<PAGE>

--------------------------------------------------------------------------------
                             SECURITIES AND EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
--------------------------------------------------------------------------------

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

                      FOR THE QUARTER ENDED June 30, 2002

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

For the transition period from ___________________  to  ____________________.

                          Commission file number 0-5260

                                GA eXpress, Inc.
                       (formerly General Automation, Inc.)
                            ------------------------
             (Exact name of registrant as specified in its charter).

                               DELAWARE 95-2488811
                               -------------------
           (State or other jurisdiction of (I.R.S. employer I.D. No.)
                         incorporation or organization)

        938 HOWE STREET, SUITE 906, VANCOUVER, BC           V6Z IN9
        -----------------------------------------           -------
        (Address of principal executive offices)          (Zip code)

Registrant's telephone number including area code: (604) 633-9891
                                                   --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days:

No [ ]  Yes [X]

As of August 10, 2002, there were 16,735,522 shares of common stock outstanding.



<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

              GA EXPRESS, INC. (FORMERLY GENERAL AUTOMATION, INC.)

                           CONSOLIDATED BALANCE SHEET

                                     ASSETS

                                                                     June 30,
                                                                       2002
                                                                   -------------
Current assets:
  Cash                                                             $  1,283,000
  Royalty and note receivable (Note 3)                                1,514,000
  Accounts receivable, net                                              385,000
  Inventory                                                              40,000
  Prepaid expenses and other                                            250,000
                                                                   -------------
   Total current assets                                               3,472,000

Property and equipment, net                                             259,000
Goodwill, net                                                           377,000
Deferred costs                                                          238,000
Other                                                                    41,000
                                                                   -------------
                                                                   $  4,387,000
                                                                   =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                 $    882,000
  Accrued expenses                                                    2,521,000
  Deferred revenue                                                    2,131,000
  Current portion of long-term debt                                   1,205,000
                                                                   -------------
    Total current liabilities                                         6,739,000

Long-term debt, net of discounts (Note 5)                             4,544,000
                                                                   -------------
    Total liabilities                                                11,283,000
                                                                   -------------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock, $.10 par value; 10,000,000
   shares authorized, none issued or outstanding                             --
  Common stock, $.10 par value; 50,000,000
   shares authorized; 16,735,522 shares issued
   and outstanding                                                    1,674,000
  Additional paid-in capital                                         50,554,000
  Accumulated deficit                                               (58,585,000)
  Accumulated other comprehensive loss                                 (539,000)
                                                                   -------------
Total stockholders' deficit                                          (6,896,000)
                                                                   -------------
                                                                   $  4,387,000
                                                                   =============

                 See notes to consolidated financial statements

                                        1


<PAGE>

<TABLE>
                              GA EXPRESS, INC. (FORMERLY GENERAL AUTOMATION, INC.)

                                      CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                    Three Months Ended June 30,    Nine Months Ended June 30,
                                                   -----------------------------   -----------------------------
                                                        2002            2001           2002             2001
                                                   -------------   -------------   -------------   -------------
<S>                                                <C>             <C>             <C>             <C>
Revenues:
  Products                                         $    399,000    $    305,000    $    679,000    $  1,361,000
  Services                                              439,000         625,000       1,334,000       3,630,000
  Royalties (Note 3)                                    581,000         263,000         581,000         961,000
                                                   -------------   -------------   -------------   -------------
        Total                                         1,419,000       1,193,000       2,594,000       5,952,000
                                                   -------------   -------------   -------------   -------------
Cost of revenues:
  Products                                              165,000         135,000         288,000         780,000
  Services                                              213,000         203,000         646,000       2,646,000
                                                   -------------   -------------   -------------   -------------
                                                        378,000         338,000         934,000       3,426,000
                                                   -------------   -------------   -------------   -------------
  Gross profit                                        1,041,000         855,000       1,660,000       2,526,000
                                                   -------------   -------------   -------------   -------------

Operating expenses:
  Research and development                              328,000         341,000         708,000       1,352,000
  Sales, general and administrative                     344,000         484,000       1,419,000       3,549,000
  Depreciation and amortization                          67,000         124,000         249,000         383,000
                                                   -------------   -------------   -------------   -------------
                                                        739,000         949,000       2,376,000       5,284,000
                                                   -------------   -------------   -------------   -------------

Income (loss) from operations                           302,000         (94,000)       (716,000)     (2,758,000)

Other income (expense), net:
  Gain on sale of land and building                          --              --              --       1,232,000
  Gain on legal settlement                                   --              --              --         500,000
  Gain on sale of business                                   --              --              --       2,500,000
  Gain from settlements with trade creditors                 --       1,697,000              --       1,661,000
  Interest expense                                     (210,000)       (144,000)       (588,000)       (535,000)
  Other                                                 (17,000)         11,000          16,000              --
                                                   -------------   -------------   -------------   -------------
Income (loss) before taxes                               75,000       1,470,000      (1,288,000)      2,600,000

Provision for income taxes                                2,000              --           2,000              --
                                                   -------------   -------------   -------------   -------------
Net income (loss)                                  $     73,000    $  1,470,000    $ (1,290,000)   $  2,600,000
                                                   =============   =============   =============   =============

Basic income (loss) per share                      $       0.00    $       0.10    $      (0.08)   $       0.18
                                                   =============   =============   =============   =============
Fully diluted income (loss) per share              $       0.00    $       0.07    $      (0.08)   $       0.12
                                                   =============   =============   =============   =============

Basic weighted average number of common shares       16,634,630      14,825,025      16,634,630      14,825,025
                                                   =============   =============   =============   =============
Diluted weighted average number of common shares     16,634,630      21,581,275      16,634,630      21,581,275
                                                   =============   =============   =============   =============

                                 See notes to consolidated financial statements

                                                        2
</TABLE>


<PAGE>

<TABLE>
                 GA EXPRESS, INC. (FORMERLY GENERAL AUTOMATION, INC.)

