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, 2002
                        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
    incorporation or organization)                     identification no.)

  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,  2002  were
 $3,697,402.

 As of March 31, 2002, the aggregate market value of the voting stock held by
 non-affiliates of the issuer was $1,080,000.

 As of  March 31,  2002, the  number of  shares outstanding  of the  issuer's
 common stock was 6,544,389.

                 DOCUMENTS INCORPORATED BY REFERENCE

 None.

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

<PAGE>

                                    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  law  firms  over   50
 timekeepers.  Substantially all of the  systems marketed by the Company  are
 sold in conjunction with services including a separately priced  maintenance
 agreement,  customized  conversion  services,  customer  training,  customer
 support, product enhancements  and software maintenance  services.   Ongoing
 maintenance revenue and support  services have provided  the Company with  a
 continuing source of revenue.

 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.  The  Company's current  software applications  run in  the
 Microsoft Windows 2000 operating environment and are based on Microsoft  SQL
 Server.

      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 SQL software system consists of
 modules such as conflict of interest software developed by the Company.


 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  purchased
 from the Company.


 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.


 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   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
 experienced Company personnel.


 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  several 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.


 Employees

      As of March 31, 2002, the Company employed 29 full-time employees.   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 years ended January 31, 2002 and 2001, the Company  expended
 approximately  $1.4  million   and  $1.8  million   on  software   research,
 development and production costs, respectively.   Net software research  and
 development expenses, after capitalization  of certain software  development
 costs, amounted to  $147,000 for  the fiscal  year ended  January 31,  2002,
 and $520,000  for  the fiscal  year ended  January 31,  2001.   The  Company
 anticipates its  expenditures for  research, development  and production  in
 fiscal 2003 will decrease from 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.


 Proposed Merger

      On January 3, 2002, CompuTrac entered  into a definitive Agreement  and
 Plan of  Merger,  dated  as  of  January 3,  2002,  pursuant  to  which  ASA
 International Ltd. will acquire CompuTrac. The terms of the merger agreement
 provide that  CompuTrac will  be merged  into  RainMaker Software,  Inc.,  a
 wholly-owned subsidiary of ASA, with CompuTrac stock being converted into  a
 right to receive a pro  rata share of 1,370,679  shares of ASA common  stock
 and approximately  $1,300,000 in  cash, subject  to certain  conditions  and
 adjustments.

      In connection with the merger agreement, ASA and CompuTrac entered into
 a management  agreement  whereby  RainMaker  will  manage  the  business  of
 CompuTrac effective January 1, 2002.  If the merger agreement is terminated,
 ASA will be entitled to retain the operating income of CompuTrac's  business
 for the term of the management agreement, if any, or shall pay to  CompuTrac
 the amount of any operating loss  (excluding extraordinary items, as  agreed
 to in writing by ASA and CompuTrac), if any, incurred during the term of the
 management agreement.

      ASA  and  certain  stockholders  of  CompuTrac  also  entered  into   a
 Stockholders  Agreement  whereby   ASA  obtained  a   proxy  to  vote   such
 stockholders shares  in  favor of  the  proposed  merger and  an  option  to
 purchase such stockholders' shares upon certain events.



 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.

      The Company believes its current facility  is of adequate size for  the
 conduct of its business.

      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 significant 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.


 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, 2002.
<PAGE>



                                   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 March 31, 2002, there were  approximately 265 holders of record  and
 approximately 1,500 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.


                                                Market Price
                                         ---------------------------
                                          High                 Low
                                         ------               ------

 2001 Fiscal Year:
      First Quarter                     $4.0000              $0.7500
      Second Quarter                    $1.6875              $0.5000
      Third Quarter                     $0.6875              $0.3125
      Fourth Quarter                    $0.6250              $0.1250

 2002 Fiscal Year:
      First Quarter                     $0.6000              $0.2500
      Second Quarter                    $0.7200              $0.2700
      Third Quarter                     $0.5500              $0.3000
      Fourth Quarter                    $0.4700              $0.2600


      The closing sales price  per share of the  Common Stock on the American
 Stock Exchange on March 31, 2002 was $0.36.


 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:

                                                    Year Ended January 31,
                                                       2002        2001
                                                       ----        ----
 Systems sales                                            9%          9%
 Services and support                                    91%         91%
                                                       ----        ----
                                                        100%        100%

 Cost of system sales                                     3%          4%
 Cost of services and support                             5%          7%
 Amortization of capitalized software                     8%         13%
 Write-down of capitalized software                       0%         16%
 Operating expenses                                      33%         37%
 Selling, general and administrative expenses            45%        118%
 Software research and development costs                  4%         16%
                                                       ----        ----
                                                         98%        211%

 Income (loss) from operations                            2%       -111%
 Gain on sale of land                                     0%         38%
 Interest income                                          3%          4%
 Interest expense                                        -1%          0%
                                                       ----        ----
 Net income (loss)                                        4%        -70%
                                                       ====        ====


 Critical Accounting Policies and Estimates

      The  preparation  of  our  financial  statements  in  conformity   with
 accounting principles generally accepted in the United States requires us to
 make estimates and assumptions  that affect the  reported amounts of  assets
 and liabilities, disclosure of contingent assets and liabilities at the date
 of the financial statement and the reported amount of revenues and  expenses
 during the reporting period.  In applying our accounting principles, we must
 often make individual estimates and assumptions regarding expected  outcomes
 or uncertainties.  As  you  might  expect,  the  actual  results or outcomes
 are generally  different than  the  estimated  or  assumed  amounts.   These
 differences are usually minor and are included in our consolidated financial
 statements  as  soon  as  they  are  known.  Our  estimates,  judgments  and
 assumptions are  continually evaluated  based on  available information  and
 experience.   Because of  the use  of estimates  inherent in  the  financial
 reporting process, actual results could differ from those estimates.

      We periodically review the carrying  value of our capitalized  software
 when events and  circumstances warrant such  a review.   One of the  methods
 used for this review is performed using estimates of future cash  flows.  If
 the carrying value of  our capitalized software  is considered  impaired, an
 impairment charge is recorded for the amount by which the carrying value  of
 the  capitalized  software exceeds  its  fair value.  We  believe  that  the
 estimates of future cash  flows and fair value  are reasonable.  Changes  in
 estimates of  such cash  flows and  fair value,  however, could  affect  the
 calculation.  It is at least  reasonably possible that the estimates we  use
 to evaluate the  realizability of  capitalized software  will be  materially
 different from actual amounts or results.

