<PAGE>   1
                       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 1934

                   For The Fiscal Year Ended January 31, 2000

                          Commission File Number 1-9115

                                 COMPUTRAC, INC.
                 (Name of small business issuer in its charter)

              TEXAS                                       75-1540265
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)

 222 MUNICIPAL DRIVE, RICHARDSON, TEXAS                     75080
(Address of principal executive offices)                  (Zip Code)

          Issuer's telephone number, including area code (972) 234-4241

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                          Name of Each Exchange
    Title of Each Class                                    on Which Registered
    -------------------                                   --------------------

COMMON STOCK, $.01 PAR VALUE                             AMERICAN STOCK EXCHANGE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not 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 [X]

The issuer's revenues for the fiscal year ended January 31, 2000 were
$5,227,332.

As of April 27, 2000, the aggregate market value of the voting stock held by
non-affiliates of the issuer was $5,456,515.

As of April 27, 2000, the number of shares outstanding of the issuer's common
stock was 6,272,631.

                       DOCUMENTS INCORPORATED BY REFERENCE

Parts of the issuer's Proxy Statement for the issuer's 2000 Annual Meeting of
Shareholders are incorporated by reference in Part III of this Form 10-KSB
Report.

Transitional Small Business Disclosure Format (check one) Yes ( ) No (X)


                                      -1-
<PAGE>   2


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

     The Company was organized under the laws of the State of Texas in January,
1977. The Company develops, markets, services and supports integrated computer
systems and software applications designed for law firms. The Company's products
assist its customers in such applications as timekeeping, tracking
disbursements, billing, accounting, management and financial reporting, conflict
of interest and other law firm management applications. The Company markets its
systems throughout the United States and Canada.

     The Company believes that, historically, it has been one of the major
suppliers of computer systems and services for medium size law firms (21 to 50
timekeepers) and large size law firms (51 plus timekeepers). The majority of
customer systems currently in place utilize Hewlett-Packard equipment, which the
Company is authorized to resell to end-users. Prices for these systems have
ranged from $60,000 for a small law firm (up to 20 timekeepers) to $650,000 or
more for an integrated system for accounting and practice support applications
for a large law firm. All of the systems marketed by the Company are sold in
conjunction with services including a separately priced annual maintenance
agreement, customized conversion services, customer training, customer support,
product enhancements and software maintenance services. Annual maintenance
agreements and ongoing support services relative to these systems provide the
Company with a continuing source of revenue during the term of the agreement.

LAW FIRM MANAGEMENT SYSTEM

     Software which enables law firms to more efficiently perform and evaluate
administrative and business functions constitutes the Company's principal
products. These products are called the Law Firm Management System ("LFMS"). The
Company's earlier generation products, designed for medium to large law firms,
run on mini-computers in either the HP3000 Series or the HP9000 Series, while
some peripheral products run on IBM-compatible micro-computers. Full
interoperability support is provided for all popular network operating systems,
including Novell Netware(R), Banyan Vines(TM), and Microsoft NT, thus enabling a
law firm to upgrade its computer hardware without having to replace its
operating system software. The Company's software applications run in several
different operating system environments, including UNIX, MPE/iX(R) (native HP),
MS-DOS(R), Windows(R) 95, Windows 98, and Windows NT. The Company's LFMS for
Windows product line is a next generation time and billing system designed for
small and medium size law firms. This product, which was introduced in January
1998, is a client/server software system created exclusively with Microsoft(R)
development tools operating on micro-computers with 32-bit Windows(R) 95,
Windows 98 or Windows NT(R) operating environments. In January 2000, the Company
introduced its LFMS 2000 product line designed for larger law firms and
providing for complete compatibility with Windows 95, Windows 98, Windows NT,
and Windows 2000 environments. LFMS 2000 provides for three-tier architecture
running over Microsoft SQL Server 7.0.

     The core of the Company's software includes the ability to capture time and
disbursements incurred on behalf of clients, billing, trust accounting, accounts
payable, accounts receivable, general ledger, drill-down inquiry, profitability
analysis, and management and financial reporting. Practice management software
included within the LFMS software system consists of modules such as conflict of
interest software developed by the Company and products developed by third-party
software vendors to accomplish functions including marketing, file management,
and overall better management of the client's business environment.

     Additionally, the CompuTrac LFMS for Windows products provide the ability
for small and medium size law firms to manage their business using professional
business products. These products were created exclusively with Microsoft
development tools such as MSAccess, SQL-Server, C++, OLE and ODBC. Use of these
products allow law firms to integrate with Microsoft Office products to
accomplish tasks such as uploading budgets from Excel, alerting professionals
within the firm when a value has reached a specified percentage of the budget,
and generating client invoices as Microsoft Word files to forward to the client
via the Internet.


                                      -2-
<PAGE>   3


INTELLECTUAL PROPERTY RIGHTS

     The Company regards all of its software products as proprietary. The
Company does not sell or transfer title to its software. The Company's software
products are generally licensed to end-users on a "right to use" basis pursuant
to a perpetual non-transferable license that restricts the use of the software
to the customer's operations at one or more designated computer sites. The
Company relies on a combination of copyright, trademark, and trade secret laws,
as well as non-disclosure agreements, to establish and maintain its proprietary
rights. Computer software generally cannot be patented and existing copyright
laws afford only limited protection. Also, there can be no assurance that the
Company's competitors will not independently develop software that is equivalent
to the Company's. Further, no assurance can be given that the Company will have
the financial resources to engage in litigation against parties who may infringe
its intellectual property rights. While the Company realizes that its
competitive position may be affected by its ability to legally protect its
software, the Company believes the impact of this protection is less significant
to its commercial success than factors such as the level of experience of the
Company's personnel, name recognition, and the successful development and
marketing of new products.

HARDWARE

     The earlier generation LFMS software is designed for use in conjunction
with various network operating systems operating with either the HP3000 or
HP9000 UNIX-based computer systems, which the customer typically purchases from
the Company. The CompuTrac LFMS for Windows client/server software version was
designed to be installed on personal computers connected through a Microsoft or
Novell network environment.

MARKETING

     The Company markets its products through presentations at state, regional
and national conferences of lawyers, law firm administrators and information
system managers. The Company also advertises in regional and national
publications and engages in telemarketing and direct mail campaigns focused on
the legal market. During fiscal 2000 and 1999, the Company expended
approximately $130,000 and $41,000 in its marketing and advertising efforts to
promote its products.

