important relationships with the City of
      San Antonio, Charter Communications and Kinko's to our association with
      Microsoft.                                                                                                                                                                
| | Arthur Andersen, LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | We had a marketing alliance with Arthur Andersen and
      several subcontracts with their clients for software and services. Under
      this marketing arrangement and resulting subcontracts, Arthur Andersen
      made numerous client referrals to us including Air Products, Inc., Enron
      Energy Service, Inc., Kaiser-Hill, Rocky Flats, the U.S. Army Chemical
      Weapons Demilitarization Program and the U.S. Healthcare Finance
      Administration. In addition to these services for clients of Arthur
      Andersen, we also provided internal project management software, training
      and consulting to Arthur Andersen in several of their regional and
      international offices.

Since the
Company curtailed its operations, these corporate relationships have not been
actively promoted or maintained. It is uncertain whether they could be
reestablished in the future should we desire to resume internal marketing
efforts.

Markets

Over the past
decade there has been a tremendous change in the sophistication of project
management software. This gives the modern manager access to tools and reports
that were formerly unavailable to even the largest companies. With the dramatic
pace of business change, fueled by the expansion of the Internet, the project
management software industry segment has experienced tremendous growth. Through
direct marketing, the alliances we have already established, and future
collaborations and alliances, we believe our market share in products and
services can grow.

Business
managers are focusing on project management issues at the project level and at
the enterprise level. We see increased demand for project management software
tools that communicate transparently over the Internet to provide managers, at
all levels of the organization, with access to timely cost, budget and schedule
reports. This marketplace includes the federal government, state and local
governmental entities and any organization that manages large and/or diverse
projects. This would include, but not be limited to, large municipalities,
engineering and construction companies, aerospace, software development
companies, petrochemical producers, and oil and gas companies. Aggressive
marketing of our products and services combined with continued recruitment of
industry experts will require additional working capital which may not be
obtained in this offering.

Marketing and sales

Our marketing
efforts to date have been limited due to our lack of working capital. We have
relied on referrals from Arthur Andersen and Microsoft Corporation for over 75%
of our revenues since inception. Our marketing to date has been targeted toward
building these two relationships and attendance at conventions and trade shows.
Members of our management team were frequently invited to Microsoft and Arthur
Andersen to make presentations on project management issues to their customers
and clients. These presentations have provided the principal exposure of our
products and services to companies, organizations and governmental entities that
would have an interest in our solutions In addition, we have found that, once we
have established a relationship with a client, the client usually has ongoing
needs that require continued and follow up services as well as representing a
market for our product enhancements and upgrades. We want to maintain these
relationships for software sales in the future. Contracts currently in
negotiation with outside groups, contemplate the continuation of software
development and support services provided by outside third parties. To date, our
lack of working capital has prevented us from developing a more aggressive
marketing plan.

Competition

A number of
other companies compete with GeniSys in providing the kinds of services that we
do in the project management arena. Companies that compete in the project
management arena generally include:

| | * | ABT Corporation, with its ABT Workbench product,                                  
| | - | ----------------------------------------------------------------------------------
| | * | IMS Information Management Services, Inc., with its
      product ProductExchange,
| | * | Artemis Corporation, with its product Artemis Views
      Four,                   

Our principal competitive advantage over these companies is
that their products are not web-based. Companies that have developed web-based
functionality in project management include:

| | * | OnProject.com        
| | - | ---------------------
| | * | Pacific Edge Software

We believe that our products have superior functionality and
that we gain competitive advantages through the credibility resulting from our
strategic relationships with Microsoft, Arthur Andersen and other leaders in the
project management field. Nevertheless, there can be no assurance that larger
companies with greater resources will not compete with us in areas in which we
have developed niches.

Intellectual Property

We have
developed certain foundation and application software tools, programs and
products that we own and license to our clients on a non-exclusive basis. We
regard this software as proprietary and protect our rights in it where
appropriate with copyrights, trademarks, trade secret laws and contractual
restrictions on disclosure and transferring title. There can be no assurance
that any steps we take in this regard will be adequate to deter misappropriation
of our proprietary rights or independent third party development of functionally
equivalent products.

We have
developed and rely on the trademarks that we use with our products, including
GeniSys Enterprise ManagerTM or GEMTM, Visual Project ManagerTM or VPMTM and
GatekeeperTM. We have not applied for or obtained federal registrations with
respect to the use of our trademarks; however, we claim common law trademark
rights to those names. However, there can be no assurance that we will not be
subject to opposition, cancellation or infringement proceedings based upon the
use of a particular trademark. The loss of the use of any one or more of our
trademarks could have a material adverse effect upon our ability to profitably
market the associated product or service.

In addition,
our success is dependent upon our specialized expertise and methodologies. To
protect this proprietary information, we rely upon a combination of trade secret
and common laws, employee and all contractual relationships nondisclosure
policies and third party confidentiality agreements. However, there can be no
assurance that any of the steps we take will be adequate to deter
misappropriation of our specialized expertise and methodologies. Specifically,
there can be no assurance that others will not independently develop
substantially equivalent proprietary information and techniques or otherwise
gain access to our trade secrets, that our trade secrets will not be disclosed
or that we can effectively protect our rights to unpatented and/or uncopyrighted
trade secrets. Despite precautions we may take, unauthorized parties may attempt
to engineer, reverse engineer, copy or obtain and use our products and other
information we consider proprietary. We pursue a policy of having our employees
and consultants execute non-disclosure agreements at the beginning of employment
or consulting relationships with us. These agreements provide that all
confidential information developed or made known to the individual during the
course of the relationship with us shall be kept confidential except in
specified circumstances. There can be no assurance, however, that these
agreements will provide meaningful protection for our trade secrets or other
proprietary information in the event they are used or disclosed in an
unauthorized manner.

Although we
believe that our services and products do not infringe on the intellectual
property rights of others, there can be no assurance that an infringement claim
will not be asserted against us in the future.

Research and development

During fiscal
year ended March 31, 2001, we had two full-time employees and two part-time
consultants devoted to research and development. These functions are now
performed on an outsourced basis. The majority of our research and development
is undertaken under contract with customers and clients as a result of which we
may develop a unique software program or module for the client's use on a
non-exclusive use basis. We generally retain the rights to all products that we
develop for clients so that we can use them for other customers and adapt them
to other or new applications.  The Company incurred no research and
development in 2001 and incurred approximately $447,000 in 2000.

Employees and consultants

As of March
31, 2001, we had 10 core full-time employees, of whom nine are located in our
main office in Houston, Texas. In addition to these core employees, we also had
an additional labor pool consisting of contract professionals that are hired on
a part-time basis. Following March 31, 2001, we closed our Houston office and
eliminated all salaried employees except one, Mr. Bell.

Consultants

We have a
consulting arrangement with McCandish Partners, a company controlled by Carylyn
K. Bell, the Company's principal stockholder and wife of J. Daniel Bell,
pursuant to which it pays $3,000 per month for financial advisory services. We
expect to continue that relationship at a reduced fee of $2000 per month.

Item 2.       Description
of Property

Facilities and equipment

Our principal
executive offices were located in Houston, Texas. In addition, we have an office
in Denver, Colorado. Our Houston office consisted of approximately 6,643 square
feet which we hold on a four year sublease expiring 2002. Our monthly rent was
$5,536, with triple net adjustments. The Houston office was closed on May 15,
2001, with approximately nine months remaining on the lease.

Our Denver
office is shared with Corporate Stock Transfer, Inc., our stock transfer agent
and a company owned by our primary stockholder, Carylyn K. Bell. We pay a market
rate of $1,500 per month for use of this office for approximately 750 square
feet and this rate includes administrative support. We reimburse this company
for all other out-of-pocket expenses incurred on our behalf.

We own
computer equipment and office furniture and fixtures.

Item 3.       Legal
Proceedings

We are
currently involved in several proceedings brought by trade creditors and vendors
seeking to collect open accounts.

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

No matters
were submitted to a vote of security holders during the last quarter of the
fiscal year ended March 31, 2001.

PART II

Item 5.       Market for Common Equity and
Related Stockholder Matters

There currently exists no public market for the securities of iGeniSys, Inc.

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

The following
discussion and analysis should be read in conjunction with the Financial
Statements and Notes thereto appearing elsewhere in this report.

Overview

We operate
with iGeniSys, Inc. as the holding company of our subsidiary, GeniSys
Information Systems, Inc. Our operations to date have been conducted through our
subsidiary.

An
independent group of investors formed Zion Enterprises, Inc. in February 1996 as
a Colorado corporation. Zion was formed for the sole purpose of establishing a
widely held company that would subsequently seek a merger with another entity
that desired to merge into a public entity. Zion had no operations or business
activity and had never been subject to the reporting requirements of the
Securities Exchange Act of 1934. In March 1999, Zion acquired all of the
outstanding shares of the common stock of GeniSys in exchange for 75% of the
total issued and outstanding shares of Zion. Zion became the parent company of
GeniSys through this transaction. As a result of the transaction, the former
officers and directors of GeniSys assumed control of Zion and changed the name
to iGeniSys, Inc. This transaction has been accounted for as an acquisition of
Zion by GeniSys and a recapitalization of GeniSys. The historical financial
statements prior to this transaction are those of GeniSys as Zion had no
activities.

Our
subsidiary, GeniSys, is a Colorado corporation formed on May 1, 1997. Our
primary business was consulting in the project management arena and the
development of project and enterprise management software. We are currently
negotiating arrangements with our former employees to continue developing our
software on an outsourced basis. We also performed services relating to
assisting our customers in implementing our software and improving overall
project management and control. Presently, these functions are contemplated to
be provided by outside parties on a deal by deal basis.

Historically
we have been primarily a project management-consulting firm with limited sales
of software. Over 90% of our revenues since inception in 1997 have been derived
from consulting with clients on a wide range of project management issues. For
the fiscal year ended March 31, 2001, 95% of our revenues were attributable to
consulting fees, and 5% attributable to software sales. We expect that on a
ongoing basis almost all of our future revenue will come from the sale of
software. Those sales are expected to come primarily from contract arrangements
with outside groups.

Subsequent Events

After March
31, 2001 we experienced a decline in revenue that required the termination of
most of the remaining employees. Because several software sales are still
pending, we have been negotiating with a few of our former employees an
agreement to continue software development, sales and support to accommodate
software sales in the future.

Sales of
shares of stock from the public offering and shareholder loans have been
adequate to permit the continuation of the holding company and its wholly owned
subsidiary on a reduced activity basis. Almost all development of software,
services and support will be outsourced on a contractual basis. Negotiations
with former employees to provide those functions are in progress. We plan to
continue operations with the new company headquarters in Denver.