                         CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                            Nine Months Ended June 30,
                                                           ---------------------------
                                                               2002           2001
                                                           ------------   ------------
                                                                          (as restated)
<S>                                                        <C>            <C>
Cash flows from operating activities:
  Net income (loss)                                        $(1,290,000)   $ 2,600,000
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
    Gain on sale of business                                        --     (2,500,000)
    Gain on sale of land and building                               --     (1,232,000)
    Gain from legal settlement                                      --       (500,000)
    Gains from settlements with trade creditors                            (1,661,000)
    Depreciation and amortization                              249,000        383,000
    Amortization of deferred compensation
     to employee and consultants                                 5,000         62,000
    Interest expense from amortization of debt discounts       108,000         63,000
    Amortization of debt issue costs                            43,000        137,000
 Changes in operating assets and
  liabilities, net of business sold,
   (Increase) decrease in:
      Royalties receivable                                    (581,000)      (702,000)
      Accounts receivable                                       (9,000)      (675,000)
      Inventory                                                (11,000)        18,000
      Prepaid expenses and other                               (66,000)       (51,000)
      Deposits                                                   6,000          8,000
      Deferred costs                                          (238,000)            --
    Increase (decrease) in:
      Accounts payable                                         (90,000)       962,000
      Accrued expenses                                         626,000        399,000
      Deferred revenue                                       1,706,000        723,000
                                                           ------------   ------------
    Net cash used in operating activities                      458,000     (1,966,000)
                                                           ------------   ------------

Cash flows from investing activities:
  Proceeds from sale of business                                    --      1,635,000
  Proceeds from sale of building                                    --      2,248,000
  Proceeds from legal settlement                                    --        500,000
  Proceeds from note receivable                                     --        171,000
  Purchase of fixed assets                                     (57,000)            --
                                                           ------------   ------------
    Net cash provided by (used in) investing activities        (57,000)     4,554,000
                                                           ------------   ------------

Cash flows from financing activities:
  Principal payments on debt                                        --     (2,688,000)
  Proceeds allocated to issuance of debt                            --      1,143,000
                                                           ------------   ------------
    Net cash (used in) financing activities                         --     (1,545,000)
                                                           ------------   ------------
Effect of exchange rate changes on cash                       (304,000)        52,000
                                                           ------------   ------------
Net increase (decrease) in cash and equivalents                 97,000      1,095,000

Cash and equivalents, beginning of period                    1,185,000        141,000
                                                           ------------   ------------
Cash and equivalents, end of period                        $ 1,282,000    $ 1,236,000
                                                           ============   ============
Cash paid for taxes                                        $     2,000    $        --
Cash paid for interest                                     $        --    $        --

Non-cash financing and investing activities:
Detachable warrants issued with debt                       $        --    $    27,000
Warrants issued to consultants                             $        --    $    77,000
Common stock issued for additional
 purchase consideration accrued                            $     76,000   $

                     See notes to consolidated financial statements

                                           3
</TABLE>


<PAGE>

              GA EXPRESS, INC. (FORMERLY GENERAL AUTOMATION, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

Nature of business
------------------

GA eXpress, Inc., formerly General Automation, Inc., (the "Company"), is engaged
in the development and licensing of computer software and related software
consulting services and has subsidiaries in the United States (US), Canada,
Australia and England. The Company's US operations are primarily devoted to the
continued enhancement, licensing, and support of E-Path web products. The US
operations, along with our Canadian subsidiary, have also continued development
of Selva Server web service products. The Australian and United Kingdom (UK)
operations continue to focus their efforts on supporting operating systems
(UNIX, Novell, OS/2) and contract programming utilizing C++ and Visual Basic;
the UK operations began licensing E-Path during 2001.

Basis of Presentation
---------------------

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
(US) for interim financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and notes to financial
statements required by accounting principles generally accepted in the United
States for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring items) considered necessary for a
fair presentation have been included. Operating results for the interim period
are not necessarily indicative of the results that may be expected for the
fiscal year. The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries: Liberty Integration Software, Inc.
("Liberty"), a Canadian company, Australian companies General Automation PTY,
Ltd., and DLM Networks PTY, Ltd., and UK companies, Sequoia Systems Limited
(UK), GA eXpress, Ltd., and Edgtech, Ltd. All significant intercompany
transactions have been eliminated in consolidation. The results of operations
for the three and nine months ended June 30, 2002, are not necessarily
indicative of the results that may occur for the year ending September 30, 2002.
For further information, refer to the consolidated financial statements, and the
notes thereto, included in the Company's First Amendment of Annual Report of
Form 10-KSB for the year ended September 30, 2001.