      Based on an assessment  of our accounting  policies and the  underlying
 judgments and uncertainties affecting the application of those policies,  we
 believe that our consolidated financial statements provide a meaningful  and
 fair perspective of our company.  We do not suggest that other general  risk
 factors, such  as  those  discussed elsewhere  in  this  report,  could  not
 adversely impact our consolidated financial position, results of  operations
 or cash flow.


 Year Ended January 31, 2002 compared to Year Ended January 31, 2001

      Total revenues increased  from $3.3  million in  fiscal 2001  to   $3.7
 million in  fiscal 2002,  an increase  of $426,000,  or 13%.   System  sales
 revenues increased $35,000, or 12%, from $306,000 in fiscal 2001 to $341,000
 in fiscal 2002.   The increase was due  to two sales  of Company's LFMS  SQL
 version, and sales of hardware upgrades to our Legacy system customers.

      Service and  support revenue  increased $390,000,  or 13%,  from  $2.97
 million in fiscal 2001 to $3.4 million in fiscal 2002.  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.  This increase is due to  an
 increase in maintenance  and support rates implemented in February, 2001, as
 well as increased installation, conversion, and training revenue related  to
 the new system sales.

      Cost of system sales as a percentage of system sales revenues decreased
 from 40% in fiscal 2001 to 35% in fiscal 2002.  Cost of services and support
 as a percentage of services and support revenue decreased, from 8% in fiscal
 2001 to  5%  in fiscal  2002.  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.
 The  fixed nature of  the third party  costs resulted in  the decrease as  a
 percentage of services and support revenue.

      Amortization of capitalized software decreased from $435,532 in  fiscal
 2001 to $300,000 in fiscal 2002.  The decrease is attributable to the end of
 amortization of the  development costs  for the  older Access-based  system,
 which were fully amortized in the third quarter of fiscal 2001.

      Operating  expenses  remained  essentially the same at  $1.2 million in
 fiscal 2001 and fiscal 2002.

      Selling, general and administrative expenses decreased $2.2 million  or
 57%, from $3.9 million in fiscal 2001 to $1.7 million in fiscal 2002.   This
 decrease was primarily attributable to reductions  in headcount, as well  as
 the renegotiation of the CEO's employment  contract.  In December, 2000  and
 January, 2001  the  Company  reduced  its  workforce  to  bring  development
 expenses  into  line  with  current sales  and  cash-flow  projections.   In
 conjunction with  this reorganization,  the Company  renegotiated the  Chief
 Executive Officer's compensation plan, terminating the old plan and entering
 into a new month-to-month agreement.  As consideration for the restructuring
 of the agreement, the Company issued a demand note to  the CEO for  $817,659
 and  recorded a charge for that amount.  This note amount represented a  15%
 ($144,000) discount  to the  Company.   The  benefit to  the Company  was  a
 $176,000 reduction  in  total  payments to  be made  over  the life  of  the
 original agreement.

      Software research and development  expenses decreased $373,000, or  72%
 from $520,000  in fiscal 2001 to $147,000 in fiscal 2002.  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.

      The gain on sale of land held for resale in fiscal 2001 was the  result
 of the sale of the Frisco, Texas land that the Company had owned since 1989.

      Interest income decreased 15%, from $119,000 in fiscal 2001 to $103,000
 due to lower  interest rates available  between  periods.  Interest  expense
 increased from  $1,000 in  fiscal 2001  to $37,000  in fiscal  2002, due  to
 interest paid on the demand note payable to the CEO.


 Fluctuations in Interim Period Operating Results

      Management 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.
 Additionally, sales are not 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 $606,000  in fiscal  2002
 compared with $883,000 used in operations  during fiscal 2001.  This is  due
 primarily to  profitable operations  in fiscal  2002 versus  a net  loss  in
 fiscal 2001.

      Cash used  in  investing activities  during  fiscal 2002  was  $751,000
 compared to  $3.1 million  provided by  investing activities  during  fiscal
 2001.  This is attributable primarily to the sale of the Frisco, Texas  land
 in the fourth  quarter of  fiscal 2001,  and maturities  of Certificates  of
 Deposit. Cash used in financing activities  during fiscal 2002 was  $160,000
 compared with $417,000 used during fiscal 2001. This difference is primarily
 due  to larger note payments to the CEO  for a different note during  fiscal
 2001.

      The  Company  has  not  made  any  material  commitments  for   capital
 expenditures; however, the Company  anticipates continued expenditures  will
 be made during fiscal 2003 in the areas of development, sales, marketing and
 support of its CompuTrac LFMS for Windows software products.


 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.

      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  of  the  American
 Institute of Certified  Public Accountants  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 software.  Revenues related  to these services are  recognized
 at the  time the  services are  rendered.   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 recognized  upon the completion  and installation until  delivery
 occurs and evidence  of customer acceptance  has been obtained.  Maintenance
 contracts  related  to  system  sales  are  deferred  when  applicable   and
 recognized as revenue over the life of the contract.

      At January  31, 2002  and  2001, the  Company  has established  a  100%
 valuation allowance to fully offset the  net deferred tax asset balances  of
 $2,196,000 and $2,252,000, 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.
<PAGE>


 Item 7.  Financial Statements

 BALANCE SHEETS
                                                  January 31,      January 31,
                                                     2002              2001
                                                  ----------       ----------
 ASSETS

 Current assets:
 Cash and cash equivalents                       $ 1,877,678      $ 2,182,649
 Short-term investments                              600,000          200,000
 Accounts receivable, net of allowance for
   doubtful accounts of $20,000 in 2002 and 2001     365,154          312,355
 Other current assets                                 63,262          129,935
                                                  ----------       ----------
   Total current assets                            2,906,094        2,824,939
 Property, furniture and equipment, net of
   accumulated depreciation of $8,794,771
   and $8,600,624, respectively                      883,656        1,021,894

 Capitalized software, net of accumulated
   amortization of $4,779,383 and $3,959,743,
   respectively                                    1,494,923        1,499,998
 Other assets                                        353,479          452,234
                                                  ----------       ----------
   Total assets                                  $ 5,638,152      $ 5,799,065
                                                  ==========       ==========