Results of operations - year ended March 31, 2001 compared to
year ended March 31, 2000

Revenues

Revenues for
fiscal year 2001 were $2,460,187, a $494,389, or 17%, decrease from revenues of
$2,954,576 for fiscal 2000. We believe that our revenues were adversely impacted
over the year by a reduction of our sales department and general slowing of the
economy. Revenues generated from work performed for Arthur Andersen represented
$500,000 during fiscal 2001 compared to approximately $1,200,000 in fiscal 2000,
representing 21% and 40% of revenues in each fiscal year, respectively.

Operating
Expenses

Contract
Costs. Contract costs decreased from $1,749,099, or 59% of revenues, in
fiscal 2000 to $1,023,769, or 42% of revenues during fiscal 2000. This
improvement resulted in part from a shift of utilization of personnel from
contract labor to use of management to staff jobs.

Research
and Development. Research and development expenses were nonexistent during
fiscal 2001 compared to$446,823 for fiscal 2000.

Selling,
General and Administrative Expenses. Selling, general and administrative
expenses increased to $1,797,571 during fiscal 2001 from $1,716,818 during
fiscal 2000, an increase of $80,753, or 5% This increase was due to increase in
pay for senior managers and greater costs of executive compensation..

Depreciation
and Amortization. Depreciation and amortization for fiscal 2001 was $150,674
and for fiscal 2000 was $105,715, an increase of $44,959, or 43%. This increase
was due to an increase in capitalized development costs of our software between
the respective periods.

Operating
Loss

Operating
loss for fiscal 2001 was $969,361 compared to $1,099,879 for 2000, a decrease of
$130,518. This decrease in operating loss resulted primarily from improved
margins on contract costs and to a lesser extent from a decrease in operating
expenses from $4,054,455 in fiscal year 2000 to $3,429,548 in fiscal year 2001,
a decrease of $624,907.

During the
quarter ended March 31, 2001, the Company recorded impairment losses of
approximately $146,000 related to its GeniSys Enterprise Manager (GEM) software
program. GEM is targeted to enterprise wide project management for use with the
internet. Through March 31, 2001, there have been no sales of GEM. The software
was updated during fiscal 2001 and the Company plans to market, implement and
upgrade the software through a third party firm under a royalty agreement. The
Company recorded an impairment loss of approximately $146,000, which represented
the difference between the carrying amount of the GEM development costs and its
estimated fair value of $50,000. The fair value was determined by management
based on estimated discounted future cash flows from projected sales of the
product in its current condition.

During the
quarter ended December 31, 2000, the Company recorded impairment losses of
approximately $174,000 related to two of its software programs, Visual Project
Manager and Gatekeeper. Gatekeeper was targeted to governmental contractors and
integrates earned value cost data from Microframe Project Manager with MS
Project 98 scheduling data. Gatekeeper had only one commercial sale in fiscal
2001. The software has not been updated and the Company does not have plans to
upgrade the software due to personnel and financial constraints. Therefore, the
Company recorded an impairment loss of approximately $141,000, which represented
the difference between the carrying amount of the Gatekeeper development costs
and its estimated fair value of $9,000. The fair value was determined by
management based on estimated discounted future cash flows from projected sales
of the product in its current condition.

Visual
Project Manager uses existing software from Vuent, Inc., to create an internet
based system that integrates 3-dimensional drawings with key business
information. The system will provide a collaborative environment over the
internet leveraging web strategies to maximize the effectiveness of the client's
staff and the technology they use. Research and development efforts were
discontinued due to lack of financial and human resources. The product has not
been commercially released and has not generated any sales. Therefore, the
Company recorded an impairment loss of approximately $33,000, which represented
the difference between the carrying amount of the Visual Project Manager
development costs and its estimated fair value of $10,000. The fair value was
determined by management based on estimated discounted future cash flows from
projected sales of the product in its current condition.

During the quarter
ended December 31, 2000, the Company recorded impairment losses of approximately
$77,000 related to equipment held under capital lease arrangements as the
Company has defaulted on the corresponding lease payments. Prior to that time,
amortization was provided on the straight-line method over the lease terms,
generally five years.

Interest
Expense

Interest
expense increased from $143,545 for fiscal 2000 to $244,453 for fiscal 2001, an
increase of approximately $100,000 or 70%. This increase was due to the
substantial increase in interest rates on our borrowings and factoring costs.

Net Loss

As a
result of the decline in revenues, and increases in interest expense, our net
loss for fiscal 2001 was $1,213,814 compared to a loss of $1,243,428 in fiscal
year 2000. This was a decrease of approximately $30,000 or 2%. Our net loss
resulted from the strategic decision to retain a core group of professionals
during slow sales periods, and this decision increased our overhead costs as
unassigned personnel costs increased over the prior fiscal year.

Liquidity and capital resources

We have
financed our operations to date primarily through the private sale of equity
securities and borrowings from our majority shareholder and other related
parties. During the year ended March 31, 2001 we sold subscriptions for common
stock for $97,305 and obtained short-term interim loans totaling approximately
$310,000. During the year ended March 31, 2000 we sold 960,004 shares of our
common stock for $471,800. As of March 31, 2001, we have borrowed approximately
$730,000 from our major shareholder and other related parties.

Since we
began operations, we have experienced a shortage of working capital. Our
consolidated financial statements have been prepared assuming that we will
continue as a going concern. Due to our continuing operating losses and negative
cash flows from our operations, the report of our auditors issued in conjunction
with our consolidated financial statements for the fiscal year ended March 31,
2001contained an explanatory paragraph indicating that the foregoing matters
raised substantial doubt about our ability to continue as a going concern. We
cannot provide any assurance that we will be profitable in the future or that we
will be able to achieve our business objectives. We need additional working
capital in order to support our short-term strategy. We do not believe that the
working capital available to us through commercial lenders and related parties
will be sufficient to support all of our current and future capital needs.
Sources of working capital that we will rely upon are:

| | * | The continuing support of our major shareholder and
      related parties. While we believe that our major shareholder and other
      related parties will continue their support, there are limits to their
      ability to provide additional capital.                                                                                                       
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Decreased operating expenses. Since closing our
      Houston, Texas office and reducing our operating staff we have continued
      to develop and market software through outsourcing relationships. We are
      currently in negotiations with former employees to provide software
      development and sales, and to be compensated out of software sales.

If our strategy to improve working capital through the
foregoing plan is unsuccessful, we will have no choice but to further curtail
operations.

Current
Liabilities

At March 31,
2001, our current liabilities were $2,065,589. Of that amount, $729,713
consisted of notes payable to related parties, of which approximately $168,082
consisted of our line of credit, which will be repaid out of accounts
receivable. We expect the maturity of related party debt to be extended by the
holders of those notes due to their affiliation with the Company.

Working
Capital

At March 31,
2001, we had a working capital deficit of $1,879,445, compared to a working
capital deficit of $993,365 and $359,966 at fiscal years ended March 31, 2000
and 1999, respectively. This increase in working capital deficit is due to cash
required to fund our continuing operating losses.

Notes
Payable - Related Parties

At March 31,
2001, we had notes payable to related parties, including our major shareholder,
of $561,631, with interest accruing at rates between 10% and 15%, all of which
were current obligations. The foregoing does not include approximately $168,082
that we owe to our major shareholder under a factoring revolving line of credit
which is secured by our accounts receivable. Our computer software products and
accounts receivable have been pledged to secure the notes held by our major
shareholder and the note held by another related party.

Revolving
Line of Credit

During fiscal
1999, we obtained a commercial revolving line of credit with Strategic Finance,
Inc. under which we had a factoring line of credit with a maximum borrowing
limit of $2,000,000. This commercial credit was secured by our accounts
receivable and personally guaranteed by Mr. and Mrs. Bell. In April 2000,
Strategic Finance, Inc. terminated the line of credit. The outstanding balance
was repaid by through collection of our accounts receivable by Strategic
Finance, Inc. In May 2000, to replace the Strategic Finance, Inc., relationship,
Mrs. Bell extended to us a revolving line of credit with a maximum borrowing
limit of $750,000. This line of credit is backed by a parallel line of credit
that the Company and Mrs. Bell have with Guaranty Bank and Trust Company. Under
this arrangement, Mrs. Bell provides us advances against our accounts
receivable, which advances are funded by draws from Guaranty Bank. Mrs. Bell is
paid a 2% fee on each advance and the outstanding credit balance under the
revolving line accrues interest at the rate of prime plus 2%. At March 31, 2001
the outstanding balance on this revolving line of credit was approximately
$168,082. This relationship remains in place and provides working capital to
Genisys on a current basis.

Cash Flows

Net cash
provided by operating activities was $377,891 for the year ended March 31, 2001,
compared to net cash used by operating activities of $546,264 for the year ended
March 31, 2000. We expect future operating activities to be a net cash user
unless operating results improve. Investing activities also resulted in a net
cash use, reflecting the investment in certain software development costs. Net
cash used in financing activities for fiscal year 2001 was $202,925, contrasted
with net cash provided by financing activities for fiscal year 2000 of $696,670.
This net repayment of debt reflects a decline in fund-raising activities during
the most recently completed fiscal year.

Our working
capital deficit represents the most substantial impediment to our continuing
operations. We are heavily dependent upon the future commercial success of our
GEM software product to alleviate our lack of liquidity, however we cannot be
sure that we will be successful in these efforts. We have not had a successful
GEM software sale since its commercial release in June 2000.

Capitalized Software Costs

Our software
development costs consist primarily of enhancements and software production
costs related to products for which technological and market feasibility has
been established. We consider technological feasibility to be achieved when we
have completed all planning, designing, coding and testing activities that are
necessary to establish a working model of the product. Capitalization ceases
when the product has been completed and the product is ready for release to our
customers. Prior to achieving technological feasibility, research and
development costs are expensed. During year ended March 31, 2001, we incurred no
research and development expenses related to software development. Our
capitalized software costs and cumulative expenses incurred through March 31,
2001 for each of our products were approximately as follows:

|Products                         | Date
      Technological
      FeasibilityAchieved | CapitalizedCosts | Cumulative
      Since inception
      Research and
      DevelopmentExpenses
|-------------------------------- | -------------------------------------------------- | ---------------- | -----------------------------------------------------------------------------
|GeniSys Enterprise               |                                                    |                  |                                                                              
|ManagementTM                     | December 1999                                      | $ 261,000        | $    746,000                                                                 
|GatekeeperTM                     | March 1998                                         | 242,000          | 251,000                                                                      
|Visual Project ManagerTM         | December 1999                                      | 51,000           | 126,000                                                                      
|                                 |                                                    | $ 554,000        | $ 1,123,000                                                                  
|Less Accumulated Amortization    |                                                    | 170,000          |                                                                              
|Less Impairment Write-downs      |                                                    | 320,000          |                                                                              
|Net book value at March 31, 2001 |                                                    | $   64,000       |                                                                              

Recent Accounting Pronouncements

In July 2001,
the Financial Accounting Standards Board ("FASB") issued SFAS No. 141,
Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method will be prohibited on a prospective basis only. SFAS
No. 142 changes the accounting for goodwill from an amortization method to an
impairment-only approach. Thus, amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of that
Statement, which for the Company will be fiscal year 2002. As a result of the
Company's write-down of its intangible assets in fiscal 2001, and no planned
business combinations, the Company does not expect that the adoption of either
SFAS No. 141 or SFAS No. 142 will have a significant impact on the financial
condition or results of operations of the Company.