Going Concern

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has incurred
significant losses from operations, has current liabilities in excess of current
assets by $3,267,000 and has a total stockholders' deficit of $6,896,000 at June
30, 2002. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.

On or about April 3, 2002, the Company's Canadian Subsidiary licensed certain
products to a significant customer, generating a non-refundable fee of
$2,000,000 (see Note 3). The Company settled with Raining Data, Inc. (see Note
3) whereby the Company received $1,000,000 in July 2002, and will receive
$1,000,000 within the next 12 months, subject to verification of certain data
relied upon by the parties, by October 26, 2002.

Management plans to re-negotiate, with holders of $4.7 million of debt, terms
and conditions which the Company can better meet in the future. The Company has
received waivers of events of default until October 1, 2002 on the PMF and
related debt, principal at face value, totaling $3,650,000, and until April 1,
2003 for debts totaling $500,000, as extended. In addition, the Company is in
ongoing negotiations with trade creditors, as well as with certain former
employees owed approximately $700,000.

The Company is currently negotiating material contracts for the sale of its
E-Path and "Selva" products to customers which management believes will provide
liquidity for operations. Management intends to continue to carefully monitor
its operating costs, and to expand its web services software development.

There are no assurances that management will be successful in its plans. The
consolidated financial statements do not include any adjustments that may result
from the outcome of the uncertainties discussed above.

                                        4


<PAGE>

Estimates
---------

The preparation of consolidated 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. Significant estimates made by management during the periods presented
include, but are not limited to, royalty revenues, allowances for doubtful
receivables and certain reductions of amounts reported as claims against the
Company.

Reclassifications
-----------------

Certain prior period balances have been reclassified to conform to the current
period presentation.

Revenue Recognition
-------------------

The Company's revenues are derived from software licensing arrangements and fees
charged for services. Software is generally licensed for internal use by its
customers. Licenses are generally based on the number of users of the Company's
software. The Company's revenue recognition policies are in accordance with
Statement of Position ("SOP") 97-2, Software Revenue Recognition, as amended and
SOP 98-9, Software Revenue Recognition, With Respect to Certain Transactions. In
general, software license revenues are recognized when a non-cancelable license
agreement has been signed and the customer acknowledges an unconditional
obligation to pay, the software product has been delivered, there are no
uncertainties surrounding product acceptance, the fees are fixed and
determinable and collection is considered probable; professional services
revenues are recognized as such services are performed; and maintenance
revenues, or post-contract customer support, or PCS, including revenues bundled
with software agreements which entitle the customers to technical support and
future unspecified enhancements to our products, are deferred and recognized
ratably over the related contract period, generally twelve months. Revenues
recognized from multiple-element software arrangements are allocated to each
element of the arrangement based on the fair values of the elements, such as
software products, PCS, installation or training. The determination of fair
value is based on objective evidence which is specific to the Company. If
evidence of fair value does not exist for all elements of a license agreement
and PCS is the only undelivered element, or, in essence the arrangement is a
subscription, then all revenue for the license arrangement is recognized ratably
over the term of the agreement as license revenue. If evidence of fair value of
all undelivered elements exists but evidence does not exist for one or more
delivered elements, then revenue is recognized using the residual method. Under
the residual method, the fair value of the undelivered elements is deferred and
the remaining portion of the arrangement fee is recognized as revenue. Services
that the Company provides are not essential to the functionality of the
software.

The Company records unearned revenue for software arrangements when cash has
been received from the customer and the arrangement does not qualify for revenue
recognition under the Company's revenue recognition policy. The Company records
accounts receivable for software arrangements when the arrangement qualifies for
revenue recognition but cash or other consideration has not been received from
the customer.

The Company's professional services include consulting services,
training-related services to customers and partners, and software maintenance
services, including technical support, to the Company's customers and partners.
Revenue from consulting services is typically recognized as services are
performed. Maintenance fees relating to technical support and upgrades are
recognized ratably over the maintenance period, if significant. If
insignificant, the Company accrues the estimated costs of such service at the
time of delivery.

Recently Issued Accounting Pronouncements
-----------------------------------------

In June 2001, the Financial Accounting Standards Board finalized Statements of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," and
No. 142, "Goodwill and Other Intangible Assets." SFAS 141 requires the use of
the purchase method of accounting and prohibits the use of the

                                        5



<PAGE>

pooling-of-interests method of accounting for business combinations initiated
after June 30, 2001. SFAS 141 also requires, upon adoption of SFAS 142 that the
Company reclassify the carrying amounts of intangible assets and goodwill based
on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS 142 requires that the Company identify reporting units for the
purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS 121. SFAS 142 is required to be applied in
fiscal years beginning after December 15, 2001, to all goodwill and other
intangible assets recognized at that date, regardless of when those assets were
initially recognized. SFAS 142 requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption. The Company is
also required to reassess the useful lives of other intangible assets within the
first interim quarter after adoption of SFAS 142. The Company is assessing, but
has not yet determined, how the adoption of SFAS 141 and SFAS 142 will impact
its financial statements and results of operations.