 LIABILITIES AND SHAREHOLDERS' EQUITY

 Current liabilities:
 Accounts payable                                $    52,592      $   104,047
 Accrued expenses                                    154,797          243,855
 Note Payable - related party                        620,747          817,659
 Deferred systems revenues                            51,780           92,193
                                                  ----------       ----------
   Total liabilities                                 879,916        1,257,754


 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, 7,136,884 and 7,077,384 issued         71,369           70,774
 Additional paid-in capital                        8,401,086        8,538,802
 Accumulated deficit                              (2,463,297)      (2,617,169)
                                                  ----------       ----------
                                                   6,009,158        5,992,407

 Less:  treasury shares at cost, 592,495
   and 687,364 shares, respectively               (1,250,922)      (1,451,096)
                                                  ----------       ----------
   Total shareholders' equity                      4,758,236        4,541,311
                                                  ----------       ----------
 Total liabilities and shareholders' equity      $ 5,638,152      $ 5,799,065
                                                  ==========       ==========


 See accompanying notes to financial statements

<PAGE>

 STATEMENTS OF OPERATIONS

                                                     Year Ended January 31,
                                                  ---------------------------
                                                     2002              2001
                                                  ----------       ----------
 Revenues:
 Systems sales                                   $   341,185      $   305,987
 Services and support                              3,356,217        2,965,283
                                                  ----------       ----------
                                                   3,697,402        3,271,270
 Costs and expenses:
 Cost of system sales                                118,427          122,875
 Cost of services and support                        170,185          230,750
 Amortization of capitalized software                300,000          435,532
 Write-down of capitalized software                        -          519,640
 Operating expenses                                1,218,771        1,220,294
 Selling, general and administrative expenses      1,654,904        3,869,038
 Software research and development costs             147,256          520,129
                                                  ----------       ----------
                                                   3,609,543        6,918,258

 Income (loss) from operations                        87,859       (3,646,988)
 Gain on sale of land                                      -        1,243,967
 Interest income                                     102,826          119,080
 Interest expense                                    (36,813)            (986)
                                                  ----------       ----------
 Net income (loss)                               $   153,872      $(2,284,927)
                                                  ==========       ==========

 Income (loss) per share - basic                       $.02            ($0.36)
                                                  ==========       ==========

 Income (loss) per share - diluted                     $.02            ($0.36)
                                                  ==========       ==========

 Weighted average number of common shares -
   basic                                           6,454,034        6,283,766
                                                  ==========       ==========

   diluted                                         6,474,114        6,283,766
                                                  ==========       ==========

 See accompanying notes to financial statements

<PAGE>
<TABLE>
 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


                                                          Additional
                                       Common Stock        Paid In     Accumulated       Treasury Stock
                                   Shares       Amount     Capital       Deficit       Shares       Amount       Total
                                  ---------     --------   ---------   ----------     --------    ----------    ---------
 <S>                              <C>          <C>        <C>         <C>             <C>        <C>           <C>
 Balance at January 31, 2000      6,988,706    $  69,887  $8,478,866  $  (332,242)     720,391   $(1,484,441)  $6,732,070

 Sale of treasury stock                   -            -     (77,242)           -      (53,963)      111,164       33,922

 Stock issued pursuant to
  employee stock option plan         88,678          887      83,736            -       20,936       (77,819)       6,804

 Compensation expense
  related to employee
  stock options                           -            -      53,442            -            -             -       53,442

 Net loss                                 -            -           -   (2,284,927)           -             -   (2,284,927)
                                  ---------------------------------------------------------------------------------------
 Balance at January 31, 2001      7,077,384    $  70,774  $8,538,802  $(2,617,169)     687,364   $(1,451,096)  $4,541,311

 Stock issued pursuant to
  employee stock option plan              -            -    (165,401)           -      (94,869)      200,174       34,773

 Stock issued to employees
  pursuant to severance agreements   52,500          525      25,725            -            -             -       26,250

 Stock issued pursuant to employee
  exercise of stock options           7,000           70       1,960            -            -             -        2,030

 Net income                               -            -           -      153,872            -             -      153,872
                                  ---------------------------------------------------------------------------------------
 Balance at January 31, 2001      7,136,884    $  71,369  $8,401,086  $(2,463,297)     592,495   $(1,250,922)  $4,758,236
                                  =======================================================================================

 See accompanying notes to financial statements.

</TABLE>
<PAGE>

 STATEMENTS OF CASH FLOWS


                                                       Year Ended January 31,
                                                     --------------------------
                                                        2002             2001
                                                     ----------      ----------
 Cash flows from operating activities:
 Net income (loss)                                  $   153,872     $(2,284,927)
 Adjustments to reconcile net income
   (loss) to net cash provided by
   (used in) operating activities:
      Non-cash compensation expense                           -         871,101
      Depreciation of property, furniture
        and equipment                                   194,147         213,161
      Amortization of capitalized software costs        300,000         435,532
      Write-down of capitalized software                      -         519,640
      Gain on sale of land                                    -      (1,243,967)
 Changes in operating assets and liabilities:
      Accounts receivable                               (52,799)        298,155
      Other current assets                               66,673         247,018
      Other assets                                       98,755          99,040
      Accounts payable and accrued expenses            (114,263)         60,613
      Deferred systems revenues                         (40,413)        (98,557)
                                                     ----------      ----------
 Net cash provided by (used in) operating activities    605,972        (883,191)
                                                     ----------      ----------

 Cash flows from investing activities:
 Additions to property, furniture and equipment         (55,909)        (53,209)
 Additions to capitalized software                     (294,924)       (314,918)
 (Purchases) maturities of certificates
   of deposit, net                                     (400,000)      2,000,000
 Proceeds from sale of land                                   -       1,498,089
                                                     ----------      ----------
 Net cash provided by (used in)
   investing activities                                (750,833)      3,129,962
                                                     ----------      ----------

 Cash flows from financing activities:
 Payments on note payable - related party              (196,912)       (434,625)
 Issuance of treasury shares                             34,772          33,922
 Proceeds from stock issuance                             2,030           6,804
 Principal payments of mortgage note payable                  -         (23,193)
                                                     ----------      ----------
 Net cash used in financing activities                 (160,110)       (417,092)
                                                     ----------      ----------
 Net <decrease> increase in cash and cash
   equivalents                                         (304,971)      1,829,679

 Cash and cash equivalents at beginning of year       2,182,649         352,970
                                                     ----------      ----------
 Cash and cash equivalents at end of year           $ 1,877,678     $ 2,182,649
                                                     ==========      ==========

 Supplemental disclosures of cash
   flow information:
      Interest paid                                     $36,813            $986
                                                     ==========      ==========

 See accompanying notes to financial statements.