In June 1998,
the Financial Accounting Standards Board issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement, as amended,
is effective for fiscal years beginning after June 15, 2000. Currently, the
Company does not have any derivative financial instruments and does not
participate in hedging activities. Therefore, management believes that SFAS No.
133 will not have an impact on its financial position or results of operations.

In December
1999, the staff of the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial
Statements. SAB No. 101, as amended by SAB No. 101A and SAB No. 101B, is
effective no later than the fourth fiscal quarter of fiscal years beginning
after December 15, 1999. SAB No. 101 provides the Staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
The Company believes that it complies with the accounting and disclosure
described in SAB No. 101.

Forward-Looking Statements

This report
contains statements that plan for or anticipate the future. Forward-looking
statements include statements about the future of the software development,
computer-based project management, consulting and strategic business consulting
industries, statements about our future business plans and strategies, and most
other statements that are not historical in nature. In this report,
forward-looking statements are generally identified by the words
"anticipate," "plan," "believe,"
"expect," "estimate," and the like. Although we believe that
any forward-looking statements we make in this report are reasonable, because
forward-looking statements involve future risks and uncertainties, there are
factors that could cause actual results to differ materially from those
expressed or implied. For example, a few of the uncertainties that could affect
the accuracy of forward-looking statements include:

| | * | changes in general economic and business conditions
      affecting the software development, computer-based project management
      consulting and strategic business consulting industries;       
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | technical developments that make our products or
      services obsolete;                                                                                                                            
| | * | changes in our business strategies;                                                                                                                                                                  
| | * | the level of demand for our products and services; and                                                                                                                                               
| | * | our ability to develop or maintain strategic
      relationships within the software development, computer-based project
      management consulting and/or strategic business consulting industries.

In light of
the significant uncertainties inherent in the forward-looking statements made in
this report, particularly in view of our early stage of operations, the
inclusion of this information should not be regarded as a representation by us
or any other person that our objectives and plans will be achieved.

Item 7.       Financial Statements

The following financial statements are filed as part of this report beginning
on page F-1:

| | Independent Auditors' Report                                                                                   
| | ---------------------------------------------------------------------------------------------------------------
| | Consolidated Balance Sheet as of March 31, 2001                                                                
| | Consolidated Statements of Operations for the years ended March 31,
      2001 and March 31, 2000              
| | Consolidated Statements of Shareholders' Deficiency for the years ended
      March 31, 2001 and March 31, 2000
| | Consolidated Statements of Cash Flows for the years ended March 31,
      2001 and March 31, 2000              
| | Notes to Consolidated Financial Statements                                                                     

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
iGeniSys, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet
of iGeniSys, Inc. and subsidiary as of March 31, 2001, and the related
consolidated statements of operations, shareholders' equity (deficit) and cash
flows for each of the years in the two-year period ended March 31, 2001. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position ofiGeniSys, Inc. and subsidiary as of March 31, 2001, and the
results of their operations and cash flows for each of the years in the two-year
period ended March 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company suffered a net loss of $1,213,814
during the year ended March 31, 2001 and has a shareholders' deficiency and
working capital deficiency of $1,689,081 and $1,879,445, respectively, at March
31, 2001. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans with regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

GELFOND HOCHSTADT PANGBURN, P.C.
Denver, Colorado

August 27, 2001

iGENISYS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MARCH 31, 2001

ASSETS

|CURRENT ASSETS:                                                                                      
|-----------------------------------------------------------------------------------------------------
|Cash and cash equivalents                                                                            
|Accounts receivable, net of allowance for doubtful accounts of $13,800                               
|Prepaid expenses and other                                                                           
|                                                                                                     
|FURNITURE AND EQUIPMENT, net (Notes 1 and 4)                                                         
|INTANGIBLES AND OTHER ASSETS:                                                                        
|Development costs, net of accumulated amortization of $4,750 (Note 1)                                
|Deferred offering costs (Note 9)                                                                     
|                                                                                                     
|LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                                             
|CURRENT LIABILITIES:                                                                                 
|Revolving line of credit, related party (Note 2)                                                     
|Notes payable, related party (Note 2)                                                                
|Obligations under capital leases (Note 5)                                                            
|Accounts payable                                                                                     
|Accrued expenses:                                                                                    
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|COMMITMENTS AND CONTINGENCIES (Note 6)                                                               
|SHAREHOLDERS' DEFICIENCY (Note 7 and 9):                                                             
|Preferred stock, $.01 par value; authorized 50,000,000 shares; no
      shares issued and outstanding
|Common stock, $.001 par value; authorized 100,010,000 shares:                                        
|Class A; issued and outstanding 10,915,025 shares                                                    
|Class B; issued and outstanding 10,000 shares                                                        
|Additional paid-in capital                                                                           
|Common stock subscribed (Note 9)                                                                     
|Accumulated deficit                                                                                  
|                                                                                                     
|                                                                                                     
|                                                                                                     

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

iGENISYS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                               |                            | For the year endedMarch 31,
|-------------------------------------------------------------- | -------------------------- | ---------------------------
|                                                              
|                                                               |                            | 2001                       
|REVENUES                                                       | $   2,460,187              | $ 2,954,576                
|OPERATING EXPENSES:                                            |                            |                            
|Contract costs                                                 | 1,023,769                  | 1,749,099                  
|Research and development                                       | -                          | 446,823                    
|Selling, general and administrative (Note 2):                  |                            |                            
|                                                               | Management fees, affiliate | 36,000                     
|                                                               | Other                      | 1,797,571                  
|Loss on disposal and abandonment of equipment                  | 24,529                     | -                          
|Impairment losses (Note 1)                                     | 397,005                    | -                          
|Depreciation and amortization                                  | 150,674                    | 105,715                    
|                                                               |                            | 3,429,548                  
|OPERATING LOSS                                                 | (969,361)                  | (1,099,879)                
|INTEREST EXPENSE:                                              |                            |                            
|Related parties (Note 2)                                       | (204,920)                  | (30,846)                   
|Other                                                          | (39,533)                   | (112,703)                  
|                                                               |                            | (244,453)                  
|NET LOSS                                                       | $ (1,213,814)              | $(1,243,428)               
|BASIC AND DILUTED LOSS PER COMMON
          SHARE              | $            (.11)         | $           (.12)          
|WEIGHTED AVERAGE NUMBER OF COMMON
          SHARES OUTSTANDING | 10,925,025                 | 10,501,815                 

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

iGENISYS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY
YEARS ENDED MARCH 31, 2001 AND 2000

|                                                                 |              |              |         |            |                |                |                | Total         
|---------------------------------------------------------------- | ------------ | ------------ | ------- | ---------- | -------------- | -------------- | -------------- | --------------
|                                                                 |              |              |         |            | Additional     | Common         |                | Shareholders' 
|                                                                 | Class A      | Class B      | Paid-in | Stock      | Accumulated    | Equity        
|                                                                 | Common Stock | Common Stock | Capital | Subscribed | Deficit        | (Deficit)     
|                                                                 | Shares       | Amount       | Shares  | Amount     |                |                |                |               
|BALANCES, April 1, 1999                                          | 9,955,021    | $   9,954    | 10,000  | $     10   | $      713,411 | -              | $   (569,319)  | $      154,056
|Common stock issued for cash                                     | 960,004      | 961          | -       | -          | 470,839        | -              | -              | 471,800       
|Common stock, warrants and options granted below market (Note 8) | -            | -            | -       | -          | 45,000         | -              | -              | 45,000        
|Net loss                                                         | -            | -            | -       | -          | -              | -              | (1,243,428)    | (1,243,428)   
|BALANCES, March 31, 2000                                         | 10,915,025   | 10,915       | 10,000  | 10         | 1,229,250      |                | (1,812,747)    | (572,572)     
|Common stock subscribed                                          | -            | -            | -       | -          | -              | $       97,305 | -              | 97,305        
|Net loss                                                         | -            | -            | -       | -          | -              | -              | (1,213,814)    | (1,213,814)   
|BALANCES, March 31, 2001                                         | 10,915,025   | $ 10,915     | 10,000  | $     10   | $   1,229,250  | $       97,305 | $  (3,026,561) | $(1,689,081)  

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

iGENISYS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                    | For the year endedMarch 31,
|--------------------------------------------------------------------------------------------------- | ---------------------------
|                                                                                                    | 2001                       
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                               |                            
|Net loss                                                                                            | $  (1,213,814)             
|Adjustments to reconcile net loss to net cash provided by (used in)
         operating activities - |                            
|Provision for doubtful accounts                                                                     | 27,874                     
|Depreciation and amortization                                                                       | 150,674                    
|Impairment losses                                                                                   | 397,005                    
|Loss on disposal and abandonment of equipment                                                       | 24,529                     
|Expense incurred for issuance of common stock and
      options                                     | -                          
|(Increase) decrease in -                                                                            |                            
|Accounts receivable                                                                                 | 526,620                    
|Contracts in process                                                                                | 108,903                    
|Prepaid expenses and other assets                                                                   | 4,256                      
|Deposits                                                                                            | 10,553                     
|Royalties                                                                                           | -                          
|Increase (decrease) in -                                                                            |                            
|Accrued expenses                                                                                    | 338,291                    
|Deferred contract revenue                                                                           | (33,000)                   
|Management fees payable, affiliate                                                                  | 36,000                     
|Due to affiliate                                                                                    | -                          
|Net cash provided (used in) by operating activities                                                 | 377,891                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                               |                            
|Purchases of furniture and equipment                                                                | (10,006)                   
|Development costs                                                                                   | (151,743)                  
|Net cash used in investing activities                                                               | (161,749)                  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                               |                            
|Repayment of bank overdraft                                                                         | -                          
|Repayment of notes payable, related party                                                           | (138,803)                  
|Proceeds from notes payable, related party                                                          | 310,971                    
|Increase (decrease) in line of credit, net, related party                                           | 85,610                     
|Increase (decrease) in line of credit, net                                                          | (540,731)                  
|Repayments of obligations under capital leases                                                      | (8,491)                    
|Repayment of notes payable, other                                                                   | (8,786)                    
|Proceeds from common stock subscriptions                                                            | 97,305                     
|Deferred offering costs                                                                             | -                          
|Proceeds from issuance of common stock                                                              | -                          
|Net cash provided by (used in) financing activities                                                 | (202,925)                  
|INCREASE IN CASH AND CASH EQUIVALENTS                                                               | 13,217                     
|CASH AND CASH EQUIVALENTS, BEGINNING                                                                | 11,403                     
|CASH AND CASH EQUIVALENTS, ENDING                                                                   | $       24,620             
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                   |                            
|Cash paid for interest                                                                              | $     178,149              

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

During the year ended March 31, 2001, $114,000 of management
fees payable to an affiliate were converted to a note payable (Note 2).