The FASB issued Statement No. 143 "Accounting for Asset Retirement Obligations"
which establishes standards for the initial measurement and subsequent
accounting for obligations associated with the sale, abandonment, or other type
of disposal of long-lived tangible assets arising from the acquisition,
construction, or development and/or normal operation of such assets. SFAS No.
143 is effective for years beginning after June 15, 2002, with earlier
application encouraged. The Company must adopt Statement No. 144 in fiscal 2003.

The FASB also recently issued Statement No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." Statement No. 144 supersedes Statement No.
121 to supply a single accounting approach for measuring impairment of
long-lived assets, including segments of a business accounted for as a
discontinued operation or those to be sold or disposed of other than by sale.
The Company must adopt Statement No. 144 in fiscal 2003.

In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections" (SFAS 145). SFAS
145 updates, clarifies and simplifies certain existing accounting
pronouncements. Currently, SFAS 145 impacts the Company only with respect to the
rescission of SFAS 4.Prior to the issuance of SFAS 145, SFAS 4 required all
gains and losses from extinguishment of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. As a
result of the rescission of SFAS 4, the criteria in APB No. 30 will now be used
to classify those gains and losses. SFAS 145 is required to be adopted for
fiscal years beginning after May 2002. The Company has elected to early adopt
the provisions of SFAS 145, and as such reported all gains on settlements of
debt as components of other income and losses.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." The standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Costs covered by
the standard include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operation, plant
closing, or other exit or disposal activity. This statement is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Management is assessing the impact, if any, on the Company's consolidated
financial statements.

NOTE 2 - RESTATEMENT OF INTERIM FINANCIAL STATEMENTS

The Company restated its consolidated financial statements for the three months
and nine months ended June 30, 2001, to comply with accounting standards
generally accepted in the United States. The effects of the Company's
restatement on their net loss and net loss per-share for the three and nine
month periods ended June 30, 2001 are as follows:
<TABLE>
<CAPTION>
                                                              Three Months      Nine Months
                                                             --------------   --------------
<S>                                                          <C>              <C>
Net income, as previously reported                           $   1,577,000    $   2,038,000
  Decrease (increase):
    Software development                                           228,000        1,169,000
    Restate goodwill                                              (142,000)        (599,000)
    Value of options and warrants granted                         (181,000)         (41,000)
    Other                                                           12,000           33,000
                                                             --------------   --------------
Net income, as adjusted                                      $   1,470,000    $   2,600,000
                                                             ==============   ==============

Net income per basic share, as previously reported           $        0.11     $       0.14
  Software development                                                0.01             0.08
  Restate goodwill                                                   (0.02)           (0.03)
  Value of options and warrants granted                              (0.01)           (0.00)
  Other                                                               0.01               --
                                                             --------------   --------------
Net loss per share, as adjusted                              $        0.10    $        0.19
                                                             ==============   ==============

Net income per fully diluted share, as previously reported   $        0.07    $        0.09
  Software development                                                0.01             0.05
  Restate goodwill                                                   (0.01)           (0.03)
  Value of options and warrants granted                              (0.01)           (0.00)
  Other                                                               0.01             0.01
                                                             --------------   --------------
Net loss per share, as adjusted                              $        0.07    $        0.12
                                                             ==============   ==============
</TABLE>
Refer to the Company's Form 10-KSB, as amended, for the year ended September 30,
2001 for further discussion of these adjustments.

                                        6


<PAGE>

NOTE 3 - LICENSE ARRANGEMENTS

Agreement

On or about April 3, 2002, the Company entered into a multiple-element license
agreement with a customer for a term of five years beginning March 31, 2002. On
the date of the agreement the licensed software was installed and functional. In
connection with the agreement, the Company is required to make available to the
customer new releases, enhancements and upgrades during the term on an "if and
when available" basis. In addition, the Company must provide 125 hours of
customer support annually at no cost. Additional customer support is billed at
standard rates per hour. In satisfaction of the arrangement, the Company
received a non-refundable fee of $2,000,000. Direct costs incurred amounted to
$250,000.

Management will defer revenues and costs initially, and record revenue using
Subscription accounting whereby, revenues and costs will be reported evenly over
the five year term, or $400,000 annually. The contract was deemed effective
March 31, 2002 as stated in the agreement. Amortization of deferred revenues and
costs began on April 1, 2002.

Royalties
---------

In connection with the sale of the Company's Pick-based database management
business in August 2000, the Company is entitled to twenty (20) percent of
certain sales by Pick Systems, Inc., now Raining Data Corp., a publicly-traded
company, for a period of twenty-four months after the sale. The Company earned
approximately $1,189,000 for the year ended September 30, 2001 in connection
with this agreement, of which $931,000 was not paid at that date. In addition,
the Company was owed a remaining balance of $112,000 by Raining Data Corp under
terms of a note payable established by the purchase agreement, and owed Raining
Data approximately $110,000 for past purchases of their products.