<PAGE>

 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.

      We periodically review the carrying  value of our capitalized  software
 when events and  circumstances warrant such  a review.   One of the  methods
 used for  this review is performed using estimates of future cash flows.  If
 the carrying value of  our capitalized software  is considered  impaired, an
 impairment charge is recorded for the amount by which the carrying value  of
 the  capitalized  software exceeds  its  fair value.   We believe  that  the
 estimates of future cash  flows and fair value  are reasonable.  Changes  in
 estimates of  such cash  flows and  fair value,  however,  could affect  the
 calculation.  It is at least  reasonably possible that the estimates we  use
 to evaluate the  realizability of  capitalized software  will be  materially
 different from actual amounts or results.


    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.

    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  of  the  American
 Institute of Certified  Public Accountants  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 software.  Revenues related  to these services are  recognized
 at  the  time the  services are  rendered.  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 recognized  upon the completion  and installation until  delivery
 occurs and evidence  of customer acceptance  has been obtained.  Maintenance
 contracts  related  to  system  sales  are  deferred  when  applicable   and
 recognized as revenue over the life of the contract.


    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.


    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, "Accounti ng  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 $43,000 and $204,000 in advertising  costs in fiscal 2002  and
 2001, respectively.


    Accounting for Stock-Based Compensation

      The Company  has elected  to account  for stock-based  compensation  to
 employees using the intrinsic value method.  Accordingly, compensation  cost
 for employee 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 and loss Per Share

      Basic loss per common share is based on the weighted-average number  of
 common shares outstanding.  Diluted 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.


    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.


    Accounting Pronouncements Not Yet Adopted


      In 2001, the Financial Accounting  Standards Board issued Statement  of
 Financial Accounting Standards No. 141  (SFAS  141),  Business Combinations.
 This standard  eliminates  the pooling  method  of accounting  for  business
 combinations initiated after June 30, 2001.  In addition, SFAS 141 addresses
 the  accounting for  intangible assets and  goodwill acquired in  a business
 combination. This portion of SFAS 141 is effective for business combinations
 completed after June 30, 2001.  The Company does not expect SFAS 141 to have
 a  material  effect  on  the  Company's  financial  position  or  results of
 operations.

      In 2001,  the  Financial  Accounting  Standards  Board issued Statement
 of Financial Accounting Standards No. 142 (SFAS 142) In 2001, the  Financial
 Accounting  Standards  Board  issued   Statement  of  Financial   Accounting
 Standards  No.  141  (SFAS  141),  Goodwill  and  Intangible  Assets,  which
 clarifies the accounting for impairments to purchase goodwill and intangible
 assets.   Under SFAS  142,  goodwill  and intangible assets with  indefinite
 lives will  no  longer be  amortized,  but  will be  tested  for  impairment
 annually and also  in the event  of an impairment  indicator.   SFAS 142  is
 effective for fiscal years beginning after  December 15, 2001.  The  Company
 does not  expect  SFAS  142 to  have  a  material effect  on  the  Company's
 financial position  or results of  operations.   The  adoption of SFAS  142,
 which  occurred  on February 1, 2002 did not have a material  effect  on the
 Company's financial position or results of operations.

      In 2001, the Financial Accounting  Standards Board issued Statement  of
 Financial Accounting  Standards  No.  144  (SFAS  144)  Accounting  for  the
 Impairment  or  Disposal  of  Long-Lived  Assets.  This  standard  addresses
 financial accounting and reporting for the  impairment or disposal of  long-
 lived assets.   SFAS  144  is effective  for  fiscal years  beginning  after
 December 15, 2001.  The Company does not expect SFAS 144 to have a  material
 effect on the Company's financial position or result of operations.


 Note 2 - Property, Furniture and Equipment

       Property, furniture and equipment costs are summarized as follows:

                                                         January 31,
                                                ----------------------------
                                                    2002              2001
                                                ----------        ----------
       Equipment                               $ 7,120,577       $ 7,074,937
       Building                                  1,426,935         1,426,935
       Furniture, fixtures and
         leasehold improvements                    830,915           820,646
                                                ----------        ----------
                                                 9,378,427         9,322,518
       Less accumulated depreciation            (8,794,771)       (8,600,624)
                                                ----------        ----------
                                                   583,656           721,894
                                                ----------        ----------
       Land                                        300,000           300,000
                                                ----------        ----------
                                               $   883,656       $ 1,021,894
                                                ==========        ==========


 Note 3 - Capitalized Software

       Capitalized software costs are summarized as follows:

                                                         January 31,
                                                ----------------------------
                                                   2002              2001
                                                ----------        ----------
       Capitalized software costs              $ 6,274,306       $ 5,459,741

       Less accumulated amortization            (4,779,383)       (3,959,743)
                                                ----------        ----------
                                               $ 1,494,923       $ 1,499,998
                                                ==========        ==========


 Note 4 - Income Taxes

       The effective income tax rates differed from the following reasons:

                                                          January 31,
                                                ----------------------------
                                                   2002              2001
                                                ----------        ----------
 Federal income tax benefit at                     (34)%             (34)%

 Change in valuation                                37                34

 Other                                              (3)                -
                                                ----------        ----------
                                                     0%                0%
                                                ==========        ==========


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

                                                          January 31,
                                                ----------------------------
                                                   2002              2001
                                                ----------        ----------
 Deferred tax assets:
 Net operating loss carryforward               $ 2,240,000       $ 2,185,000
 Accounts receivable                                 7,000             7,000
 Deferred revenue                                        -            12,000
 Fixed assets                                      299,000           310,000
 Accrued compensation                              210,000           278,000
 Other                                               2,000            54,000
                                                ----------        ----------
   Total deferred tax assets                     2,758,000         2,846,000

 Deferred tax liabilities:
 Capitalized software costs                       (562,000)         (565,000)
 Other                                                   -           (29,000)
                                                ----------        ----------
   Total deferred tax liabilities                 (562,000)         (594,000)
                                                ----------        ----------
 Net deferred tax asset before                   2,196,000         2,252,000

 Less valuation allowance                        2,196,000         2,252,000
                                                ----------        ----------
                                               $         -       $         -
                                                ==========        ==========


      At January  31, 2002  and  2001, the  Company  had net  operating  loss
 carryforwards of  approximately  $6,590,000  and  $5,883,000,  respectively,
 which begin to expire in 2010.