During the year ended March 31, 2001, $25,611 of financing
fees payable to the major shareholder were converted to notes payable.

During the year ended March 31, 2001, the Company and the
subsidiary's president agreed to offset $16,857 of notes payable due to the
subsidiary's president against $16,857 of advances due from the subsidiary's
president.

In August 1999, an affiliate's note payable of $91,258 to a
bank was assumed by the Company in exchange for a $91,258 reduction in amounts
the Company owed to the affiliate. In fiscal 2001 the Company repaid the note
payable to the bank from the line of credit with the major shareholder.

Effective March 31, 2000, $35,046 owed to an affiliate was
restructured to a long-term note payable.

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

iGENISYS, INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2001 AND 2000

1.    Organization, Business and Summary of
Significant Accounting Policies:

Organization:

GeniSys Information
Systems, Inc. ("GeniSys") is a Colorado corporation formed on May 1,
1997, and it is the operating subsidiary of iGeniSys, Inc. (collectively
referred to as "the Company"). All significant intercompany
transactions have been eliminated in consolidation. The Company's primary
business is management consulting in the project management arena and sales and
development of state-of-the-art computerized project management software.
GeniSys also performs ancilliary services relating to assisting its customers in
implementing its software and performing independent cost and risk analyses. The Company's customers are located throughout the United
States.

Going concern, results of
operations and management's plans:

The Company has
incurred operating losses since inception due to, among other factors,
expenditures incurred for development of its software products and efforts to
gain market acceptance for such products. These losses have caused the Company
to operate with limited liquidity and have created a shareholders' deficiency
and working capital deficiency of $1,689,081 and $1,879,445, respectively as of
March 31, 2001. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans to address the
Company's liquidity and operating loss concerns include:

| | 1. | The Company will rely upon the continuing support of
      its major shareholder and related parties. Historically, these persons
      have provided necessary working capital through equity investments and
      short term loans.                                                   
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | The Company has substantially decreased its operating
      expenses through the closure of its office in Houston, Texas and the
      reduction of substantially all of its operating staff. Future software
      development and marketing will be undertaken on an outsourcing basis.
| | 3. | In addition to promoting its existing software
      products, the Company will try to identify strategic opportunities and
      business combinations.                                                                                                                                 
| | 4. | The Company received proceeds of
      $212,305 from its initial public offering, which were used to make a
      payment on a related party note payable and other Company liabilities.                                                                                                 

There can be no
assurance that these measures will be successful.

The accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of assets or the amounts of liabilities that
might be necessary should the Company be unsuccessful in implementing these
plans, or otherwise unable to continue as a going concern.

Significant
accounting policies:

Furniture and
equipment:

Furniture and
equipment is stated at cost. Depreciation is provided on the straight-line
method over the estimated useful lives of the assets, primarily five years.

During the quarter
ended December 31, 2000, the Company recorded impairment losses of approximately
$77,000 related to equipment held under capital lease arrangements as the
Company has defaulted on the corresponding lease payments. Prior to that time,
amortization was provided on the straight-line method over the lease terms,
generally five years.

Development costs:

The Company's
software development costs consist primarily of enhancements and software
production costs related to products for which technological and market
feasibility has been established. Accordingly, such costs are capitalized as
incurred. In the years ended March 31, 2001 and 2000, the Company capitalized
costs of approximately $152,000 and $92,000, respectively. Amortization of the
capitalized cost begins, on a straight-line basis over the estimated lives of
the products, which is generally three years, when the product is complete.
Amortization expense of approximately $113,000 and $46,000 was recorded during the years ended March 31, 2001 and 2000, respectively.
Capitalization ceases when the product has been completed and the product is
ready for release to our customers. Prior to the establishment of technological
and market feasibility, development costs are expensed. None of these costs were
incurred under contracts with customers. In the year ended March 31, 2001 the
Company incurred no research and development expenses related to software
development. In the year ended March 31, 2000, the Company incurred
approximately $447,000 for research and development expenses related to software
development

Impairment of
long-lived assets:

The Company reviews
long-lived assets, including development costs, for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to future undiscounted cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets.

During the quarter
ended March 31, 2001, the Company recorded impairment losses of approximately
$146,000 related to its GeniSys Enterprise Manager (GEM) software program. GEM
is targeted to enterprise wide project management for use with the internet.
Through March 31, 2001, there have been no sales of GEM. The software was
updated during fiscal 2001 and the Company plans to market, implement and
upgrade the software through a third party firm under a royalty agreement. The
Company recorded an impairment loss of approximately $146,000, which represented
the difference between the carrying amount of the GEM development costs and its
estimated fair value of $50,000. The fair value was determined by management
based on estimated discounted future cash flows from projected sales of the
product in its current condition.

During the quarter
ended December 31, 2000, the Company recorded impairment losses of approximately
$174,000 related to two of its software programs, Visual Project Manager and
Gatekeeper. Gatekeeper was targeted to governmental contractors and integrates
earned value cost data from Microframe Project Manager with MS Project 98
scheduling data. Gatekeeper had only one commercial sale in fiscal 2001. The
software has not been updated and the Company does not have plans to upgrade the
software due to personnel and financial constraints. Therefore, the Company
recorded an impairment loss of approximately $141,000, which represented the
difference between the carrying amount of the Gatekeeper development costs and
its estimated fair value of $9,000. The fair value was determined by management
based on estimated discounted future cash flows from projected sales of the
product in its current condition.

Visual Project
Manager uses existing software from Vuent, Inc., to create an internet based
system that integrates 3-dimensional drawings with key business information. The
system will provide a collaborative environment over the internet leveraging web
strategies to maximize the effectiveness of the client's staff and the
technology they use. Research and development efforts were discontinued due to
lack of financial and human resources. The product has not been commercially
released and has not generated any sales. Therefore, the Company recorded an
impairment loss of approximately $33,000, which represented the difference
between the carrying amount of the Visual Project Manager development costs and
its estimated fair value of $10,000. The fair value was determined by management
based on estimated discounted future cash flows from projected sales of the
product in its current condition.

Deferred offering
costs:

Specific
incremental costs incurred in connection with the Company's initial public
offering have been deferred (Note 9). The offering was closed in June 2001, and
the deferred offering costs were charged against the gross proceeds at that
time.

Revenue
recognition:

Sales of the
Company's software products are recognized when shipped. The Company's revenues
from consulting and implementation services are recognized when the services are
performed. Software maintenance revenues are deferred and recognized over the
term of the related contract.

Income taxes:

Deferred tax assets
and liabilities are recorded for the estimated future tax effects of (a)
temporary differences between the tax basis of assets and liabilities and
amounts reported in the balance sheets, and (b) operating loss and tax credit
carryforwards. The overall change in deferred tax assets and liabilities for the
period measures the deferred tax expense for the period. Effects of changes in
enacted tax laws on deferred tax assets and liabilities are reflected as
adjustments to tax expense in the period of enactment. The measurement of
deferred tax assets may be reduced by a valuation allowance based on judgmental
assessment of available evidence if deemed more likely than not that some or all
of the deferred tax assets will not be realized.

Basic and diluted
loss per share:

Basic loss per
common share is computed by dividing the net loss by the weighted average number
of shares outstanding during a period. Diluted loss per common share is computed
by dividing the net loss, adjusted on an as if converted basis, by the weighted
average number of common shares outstanding plus potential dilutive securities.
During 2001 and 2000, stock options were not considered in the calculation, as
the impact of the potential common shares would be to decrease loss per share.

Cash and cash
equivalents:

Cash and cash
equivalents include cash and other highly liquid investments with maturities of
three months or less at the date of acquisition. Cash equivalents are stated at
cost, which approximates market value.

Reclassifications:

Certain amounts
previously reported in the 2000 financial statements have been reclassified to
conform to the 2001 presentation.

Stock-Based
compensation:

Statement of
Financial Accounting Standard ("SFAS") No. 123, Accounting for
Stock-Based Compensation, allows companies to choose whether to account for
employee stock-based compensation on a fair value method, or to continue
accounting for such compensation under the intrinsic value method prescribed in
Accounting Principles Board Opinion ("APB") No. 25, Accounting for
Stock Issued to Employees. The Company has chosen to account for employee
stock-based compensation using APB No. 25. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the market price of the
Company's stock at the date of the grant over the options' exercise price.

Credit and other
risk considerations:

The Company's
accounts receivable and contracts in progress subject the Company to credit
risk, as collateral is generally not required. The Company performs credit
evaluations of the financial condition of its customers and maintains allowances
for potential credit losses. In the opinion of management, actual losses and
allowances have been within its expectations. The carrying amount of the
Company's receivables approximates their fair value.

Revenues from
significant customers for the years ended March 31, 2001 and 2000, consist of
the following:

|           | March 31, |     
|---------- | --------- | ----
|           | 2001      | 2000
|Customer A | 25%       | -   
|Customer B | 21%       | 40% 
|Customer C | 17%       | -   
|Customer D | 15%       | -   
|Customer E | 10%       | 11% 
|Customer F | -         | 13% 

Receivables from significant
customers as of March 31, 2001 consist of the following:

| |  |  | Customer A | 16%
| |  |  | ---------- | ---
| |  |  | Customer B | 35%
| |  |  | Customer D | 18%

The Company is
subject to risks and uncertainties common to growing technology-based companies,
including rapid technological change, growth and commercial acceptance of its
products, dependence on principal products and third party technology, new
product development, new product introductions and other activities of
competitors, dependence on key personnel, and limited operating history.