     The CompuTrac LFMS for Windows products offer a significantly expanded
potential market to the Company. With the LFMS earlier generation products,
market focus historically concentrated on medium and large size law firms. In
their current release, the CompuTrac LFMS for Windows products are designed to
meet the needs of small and medium size law firms. Subsequent releases will
again accommodate the requirements of larger law firms.

MAINTENANCE, INSTALLATION AND TRAINING

     The Company provides software maintenance for a fixed monthly fee which
covers enhancements, modifications and improvements to the licensed software.
Such services do not generally require customer site visits by Company
personnel.

     The CompuTrac LFMS for Windows software products are installed by Company
representatives on personal computers located at the law firm client site.
Customer training on the products is conducted either on-site at the law firm
office or at the Company's training center located at the Company's corporate
offices in Richardson, Texas. All training is conducted by trained Company
personnel. Additionally, law firm personnel utilize computer-based training
tutorials developed by the Company for selected software modules within the
CompuTrac LFMS for Windows suite of products.

COMPETITION

     The computer software systems industry is highly competitive. Software
designed to accomplish substantially the same purposes as the products of the
Company is readily available from numerous competitors. The Company competes on
the basis of the quality of its products and services, its insights into the
needs of law firms and its reputation. The Company believes that its pricing
policies are competitive with those of its competitors.


                                      -3-
<PAGE>   4


EMPLOYEES

     As of March 31, 2000, the Company employed 51 full-time employees and 3
part-time employee of which 33 employees provided technical support and product
development services, 7 were engaged in sales and marketing and 14 were employed
in finance, accounting and administration. No employees are represented by a
union or covered by a collective bargaining agreement. The Company believes that
its relationship with its employees is good.

RESEARCH AND DEVELOPMENT

     During the two years ended January 31, 2000 and 1999, the Company expended
approximately $1.1 million and $1.2 million on software research, development
and production costs, respectfully. Net software research, development and
production expenses, after capitalization of certain software development costs,
amounted to $505,000 for the fiscal year ended January 31, 2000, and $673,000
for the fiscal year ended January 31, 1999. The Company anticipates its
expenditures for research, development and production in fiscal 2000 will
approximate current levels.

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-KSB contains "forward-looking" statements, as defined in
Section 21E of the Securities Exchange Act of 1934, as amended, that are based
on current expectations, estimates and projections. Statements that are not
historical facts, including statements about the Company's beliefs and
expectations, are forward-looking statements. These statements contain potential
risks and uncertainties and, therefore, actual results may differ materially.
There are numerous factors, which are not within the Company's control, that may
cause actual results to differ from those contemplated by such forward-looking
statements, including but not limited to the rapid rate of change in computer
hardware and software technology and the potential obsolescence of the Company's
existing products; the development of superior products by competitors;
increased competition from existing and new competitors; the lack of acceptance
of the Company's new or existing products by customers; dependence on
Hewlett-Packard for the availability of hardware to support the LFMS software;
and adverse changes in economic conditions in the legal profession or the
economy generally. The Company has recently begun selling and installing its new
CompuTrac LFMS for Windows software products and there can be no assurance that
the CompuTrac LFMS for Windows products will be successful in competing with
competitors' software products in the law firm management software market. The
Company undertakes no obligation to update publicly any forward-looking
statements whether as a result of new information, future events or otherwise.

ITEM 2. DESCRIPTION OF PROPERTY

     The Company owns its corporate headquarters and operating facilities
located in Richardson (Dallas County), Texas. The building contains
approximately 20,000 square feet and has a parking area of approximately 50,000
square feet. At January 31, 2000, these facilities were subject to a mortgage
note payable with a remaining balance of approximately $23,000. The Company
believes its current facility is of adequate size for the conduct of its
business. The Company also owns 10.97 acres of undeveloped land located in
Frisco, Texas, which it has listed for sale.

     In connection with its systems development and servicing programs, the
Company owns and operates one HP 3000 Micro Classic, one HP 3000 Series 937LX,
one HP 3000 Series 957, one HP 9000 Series 887 and one HP 9000 Series 817. The
Company also owns and utilizes various local area networks, personal computers
and other peripheral equipment including printers, micro-computers, scanners and
other equipment.

ITEM 3. LEGAL PROCEEDINGS

     The Company is not a party to any legal proceedings. The Company is not
aware of any pending or contemplated proceeding against it by governmental
authorities concerning environmental matters. The Company knows of no legal
proceedings, pending or threatened, or judgments entered against any Director or
Officer of the Company in his or her capacity as such.


                                      -4-
<PAGE>   5


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of shareholders of the Company during
the fourth quarter of the fiscal year ended January 31, 2000.


                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is traded on the American Stock Exchange under
the trading symbol "LLB". The Company has not declared or paid cash dividends
since fiscal 1988 and does not anticipate any dividends will be declared or paid
in the foreseeable future. The Company intends to retain any earnings to finance
the development and expansion of the Company's operations.

     At April 27, 2000, there were approximately 245 holders of record and
approximately 1,000 beneficial owners of the Company's Common Stock. For the
periods indicated below, the following table sets forth the high and low sales
prices as reported by the American Stock Exchange.



<TABLE>
<CAPTION>
                                        Market Price
                                        ------------
                                       High       Low
                                       ----       ---
<S>                                   <C>         <C>
          1999 Fiscal Year:
                   First Quarter      1  1/16     3/4
                   Second Quarter     1           3/4
                   Third Quarter        13/16     3/8
                   Fourth Quarter     1  1/16    7/16

          2000 Fiscal Year:
                   First Quarter      1   1/4     3/4
                   Second Quarter     1  3/16   14/16
                   Third Quarter      1          9/16
                   Fourth Quarter     2 13/16    9/16
</TABLE>


     The closing sales price per share of the Common Stock on the American Stock
Exchange on April 27, 2000 was $1 5/16.


                                      -5-
<PAGE>   6


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

     The following table sets forth, for the fiscal years indicated, items in
     the Consolidated Statements of Operations expressed as a percentage of
     operating revenues:


<TABLE>
<CAPTION>
                                                         Year Ended January 31,
                                                           2000        1999
                                                          ------      ------
<S>                                                       <C>         <C>
Revenues:
         Systems sales                                        21 %        19 %
         Services and support                                 79          81
                                                          ------      ------
                                                             100         100
Costs and expenses:
         Cost of system sales                                  8           8
         Cost of services and support                          5           6
         Amortization of capitalized software                  7           7
         Operating expenses                                   23          22
         Selling, general and administrative expenses         53          59
         Software research and development costs              10          14
                                                          ------      ------
                                                             106         116

         Loss from operations                                 (6)        (16)
         Interest income, net                                  3           3
                                                          ------      ------
         Net loss                                             (3)%       (13)%
                                                          ======      ======
</TABLE>


                                      -6-
<PAGE>   7


YEAR ENDED JANUARY 31, 2000 COMPARED TO YEAR ENDED JANUARY 31, 1999

     Total revenues rose from $4.9 million in fiscal 1999 to $5.2 million in
fiscal 2000, an increase of $316,000, or 6% over the prior fiscal year. System
sales revenues increased $150,000, or 16% from $929,000 in fiscal 1999 to just
under $1.1 million in fiscal 2000. The increase in systems sales revenue was a
result of an increase in the number of new systems sold and the average system
selling price between periods.