      At January  31, 2002  and  2001, the  Company  has established  a  100%
 valuation allowance to fully offset the  net deferred tax asset balances  of
 $2,196,000 and $2,252,000, 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.


 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, 2002,  1,237,621 shares of the Company's  Common
 Stock  had been  sold pursuant  to these plans.  The  plans were  terminated
 effective December 31, 2001.


    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.

      In 2001, certain employees exercised options to purchase 88,678  shares
 of the Company's common stock using a cashless exercise.  Consideration  for
 the exercise was 20,936 shares of the  Company's common stock.  As a  result
 of the  cashless  exercise, the  Company  recorded compensation  expense  of
 $53,442.


    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, 2001,  the Company  had purchased  350,764
 shares of its outstanding Common Stock pursuant to the terms of the program.
 No repurchase transactions took place in fiscal 2002.


    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 was paid in installments during fiscal 2001.
 These balances were paid during fiscal 2001.


    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.

      Reported  and pro  forma  net  loss  and  net  loss per  share  amounts
 for the  fiscal  year  ended January  31, 2002 and  2001, respectively,  are
 set forth below:

                                             2002             2001
                                          -----------      -----------
      Reported
      Net income (loss)                  $    153,872     $ (2,284,927)
      Net income (loss) per share        $       0.02     $      (0.36)

      Pro forma
      Net income (loss)                  $     30,675     $ (2,335,466)
      Net income (loss) per share        $       0.01     $      (0.37)


      During fiscal 2002  and 2001, 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:


                                             2002             2001
                                          -----------      -----------
      Risk free interest rate               5% - 7%        5.1% - 6.2%
      Expected life                         5 years          5 years
      Expected volatility                     128%              99%
      Expected dividend yield                   0%               0%



 Stock option activity for 2002 and 2001 is set forth below:


                                       2002                 2001
                                ------------------   ------------------
                                          Weighted             Weighted
                                          Average              Average
                                          Exercise             Exercise
                                Options    Price     Options    Price
                                ------------------   ------------------
    Outstanding at
      beginning of year         838,575   $ 1.00     789,266    $ 1.01
    Granted                     206,000      .29     165,000      1.02
    Exercised                    (7,000)     .29     (88,678)      .95
    Canceled                   (287,430)     .91     (27,013)     1.60
                                -------              -------
    Outstanding at
      end of year               750,145      .78     838,575      1.00
                                =======              =======
    Exercisable at
      end of year               750,145      .78     550,544      1.07
                                =======              =======
    Weighted average fair
      value of options
      granted during the year             $  .16                $  .77



<TABLE>
 Stock options outstanding at January 31, 2002:


                       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   519,100       3.8 years        $  0.44        519,100      $  0.44

 $ 0.77 to $ 1.54   175,045       4.9 years        $  1.14        175,045      $  1.14

 $ 1.55 to $ 3.50    56,000       1.3 years        $  2.67         56,000      $  2.67
                    -------                                       -------
                    750,145                                       750,145
                    =======                                       =======
</TABLE>


 Note 6 - Earnings per share

        Basic and diluted earnings per common share are computed based on
        the following information:

                                         Year ended January 31, 2002
                                    ------------------------------------------
                                    Net earnings        Shares       Per share
                                    ------------      ---------      ---------
 Basic earnings per common share       $153,872       6,454,034          0.02

 Effect of dilutive stock options             -          20,080
                                    ------------      ---------      ---------
 Diluted earnings per common share     $153,872       6,474,114         $0.02
                                    ============      =========      =========


                                         Year ended January 31, 2001
                                    ------------------------------------------
                                    Net earnings        Shares       Per share
                                    ------------      ---------      ---------
 Basic earnings per common share    ($2,284,927)      6,283,766        ($0.36)

 Effect of dilutive stock options             -               -
                                    ------------      ---------      ---------
 Diluted earnings per common share  ($2,284,927)      6,283,766        ($0.36)
                                    ============      =========      =========


 Note 7 - 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.


 Note 8 - Related Party Transactions

        In January 2001, the Company negotiated the termination of the  Chief
 Executive Officer's employment  contract in exchange  for a  6% demand  note
 payable in  the  amount  of  $817,659.  The  old  agreement,  which  was  to
 terminate on  December  31, 2002,  provided  for  a salary  of  $642,196  in
 calendar year 2001 and $657,609 in calendar year 2002.  Additionally in  the
 event of termination, other  than for cause, as  defined, the old  agreement
 provided for  a termination  payment  of two  to  three times  base  salary,
 depending on termination date.

        Concurrent with termination of the old agreement, the Company and the
 Chief Executive Officer entered  into a new employment  agreement.  The  new
 agreement, which is month-to-month, provides for a monthly salary of $10,000
 and has no termination payment provisions.

        During fiscal 2002, the Company paid  the CEO $36,000 in interest  on
 the note, and made principal payments totaling $200,000.


 Note 9 - 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 10 - Proposed Merger

      On  January  3,  2002,  CompuTrac  entered  into a definitive Agreement
 and  Plan  of  Merger,  dated  as  of January 3, 2002, pursuant to which ASA
 International Ltd. will acquire CompuTrac. The terms of the merger agreement
 provide  that  CompuTrac  will be  merged into RainMaker  Software, Inc.,  a
 wholly-owned subsidiary of ASA, with CompuTrac stock being converted  into a
 right  to  receive  a pro rata share of 1,370,679 shares of ASA common stock
 and  approximately $1,300,000 in  cash,  subject to  certain  conditions and
 adjustments.

      In connection with the merger agreement, ASA and CompuTrac entered into
 a management  agreement  whereby  RainMaker  will  manage  the  business  of
 CompuTrac effective January 1, 2002.  If the merger agreement is terminated,
 ASA will be entitled to retain the operating income of CompuTrac's  business
 for the term of the management agreement, if any, or shall pay to  CompuTrac
 the amount of any operating loss  (excluding extraordinary items, as  agreed
 to in writing by ASA and CompuTrac), if any, incurred during the term of the
 management  agreement.  For  the  year ended January 31, 2002 the management
 fee was $2,625.