Comprehensive
income:

SFAS No. 130, Reporting
Comprehensive Income requires disclosure of comprehensive income which
includes certain items previously not reported in the statement of income,
including unrealized gains and losses on available-for-sale securities and
foreign currency translation adjustments. During the years ended March 31, 2001
and 2000, the Company did not have any components of comprehensive income to
report.

Use of estimates:

The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions. These estimates and
assumptions affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results will be determined based the outcome of future events and could
differ from the estimates.

Fair value of
financial instruments:

The fair value of
the Company's notes payable to related parties are not practicable to estimate, due
to the related party nature of the underlying transactions. Management believes
that the carrying amounts of the Company's other financial instruments
approximates their fair values primarily because of the short-term maturity of
these instruments.

Estimates are not
necessarily indicative of the amount, which could be realized or would be paid
in a current market exchange. The effect of using different market assumptions
and information methodologies may be material to the estimated fair value
amount.

Recent accounting
pronouncements:

In July 2001, the
Financial Accounting Standards Board ("FASB") issued SFAS No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.
SFAS No. 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method will be prohibited on a prospective basis only. SFAS
No. 142 changes the accounting for goodwill from an amortization method to an
impairment-only approach. Thus, amortization of goodwill, including goodwill
recorded in past business combinations, will cease upon adoption of that
Statement, which for the Company will be fiscal year 2002. As a result of the
Company's write-down of its intangible assets in fiscal 2001, and no planned
business combinations, the Company does not expect that the adoption of either
SFAS No. 141 or SFAS No. 142 will have a significant impact on the financial
condition or results of operations of the Company.

In June 1998, the
Financial Accounting Standards Board issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement, as amended,
is effective for fiscal years beginning after June 15, 2000. Currently, the
Company does not have any derivative financial instruments and does not
participate in hedging activities. Therefore, management believes that SFAS No.
133 will not have an impact on its financial position or results of operations.

In December 1999,
the staff of the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements.
SAB No. 101, as amended by SAB No. 101A and SAB No. 101B, is effective no later
than the fourth fiscal quarter of fiscal years beginning after December 15,
1999. SAB No. 101 provides the Staff's views in applying generally accepted
accounting principles to selected revenue recognition issues. The Company
believes that it complies with the accounting and disclosure described in SAB
No. 101.

2.      Related party
transactions:

Due to affiliate:

The Company and an
entity controlled by the Company's chairman of the board shared employees,
common lease space, third party vendor accounts, and a line of credit and
borrowed funds on an unsecured, non-interest-bearing basis from each other, from
time to time, as a cash flow vehicle, not a primary funding source. This
arrangement ceased during fiscal 2000 once a separate credit agreement was
obtained by the Company. In August 1999, the affiliate ceased operating
activities and a note payable of approximately $91,000 with a bank was assumed
by the Company in exchange for a reduction in the amounts due to the affiliate
from inter-company transactions. As of March 31, 2001, the Company owed $35,046,
to this related entity for the net amount of inter-company transactions, which
is included in notes payable, related parties on the accompanying consolidated
balance sheet.

Notes payable, related
parties:

| | Notes payable, major shareholder; generally
      collateralized by a first lien on software products; 15% interest; due in August 2001; currently in default                                                                                                                                                                                        | $ 167,611 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------
| | Note payable, member of the board of directors;
      collateralized by specific accounts receivable and a second lien on
      software products; 15% interest; due in August 2001; currently in default                                                                                                                                            | 10,000    
| | Note payable, shareholder; collateralized by specific
      accounts receivable; 15% interest; due in August 2001; currently in
      default                                                                                                                                                                                                        | 10,000    
| | Note payable, shareholder; collateralized by specific
      accounts receivable; 15% interest; due in August 2001; currently in
      default                                                                                                                                                                                                        | 29,500    
| | Note payable, former subsidiary president; unsecured;
      10% interest; due in December 2000; currently in default                                                                                                                                                                                                                                 | 5,143     
| | Convertible note payable, shareholder; unsecured; 10%
      interest; due in July 2001, currently in default with default interest at
      15%; at any time the holder may convert all or a portion of the
      outstanding principal and any accrued interest into shares of the Company
      Class A common stock at a price of $0.50 per share | 200,000   
| | Note payable, affiliate; unsecured; 10% interest; due
      in September 2001; currently in default; default interest at 15%                                                                                                                                                                                                                         | 35,046    
| | Note payable, affiliate; generally collateralized by a
      first lien on software products; 15% interest; due on demand                                                                                                                                                                                                                            | 104,331   
| |                                                                                                                                                                                                                                                                                                                                                      | $  561,631

Leased facilities:

The Company began
sharing office space in Denver, Colorado with an
entity owned by the major shareholder, in October 1999. The Company leases space
under a month-to-month lease for $1,500 per month plus direct
expenses. Rent expense of approximately $18,000 and $8,300 for the years ended
March 31, 2001 and 2000, respectively, is included in selling, general and
administrative expense.

Revolving line
of credit:

In May 2000, the
Company entered into a revolving line of credit
("Credit Agreement") with its major shareholder. Under the terms of
this agreement, which are similar to a factoring arrangement, the Company is
able to obtain financing for 85% of specific accounts receivable up to $750,000.
The Company pays a processing fee for financing each receivable depending upon
the number of days from the funding of the advance until that invoice is paid by
the customer. In addition, the Company pays interest on the total amount
advanced at a rate equal to the prime rate plus 1/2%. The receivables are
financed on a full recourse basis and, accordingly, the Credit Agreement is
accounted for as a borrowing. The agreement can be terminated with 30 days
notice after certain events are met. Subsequent to March 31, 2001, the agreement
was amended and the maximum financing was reduced to $250,000 and is currently
in default. The agreement
matures in April 2002. At March 31, 2001, the outstanding balance due under the
Credit Agreement was $168,082.

In April 2000, the
major shareholder and the Company entered into a $750,000 line of credit
agreement with a bank. The line of credit bears interest at the Wall Street
Journalprime rate plus 1/2% (9.0% at March 31, 2001). Interest is due
monthly and the line matures in April 2002. At March 31, 2001, the major
shareholder had borrowed $168,082 under the line, all of which was advanced to
the Company under the Credit Agreement. As co-signer on the bank line of credit
agreement, the Company is contingently liable for the $168,082 of borrowings
made by the major shareholder. However, the major shareholder has agreed to
apply payments received under the Credit Agreement, net of fees, interest and
other charges, to the repayment of the bank line of credit, and to indemnify and
hold harmless the Company to the extent of payments.

Royalties:

Through a series of
transactions in 1999, the Company acquired the rights to receive royalty
payments of $81,000 from software in which one of Company's officers has an
ownership interest. During the quarter ended December 31, 1999, the Company reached a settlement
agreement for $55,000 and wrote off the remaining balance. The Company received
the $55,000 in January 2000. The Company has no continuing interest in the
rights to receive royalty payments.

Management fees:

The Company has
entered into a month to month management contract for professional services with
an entity controlled by the Company's major shareholder. The contract provides
for management fees of $3,000 per month. During each of the years ended March
31, 2001 and 2000, the Company charged $36,000 to expense for fees pursuant to
this agreement. During 2001 $114,000 of management fees payable were
converted to a note payable.

3.    Furniture and
equipment:

Furniture and equipment is
summarized by major classification as follows as:

| | Computer equipment            | $  69,037
| | ----------------------------- | ---------
| | Computer software             | 39,381   
| | Furniture and fixtures        | 61,588   
| |                               | 170,006  
| | Less accumulated depreciation | (164,248)
| |                               | $   5,758

4.     Revolving line of credit

In May 1999, the
Company entered into a credit agreement, which is similar to a factoring
arrangement with a financial entity. Under the terms of the agreement, the
Company could obtain financing for 85% of specifically identified accounts
receivable. The Company paid a processing fee for financing each receivable
depending upon the number of days from the funding date of the advance until the
invoice is paid by the customer. In addition, the Company paid interest on the
aggregate amount advanced at a rate equal to prime rate plus 2%. During the year
ended March 31, 2000, the weighted average interest rate was approximately
10.2%. The receivables were financed on a full recourse basis and, accordingly,
this financial arrangement has been accounted for as a borrowing. The agreement
was terminated by the financial entity in April 2000. The outstanding balance of
$540,731 subsequently was repaid through collections of the factored
accounts receivable. The Company obtained a line of credit with its
major shareholder.

5.      Capital lease obligations:

The Company has capital lease obligations of approximately $55,400 at March 31, 2001.
The Company defaulted on the corresponding lease payments and the lessors have initiated repossession and legal actions against the Company for full payments
of amounts due.

6.      Commitments and contingencies:

The Company leased
office space in Houston, Texas and Los Angeles, California under non-cancelable
operating leases. In August 2000, the Company closed its office in Los Angeles and in
May 2001, the Company closed its office in Houston. Rent expense was approximately $94,000 and $110,000 for the years
ended March 31, 2001 and 2000, respectively.

In June 1999, the
Company entered into written employment contracts with its president, senior
vice president of sales, and chief financial officer. These arrangements require
aggregate annual compensation of approximately $362,000, payment of performance
bonuses, and issuance of stock options at the sole discretion of the board of
directors. In February 2001, the president of the Company's subsidiary and the
vice president of sales resigned their respective positions. The Company's chief
financial officer resigned in May 2001. The Company is negotiating the terms and
conditions for the termination of these contracts.  Management does not
believe that termination of these contracts have or will result in material
liability to the Company.

During July 2000,
the Company was notified by the Internal Revenue Service ("IRS") of outstanding payroll
tax liabilities and the IRS filed a federal tax lien claiming payment of
interest and penalties for previously unpaid payroll taxes. Management believes
that all payroll tax liabilities have been paid and that the IRS notice is in
error. The Company has engaged legal counsel to resolve the matter and, if
necessary, will vigorously challenge the IRS position. However, the Company has
accrued approximately $180,000 as of March 31, 2001, pending resolution with the
IRS.

7.      Capital stock:

The Company has
50,000,000 shares of $.01 par value preferred stock authorized, with no shares
issued. These shares, when issued, will have preferences and restrictions as
determined by the Company's board of directors.

The common stock of
the Company is divided into Class A and Class B shares. There are a total of
100,010,000 shares of $.001 par value common stock authorized with 10,000 being
designated as Class B shares. The rights of Class A and B shares are identical,
except that Class B shares may only be issued to the Company's chairman of the
board and chief executive officer (the "chairman"). Further, Class B
shares have the right to elect a majority of the board of directors and such
shares automatically convert to Class A shares on a one-for-one basis upon the
transfer to a person other than the chairman or entity not controlled directly
or indirectly by the chairman.