     Services and support revenues increased 4%, or $165,000 from just under $4
million in fiscal 1999 to $4.1 million in fiscal 2000. Services and support
revenues are comprised of software and hardware maintenance fees, programming
support charges and various other service revenue fees such as training,
installation and conversion revenues. The increase in services and support
revenues in fiscal 2000 is attributable to increased services associated with
the increase in new systems sales during the period.

     Cost of system sales as a percentage of system sales revenues was almost
unchanged between periods at 40% in fiscal 2000 compared to 41% in the prior
fiscal year. This decrease is associated with a greater mix of LFMS for Windows
systems sales in the current year which do not have any material hardware
component. Cost of services and support as a percentage of services and support
revenue decreased slightly, from 7% in fiscal 1999 to 6% in fiscal 2000. Cost of
services and support is primarily comprised of programming and support staff
costs directly associated with the performance of the requested service and
certain third party costs associated with maintenance fees included in services
and support revenues.

     Amortization of capitalized software was unchanged, totalling $371,064
during both fiscal periods, as software development costs capitalized between
periods were not yet subject to amortization.

     Operating expenses increased $139,000, or 13% from just under $1.1 million
in fiscal 1999 to $1.2 million in fiscal 2000. This overall increase relates
primarily to an increase in personnel costs associated with the company's
computer support and training services.

     Selling, general and administrative expenses decreased $146,000, or 5%,
from $2.9 million in fiscal 1999 to $2.7 million in fiscal 2000. This decrease
was primarily attributable to a decrease in staff and other personnel expenses
during the year.

     Software research and development expenses decreased $168,000, or 25% from
$673,000 in fiscal 1999 to $505,000 in fiscal 2000. This decrease is
attributable to a decrease in costs classified as expense and an increase in
research and development costs associated with software products qualifying for
capitalization during the year. The Company will continue to capitalize those
costs associated with continued enhancements and improvements to the CompuTrac
LFMS for Windows and LFMS 2000 software product lines.

     Net interest income decreased 11%, from $151,000 in fiscal 1999 to $134,000
in fiscal 2000 due to lower interest rates and fewer funds available for
investment purposes between periods. In fiscal 1999, net interest income was
comprised of approximately $168,000 of interest income, relating primarily to
investment interest income, offset by approximately $17,000 of interest expense.
In fiscal 2000, net interest income was comprised of approximately $143,000 of
interest income, relating primarily to investment interest income, offset by
approximately $9,000 of non-operating expense of which $7,000 was mortgage
interest expense.


FLUCTUATIONS IN INTERIM PERIOD OPERATING RESULTS

     Management of the Company believes that, historically, interim results and
period-to-period comparisons have been neither predictable nor an accurate
measure of the annual performance of the Company. The Company has experienced
and expects to continue to experience period-to-period fluctuations in the
number of systems sold, revenues and net income. Although recent revenues of the
Company have primarily been derived from service and support revenues,
fluctuations in LFMS system sales revenues have historically resulted from the
sale of a small number of relatively expensive systems, the policy of the
Company of recognizing revenue upon delivery of the hardware and delivery and
acceptance of the software, the equipment availability of hardware from the
Company's hardware supplier,


                                      -7-
<PAGE>   8


and the desire of the customer to accelerate or delay the date of delivery.
These factors tend to distort the operating results of an interim period.
Additionally, sales are not made or recognized evenly throughout the fiscal year
or any interim period, thus making meaningful interim period comparisons
difficult. These fluctuations may also have a significant impact on
profitability in any interim period as a result of the relatively fixed nature
of operating costs and selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

     Cash provided by operating activities was $254,000 during fiscal 2000
compared with $62,000 used in operating activities during fiscal 2000. The
company attributes this positive result to the significant decrease in its net
operating loss during the period. Cash used in investing activities during
fiscal 2000 was $772,000 compared to $552,000 provided by investing activities
during fiscal 1999. This decrease in cash is attributable to an increase in
expenditures for property, furniture and equipment and capitalized software
between periods and an increase of short-term investments purchased during the
period. Cash used in financing activities during fiscal 2000 was $129,000
compared with $47,000 used during fiscal 1999. The increase in cash used in
financing activities was attributable to a decrease in treasury share issuances
and an increase in principal payments associated with the Company's mortgage
note payable between periods.

     The Company has not made any material commitments for capital expenditures,
however, the Company anticipates continued expenditures will be made during
fiscal 2001 in the areas of development, sales, marketing and support of its
CompuTrac LFMS for Windows software products. Until the Company is able to
generate consistent positive cash flow from operations, these expenditures will
be funded in part by cash flow from investment activities of the Company.

     At January 31, 2000 and 1999, the Company has established a 100% valuation
allowance to fully offset the net deferred tax asset balances of $1,657,000 and
$1,595,000, respectively. Factors considered in management's assessment that
significant uncertainties exist regarding the realization of these assets
include (1) uncertainty regarding the future success and timing of sales of the
Company's new Windows-based products, (2) financial and economic pressures in
the Company's primary customer market (i.e. legal industry) and (3) historical
operating losses over the last several years.

     Working capital and the ratio of current assets to current liabilities are
as follows:


<TABLE>
<CAPTION>
                                  Working             Current
                                  Capital              ratio
                                  -------              -----
<S>                             <C>                   <C>
         At January 31:
              2000              $ 2,604,576           3.8 to 1

              1999              $ 3,392,738           5.7 to 1
</TABLE>


     Current assets consist primarily of cash, short-term investments, accounts
receivable and unbilled revenues from system sales and services.


