<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 MARCH 31, 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 June 25, 2002, there were 16,242,226 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

                                                                     March 31,
                                                                       2002
                                                                   -------------
Current assets:
  Cash                                                             $    262,000
  Royalty and note receivable (Note 3)                                1,043,000
  Accounts receivable, net                                              256,000
  Prepaid expenses and other                                            265,000
                                                                   -------------
   Total current assets                                               1,826,000

Property and equipment, net                                             291,000
Inventory                                                                41,000
Goodwill, net                                                           418,000
Other                                                                    59,000
                                                                   -------------
                                                                   $  2,635,000
                                                                   =============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                                 $  1,217,000
  Accrued expenses                                                    2,139,000
  Deferred revenue                                                      397,000
  Current portion of long-term debt                                   1,183,000
                                                                   -------------
    Total current liabilities                                         4,936,000

Long-term debt, net of discounts (Note 5)                             4,530,000
                                                                   -------------
    Total liabilities                                                 9,466,000
                                                                   -------------

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; 16,242,226 shares issued
   and outstanding                                                    1,624,000
  Additional paid-in capital                                         50,528,000
  Accumulated deficit                                               (58,658,000)
  Accumulated other comprehensive loss                                 (325,000)
                                                                   -------------
Total stockholders' deficit                                          (6,831,000)
                                                                   -------------
                                                                   $  2,635,000
                                                                   =============

                 See notes to consolidated financial statements

                                        1
<PAGE>

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

                                     CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                    Three Months Ended March 31,    Six Months Ended March 31,
                                                   -----------------------------   -----------------------------
                                                       2002            2001            2002             2001
                                                   -------------   -------------   -------------   -------------
<S>                                                <C>             <C>             <C>             <C>
Revenues:
  Products                                         $    129,000    $     73,000    $    280,000    $  1,056,000
  Services                                              458,000       1,201,000         895,000       3,005,000
  Royalties (Note 3)                                         --         388,000              --         698,000
                                                   -------------   -------------   -------------   -------------
        Total                                           587,000       1,662,000       1,175,000       4,759,000
                                                   -------------   -------------   -------------   -------------
Cost of revenues:
  Products                                               52,000         149,000         123,000         645,000
  Services                                              167,000       1,011,000         433,000       2,442,000
                                                   -------------   -------------   -------------   -------------
                                                        219,000       1,160,000         556,000       3,087,000
                                                   -------------   -------------   -------------   -------------
  Gross profit                                          368,000         502,000         619,000       1,672,000
                                                   -------------   -------------   -------------   -------------

Operating expenses:
  Research and development                               84,000         462,000         216,000       1,065,000
  Sales, general and administrative                     693,000       1,066,000       1,225,000       2,993,000
  Depreciation and amortization                          74,000         137,000         167,000         247,000
                                                   -------------   -------------   -------------   -------------
                                                        851,000       1,665,000       1,608,000       4,305,000
                                                   -------------   -------------   -------------   -------------

Income (loss) from operations                          (483,000)     (1,163,000)       (989,000)     (2,633,000)

Other income (expense), net:
  Gain on sale of land and building                          --              --              --       1,232,000
  Gain on legal settlement                                   --              --              --         500,000
  Sale of service business                                   --       2,500,000              --       2,500,000
  Interest expense                                     (182,000)       (168,000)       (377,000)       (391,000)
  Other                                                  36,000          11,000           4,000          16,000
                                                   -------------   -------------   -------------   -------------
Income (loss) before taxes                             (629,000)      1,180,000      (1,362,000)      1,224,000

Provision for income taxes                                   --              --              --              --
                                                   -------------   -------------   -------------   -------------
Net income (loss)                                  $   (629,000)   $  1,180,000    $ (1,362,000)      1,224,000
                                                   =============   =============   =============   =============

Basic income (loss) per share                             (0.04)   $       0.08    $      (0.08)   $       0.08
                                                   =============   =============   =============   =============
Fully diluted income (loss) per share                     (0.04)   $       0.05    $      (0.08)   $       0.06
                                                   =============   =============   =============   =============