During the year
ended March 31, 2000,
the Company raised $471,800 from the sale of its common stock through private
placements. The Company issued 960,004 shares of common stock in connection with
these sales. The common stock was sold at prices ranging from $0.39 to $0.60 per
share. The Company granted a warrant to purchase 125,000 shares the Company's
common stock at $0.40 per share as a financial inducement to investors who
purchased common stock at $0.60 per share. As the $0.40 per share exercise price
was below management's estimate of the market value of the Company's common
stock on the date of grant, the Company recorded expense of $25,000.

In October 1999,
the Company issued to certain investors a total of 147,205 Class A Warrants,
each exercisable for one-year to purchase a share of common stock at a price of
$1.00 per share. The warrants expired in October 2000.

In January 2000,
the president of the Company's subsidiary, sold 75,000 shares of the Company's
common stock which he owned to three of the Company's employees for $0.40 per
share, which was below management's estimate of the market value of the
Company's common stock on the date of sale. Accordingly, this transaction has
been accounted for as stock-based employee compensation and the Company recorded
expense of $14,000.

In May 1999, the
Company adopted the 1999 Equity Incentive Plan (the "Plan"), which
provides for awards in the form of options, including incentive stock options (ISOs),
non-statutory options (NSOs), stock bonuses, rights to purchase restricted
stock, and stock appreciation rights (SARs). Employees, directors, consultants
and advisors of the Company will be eligible for the grant of NSOs, stock
bonuses, and rights to purchase restricted stock. Only employees will be
eligible for the grant of ISOs and SARs. Under the Plan, options issued are to
generally have exercise prices not less than the fair value of the Company's
common stock. Options generally vest over a nine-year period. An aggregate of
2,500,000 shares of the Company's common stock is reserved for issuance under
the Plan. During the year ended March 31, 2001, the Company granted 100,000
incentive stock options to an employee and 800,000 stock options were forfeited.
During the year ended March 31, 2000, the Company granted 1,800,000 incentive
stock options to employees of which 430,000 stock options were forfeited.
Management believes that the exercise price of the options granted to the
employee was equal to the market value of the Company's common stock at the date
of grant (based on the Company's private placements of common stock) and,
accordingly, no compensation expense has been recorded.

During the year
ended March 31, 2001, the Company granted 90,000 non-qualified options to
directors at an exercise price of $1.50, which exceeded management's estimate of
the market and fair value of the Company's common stock on the date of grant
and, accordingly, no compensation expense has been recorded. During the year
ended March 31, 2000, the Company granted 120,000 non-qualified options to
directors and consultants at exercise prices equal to management's estimate of
the market and fair value of the Company's common stock on the date of grant.
Additionally, the Company granted 30,000 non-qualified options to the major
shareholder at an exercise price of $0.40 per share, which was below
management's estimate of the market value of the Company's common stock on the
date of grant. Accordingly, this transaction has been accounted for as
stock-based employee compensation and the Company recorded expense of $6,000.

The following table
summarizes the aggregate stock option activity for the years ended March 31,
2001 and 2000:

| |                               |  | Shares    | Range of
      exercise price
| | ----------------------------- |  | --------- | -----------------------------
| | Outstanding at April 1, 1999  |  | -         | $              
      -      
| | Granted                       |  | 1,950,000 | 0.40                         
| | Exercised                     |  | -         | -                            
| | Forfeited                     |  | (430,000) | 0.40                         
| | Outstanding at March 31, 2000 |  | 1,520,000 | 0.40                         
| | Granted                       |  | 190,000   | 0.60 - 1.50                  
| | Exercised                     |  | -         | -                            
| | Forfeited                     |  | (800,000) | -                            
| | Outstanding at March 31, 2001 |  | 910,000   | $0.40 - 1.50                 

|Options outstanding at March 31, 2001
|-------------------------------------
|ExercisePrice                        
|$0.40-1.50                           

Had compensation
cost for the Company's stock-based compensation plans been determined based on
the fair value at the grant dates consistent with the provisions of SFAS No.
123, the Company's net loss and net loss per common share for the years ended
March 31, 2001 and 2000 would have increased to the pro forma amounts indicated
below:

| |                                        | 2001              | 2000             
| | -------------------------------------- | ----------------- | -----------------
| | Net loss, as reported                  | $ (1,206,835)     | $ (1,243,428)    
| | Net loss, pro forma                    | $ (1,210,035)     | $ (1,270,828)    
| | Net loss per common share, as reported | $          (0.11) | $          (0.12)
| | Net loss per common share, pro forma   | $          (0.11) | $          (0.12)

The fair value of
each option granted during fiscal year 2001 was estimated on the date of grant
using the minimum value method specified by SFAS No. 123. The following
assumptions were utilized:

| |                                 | 2001    | 2000   
| | ------------------------------- | ------- | -------
| | Expected dividend yield         |         | -      
| | Expected stock price volatility |         | -      
| | Risk-free interest rate         | 6%      | 5.8%   
| | Expected life of options        | 5 years | 5 years

8.Deferred income taxes:

At March 31, 2001, the Company's
deferred tax assets are as follows:

| | Operating loss carry forward            | $ 806,000      
| | --------------------------------------- | ---------------
| | Deferred tax assets valuation allowance | (806,000)      
| |                                         | $             -

The Company has net
operating loss carry forwards of approximately $2,371,000 as of March 31, 2001,
to offset future taxable income, if any. Such net operating losses begin to
expire in 2018 through 2021. The net operating loss carry forwards
may be subject to certain limitations due to a business combination that
occurred in March 1999. As
of March 31, 2001, the Company has provided a 100% valuation allowance for the
deferred tax asset relating to such net operating losses because it could not be
determined that it was more likely than not that the deferred tax asset would be
realized through future earnings. The Company's other deferred tax items are not
significant.

9.      Public Offering:

The Company filed a
registration statement with the Securities and Exchange Commission for the
initial public offering of its common stock to sell up to 1,500,000 shares of
common stock for a proposed offering price of approximately $1.00 per share. The
offering was closed on May 14, 2001. At March 31, 2001, the Company had received
subscriptions for 97,305 shares of its common stock for gross proceeds of
$97,305. Of these proceeds, $72,305 was used to make a payment on a related
party note payable. Subsequent to year-end, the Company received additional
subscriptions for 115,000 shares of its common stock for gross proceeds of
$115,000. The total gross proceeds of $212,305 received by the Company will be
offset by $120,356 of deferred offering costs, which results in net proceeds of
$91,949.

Item 8.     Changes and Disagreements with
Accountants on Accounting and Financial
                
Disclosures

None.

PART III

Item 9.       Directors, Executive
Officers and Key Employees

The name,
position with iGeniSys, age of each Director, executive officer and key employee
of iGeniSys is as follows:

| | Name            | Age | Position                                                                                
| | --------------- | --- | ----------------------------------------------------------------------------------------
| | J. Daniel Bell  | 56  | Chairman of the Board, President, Chief Executive Officer, Chief
      Financial Officer
| | Carylyn K. Bell | 42  | Director, Secretary                                                                     
| | Walter Strycker | 71  | Director                                                                                
| | Henry Fong      | 62  | Director                                                                                

We conduct
business through our wholly owned subsidiary, GeniSys Information Systems, Inc.
The name, position, and age of each Director and executive officer of the
subsidiary are as follows:

| | Name           | Age | Position                                             
| | -------------- | --- | -----------------------------------------------------
| | J. Daniel Bell | 56  | Chairman of the Board, 
      Chief Executive Officer

___________________________

J. Daniel
Bell and Carylyn K. Bell are husband and wife. William M. Bell is the son of J.
Daniel Bell.

The following
sets forth biographical information with respect to our Directors and executive
officers for the prior five years:

J. Daniel
Bellhas been Chairman of the Board and Chief Executive Officer since March
1999and Chairman and Chief Executive Officer of GeniSys Information Systems,
Inc. since inception. Prior to his association with iGeniSys, from 1988 to 1997
Mr. Bell served as Chairman of the Board and Chief Executive Officer of
Industrial Services Technologies, Inc. ("IST"), a Denver-based
acquisition platform company. This company was privately sold to Phillip
Services, Inc., a Canadian-based conglomerate serving the process industries.
Over the past ten years, Mr. Bell has managed or co-managed over twelve
acquisitions of various sizes, including a specialty welding and fabrication
company. Mr. Bell attended Texas A&M University and graduated from Lamar
University with degrees in Economics and Marketing.

Carylyn K.
Bell, Director,Secretary and Treasurer since March 1999, is the wife of J.
Daniel Bell, Chairman of the Board and Chief Executive Officer. In 1985, she
founded Corporate Stock Transfer, Inc., a service company located in Denver,
Colorado representing public and private companies in all aspects of shareholder
needs and continues to serve as its chief executive. From 1988 until 1991, she
held the offices of Secretary and Treasurer of Industrial Services Technologies,
Inc., a Denver based acquisition platform company headed by her husband. She
also served as Secretary for E-Management Corp. from 1987 until 1997.

Walter
Strycker,Director since 1999, joined the Board of Directors of iGeniSys
Inc. in June 1999. Mr. Strycker serves as the President of Marine Coastal
Corporation, a financial, merger and acquisition, and corporate business
consulting firm. Mr. Strycker served as Chief Executive officer of Marie
Callender Pie Shops, Inc. from March 1991 to 1995. Prior to 1991, Mr. Strycker
was employed in various executive positions including Senior Vice President
Wheelabrator Environmental Systems, Senior Vice President Signal Energy Systems,
President Air Pollution Control Division of Wheelabrator Frye, and President of
Associates Venture Capital Corporation. Also, Mr. Strycker was a founder and
Chief Financial Officer of Decimus Corporation, a joint venture with the Bank of
America involving financial leasing and computer services. He also spent fifteen
years with the IBM Corporation in various marketing positions as well as product
development. Mr. Strycker is a graduate of the University of California at
Berkeley with a degree in Finance.