Management initiated legal action against Raining Data in May 2001 for payment
of outstanding royalties due. Subsequently, on July 27, 2002 management and
Raining Data agreed to settle all claims for the sum of $2,000,000, whereby
Raining Data paid $1,000,000 to the company concurrent with the execution of the
settlement agreement and agreed to pay another $1,000,000 by June 30, 2003 in
installments. The settlement allows for either party, on or before October 26,
2002, to complete audits of the other party as to the matters covered by the
original agreement of sale. Such audits, if requested, are to be paid for by the
initiator and may identify an adjustment to the agreed settlement. If as a
result of the audit a variance of more than 5% is identified, the settlement
agreement is subject to adjustment.  Furthermore, the Installment Payments
shall be due and payable in full immediately upon certain events of default.
Management believes the Company will not incur any obligation in the event the
buyer initiates an audit.

In accounting for the royalty associated with this transaction the Company
suspended the recording of revenues in connection with this royalty agreement
effective October 1, 2001 in accordance with SAB No. 101, among other criteria,
revenue recognition is appropriate if a claim is "reasonably assured". In
consequence of the settlement agreement and payment of the initial $1,000,000,
the Company recorded $581,000 of royalty revenue in the quarter ended June 30,
2002, for royalties which were deemed earned from October 1, 2001 through June
30, 2002. The remaining revenues currently estimated to be $486,000, assuming no
adjustment in the event of an audit, will be recorded in the fourth quarter of
2002. Management is currently assessing whether there are any costs for fees
associated with the settlement of the litigation.

                                        7


<PAGE>

NOTE 4 - ACCRUED EXPENSES

Accrued liabilities at June 30, 2002 were as follows:

         Accrued interest                   $  702,000
         Accrued payroll, taxes and
          related benefits                   1,093,000
         Balance owed for acquisition
          of a subsidiary                      249,000
         Sales and use taxes                   149,000
         Other                                 328,000
                                            -----------
                                            $2,521,000
                                            ===========

In February 2001, the Company proposed an arrangement to approximately 89
terminated employees who were owed approximately $299,000 of payroll and
$551,000 of unpaid vacation. Under the arrangement most employees were paid 50%
of the unpaid payroll equal to approximately $135,000 in October 2001. The
balance of the payroll and the unpaid vacation was to be paid in nine
installments as funds became available. Some employees exercised an option to
take common shares in lieu of the remaining unpaid payroll. The Company has been
delinquent in its payments; however, management intends to resume payments in
the near future.

In October 2001, a class of 13 employees filed suit against the Company seeking
payment of the payroll and vacation balances owed. Management believes its
accrued payroll, taxes, and related benefits adequately represent the amounts
which will ultimately be settled in this matter. Management believes the amount
sought under the claim is incorrect and therefore is currently defending this
action. Trial is currently scheduled to begin October 2002, however counsel for
the plaintiff is seeking to continue the trial into 2003.


NOTE 5 - LONG-TERM DEBT

The carrying value and the face value of long-term debt at June 30, 2002, is as
follows:

<TABLE>
<CAPTION>
                                                                                 Carrying        Face
                                                                                   Value         Value
                                                                                -----------   -----------
     <S>                                                                        <C>           <C>
     10% convertible note payable to Pacific Mezzanine Fund ("PMF"),
     net of unamortized discount of $65,000; interest-only monthly
     payments, due September 30, 2004. Note is convertible at any
     time at the election of the Holder into common shares at $.73
     per share, is secured by all of the Company's assets.  On
     September 30, 2001, accrued interest totaling $435,478 on such
     date was converted into 1,291,719 shares of common stock
     (see below).                                                               $3,112,000    $3,150,000

     10% convertible note payable to a shareholder group, net of unamortized
     discount of $68,000; interest-only monthly payments, due September 30,
     2004. Note is convertible at any time at the election of the Holder into
     common shares at $.73 per share, is secured by all the Company's assets,
     but is subordinate to the $3,150,000 note above. On September 30, 2001,
     accrued interest totaling $78,000 on such date was converted into 125,482
     shares of common stock (see below).                                           432,000       500,000

     10% notes payable to TMI and Boundless, interest only payments,
     due September 2004                                                            500,000       500,000

     10% notes convertible payable to Boundless,
     interest-only monthly payments, past due (see below).                         500,000       500,000

     10% note payable to a shareholder group, net of unamortized discount of
     $45,000, of which proceeds received amounted to $950,000, and existing debt
     totaling $300,000 due PMF was amended to conform with the terms of the
     notes as described herein; interest deferred through June 28, 2002, at
     which time interest accrued through such date will be paid in a lump sum,
     interest thereafter payable in a lump-sum payment at maturity on December
     29, 2002. Note is secured by royalties receivable from Raining Data Corp.   1,205,000     1,276,000
                                                                                -----------   -----------
                                                                                 5,749,000     5,926,000

      Less current maturities                                                   (1,205,000)   (1,776,000)
                                                                                -----------   -----------
                                                                                $4,544,000    $4,150,000
                                                                                ===========   ===========

                                                    8
</TABLE>


<PAGE>

Waiver of Defaults

     The Company was in default on interest payments and financial covenants
     related to its indebtedness with PMF and a shareholder group in the face
     amounts aggregating $3,650,000. On February 15, 2002, the Company obtained
     waivers of the events of default from its creditors as of that date, and as
     to events of default, through October 1, 2002. The Company intends to cure
     the events of default by this date or attempt to negotiate an extension of
     the waver. The Company's obligation of $500,000 due to Boundless is past
     due. The Company has obtained a waiver of all events of default through
     October 1, 2003.