                                      -8-
<PAGE>   9


ITEM 7. FINANCIAL STATEMENTS

BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       Year Ended January 31,
                                                                                       2000              1999
                                                                                    -----------      -----------
<S>                                                                                 <C>              <C>
ASSETS

Current assets:
      Cash and cash equivalents                                                     $   352,970      $ 1,000,959
      Short-term investments                                                          2,200,000        2,092,828
      Accounts receivable, net of allowance for doubtful accounts
      of $119,000 and $131,000, respectively                                            610,510          672,873
      Other current assets                                                              376,953          344,350
                                                                                    -----------      -----------
        Total current assets                                                          3,540,433        4,111,010

Property, furniture and equipment                                                     1,181,846        1,288,679
Land held for resale                                                                    254,122          254,122
Capitalized software                                                                  2,140,252        1,963,937
Other assets                                                                            551,274          491,444
                                                                                    -----------      -----------
        Total assets                                                                $ 7,667,927      $ 8,109,192
                                                                                    ===========      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Accounts payable                                                              $   142,573      $   216,840
      Accrued expenses                                                                  144,716          100,869
      Stock purchase payable                                                            434,625
      Deferred systems revenues                                                         190,750          308,210
      Short-term portion of mortgage note payable                                        23,193           92,353
                                                                                    -----------      -----------
        Total current liabilities                                                       935,857          718,272
      Long-term portion of mortgage note payable                                             --           23,193
                                                                                    -----------      -----------
        Total liabilities                                                               935,857          741,465
                                                                                    -----------      -----------

Commitments and contingencies

Shareholders' equity:
      Preferred stock, $1.00 par value, 2,000,000 shares
        authorized, no shares issued and outstanding
      Common stock, $.01 par value, 13,000,000 shares                                        --               --
        authorized, 6,988,706 shares issued                                              69,887           69,887
      Additional paid-in capital                                                      8,478,866        8,782,504
      Retained earnings                                                                (332,242)        (168,178)
                                                                                    -----------      -----------
                                                                                      8,216,511        8,684,213

      Less:  treasury shares, at cost, 720,391 and 521,509 shares, respectively      (1,484,441)      (1,316,486)
                                                                                    -----------      -----------
        Total shareholders' equity                                                    6,732,070        7,367,727
                                                                                    -----------      -----------
      Total liabilities and shareholders' equity                                    $ 7,667,927      $ 8,109,192
                                                                                    ===========      ===========
</TABLE>


See accompanying notes to financial statements.


                                      -9-
<PAGE>   10


STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           Year Ended January 31,
                                                           2000             1999
                                                       -----------      -----------
<S>                                                    <C>              <C>
Revenues:
      Systems sales                                    $ 1,078,903      $   928,550
      Services and support                               4,148,429        3,983,059
                                                       -----------      -----------
                                                         5,227,332        4,911,609
                                                       -----------      -----------
Costs and expenses:
      Cost of system sales                                 431,052          382,968
      Cost of services and support                         249,293          288,662
      Amortization of capitalized software                 371,064          371,064
      Operating expenses                                 1,215,014        1,076,189
      Selling, general and administrative expenses       2,753,699        2,899,667
      Software research and development costs              505,130          672,751
                                                       -----------      -----------
                                                         5,525,252        5,691,301

      Loss from operations                                (297,920)        (779,692)
      Interest income, net                                 133,856          151,007
                                                       -----------      -----------
      Net loss                                         $  (164,064)     $  (628,685)
                                                       ===========      ===========

      Loss per share - basic and diluted               $     (0.03)     $     (0.10)
                                                       ===========      ===========

      Weighted average number of common shares -
        Basic and diluted                                6,391,463        6,320,311
                                                       ===========      ===========
</TABLE>


See accompanying notes to financial statements.


                                      -10-
<PAGE>   11


STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                          Additional
                                    Common Stock            Paid In       Retained       Treasury                       Total
                                 Shares       Amount        Capital       Earnings        Shares         Amount         Equity
                              -----------   -----------   -----------    -----------    -----------    -----------    -----------
<S>                           <C>           <C>           <C>            <C>             <C>           <C>            <C>
Balance at February 1, 1998     6,988,706   $    69,887   $ 9,718,527    $   460,507        711,008    $(2,289,089)   $ 7,959,832

Purchase of treasury stock                                                                  158,332       (147,036)      (147,036)

Treasury stock reissued                                      (936,023)                     (347,831)     1,119,639        183,616

Net loss                                                                    (628,685)                                    (628,685)
                              -----------   -----------   -----------    -----------    -----------    -----------    -----------

Balance at January 31, 1999     6,988,706        69,887     8,782,504       (168,178)       521,509     (1,316,486)     7,367,727

Purchase of treasury stock                                                                  359,396       (578,271)      (578,271)

Treasury stock reissued                                      (303,638)                     (160,514)       410,316        106,678


Net loss                                                                    (164,064)                                    (164,064)
                              -----------   -----------   -----------    -----------    -----------    -----------    -----------

Balance at January 31, 2000     6,988,706   $    69,887   $ 8,478,866    $  (332,242)       720,391    $(1,484,441)   $ 6,732,070
                              ===========   ===========   ===========    ===========    ===========    ===========    ===========
</TABLE>


See accompanying notes to financial statements.


                                      -11-
<PAGE>   12


STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                        Year Ended January 31,
                                                                         2000          1999
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Cash flows from operating activities:
         Net loss                                                    $  (164,064)   $  (628,685)
         Adjustments to reconcile net loss to net cash provided by
           (used in) operating activities:
              Depreciation of property, furniture and equipment          224,811        268,518
              Amortization of capitalized software costs                 371,064        371,064
         Changes in operating assets and liabilities:
              Accounts receivable                                         62,363       (159,129)
              Other current assets                                       (32,603)        47,818
              Other assets                                               (59,830)       (20,645)
              Accounts payable and accrued expenses                      (30,420)       (93,952)
              Deferred revenues                                         (117,460)       152,521
                                                                     -----------    -----------

         Net cash provided by (used in) operating activities             253,861        (62,490)
                                                                     -----------    -----------

Cash flows from investing activities:
         Additions to property, furniture and equipment                 (117,978)       (80,373)
         Additions to capitalized software                              (547,379)      (501,063)
         (Purchases) sales of certificates of deposit                 (2,200,000)       186,000
         Sales of U.S. Treasury Bills                                  2,092,828        947,502
                                                                     -----------    -----------

         Net cash (used in) provided by investing activities           (772,529)       552,066
                                                                     -----------    -----------

Cash flows from financing activities:
         Issuance of treasury shares                                     106,678        183,616
         Principal payments of mortgage note payable                     (92,353)       (84,015)
         Purchase of treasury shares                                    (143,646)      (147,036)
                                                                     -----------    -----------

         Net cash used in financing activities                          (129,321)       (47,435)
                                                                     -----------    -----------

         Net (decrease) increase in cash and cash equivalents           (647,989)       442,141

         Cash and cash equivalents at beginning of year                1,000,959        558,818
                                                                     -----------    -----------

         Cash and cash equivalents at end of year                    $   352,970    $ 1,000,959
                                                                     ===========    ===========

         Supplemental disclosures of cash flow information:
              Interest paid                                          $     9,318    $    15,674
                                                                     ===========    ===========
</TABLE>


See accompanying notes to financial statements.