Henry
Fong,Director since 1999, has been the President, Treasurer and a Director
of Equitex, Inc. since its inception in January 1983. Equitex, formerly an
investment company, is now an operating company which has executed a definitive
agreement to merge with a single bank holding company. From 1987 to June 1997,
Mr. Fong was Chairman of the Board and Chief Executive Officer of RDM Sports
Group, Inc. and was its President and Treasurer from 1987 to 1996. From July
1996 to October 1997, Mr. Fong was a Director of IntraNet Solutions, Inc., a
publicly held company which provides internet/intranet solutions to Fortune 1000
companies and was the Chairman of the Board and Treasurer of its predecessor
company, MacGregor Sports and Fitness, Inc., from February 1991 until the two
companies merged in July 1996. From January 1993 to January 20, 1999, Mr. Fong
was Chairman of the Board and Chief Executive Officer of California Pro Sports,
Inc., a publicly traded manufacturer and distributor of in-line skates, hockey
equipment and related accessories. From 1959 to 1982 Mr. Fong served in various
accounting, finance and budgeting positions with the Department of the Air
Force. During the period from 1972 to 1981, he was assigned to senior
supervisory positions at the Department of the Air Force headquarters in the
Pentagon. In 1978 he was selected to participate in the Federal Executive
Development Program, and in 1981 he was appointed to the Senior Executive
Service. In 1970 and 1971, he attended the Woodrow Wilson School, Princeton
University and was a Princeton Fellow in Public Affairs. Mr. Fong received the
Air Force Meritorious Civilian Service Award in 1982. Mr. Fong is a certified
public accountant.

Each director
is elected to serve for a term of one year until a successor is duly elected and
qualified.

Our executive
officers are elected annually at the first meeting of our Board of Directors
held after each annual meeting of stockholders. Each executive officer will hold
office until his successor is duly elected and qualified, until his resignation
or until he shall be removed in the manner provided by our By-Laws.

Currently, we
do not have standing Audit, Compensation or Nominating Committees of the Board
of Directors. During the fiscal year 2002 we do plan to form an Audit Committee.
No member of the Audit Committee will receive any additional compensation for
his service as a member of that Committee and members of this committee will be
primarily comprised of non-officer directors. The Audit Committee will be
responsible for providing assurance that financial disclosures made by
management reasonably portray our financial condition, results of operations,
plan and long-term commitments. To accomplish this, the Audit Committee will
oversee the external audit coverage, including the annual nomination of the
independent public accountants, review accounting policies and policy decisions,
review the financial statements, including interim financial statements and
annual financial statements, together with auditor's opinions, inquire about the
existence and substance of any significant accounting accruals, reserves or
estimates made by management, review with management the Management's Discussion
and Analysis section of the Annual Report, review the letter of management
representations given to the independent public accountants, meet privately with
the independent public accountants to discuss all pertinent matters, and report
regularly to the Board of Directors regarding its activities.

We also plan
to form a Compensation Committee during fiscal 2002. No member of the
Compensation Committee will receive any additional compensation for his service
as a member of that Committee. The Compensation Committee will be responsible
for reviewing pertinent data and making recommendations with respect to
compensation standards for our executive officers, including the President and
Chief Executive Officer, establishing guidelines and making recommendations for
the implementation of management incentive compensation plans, reviewing the
performance of the President and CEO, establishing guidelines and standards for
the grant of incentive stock options to key employees under our Equity Incentive
Plan, and reporting regularly to our Board of Directors with respect to its
recommendations.

Except for J.
Daniel Bell's relationship to Carylyn K. Bell, his wife, and William M. Bell,
his son, there are no family relationships among Directors, nor any arrangements
or understandings between any Director and any other person pursuant to which
any Director was elected as such. Our Class B Common Stock, which can only be
issued to J. Daniel Bell, gives Mr. Bell the right to elect a majority of the
Board. The present term of office of each Director will expire at the next
annual meeting of stockholders.

Director compensation

During the
fiscal year ended March 31, 2001, outside Directors received no cash
compensation or other remuneration for their service on our Board of Directors,
however they were reimbursed their expenses associated with attendance at
meetings or otherwise incurred in connection with the discharge of their duties.

The Board of
Directors has adopted a formula plan pursuant to which outside Directors are
entitled to receive, under our 1999 Equity Incentive Plan, an initial grant of
non-qualified stock options exercisable to purchase 30,000 shares of common
stock and, for each additional year of service after the first year, additional
non-qualified stock options exercisable to purchase 30,000 shares of our common
stock. All non-qualified stock options issuable to outside Directors under the
Plan have an exercise price equal to the fair market value of our common stock
on the date of grant, and are exercisable for a period of five years from the
date of grant.

Directors who
are also our executive officers receive no additional compensation for their
services as Directors.

Item 10.       Executive
compensation

The following
table and discussion set forth information with respect to all compensation
earned by or paid to our Chief Executive Officer, CEO, and our most highly
compensated executive officers other than the CEO, for all services rendered in
all capacities to us and our subsidiaries for each of our last two fiscal years
ended March 31, 2000 and 1999. However, no disclosure has been made for any
executive officer, other than the CEO, whose total annual salary and bonus does
not exceed $100,000.

Table 1

|Summary Compensation Table        
|----------------------------------
|                                  
|                                  
|Name and PrincipalPosition        
|J. Daniel Bell, Chairman          
|                                  
|                                  
|Craig Crawford, Vice     President
|                                  
|                                  
|Jeff Spencer, Vice President      
|                                  
|                                  

Employment agreements

All written
employment agreements previously entered into by the Company with its executive
officers and key employees have been terminated.

We have not
obtained any key man life insurance on any of our executive officers.

Equity Incentive Plan

On May 17,
1999 we adopted an Equity Incentive Plan. Pursuant to the Plan, stock options
granted to eligible participants may take the form of incentive stock options or
ISOs under Section 422 of the Internal Revenue Code of 1986, as amended, or
options which do not qualify as ISOs, known as non-qualified stock options or
NQSOs. As required by Section 422 of the Code, the aggregate fair market value
of our common stock with respect to our ISOs granted to an employee exercisable
for the first time in any calendar year may not exceed $100,000. The foregoing
limitation does not apply to NQSOs. The exercise price of an ISO may not be less
than 100% of the fair market value of the shares of our common stock on the date
of grant. The exercise price of an NQSO may be set by the Plan administrator. An
option is not transferable, except by will or the laws of descent and
distribution. If the employment of an optionee terminates for any reason (other
than for cause, or by reason of death, disability, or retirement), the optionee
may exercise his options within a ninety day period following such termination
to the extent he was entitled to exercise such options at the date of
termination. Either our Board of Directors (provided that a majority of
directors are "disinterested") can administer the Plan, or our Board
of Directors may designate a committee comprised of directors meeting certain
requirements to administer the Plan. The Administrator will decide when and to
whom to make grants, the number of shares to be covered by the grants, the
vesting schedule, the type of award and the terms and provisions relating to the
exercise of the awards. An aggregate of 2,500,000 shares of our common stock is
reserved for issuance under the Plan.

At July 31,
2001, we had outstanding no incentive stock options under the Plan, and 240,000
non-qualified stock options have been issued to outside directors and
consultants exercisable at a weighted average exercise price of $.81 per share.

The following
tables set forth certain information concerning the granting and exercise of
incentive stock options during the last completed fiscal year by each of the
named executive officers.

Table 2Option/SAR Grants for Last
Fiscal Year - Individual Grants

|Name           | Number of Securities Underlying Options/SARs Granted
      (#) | % of Total Options/SARs Granted to Employees inFiscal Year | Exercise Price($/sh) | Expiration Date
|-------------- | -------------------------------------------------------------- | ---------------------------------------------------------- | -------------------- | ---------------
|J. Daniel Bell | -0-                                                            | -0-                                                        | -0-                  | -0-            

The options
granted to these officers vest in these officers over the next five years. None
of these options have been exercised by the officers.

Table 3

|Aggregated Option/SAR Exercises in Last Fiscal Year
      and FY-End Option/SAR Values
|--------------------------------------------------------------------------------------
|Name                                                                                  
|J. Daniel Bell                                                                        

___________________________

Value
Realized is determined by calculating the difference between the aggregate
exercise price of the options and the aggregate fair market value of our common
stock on the date the options are exercised.

The value of
unexercised options is determined by calculating the difference between the fair
market value of the securities underlying the options at fiscal year end and the
exercise price of the options. The fair market value of the securities
underlying the options are based upon the determination of the Board of
Directors in light of the arms-length transactions in the same securities.

Indemnification and Limitation on Liability of Directors

Our Articles
of Incorporation provide that we shall indemnify, to the fullest extent
permitted by Colorado law, any director, officer, employee or agent of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official of the person, against judgments, penalties,
fines, settlements and reasonable expenses incurred by the person in connection
with the proceeding if certain standards are met. At present, there is no
pending litigation or proceeding involving any of our directors, officers,
employees or agents where indemnification will be required or permitted. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.

Our Articles
of Incorporation limit the liability of our directors to the fullest extent
permitted by the Colorado Business Corporation Act. Specifically, our directors
will not be personally liable for monetary damages for breach of fiduciary duty
as directors, except for:

| | * | any breach of the duty of loyalty to us or our
      stockholders,                                                                                              
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | acts or omissions not in good faith or that involved
      intentional misconduct or a knowing violation of law,                                                
| | * | dividends or other distributions of corporate assets
      that are in contravention of certain statutory or contractual
      restrictions,                    
| | * | violations of certain laws, or                                                                                                                                  
| | * | any transaction from which the director derives an
      improper personal benefit. Liability under federal securities law is not
      limited by the Articles.

Item 11. Security Ownership of Certain Beneficial Owners and
Management

To our
knowledge, the following table sets forth, as of the date of this report,
information regarding the ownership of our Class A common stock by:

| | * | persons who own more than 5% of our Class A common
      stock;    
| | - | -------------------------------------------------------------------
| | * | each of our directors and each of our executive
      officers; and
| | * | all directors and executive officers as a group.                   

Each person has sole voting and investment power with respect
to the shares shown, except as noted.

|Name and Addressof Beneficial Owner                                 | Amount and Natureof Beneficial Ownership | Percent of Class | 
|------------------------------------------------------------------- | ---------------------------------------- | ---------------- | 
|J. Daniel Bell
      2750 East Cedar Avenue
      Denver, CO 80209  | 10,000                                   | nil              | 
|Carylyn K. Bell
      2750 East Cedar Avenue
      Denver, CO 80209 | 6,382,221                                | 58.4%            | 
|Walter Strycker                                                     | 60,000                                   | .4%              | 
|Henry Fong                                                          | 684,008                                  | 6.0%             | 
|William Maury Bell                                                  | 121,878                                  | .9%              | 
|Jeffrey Spencer                                                     | 606,695                                  | 5.5%             | 
|Gulfstream Financial
      Partners, LLC                            | 558,375                                  | 5.1%             | 
|All Officers and Directors
      as a Group (5 persons)             | 7,258,107                                | 65.4%            | 

______________________

Under SEC
Rules, we include in the number of shares owned by each person the number of
shares issuable under outstanding options if those options are exercisable
within 60 days of the date of this report. We calculate the ownership of each
person who owns exercisable options by adding (i) the number of exercisable
options for that person only to (ii) the number of total shares outstanding and
dividing that result into (iii) the total number of shares and exercisable
options owned by that person.