      ASA  and  certain  stockholders  of  CompuTrac  also  entered  into   a
 Stockholders  Agreement  whereby   ASA  obtained  a   proxy  to  vote   such
 stockholders shares  in  favor of  the  proposed  merger and  an  option  to
 purchase such stockholders' shares upon certain events.

<PAGE>


              REPORT OF 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, 2002 and 2001 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 of  America.  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,  2002  and 2001,  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 of America.


 GRANT THORNTON LLP

 Dallas, Texas
 April 19, 2002

<PAGE>


 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, 2002.


                                   PART III


 Item 9.   Directors, Executive  Officers,  Promoters  and  Control  Persons;
           Compliance with Section 16(a) of the Exchange Act.


      The executive  officers and  directors of  the Company  at January  31,
 2002, are as follows:

                                      Position(s) Held
      Name                    Age     With the Company
      ----                    ---     ----------------
      Harry W. Margolis        59     President, Chairman of the Board
                                      & Chief Executive Officer
      Dana E. Margolis         57     Secretary, Treasurer & Director
      George P. Pardue         48     Chief Financial Officer
      David L. Golemon         48     General Manager - Operations
      Lynda K. Thomas          55     Vice President - Administration
      Jay S. Stromberg         34     Vice President - Corporate
      David D. Hester          45     Vice President - CT Labs
      Michael R. Mueller       49     Vice President - LFMS for
                                      Windows Development
      Kenneth R. Nicholas      59     Director
      Gerald D. Harris         45     Director
      D. Bruce Walter          59     Director


      Harry W. Margolis  is a  co-founder of the  Company and  has served  as
 Chairman of the Board of the Company since its organization in 1977.   After
 graduating from U.C.L.A.  in 1964 with  a degree in  Political Science,  Mr.
 Margolis  attended  Southern  Methodist  University  Law  School  and   upon
 graduation in 1967, placed first in the bar examination administered in  the
 State of  Texas.   Mr. Margolis  founded his  own law  firm in  1967,  which
 increased to eight  members through internal  growth and by  merger with  an
 older firm, and practiced law until the Company was organized in 1977.

      Dana E. Margolis, a  director since 1983, served  as office manager  of
 the Company performing  its accounting  and purchasing  functions from  1980
 until 1983.  In January 1984, Mrs. Margolis assumed the responsibilities  of
 Secretary and Treasurer of  the Company.  Mrs.  Margolis attended San  Diego
 State University and is the wife of Harry W. Margolis.

      George P.  (Sandy) Pardue  joined CompuTrac  in  January 2001.  He  was
 heavily involved  in  CompuTrac's  initial public  offering  in  1983  while
 employed by Price Waterhouse. Mr.  Pardue's experience includes eight  years
 with  Price  Waterhouse,  concentrating   on  software,  real  estate,   and
 distribution clients. His experience subsequent to Price Waterhouse includes
 senior financial management positions at the Jagger-Buzbee Company  (Austin,
 Texas), the Richardson Trident Company (Richardson, Texas), Lotto Sport  USA
 (Carrollton, Texas), and extensive experience in systems implementation  and
 integration consulting.  Mr. Pardue  graduated  from the University of Texas
 at Austin with a BBA in Accounting.

      David L.  Golemon joined  CompuTrac in  1987  as Manager  of  Technical
 Communications.  His CompuTrac career has also included stints as Manager of
 Quality Assurance  and Program  Manager.   Prior  to joining  CompuTrac,  he
 worked for  UCCEL, now  Computer Associates,  one  of the  largest  software
 developers in the world.  Mr. Golemon graduated from the University of North
 Texas with a degree in Communications, cum laude.

      Lynda K.  Thomas  was  elected  Vice  President  of  Administration  in
 December 1987.  Ms. Thomas joined the Company in September 1981 as Executive
 Assistant to the President and served as the Company's Business Manager from
 August 1983 until  her election to  Vice President.   Previously, she was  a
 corporate officer  and  director of  public  relations for  Republic  Gypsum
 Company,  a  Dallas based  manufacturer and supplier  of building materials.
 She attended the  University of  North Texas  in Denton,  Texas majoring  in
 education.  Ms. Thomas currently serves on the Board of Directors of Altrusa
 International of Collin County.

      Jay S. Stromberg was named Vice President of Marketing in August  2000.
 Before accepting  this position,  Mr. Stromberg  served as  the Director  of
 Marketing,  and   a   Regional  Sales   Manager.   Some  of   his   previous
 responsibilities involved  working as  a  Systems Analyst,  System  Training
 Consultant, Support  Representative,  Product Manager,  and  District  Sales
 Manager.  Before coming to CompuTrac,  Mr. Stromberg  was a  paralegal at  a
 prestigious New York law firm.  He attended college at the State  University
 of New  York  at Binghamton  where  he  received his  Bachelor's  degree  in
 English.  Mr. Stromberg is the son-in-law of Harry W. and Dana Margolis.

      David D. Hester has served as the Company's senior computer  programmer
 since June 1979 and is responsible for the Company's major software research
 and development efforts.  He was elected Vice President of the Company's  CT
 Labs department in April 1996.  Previously he served as an assembly-language
 programmer for General Computer  Systems, a division of  Telex.  Mr.  Hester
 attended the University of  Texas at Arlington and  is an honor graduate  of
 Control Data Institute.

      Michael R. Mueller  joined the  Company in  October 1984  as a  support
 programmer and was  elected Vice President  of Law  Firm Management  Systems
 Development in May 1996.  He has been involved in the development of four of
 the Company's six  generations of  law firm  management systems.   Prior  to
 joining the  Company,  Mr.  Mueller  graduated  from  Texas  A&M  University
 majoring in Computer Science with a minor in Accounting.

      Kenneth R. Nicholas, a director of the Company since 1995, has been the
 Senior Partner of Nicholas & Montgomery, LLP, a certified public  accounting
 firm in Dallas, Texas since January  2001.  From January 1987 until  merging
 his practice into Nicholas and Montgomery,  he was the Managing Director  of
 Nicholas, Flanagan & Bard, P.C.  Prior  to that time, Mr. Nicholas spent  22
 years with Deloitte Haskins & Sells (now Deloitte & Touche), including  over
 ten years as a  partner and seven years  as partner-in-charge of the  Dallas
 tax practice.  Mr. Nicholas graduated from Southern Methodist University  in
 1964.