                                      -12-
<PAGE>   13


NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     CompuTrac, Inc. (the "Company") was formed in 1977 to develop, market,
service and support integrated turnkey computer systems for law firms. The
Company's significant accounting policies are as follows:

   USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that 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 could differ from those estimates.

   REVENUE RECOGNITION AND COMPANY OPERATIONS

     The Company is a software development company that develops, markets,
services and supports computer systems for the legal profession. System sales,
service and support revenues are generally realized pursuant to a contract with
the customer. Contracts typically provide for the shipment of hardware direct
from the supplier to the customer, where it is installed by Hewlett-Packard
personnel. After hardware installation, personnel from the Company install the
software components. Hardware and software installation is generally provided
for all significant components within four to six weeks after the hardware
delivery process begins.

     The Company enters into software license agreements whereby the Company
licenses software to a customer, providing that customer with the right to use
the software. In accordance with the provisions the American Institute of
Certified Public Accountants issued Statement of Position No. 97-2 "Software
Revenue Recognition" (SOP 97-2), each element of the Company's software license
contracts is separately identified and accounted for based on the relative fair
values of that element. Accordingly, the Company recognizes software license
revenue upon delivery and installation of the software and confirmation of
customer acceptance per the terms of the contract. Other contractual services
may include data conversion and training conducted by Company personnel
following installation of the major components of hardware and software.
Revenues related to these services are deferred and recognized as revenue at the
time the services are rendered, usually not exceeding one year from inception of
the contract. In addition, the contract may provide for add-on software
applications which are still under development and which complement the core
system, but are not integral to the basic functionality of the core system.
Uncompleted add-on software application revenue is deferred until delivery
occurs and evidence of customer acceptance has been obtained. Unbilled revenue
represents the excess of system sales contracts over progress billings. Accrued
contract completion costs represent estimated software project completion costs
necessary to fulfill client contract obligations.

   CASH EQUIVALENTS

     The Company considers investments with original maturity dates of 90 days
or less to be cash equivalents.

   SHORT-TERM INVESTMENTS

     The Company considers investments with original maturity dates that are
greater than 90 days, but less than one year, to be short-term investments. The
carrying values of these investments are approximately equal to their fair
market values at the end of each fiscal year.


                                      -13-
<PAGE>   14


   CAPITALIZED SOFTWARE

     The Company capitalizes the costs of developing and testing new or
significantly enhanced software products in accordance with the provisions of
Statement of Financial Accounting Standards No. 86, "Accounting for the Costs of
Computer Software to be Sold, Leased or Otherwise Marketed" (SFAS 86). Under
SFAS 86, the costs incurred to establish the technological feasibility of a
computer software product are charged to expense as incurred. After
technological feasibility is established, costs of producing the computer
software product are capitalized until the product is available for general
release to customers. Capitalized software development costs are amortized on a
product-by-product basis using the greater of the amount computed by the ratio
of current year net revenue to estimated future net revenue, or the amount
computed by the straight-line method over a period which approximates the
estimated economic life of the products, which historically has been four years.
The amount by which unamortized software costs exceed the net realizable value,
if any, is recognized in the period the excess is determined.

   PROPERTY, FURNITURE, EQUIPMENT AND DEPRECIATION

     Property, furniture and equipment are recorded at cost. The cost of such
assets, other than land, is depreciated on a straight-line basis over the
estimated useful life of the asset (generally three to seven years). The
Company's corporate facility is being depreciated using the straight-line method
over an estimated useful life of 30 years. Maintenance and repair expenditures
are charged to operations; renewals and betterments are capitalized.

   ADVERTISING EXPENSE

     The cost of advertising is expensed as incurred. The Company incurred
approximately $130,000 and $41,000 in advertising costs in fiscal 2000 and 1999,
respectively.


                                      -14-
<PAGE>   15


   ACCOUNTING FOR STOCK-BASED COMPENSATION

     The Company has elected to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25), and related
interpretations. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the fair market value of the Company's stock at the date
of the grant over the amount the employee must pay to acquire the stock.

   EARNINGS (LOSS) PER SHARE

     Basic earnings (loss) per common share is based on the weighted-average
number of common shares outstanding. Diluted earnings (loss) per share is
computed based on the weighted-average number of common shares outstanding plus
the number of additional common shares that would have been outstanding if all
dilutive potential common shares had been issued. For the years ended January
31, 2000 and 1999, all potential common shares were anti-dilutive.

   FINANCIAL INSTRUMENTS

     The fair value of the Company's financial instruments, consisting of cash
and cash equivalents, short-term investments, accounts receivable, accounts
payable and debt, approximate their carrying values.

   RECLASSIFICATION

     Certain prior year financial statement information has been reclassified to
conform to the current year presentation.

NOTE 2 - PROPERTY, FURNITURE AND EQUIPMENT

     Property, furniture and equipment costs are summarized as follows:

<TABLE>
<CAPTION>
                                                         January 31,
                                                 --------------------------
                                                     2000           1999
                                                 -----------    -----------
<S>                                              <C>            <C>
Equipment                                        $ 7,038,136    $ 7,101,376

Building                                           1,426,935      1,426,935

Furniture, fixtures and leasehold improvements       804,238        788,504
                                                 -----------    -----------
                                                   9,269,309      9,316,815

Less accumulated depreciation                     (8,387,463)    (8,328,136)
                                                 -----------    -----------

                                                     881,846        988,679

Land                                                 300,000        300,000
                                                 -----------    -----------

                                                 $ 1,181,846    $ 1,288,679
                                                 ===========    ===========
</TABLE>


                                      -15-
<PAGE>   16


NOTE 3 - CAPITALIZED SOFTWARE

     Capitalized software costs are summarized as follows:

<TABLE>
<CAPTION>
                                           January 31,
                                  ----------------------------
                                      2000             1999
                                  -----------      -----------
<S>                               <C>              <C>
Capitalized software costs        $ 5,664,463      $ 5,117,084

Less accumulated amortization      (3,524,211)      (3,153,147)
                                  -----------      -----------
                                  $ 2,140,252      $ 1,963,937
                                  ===========      ===========
</TABLE>