NOTE 6 - SEGMENT INFORMATION

Revenues from operations by geographical location for the nine months ended June
30, 2002 and 2001, are as follows:
<TABLE>
<CAPTION>

                      Nine
                      Months
                      Ended          North
                     June 30,       America        Australia        Europe           Total
                     ---------    -----------     -----------     -----------     -----------
     <S>               <C>        <C>              <C>               <C>          <C>
     Revenues          2002       $  899,000       1,195,000         500,000      $2,594,000
                       2001        3,355,000       1,910,000         687,000       5,952,000
</TABLE>

Balances of long-lived assets by geographic area did not change significantly
during the nine months ended June 30, 2002. During the nine months ended June
30, 2001, the Company sold its headquarters building which reduced its
long-lived assets by approximately $1,100,000.

Revenues from operations by product and services and royalty revenues for the
nine months ended June, 2002 and 2001, are as follows:
<TABLE>
<CAPTION>

                                     2002                                   2001
                     -------------------------------------  -------------------------------------
                       Service      Product       Total       Service      Product       Total
<S>                  <C>          <C>          <C>          <C>          <C>          <C>
Revenues:
 E-Path              $       --   $  237,000   $  237,000   $       --   $  285,000   $  285,000
 Operating Systems    1,334,000      442,000    1,776,000    3,630,000    1,076,000    4,706,000
 Royalties                   --      581,000      581,000           --      961,000      961,000
                     -----------  -----------  -----------  -----------  -----------  -----------
   Total             $1,334,000   $1,260,000   $2,594,000   $3,630,000   $2,322,000   $5,952,000
                     ===========  ===========  ===========  ===========  ===========  ===========
</TABLE>

NOTE 7 - SALES OF ASSETS-PRODUCT AND SERVICE BUSINESSES

In January 2001, the Company sold its hardware installation and service
business. The following summarized unaudited pro-forma statement of operations
data reflects the impact of the sale of assets during the nine months ended June
30, 2001, assuming the sale took place on October 1, 2000 (in thousands, except
per share data):

                                           UNAUDITED PROFORMA RESULTS
                                            FOR THE NINE MONTHS ENDED
                                                 JUNE 30, 2001
                                          ---------------------------

Revenues                                          $ 3,838,000
                                                  ============
Loss from operations                              $(1,804,000)
                                                  ============
Basic net loss per common share                   $     (0.11)
                                                  ============

                                        9


<PAGE>

NOTE 8 - OTHER INCOME

Sale of building
----------------

On November 1, 2000, the Company sold its administrative building for
$2,235,000. The Company reported a gain of $1,232,000 in the accompanying
statement of operations for the nine months ended June 30, 2001. Proceeds from
the sale were used to pay off the related first and second mortgage notes
totaling $955,000 and $922,500, including interest, respectively. Concurrent
with the sale of the building, the Company entered into a month-to-month
operating lease agreement whereby the Company leased back its office facilities
from the purchaser at a monthly rent of $36,000. In February 2001, the Company
and the lessor agreed to reduce the monthly rent to $5,000, which was terminated
on June 25, 2002.

Litigation settlement
---------------------

On April 15, 1999, the Company filed a Complaint in the Orange County Superior
Court against PriceWaterhouseCoopers, LLP, successor to PriceWaterhouse, which
was the Company's independent auditors from 1991 through 1996. The action
asserted that PriceWaterhouse was negligent in its audits of the Company's
financial statements and procedures, resulting in substantial reporting errors
which were only uncovered after PriceWaterhouse was replaced as the Company's
independent auditors in 1998. The Company sought general and punitive damages,
including its audit expenses, and losses resulting from its reliance upon the
inaccurate financial statements. In December 2000, this suit was settled for
$500,000.

Note 9 - PER SHARE INFORMATION

During the nine months ended June 30, 2001, the Company had 5,000,000 common
stock equivalents outstanding that have been included in the calculation of
diluted shares outstanding using the treasury stock method. The same number of
common stock equivalents were outstanding during the six months ended June 30,
2002 but have not been reported as diluted shares because their effect is
anti-dilutive.

                                       10


<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A
OF THE SECURITIES ACT OF 1933, AS AMENDED, THAT INVOLVE RISKS AND UNCERTAINTIES.
A NUMBER OF IMPORTANT FACTORS, INCLUDING THOSE CONTAINED ABOVE UNDER THE
HEADINGS "CRITICAL ACCOUNTING POLICIES", THE TIMELY DEVELOPMENT OF PROPOSED
PRODUCTS, MARKET ACCEPTANCE OF NEW PRODUCTS, ACTIONS BY COMPETITORS AND
CREDITORS, AS WELL AS FACTORS DISCUSSED ELSEWHERE IN THIS REPORT AND IN THE
COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, COULD
AFFECT THE COMPANY'S ACTUAL RESULTS AND CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS.