The
percentages shown in the table do not reflect voting percent. Mr. Bell's 10,000
shares of Class B Common Stock entitle him to elect a majority of our directors.

Unless
otherwise noted, the address of each person is 3200 Cherry Creek Drive South,
Suite 430, Denver, Colorado 80209.

The
percentages shares do not give effect to the exercise of any outstanding options
or warrant.

J. Daniel
Bell is the husband of Carylyn K. Bell and the father of William Maury Bell. Mr.
Bell's ownership consists of 10,000 shares of Class B Common Stock. Mr. Bell's
10,000 shares of Class B Common Stock entitle him to elect a majority of our
directors. On matters other than the election of directors, the shares of Class
B Common Stock are counted equally with shares of Class A Common Stock.

Mrs. Bell's
ownership includes 550,000 shares of common stock held by Mrs. Bell as custodian
of Caitlyn Ann Bell, Christopher Ryan Bell, Henry Daniel Bell, Ian Gregory Bell
and Kathleen Ann Bell under the Colorado Uniform Gifts to Minors Act. Also
includes 2,800,000 shares held of record by McCandish, LLC, a limited liability
company of which Mrs. Bell is a manager and controlling person.

Mr.
Strycker's ownership consists of non-qualified stock options granted under the
Plan exercisable to purchase 30,000 shares of common stock at an exercise price
of $.40 per share and an additional 30,000 shares of common stock at an exercise
price of $1.50 per share.

Mr. Fong's
ownership includes non-qualified stock options granted under the Plan
exercisable to purchase, in the aggregate, 30,000 shares of common stock at an
exercise price of $.40 per share and 30,000 shares at a price of $1.50 per
share. Includes the 558,375 shares of common stock held of record by Gulfstream
Financial Partners, LLC, of which Mr. Fong would be deemed a beneficial owner by
virtue of his power to vote and dispose of such shares. Gulfstream Financial
Partners, LLC is a Colorado Limited Liability Company whose members include
Henry Fong, a member of the Board of Directors. The members have the authority
by majority vote to make decisions with respect to the voting or disposition of
those shares owned by us.

Item 12.      Certain
Relationships and Related Transactions

Founders and promoters of GeniSys Information Systems, Inc.

When GeniSys
was formed and organized in 1997, it issued shares of its common stock to the
following persons for the consideration set forth below:

| | Name            | Class   | Number ofShares | Consideration                                                     
| | --------------- | ------- | --------------- | ------------------------------------------------------------------
| | Carylyn K. Bell | Class A | 1,660,000       | $25,000; conversion of $75,000 of debt plus accrued
      interest
| | J. Daniel Bell  | Class B | 10,000          | $100                                                              

In March 1999
when we acquired GeniSys, we issued to Mrs. Bell a total of 6,682,571 shares of
our common stock in exchange for her shares of Class A Common Stock of GeniSys.
In that exchange, Mr. Bell received 10,000 shares of our Class B Common Stock in
exchange for 10,000 shares of Class B Common Stock of GeniSys.

Bridge loans and conversion

In
anticipation of completing our acquisition of GeniSys, we arranged for a total
of $580,000 of bridge loans in February 1999 which GeniSys Information Systems,
Inc. used for working capital. The persons who made the bridge loans then agreed
to convert all of the loans into 1,472,083 shares of common stock at the same
time that the acquisition of GeniSys was completed. This represented conversion
of the bridge loans into common stock at a value of $.394 per share. The bridge
loans were held by 17 persons, including Mr. Fong, one of our directors, who
converted $200,000 in loans.

Acquisition of GeniSys Information Systems, Inc.

In March
1999, we completed the acquisition of 100% of the outstanding shares of common
stock of GeniSys in exchange for 7,516,740 shares of common stock. This resulted
in the persons who control GeniSys, Mr. and Mrs. Bell, acquiring control of the
iGeniSys as well.

Transactions with principal shareholder

Carylyn K.
Bell is one of our founders and promoters and our largest principal shareholder.
During the past two years, we have had a number of transactions with Mrs. Bell
which can be summarized as follows:

| | * | Mrs. Bell previously provided working capital through a
      factoring line of credit and revolving line of credit which reached a
      maximum principal amount of $400,000, until repaid in May of 1999 when we
      obtained a credit arrangement with a commercial financing source.                                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Mrs. Bell currently provides us a factoring line of
      credit for our receivables in the maximum amount of $750,000. Mrs. Bell
      receives a 2% fee on all factored receivables, together with interest at
      the rate of prime plus 2%. She uses draws from the Guaranty Bank line of
      credit to fund the advances, on which she pays interest at the rate of
      prime plus 1%. Mrs. Bell has been granted a security interest in our
      software to secure our obligation under the factoring line. As of March
      31, 2001, the outstanding balance due to Mrs. Bell under this factoring
      arrangement was approximately $168,082.
| | * | Mrs. Bell has provided numerous loans to the Company
      which, as of March 31, 2001, total $167,611. These loans, with 15%
      interest, are evidenced by notes due in August 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | * | Mrs. Bell arranged for a $100,000 loan for us at a
      financial institution and the loan is secured by a $100,000 certificate of
      deposit owned by Mrs. Bell.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | * | Mrs. Bell is the principal owner of our transfer agent,
      Corporate Stock Transfer, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | * | We use office space provided by Corporate Stock
      Transfer, Inc. in its Denver, Colorado offices and pay rent of $1,500 for
      this space and administrative services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | * | We have agreed to pay $3,000 per month for financial
      advisory services to McCandish Partners, a company owned by Mrs. Bell. As
      of March 31, 2001, $114,000 in accrued and unpaid fees were converted to a
      15% note, due on demand. Starting April 1, 2001, these fees were reduced
      to $2,000 per month.                                                                                                                                                                                                                                                                                                                                  
| | * | Mrs. Bell is a co-borrower under our credit line with
      Guaranty Bank & Trust Company in the amount of $750,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

While we have
not formally adopted any policy controlling transactions with our affiliates and
principal shareholders, in each instance we believe that the terms of these
arrangements are commercially reasonable. Mrs. Bell has made working capital
available to us under circumstances where we were unable to obtain it from other
sources.

Transactions by certain affiliates

In January
2000, Mr. Craig Crawford, a former President and Director of our subsidiary,
sold to three of our other employees 70,000 shares of common stock which he
owned, which sales were at a price of $.40 per share. These transactions
resulted in a one-time, non-cash charge against our income in January because
they are viewed as being essentially compensatory in nature and the shares were
sold at less than fair market value.

In February
2000, Mr. Fong, a member of our Board of Directors, loaned us $100,000. This
loan was made to meet our operating cash needs to purchase some past-due
invoices from our financial institution. This loan is secured by the purchased
invoices and a second lien on our software products. The loan carries an
interest rate of 15% and is payable in December 2000. In March 2000,
approximately $30,000 of this note was repaid. Mr. Fong purchased 82,305 shares
of our common stock at a price of $1.00 per share. The proceeds of such sale
were used to repay the balance of the loan.

Item 13. Exhibits and Reports on Form 8-K

(a)      Exhibits

| | *2.0   | Agreement Concerning the Exchange of Common Stock between Zion
      Enterprises, Inc. and GeniSys Information Systems, Inc. with exhibits
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------
| | *3.1   | Amended and Restated Articles of Incorporation                                                                                            
| | *3.2   | Bylaws                                                                                                                                    
| | *4.1   | Specimen Common Stock Certificate                                                                                                         
| | *4.2   | Specimen Warrant Certificate                                                                                                              
| | *4.3   | Form of Subscription Agreement                                                                                                            
| | *5.0   | Opinion of Neuman & Drennen, LLC                                                                                                          
| | *10.1  | 1999 Equity Incentive Plan                                                                                                                
| | *10.2  | Computer Sciences Corporation/IRS Prime Subcontract Agreement                                                                             
| | *10.3  | Arthur Andersen, LLP Subcontract Agreement for Chem Demil                                                                                 
| | *10.4  | Arthur Andersen, LLP Subcontract Agreement for Air Products, Inc.                                                                         
| | *10.5  | Consulting and Software License Agreement with Kinkos, Inc.                                                                               
| | *10.6  | Agreement with Cable Constructors, Inc. for Charter Communications,
      Inc.                                                            
| | *10.7  | Agreement with Nivo International Corporation                                                                                             
| | *10.8  | Proposal for Work with ABB Network Management                                                                                             
| | *10.9  | Statement of Work Phase One for Charter Communications, Inc.                                                                              
| | *10.10 | Office Sublease with Old Republic National Title Insurance Company
      (Houston)                                                        
| | *10.11 | Koll Business Center Lease with John Hancock Mutual Life Insurance
      Company (Torrance, California)                                   
| | *10.12 | Revolving Loan Agreement with Guaranty Bank & Trust Company                                                                               
| | *10.13 | Employment Agreement with Cameron Kruse                                                                                                   
| | *10.14 | Employment Agreement with Craig Crawford                                                                                                  
| | *10.15 | Employment Agreement with Jeff Spencer                                                                                                    
| | *21.0  | List of Subsidiaries                                                                                                                      

______________________

*  Incorporated
by reference from the Company's Registration Statement on Form SB-2/A-1,
          SEC File
No. 333-90117, filed on December 8, 2000.

(b)      Reports
on Form 8-K

The Registrant filed no
Current Reports on Form 8-K during the fourth quarter ended March 31, 2001.

SIGNATURES

Pursuant to the
requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                       |                                                                                        | iGENISYS, INC.
|---------------------- | -------------------------------------------------------------------------------------- | --------------
|Date: November 1, 2001 | By:/s/ J. Daniel Bell   J. Daniel Bell, President and Chief Executive
         Officer

In accordance
with the Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

|Signature                          | Position                                                       | Date   
|---------------------------------- | -------------------------------------------------------------- | -------
|/s/ J. Daniel BellJ. Daniel Bell   | Chairman of the Board
      President, Chief Executive Officer | 11/1/01
|/s/ Carylyn K. BellCarylyn K. Bell | Director, Secretary                                            | 11/1/01
|/s/ Walter StryckerWalter Strycker | Director                                                       | 11/1/01
|/s/ Henry FongHenry Fong           | Director                                                       | 11/1/01