NOTE 4 - INCOME TAXES

     The effective income tax rates differed from the statutory federal income
tax rates for the following reasons:


<TABLE>
<CAPTION>
                                                                  January 31,
                                                              ------------------
                                                               2000        1999
                                                              ------      ------
<S>                                                           <C>         <C>
Federal income tax benefit at statutory rate                     (34)%       (34)%

     Change in valuation allowance                                38          37

     Other                                                        (4)         (3)
                                                              ------      ------

                                                                   0%          0%
                                                              ======      ======
</TABLE>


The components of the deferred tax accounts consist of the following:

<TABLE>
<CAPTION>
                                                               January 31,
                                                      ----------------------------
                                                          2000             1999
                                                      -----------      -----------
<S>                                                   <C>              <C>
Deferred tax assets:
Net operating loss carryforward                       $ 1,966,000      $ 1,778,000
Accounts receivable                                        45,000           50,000
Deferred revenue                                           14,000           14,000
Fixed assets                                              473,000          365,000
Other                                                      61,000           80,000
                                                      -----------      -----------
      Total deferred tax assets                         2,559,000        2,287,000
Deferred tax liabilities:
Capitalized software costs
                                                         (870,000)        (660,000)
Other                                                     (32,000)         (32,000)
                                                      -----------      -----------

      Total deferred tax liabilities                     (902,000)        (692,000)
                                                      -----------      -----------
Net deferred tax asset before valuation allowance       1,657,000        1,595,000

Less valuation allowance                                1,657,000        1,595,000
                                                      -----------      -----------
                                                      $        --      $        --
                                                      ===========      ===========
</TABLE>

     At January 31, 2000 and 1999, the Company had net operating loss
carryforwards of approximately $5,100,000 and $4,600,000, respectively, which
begin to expire in 2010.


                                      -16-
<PAGE>   17


NOTE 5 - SHAREHOLDERS' EQUITY

   STOCK PURCHASE PLANS

     In December 1985, the Company's Board of Directors adopted the CompuTrac,
Inc. Employee Stock Purchase Plan and in May 1991, adopted the CompuTrac, Inc.
1991 Employee Stock Purchase Plan. The Company reserved 300,000 and 500,000
shares, respectively, of its Common Stock for purchase by its employees pursuant
to the terms of these plans. Under both plans, eligible participating employees
of the Company may elect to have an amount up to, but not in excess of, 10% of
their regular salary or wages withheld for the purpose of purchasing the
Company's Common Stock. The Company contributes to the participant's account an
amount of money equal to 33 1/3% of the aggregate contribution made by each
participant since the immediately preceding stock purchase date. All Common
Stock of the Company purchased by the participating employees pursuant to the
plans may be voted by the employee; any shares not so directed to vote are not
voted. During fiscal 1996, the Company amended the 1991 Employee Stock Purchase
Plan to increase by 500,000 the number of shares reserved for future employee
stock purchase activities. At January 31, 2000, 1,142,752 shares of the
Company's Common Stock had been sold pursuant to these plans.

   STOCK OPTION PLANS

     In May, 1991, the Board of Directors adopted and the shareholders approved
the 1990 Stock Option Plan. Under the terms of the plan, the Company's Board of
Directors was authorized to grant options to purchase up to 500,000 shares of
Common Stock to key employees of the Company, including officers and directors.
During fiscal 1998, the Board of Directors adopted and the shareholders approved
an amendment to the plan to increase by 300,000 the number of shares reserved
for future stock option grants. In June, 1999, with 39,603 shares remaining
available for grant, the plan was terminated in connection with the adoption and
approval of the Company's 1999 Stock Option Plan. No further options may be
granted under the plan. However, the 1990 Stock Purchase Plan remains in effect
to the extent that its provisions govern outstanding options previously granted
under the plan.

     In June, 1999, the Board of Directors adopted and the shareholders approved
the 1999 Stock Option Plan. Under the terms of the plan, the Company's Board of
Directors is authorized to grant options to purchase up to 500,000 shares of
Common Stock to key employees of the Company, including officers and directors.
At January 31, 2000, there were 360,000 shares available for future grant under
the plan.

     Under both plans, option grants may be in the form of either Incentive
Stock Options or Non-Statutory Stock Options. Each option granted under the
Option Plan must be exercised, if at all, during a period established in the
grant by the Board of Directors, but not exceeding 10 years from the date of
grant. Options must be exercised by an optionee within three to twelve months
after termination of employment.

   STOCK REPURCHASE PROGRAM

     In December 1997, the Board of Directors authorized a stock repurchase
program whereby the Company may purchase, from time-to-time, up to 600,000
shares of its outstanding Common Stock in the open marketplace over a ten year
period. As of January 31, 2000, the Company had purchased 329,828 shares of its
outstanding Common Stock pursuant to the terms of the program.


   EXECUTIVE STOCK PURCHASE

     On January 6, 2000, the Company repurchased 238,000 shares of its common
stock from its Chief Executive Officer at a purchase price of $1.9375, the
closing market price of the common stock on the date of purchase. The purchase
price is payable in installments during the Company's fiscal 2001 year and had a
balance payable of $431,625 at January 31, 2000. Concurrent with the stock
purchase, the Chief Executive Officer's salary during the calendar 2000 year was
reduced by $319,000.


                                      -17-
<PAGE>   18


   STOCK-BASED COMPENSATION

     The Company measures stock-based compensation cost using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25), and related
interpretations. Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's capital stock at
the grant date over the amount the employee must pay for the stock.

     Statement of Financial Accounting Standards No. 123 (FAS 123), "Accounting
for Stock-Based Compensation," requires disclosure of pro forma net loss and pro
forma net loss per common share as if the fair value-based method had been
applied in measuring compensation cost of stock-based awards granted beginning
in fiscal 1997. Management believes that 2000 and 1999 pro forma amounts are not
representative of the effects of stock-based awards on future pro forma net loss
and pro forma net loss per share because those pro forma amounts exclude the pro
forma compensation expense related to unvested stock options granted before
fiscal 1996.