OVERVIEW

Since fiscal year 1999, the Company has been undergoing a transformation away
from a system integration model with eroding margins and increasing competition
into a software development company. Company management evaluated its
opportunities in the data processing and connectivity area of the web services
software arena and decided that the Company has significant opportunities in
this area.

The Company has been aggressively pursuing a strategy of shedding what
management considers non-strategic business units. In this regard, with the
exception of the operations of its foreign subsidiaries, the Company has
effectively sold off its historic sources of revenues consisting of database
software and maintenance service contracts. It is the intention of management to
replace these lost revenues with sales generated from its e-Path product suite
and Selva Server products.

The Company has developed a portfolio of software products and services under
the name of ePath(TM). The ePath(TM) products include a suite of middleware,
eTools(TM), focused on data access and connectivity for the MultiValue
marketplace, and recently completed development of a collaborative commerce
server, code named Selva Server.

While the eTools(TM) middleware has been released for sale, the Selva Server
entered its beta stage of development in the second quarter of fiscal 2002 and
is expected to be released for licensing in the first quarter of 2003. The
future of the Company in the software marketplace will require additional
capital to insure a marketing and sales presence in a competitive marketplace.

During the nine months ended June, 2002, we were affected by declines in
technology spending. The Company is seriously under-capitalized and illiquid;
however, our note holders have expressed a willingness to grant the Company
financial reprieve by waiving events of default. The Company has also negotiated
certain employee and trade creditor claims. The Company continues to seek funds
from outside sources and has sold its non-strategic assets to help fund the
transformation into a software development company.

We relocated the Company headquarters out of Orange County, California,
effective January 31, 2002. The decision was based on finding another location
suited to a software development company with better access to both financial
and technical resources.

Throughout fiscal years 2001 and 2002, our emphasis was on financial
restructuring and the technical transformation of our product line. As the
Company now looks forward to fiscal year 2003, it will be necessary to round out
the management staff of the Company to meet the challenges of marketing and
selling our newest product, Selva Server. Management does have concern regarding
attracting qualified staff due to its financial condition.

                                       11


<PAGE>

CRITICAL ACCOUNTING POLICIES

The Company's consolidated financial statements and related public financial
information are based on the application of accounting principles generally
accepted in the United States ("GAAP"). GAAP requires the use of estimates,
assumptions, judgments and subjective interpretations of accounting principles
that have an impact on the assets, liabilities, revenue and expense amounts
reported. These estimates can also affect supplemental information contained in
the external disclosures of the Company including information regarding
contingencies, risk and financial condition. We believe our use of estimates
and underlying accounting assumptions adhere to accounting principles
generally accepted in the United States and are consistently and conservatively
applied.

We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may
differ materially from these estimates under different assumptions or
conditions.

Reserves And Allowances

Allowances for doubtful accounts are estimated based on estimates of losses
related to customer receivable balances. Estimates are based on historical
losses, adjusting for current economic conditions. The establishment of reserves
requires the use of judgment and assumptions regarding the potential for losses
on receivable balances. Though the Company considers these balances adequate and
proper, changes in economic conditions in specific markets in which the Company
operates could have a material effect on reserve balances required.

Fair Value Of Assets Acquired And Liabilities Assumed In Purchase Combinations

The purchase combinations carried out by us require management to estimate the
fair value of the assets acquired and liabilities assumed in the combinations.
These estimates of fair value are based on our business plan for the entities
acquired including planned redundancies, restructuring, use of assets acquired
and assumptions as to the ultimate resolution of obligations assumed for which
no future benefit will be received. Should actual use of assets or resolution of
obligations differ from our estimates, revisions to the estimated fair values
would be required. If a change in estimate occurs after one year of the
acquisition, the change would be recorded in our statement of operations.

Valuation Of Long-Lived And Intangible Assets

At June 30, 2002, goodwill represented approximately 10% of our total assets.
The recoverability of these assets requires considerable judgment and is
evaluated on an annual basis or more frequently if events or circumstances
indicate that the assets may be impaired. we apply the impairment rules as
required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and Assets to Be Disposed Of" which requires significant judgment and
assumptions related to the expected future cash flows attributable to the
intangible asset. The impact of modifying any of these assumptions can have a
significant impact on the estimate of fair value and, thus, the recoverability
of the asset. As a result, we determined that the residual value of these
entities exceeded the carrying value of goodwill relating to our subsidiaries
and no impairment of goodwill was charged during the nine months ended June 30,
2002.

Accounts Payable and Accrued Liabilities

We review our payables and accrued liabilities, from time to time, to ensure
amounts reflected in the financial statements represent the actual amounts which
we will ultimately pay. Because of the Company's current financial position, we
carefully review amounts billed for services, versus the benefit received. We
may ask for discounts from time to time if we feel the services rendered did not
meet our expectations. Estimated amounts to be paid may differ from amounts
accrued.

Income Taxes

We recognize deferred tax assets and liabilities based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities. We regularly review our deferred tax assets for recoverability and
establish a valuation allowance based upon historical losses, projected future
taxable income and the expected timing of the reversals of existing temporary
differences. During 2002, we estimated the allowance on net deferred tax assets
to be hundred percent of the net deferred tax assets.