      Gerald D. Harris, a  director of the Company  since 1994, is the  owner
 and operator of Harris Typesetting Services, a graphics design and  printing
 business located in Plano, Texas.  Prior to beginning his business in  1990,
 Mr. Harris  was the  head golf  professional at  the prestigious  Stonebriar
 Country Club  in Frisco,  Texas.   Mr.  Harris  attended the  University  of
 Oklahoma majoring in finance.

      D. Bruce Walter  was elected  to the  Board of Directors in July, 1998.
 Additionally, he served as the Company's President from January, 1999, until
 December 2000.  He is  also on the board  of directors of HQ/HR  Corporation
 headquartered in St.  Louis, Missouri and  two Dallas  based companies,  SPS
 Management  Corporation  and  Connex   Systems   Corporation.   Mr.   Walter
 previously held  the position  of Chairman  and Chief  Executive Officer  at
 Radiomail Corporation,  a wireless  Internet  company headquartered  in  San
 Mateo, California, from  October 1994 to  July 1997.   He was President  and
 Chief Executive  Officer  of  CoActive  Computing  Corporation,  located  in
 California, from  July 1993  until October  1994.   Mr. Walter  was at  Grid
 Systems Corporation,  also located  in California,  from June  1983 to  June
 1993, where he was President and Chief Executive Officer from 1991 to  1993.
 Prior to 1983,  Mr. Walter spent  sixteen years in various  management-level
 positions at Xerox Corporation.   He is currently  President and CEO of  MSU
 Corporation in Plano, Texas.  He is a 1965 graduate of Waynesburg College.


 Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a)  of the  Securities Exchange  Act  of 1934,  as  amended,
 requires the Company's directors and executive officers, and persons who own
 more than ten  percent of the  Company's outstanding Common  Stock, to  file
 with the Securities and Exchange Commission  (the "SEC") initial reports  of
 ownership and reports of changes in ownership of Common Stock.  Such persons
 are required by SEC  regulations to furnish the  Company with copies of  all
 such reports  they file.   To  the Company's  knowledge, based  solely on  a
 review of the  copies of such  reports furnished to  the Company during  the
 Company's last fiscal year, all Section 16(a) filing requirements applicable
 to its officers, directors  and greater than  ten percent beneficial  owners
 have been complied with.


 Item 10.       Executive Compensation.


 Summary Compensation Table

<TABLE>
      The following table sets forth the  aggregate compensation paid to  the
 Company's Chief Executive  Officer and the  only other  officer whose  total
 annual salary and bonus for the 2002  fiscal year was $100,000 or more  (the
 "Named Executive Officers"), with respect to each of the three fiscal  years
 in the period ended January 31, 2002.


                                         Annual          Long-Term
                                      Compensation  Compensation Awards
                                      ------------  -------------------
                                                    Number of Securities    All Other
                               Fiscal                Underlying Options      Compen-
 Name and Principal Position    Year    Salary ($)       Granted           sation  ($)
 ---------------------------    ----    ----------       -------           -----------
 <S>                            <C>    <C>              <C>                <C>
 Harry W.  Margolis             2002     173,500               -            35,795 (5)
                                                                             5,711 (3)
 President, Chairman of the     2001   1,166,678 (2)           -             4,063 (3)
 Board and Chief Executive      2000     398,500               -             4,063 (3)
 Officer

 D. Bruce Walter (4)            2001     113,111
    President                   2000     120,339         100,000

 ________________________

 (1) The columns for "Bonus" and "Other Annual Compensation" are not required
     because there is no compensation required to be reported in such column.
     The aggregate amount of perquisites and other personal benefits provided
     to the Company's Chief Executive Officer is less than the lesser of
     $50,000 or 10% of the total of annual salary and bonus of the officer.
 (2) Includes $817,000 for the buyout of Mr. Margolis' employment contract in
     January, 2001, in the form of a demand note.
 (3) Represents the economic value of split-dollar life insurance policies
     paid for by the Company naming Mr. Margolis' estate as the beneficiary.
 (4) Resigned as president of the company effective as of December 31, 2000.
     Remains on the Board of Directors as an outside director.
 (5) Interest paid on $817,000 demand note.
</TABLE>

 Executive Employment Agreements

      In January 2001,  the Company negotiated  the termination  of Harry  W.
 Margolis' employment contract in  exchange for a 6%  demand note payable  in
 the amount  of $817,659.   The  old  agreement, which  was to  terminate  on
 December 31, 2002, provided for a  salary of $642,196 in calendar year  2001
 and  $657,609  in  calendar  year  2002.   Additionally,  in  the  event  of
 termination, other than for  cause, as defined,  the old agreement  provided
 for a termination payment  of two to three  times base salary, depending  on
 termination date.

      Concurrent with termination of the old agreement, the Company and Harry
 W. Margolis  entered  into a new  employment agreement.  The new  agreement,
 which is terminable by either party  upon thirty days prior written  notice,
 provides for a  monthly salary  of $10,000  and has  no termination  payment
 provisions.


   Item 11.     Security  Ownership   of   Certain  Beneficial   Owners   and
                Management.

      The following table  sets forth, as  of January  31, 2002,  information
 with respect to the beneficial ownership of the Common Stock of the  Company
 by (a) the Company's  Chief Executive Officer and  each of the other  "Named
 Executive Officers" (as defined below  in "Executive Compensation -  Summary
 Compensation  Table"),  (b)  each  person  known  by  the  Company  to   own
 beneficially 5% or more of such outstanding Common Stock, (c) each  director
 or nominee who owns any shares,  and (d) all current executive officers  and
 directors of the Company as a group.