     Reported and pro forma net loss and net loss per share amounts for the
fiscal year ended January 31, 2000 and 1999, respectively, are set forth below:

<TABLE>
<CAPTION>
                            2000             1999
                        ------------     ------------
<S>                     <C>              <C>
Reported
Net loss                $  (164,064)     $  (628,685)
Net loss per share      $     (0.03)     $     (0.10)

Pro forma
Net loss                $  (328,761)     $  (725,521)
Net loss  per share     $     (0.05)     $     (0.11)
</TABLE>


     During fiscal 2000 and 1999, the fair values of the options granted were
estimated on the date of their grant using the Black-Scholes option-pricing
model based on the following weighted average assumptions:

<TABLE>
<CAPTION>
                                      2000            1999
                                      ----            ----
<S>                                 <C>             <C>
Risk free interest rate                 5.7%            5.5%
Expected life                       5 years         5 years
Expected volatility                      85%             52%
Expected dividend yield                   0%              0%
</TABLE>


                                      -18-
<PAGE>   19


Stock option activity for 2000 and 1999 is set forth below:


<TABLE>
<CAPTION>
                                                  2000                        1999
                                      ---------------------------   --------------------------
                                                 Weighted Average             Weighted Average
                                      Options     Exercise Price    Options    Exercise Price
                                      --------   ----------------   --------  ----------------
<S>                                   <C>        <C>                <C>       <C>
Outstanding at beginning of year       677,496      $    .99         615,116      $   1.68
Granted                                199,770           .88         840,291           .62
Exercised                              (88,000)          .55        (258,791)          .46
Canceled                                    --            --        (519,120)         1.47
                                      --------                      --------

Outstanding at end of year             789,266          1.01         677,496           .99
                                      ========                      ========

Exercisable at end of year             499,069          1.19         372,922          1.10
                                      ========                      ========

Weighted average fair value of
  options granted during the year                   $    .62                      $    .22
</TABLE>


Stock options outstanding at January 31, 2000:


<TABLE>
<CAPTION>
                        Options Outstanding                                 Options Exercisable
                     --------------------------                     ----------------------------------
                                   Weighted
    Range of                   Average Remaining  Weighted Average                    Weighted Average
 Exercise Price      Options   Contractual Life    Exercise Price       Options        Exercise Price
----------------     -------   ----------------   ----------------  ---------------   ----------------
<S>                  <C>       <C>                <C>               <C>               <C>
$ 0.38 to $ 0.76     263,167       3.5 years        $      0.56          88,748         $      0.56

$ 0.77 to $ 1.54     430,099       4.4 years        $      0.92         314,321         $      0.93

$ 1.55 to $ 3.50      96,000       3.1 years        $      2.63          96,000         $      2.63
                     -------                                            -------

                     789,266                                            499,069
                     =======                                            =======
</TABLE>

NOTE 6 - 401(k) RETIREMENT PLAN

     Under the terms of the Company's 401(k) Retirement Plan, eligible
participating employees of the Company may elect to have an amount up to, but
not in excess of, 15% of their regular salary or wages withheld for purposes of
setting aside funds available at retirement. Amounts withheld are invested in
one or more available investment alternatives as selected by the individual
employee. Under current tax law, amounts withheld under the plan, subject to
annual limitations, and any interest earnings thereon, are tax deferred until
such time as distributions are made to the employee. The Company does not
contribute to the employee's account. All costs and expenses of administering
the plan are paid by the Company.


                                      -19-
<PAGE>   20


NOTE 7 - COMMITMENTS AND CONTINGENCIES

     The Company is subject to certain legal proceedings, claims and disputes
which arise in the ordinary course of its business. Although the Company cannot
predict the outcomes of these legal proceedings, the Company's management does
not believe these actions will have a material adverse effect on the Company's
financial position, results of operations or liquidity. However, if unfavorably
resolved, these proceedings could have a material adverse effect on the
Company's financial position, results of operations and liquidity.

NOTE 9 - TRADEMARKS

     CompuTrac, Dimension and other names of CompuTrac products referenced
herein are trademarks or registered trademarks of CompuTrac, Inc. All other
product and brand names mentioned herein are the trademarks or registered
trademarks of their respective owners.


                                      -20-
<PAGE>   21


     REPORT OF GRANT THORNTON LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


BOARD OF DIRECTORS AND SHAREHOLDERS
COMPUTRAC, INC.


We have audited the accompanying balance sheets of CompuTrac, Inc. as of January
31, 2000 and 1999 and the related statements of operations, changes in
shareholders' equity and cash flows for the years then ended. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits 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 our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CompuTrac, Inc. as of January
31, 2000 and 1999, and the results of its operations and its consolidated cash
flows for the years then ended, in conformity with accounting principles
generally accepted in the United States.




GRANT THORNTON LLP

Dallas, Texas
April 7, 2000


                                      -21-
<PAGE>   22


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     The Company has reported no disagreements with or change of its independent
accountants during the 24 months prior to January 31, 2000.

                                    PART III

     The information required by Part III is omitted from this Report and will
be included in the registrant's 2000 definitive proxy statement pursuant to
Regulation 14A (the "Proxy Statement") which is expected to be filed not later
than 120 days after the end of the fiscal year covered by this Report, and the
information included therein is incorporated herein by reference.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

          The information required by this Item is incorporated by reference to
the information under the heading "Management" in the Company's Proxy Statement
for its 2000 Annual Meeting.

ITEM 10. EXECUTIVE COMPENSATION

          The information required by this Item is incorporated by reference to
the information under the heading "Executive Compensation" in the Company's
Proxy Statement for its 2000 Annual Meeting.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The information required by this Item is incorporated by reference to
the information under the heading "Security Ownership" in the Company's Proxy
Statement for its 2000 Annual Meeting.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          The information required by this Item is incorporated by reference to
the information under the heading "Executive Compensation-Employment Agreements"
in the Company's Proxy Statement for its 2000 Annual Meeting.


                                      -22-
<PAGE>   23


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K


     (a)  The following documents are filed as a part of this Report:

     1.      Financial Statements:                                         Page

             Report of Grant Thornton LLP, Independent Certified Public
                Accountants                                                  21
             Consolidated Balance Sheets at January 31, 2000 and 1999         9
             Consolidated Statements of Operations for the two years
                ended January 31, 2000                                       10
             Consolidated Statements of Changes in Shareholders' Equity
                for the two years ended January 31, 2000                     11
             Consolidated Statements of Cash Flows for the two years
                ended January 31, 2000                                       12
             Notes to Consolidated Financial Statements                   13-20


             3.1*         -       Restated Articles of Incorporation of
                                  Registrant

             3.2**        -       Bylaws of the Registrant

             3.3***       -       Articles of Amendment to Articles of
                                  Incorporation of the Registrant dated December
                                  1, 1987

             4.1          -       Articles of Incorporation and Bylaws of the
                                  Registrant constituting Instruments Defining
                                  the Rights of Common Stockholders
                                  (incorporated by reference to Exhibits 3.1,
                                  3.2, and 3.3 hereto)