RESULTS OF OPERATIONS

Product and service revenues, excluding royalties, by geographic areas for the
nine months ended June 30, 2002, and 2001 were as follows:

                  Sales $(000s)
                 --------------
                  2002    2001
                 ------  ------
North America
   Product       $  192  $  352
   Service          126   2,043

Foreign
 Australia
   Product          402     878
   Service          792   1,032
 Europe
   Product          84      131
   Service         416      556

Consolidated
   Product         679    1,361
   Service      $1,334   $3,630

Revenues:
---------

Product sales decreased 50% to $679,000 and service revenues decreased 63% to
$1,334,000 principally because of the sale of the North American hardware and
service business in January 2001. In addition Australia's revenues were
adversely affected in the current nine month period because a large sale in the
prior year's period wasn't duplicated.

Australia's product and service revenues declined 54% and 23%, respectively,
during the nine months ended June 30, 2001 principally of the large sale cited
above and because of continuing deterioration in its hardware related business.
Service revenues were less adversely affected because of emphasis being placed
on developing that business category.

Europe's aggregate sales decreased about 27% compared to 2001 principally due to
general softness in the computer market in recent quarters and because some
prior year pick-based customers have gradually migrated to other providers
following the Company's sale of its pick-based product line in August of 2000.

                                       12



<PAGE>

Gross Profits:
--------------

Gross profit, as a percent of revenue exclusive of royalties, increased to 53%
for the nine months ended June 30, 2002, from 39% for the prior year quarter
principally because of the sale of the Company's hardware service business in
January 2001. The gross profit percentage on the Company's continuing service
business is significantly higher than on the service business that was sold.
Additionally the decrease in revenues resulting from the sale of the Hardware
and Service business has significantly impacted this ratio. No other significant
costs are expected to be incurred in the future for this agreement except for
ongoing costs of developing enhancements to the company's products which the
licensee has a right to receive at no additional cost.

Selling, general and administrative expenses decreased 60% to $1.4 million in
2002 due to the sale of the hardware products and service business in January
2001 and execution of the companies restructuring plan. Achieving these cost
efficiencies has resulted in the companies lowest operating expense structure in
its operating history.

Accordingly, more than 90% of the Company's North American staff remaining after
the latter sale was terminated effective January 31, 2001, and have not been
replaced. Now that Selva Server is in the Beta phase attention will be given to
developing the a sales and marketing organization and staffing to introduce it
to the marketplace. No other significant costs are expected to be incurred in
the future for this agreement except for ongoing costs of developing
enhancements to the company's products which the licensee has a right to receive
at no additional cost.

                                       13



<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's independent auditors' reports for the years ended 2000 and 2001
contains a "going concern" matter for special emphasis paragraph. The primary
issues management will focus on in the immediate future to address this matter
include:

         *        Continue negotiating material contracts for the sale of its
                  ePath (TM) middleware products to customers which management
                  believes will provide additional liquidity for operations.
                  There can be no assurances that these contracts will
                  materialize.

         *        Continuing negotiations to secure short term financing for
                  approximately $2 million under terms and conditions to be
                  agreed upon. It is probable that this funding may need to be
                  obtained through a corporate subsidiary or other entity to
                  support the continued development and introduction of Selva to
                  the marketplace. There can be no assurance that this funding
                  will materialize.

         *        Working with the Company's secured lender on a restructuring
                  of the debt they hold to allow for the raising of additional
                  capital. While management is hopeful an arrangement can be
                  achieved, it can give no assurance an agreement will be
                  reached.

FORWARD OUTLOOK

This forward outlook section contains a number of forward-looking statements,
all of which are based on current expectations. Actual results may differ
materially. These statements do not reflect the potential impact of any future
mergers or acquisitions. These forward-looking statements contain a number of
risks and uncertainties. These could include delays and complications in
developing new technology and software, lack of liquidity and other financial
concerns, as well as customer acceptance and market constraints.

The Company continues to believe its future lies with its ability to undertake
and complete its strategic direction as a software developer within the web
services marketplace with its software products, branded ePath(TM), in fiscal
year 2002 and beyond. The Company continues to be recognized as a leader in the
MultiValue marketplace, providing data access and connectivity middleware with
its eTools(TM) products. The Company is well positioned to capitalize on the web
services arena, expanding outside of the MultiValue marketplace, with its newest
product, Selva Server, which is now in beta. Selva Server has both inter and
intra business data exchange capabilities and is expected to be targeted to the
mid-size company.

Throughout much of fiscal year 2002, the Company will be dependent on our
foreign operations to provide both cash and revenues to help support the
development operations. Further, it will be necessary for the Company to obtain
additional cash infusion from an outside source in fiscal year 2003 to allow the
Company to move forward with its new product and meet its future objectives. Our
current debt holders have granted us waivers of events of default in an effort
to give us a reprieve and allow us to focus on obtaining new customers for
products and services.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A

                                       14


<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K None.

None

                                       15


<PAGE>

                                   SIGNATURES

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

General Automation, Inc.
------------------------
Registrant

 /s/ Jane M. Christie                                        August 19, 2002
---------------------------                                  ---------------
Jane M. Christie                                             Date
President, Chief Executive Officer
  and Principal Accounting Officer

                                       16