 Name and Address of                Amount and Nature of
 Beneficial Owner (1)          Beneficial Ownership of Class (2)     Percent
 --------------------          ---------------------------------     -------
 Harry W. Margolis                        2,212,877  (3)               33.8

 Dana E. Margolis                            21,778  (4)                (5)

 Jay Stromberg                              116,794  (6)                1.7

 D. Bruce Walter                            130,120  (7)                1.9

 Gerald D. Harris                            15,000  (8)                (5)

 Kenneth R. Nicholas                         48,000  (9)                (5)

 All current directors and executive      2,725,303 (10)               41.6
  officers (11 persons) as a group
 ____________________________

 (1)  Unless otherwise indicated, each person's address is 222 Municipal
      Drive, Richardson, Texas  75080.
 (2)  Unless otherwise indicated, each person has sole voting and investment
      power with respect to such shares.
 (3)  Includes 250,000 shares Mr. Margolis has the right to acquire through
      the exercise of options.  Mr. Margolis may be deemed to be the
      beneficial owner of the shares owned by his wife, Dana E. Margolis.
 (4)  Dana E. Margolis may be deemed to be the beneficial owner of the shares
      owned by her husband, Harry W. Margolis.
 (5)  Beneficial ownership is less than one percent (1%) of the Company's
      outstanding shares.
 (6)  Jay S. Stromberg may be deemed to be the beneficial owner of the 82,422
      shares owned by his wife, Tammy Margolis-Stromberg.
 (7)  Includes 12,000 shares Mr. Walter has the right to acquire through the
      exercise of options.
 (8)  Includes 15,000 shares Mr. Harris has the right to acquire through the
      exercise of options.
 (9)  Includes 38,000 shares Mr. Nicholas has the right to acquire through
      the exercise of options.
 (10) Includes 427,155 shares the current directors and executive officers
      have the right to acquire through the exercise of options.


 Item 12.  Certain Relationships and Related Transactions.

      In January 2001,  the Company negotiated  the termination  of Harry  W.
 Margolis' employment contract in  exchange for a 6%  demand note payable  in
 the  amount  of $817,659.  The  old  agreement, which  was to  terminate  on
 December 31, 2002, provided for a  salary of $642,196 in calendar year  2001
 and  $657,609  in  calendar  year  2002.   Additionally,  in  the  event  of
 termination, other than  for cause, as defined,  the old agreement  provided
 for a termination payment  of two to three  times base salary, depending  on
 termination date.

      Concurrent with termination of the old agreement, the Company and Harry
 W. Margolis entered  into  a new  employment agreement.  The new  agreement,
 which is terminable by either party  upon thirty days prior written  notice,
 provides for a  monthly salary  of $10,000  and has  no termination  payment
 provisions.

      The Company  and  Mr.  Margolis have  entered  into  a  "split  dollar"
 agreement with respect to the maintenance of life insurance policies for the
 benefit of Mr. Margolis.  This agreement obligates the Company to contribute
 certain amounts  annually during  the term  of Mr.  Margolis' employment  to
 maintain the effectiveness of the life insurance policies, and grants to the
 Company a collateral interest in the proceeds of the policies, to the extent
 of  the  contributions made.  Following  the  termination of  Mr.  Margolis'
 employment, the Company may  choose to maintain  its collateral interest  in
 the policies by continuing to make annual payments, but is not obligated  to
 do so.  At such time as the Company discontinues making payments toward  the
 life insurance policies, whether during the term of Mr. Margolis' employment
 or after, all interest of the Company  in the proceeds of the policies  will
 terminate.  During 2001,  the Company defaulted on  certain of the  payments
 required pursuant to  the split  dollar agreement  and the  Company and  Mr.
 Margolis entered into a cure agreement as of December 31, 2001, which allows
 the Company  to  cure its  default  under  the split  dollar  agreement  and
 maintain its collateral interest in the policies.


 Item 13.  Exhibits and Reports on Form 8-K


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

       1.  Financial Statements:


           Consolidated Balance Sheets at January 31, 2002 and 2001

           Consolidated Statements of Operations for the two years
              ended January 31, 2000

           Consolidated Statements of Changes in Shareholders' Equity
              for the two years ended January 31, 2002

           Consolidated Statements of Cash Flows for the two years
              ended January 31, 2002

           Notes to Consolidated Financial Statements

           Report of Grant Thornton LLP, Independent Certified Public
              Accountants


      2.1          -    Agreement and Plan of Merger dated January 3, 2002,
                        among CompuTrac, Inc., ASA International Ltd., and
                        ASA Legal Systems, Inc. (incorporated by reference
                        to Exhibit No. 2 of the Current Report on Form 8-K
                        filed on January 15, 2002 by ASA International Ltd.
                        (the "ASA 8-K").

      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******* -    Employment Termination and Agreement

      10.11******* -    Monthly Employment Agreement

      10.12******* -    Demand Promissory Note

      10.13        -    Management Agreement, effective January 1, 2002,
                        between CompuTrac, Inc. and ASA Legal Systems, Inc.
                        (incorporated by reference to Exhibit No. 10.1 of
                        the ASA 8-K) and Split-dollar Cure Agreement

      10.14        -    Stockholders Agreement dated January 3, 2002, among
                        ASA International Ltd., ASA Legal Systems, Inc. and
                        certain shareholders of CompuTrac, Inc. (incorporated
                        by reference to Exhibit No. 10.2 of the ASA 8-K).

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

 *         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 there to, 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 o n August 4,  1995, Commis sion 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.

 *******   Incorporated by reference to the same numbered exhibit  filed with
           the Registrant's Annual Report on Form 10-KSB for the  fiscal year
           ended January 31, 2001, 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,
 10.10, 10.11,  and 10.12  constitute  management contracts  or  compensatory
 plans or arrangements within the meaning of SEC rules.

      (b)  Reports on Form 8-K.

            Current report on Form 8-K filed January 7, 2002
            Current report on Form 8-K filed February 1, 2002

<PAGE>

                                  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, President, and Chief Executive Officer

                           Date:  May 1, 2002

           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.

        Signature                 Title                      Date
        ---------                 -----                      ----

 /S/ Harry W. Margolis     Chairman of the Board of
     -------------------   Directors, President and
     Harry W. Margolis     Chief Executive Officer        May 1, 2002


 /S/ George P. Pardue      Chief Financial Officer
     -------------------   (Principal Financial and
     George P. Pardue      Accounting Officer)            May 1, 2002


 /S/ Dana E. Margolis      Secretary, Treasurer
     -------------------   and Director                   May 1, 2002
      Dana E. Margolis


 /S/ Kenneth R. Nicholas   Director                       May 1, 2002
     -------------------
     Kenneth R. Nicholas


 /S/ Gerald D. Harris      Director                       May 1, 2002
     -------------------
     Gerald D. Harris


 /S/ D. Bruce Walter       Director                       May 1, 2002
     -------------------
     D. Bruce Walter