             10.1******   -       Employment Agreement and Indemnity Agreement
                                  between the Registrant and Harry W. Margolis
                                  dated January 1, 1998 and February 4, 1998,
                                  respectively

             10.2*        -       Incentive Stock Option Plan of the Registrant

             10.3****     -       CompuTrac, Inc. 1991 Employee Stock Purchase
                                  Plan, as amended

             10.4*        -       Cash Bonus Plan of the Registrant

             10.5*        -       Form of Indemnification Agreement between the
                                  Registrant and Texas E. Schramm, dated as of
                                  July 11, 1983

             10.6**       -       Contract of Sale, dated February 28, 1986,
                                  between Harry W. Margolis and the Registrant

             10.7***      -       Form of Indemnification Agreement between the
                                  Registrant and its Directors as ratified by
                                  the Registrant's Shareholders in their Annual
                                  Meeting of November 19, 1987

             10.8*****    -       Employment Agreement between the Registrant
                                  and George P. McGraw dated February 1, 1992

             10.9*****    -       Form of Employment Agreement between the
                                  Registrant and its Executive Officers.


                                      -23-
<PAGE>   24


             10.10        -       1999 Stock Option Plan

             23           -       Consent of Grant Thornton LLP, Independent
                                  Certified Public Accountants

             27           -       Financial Data Schedule

             99           -       Annual Report on Form 11-K for the CompuTrac,
                                  Inc. Employee Stock Purchase Plan

             ------------

*            Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Registration Statement on Form S-1 and Amendment
             Nos. 1 and 2 thereto, File No. 2-84218, which became effective July
             19, 1983.

**           Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Registration Statement on Form S-1 and Amendment
             No. 1 thereto, File No. 33-4582, which became effective April 24,
             1986.

***          Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 31, 1988, Commission File No. 1-9115.

****         Incorporated by reference to the Registrant's Registration
             Statement on Form S-8, File No. 33-61577, filed with the Commission
             on August 4, 1995, Commission File No. 1-9115.

*****        Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 31, 1994, Commission File No. 1-9115.

******       Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 31, 1998, Commission File No. 1-9115.


MANAGEMENT CONTRACTS AND COMPENSATORY PLANS

     The documents filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.8, 10.9 and
10.10 constitute management contracts or compensatory plans or arrangements
within the meaning of SEC rules.

     (b)  Reports on Form 8-K. No reports on Form 8-K were filed during the year
          for which this report filed.


                                      -24-
<PAGE>   25


                                   SIGNATURES

     In accordance with 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.

                                 COMPUTRAC, INC.

                            By: /s/ Harry W. Margolis
                                ---------------------
                                Harry W. Margolis
         Chairman of the Board of Directors and Chief Executive Officer

                              Date: April 27, 2000

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

<TABLE>
<CAPTION>
         Signature                                        Title                                  Date
         ---------                                        -----                                  ----
<S>                                  <C>                                                    <C>
/s/ Harry W. Margolis                           Chairman of the Board of
-------------------------                Directors and Chief Executive Officer               April 27, 2000
    Harry W. Margolis


/s/ D. Bruce Walter                                     President
----------------------------                 (Principal Operating Officer)                   April 27, 2000
    D. Bruce Walter


/s/ Steven M. Crane                              Chief Financial Officer
---------------------------          (Principal Financial and Accounting Officer)            April 27, 2000
    Steven M. Crane



/s/ Dana E. Margolis                              Secretary, Treasurer
--------------------------                            and Director                           April 27, 2000
    Dana E. Margolis


/s/ Kenneth R. Nicholas                                 Director                             April 27, 2000
-------------------------
    Kenneth R. Nicholas


/s/ Gerald  D. Harris                                   Director                             April 27, 2000
---------------------------
    Gerald D. Harris
</TABLE>


                                      -25-
<PAGE>   26


                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                             DESCRIPTION
------                             -----------
<S>           <C>      <C>
  3.1*         -       Restated Articles of Incorporation of Registrant

  3.2**        -       Bylaws of the Registrant

  3.3***       -       Articles of Amendment to Articles of Incorporation of the
                       Registrant dated December 1, 1987

  4.1          -       Articles of Incorporation and Bylaws of the Registrant
                       constituting Instruments Defining the Rights of Common
                       Stockholders (incorporated by reference to Exhibits 3.1,
                       3.2, and 3.3 hereto)

  10.1******   -       Employment Agreement and Indemnity Agreement between the
                       Registrant and Harry W. Margolis dated January 1, 1998
                       and February 4, 1998, respectively

  10.2*        -       Incentive Stock Option Plan of the Registrant

  10.3****     -       CompuTrac, Inc. 1991 Employee Stock Purchase Plan, as amended

  10.4*        -       Cash Bonus Plan of the Registrant

  10.5*        -       Form of Indemnification Agreement between the Registrant
                       and Texas E. Schramm, dated as of July 11, 1983

  10.6**       -       Contract of Sale, dated February 28, 1986, between Harry
                       W. Margolis and the Registrant

  10.7***      -       Form of Indemnification Agreement between the Registrant
                       and its Directors as ratified by the Registrant's
                       Shareholders in their Annual Meeting of November 19, 1987

  10.8*****    -       Employment Agreement between the Registrant and George P.
                       McGraw dated February 1, 1992

  10.9*****    -       Form of Employment Agreement between the Registrant and
                       its Executive Officers.

  10.10        -       1999 Stock Option Plan

  23           -       Consent of Grant Thornton LLP, Independent Certified Public
                       Accountants

  27           -       Financial Data Schedule

  99           -       Annual Report on Form 11-K for the CompuTrac, Inc.
                       Employee Stock Purchase Plan
</TABLE>

  ------------

*            Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Registration Statement on Form S-1 and Amendment
             Nos. 1 and 2 thereto, File No. 2-84218, which became effective July
             19, 1983.

**           Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Registration Statement on Form S-1 and Amendment
             No. 1 thereto, File No. 33-4582, which became effective April 24,
             1986.

***          Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 31, 1988, Commission File No. 1-9115.

****         Incorporated by reference to the Registrant's Registration
             Statement on Form S-8, File No. 33-61577, filed with the Commission
             on August 4, 1995, Commission File No. 1-9115.

*****        Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 31, 1994, Commission File No. 1-9115.

******       Incorporated by reference to the same numbered exhibit filed with
             the Registrant's Annual Report on Form 10-K for the fiscal year
             ended January 31, 1998, Commission File No. 1-9115.