Basic weighted average number of common shares       16,242,226      14,825,025      16,242,226      14,825,025
                                                   =============   =============   =============   =============
Diluted weighted average number of common shares     16,242,226      21,581,275      16,242,226      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>
                                                            Six Months Ended March 31,
                                                           ---------------------------
                                                               2002           2001
                                                           ------------   ------------
                                                                         (as restated)
<S>                                                        <C>            <C>
Cash flows from operating activities:
  Net income (loss)                                        $(1,362,000)   $ 1,224,000
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
    Gain on sale of land and building                               --     (1,232,000)
    Gain from legal settlement                                      --       (500,000)
    Depreciation and amortization                              167,000        245,000
    Amortization of deferred compensation
     to employee and consultants                                 5,000         31,000
    Interest expense from amortization of debt discounts        72,000         42,000
    Amortization of debt issue costs                            28,000             --
 Changes in operating assets and
  Liabilities, (increase) decrease in:
      Accounts receivable                                      123,000       (303,000)
      Inventory                                                (12,000)       821,000
      Prepaid expenses and other                               (82,000)       (35,000)
    Increase (decrease) in:
      Accounts payable                                         136,000        826,000
      Accrued expenses                                         131,000        435,000
      Deferred revenue                                         (27,000)    (1,656,000)
                                                           ------------   ------------
    Net cash used in operating activities                     (821,000)      (103,000)
                                                           ------------   ------------

Cash flows from investing activities:
  Proceeds from sale of building                                    --      2,235,000
  Proceeds from legal settlement                                    --        500,000
  Collections of royalty and note receivable                        --        163,000
  Purchase of goodwill                                              --        (74,000)
  Purchase of fixed assets                                     (57,000)            --
                                                           ------------   ------------
    Net cash provided by (used in) investing activities        (57,000)     2,661,000
                                                           ------------   ------------

Cash flows from financing activities:
  Proceeds from issuance of debt                                    --        285,000
  Principal payments on debt                                        --     (2,112,000)
  Proceeds from issuance of common stock                            --        103,000
                                                           ------------   ------------
    Net cash (used in) financing activities                         --     (1,724,000)

Effect of exchange rate changes on cash                        (45,000)       (42,000)
                                                           ------------   ------------
Net increase (decrease) in cash and equivalents               (923,000)       982,000

Cash and equivalents, beginning of period                    1,185,000        140,000
                                                           ------------   ------------
Cash and equivalents, end of period                        $   262,000    $ 1,122,000)
                                                           ============   ============
Cash paid for taxes                                        $     4,000    $   155,000
Cash paid for interest                                     $        --    $    20,000

Non-cash financing and investing activities:
Detachable warrants issued with debt                       $        --    $    27,000
Warrants issued to consultants                             $        --    $        --

                 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. 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.

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 $3,110,000 and has a total stockholders' deficit of $6,831,000 at
March 31, 2002. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management plans to re-negotiate with
holders of the existing subordinated convertible debt totaling approximately
$5.7 million 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 owed approximately
$1.1 million and with certain former employees owed approximately $800,000.
Management is also litigating against Raining Data Corp. for its royalties and
remaining note receivable aggregating $1,043,000 (see Note 3). There can be no
absolute assurance that management will be successful in its litigation against
Raining Data Corp; however management believes that collectibility is reasonably
assured.

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. On or about April 17, 2002, the Company's Canadian
Subsidiary licensed certain products to a significant customer, generating a
non-refundable fee of $2,000,000 (see Note 10). There can be no assurances
additional contracts will ultimately materialize. Management intends to continue
to expand its web services software development. The consolidated financial
statements do not include any adjustments that may result from the outcome of
this uncertainty.

                                        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. In addition, certain reclassifications have been made for
the three months ended December 31, 2001, to conform to the presentation for the
six months ended March 31, 2002.

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.

NOTE 2 - RESTATEMENT OF INTERIM FINANCIAL STATEMENTS

The Company restated its consolidated financial statements for the three months
and six months ended March 31, 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 six month
periods ended March 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                                              Three Months      Six Months
                                                             --------------   --------------
<S>                                                          <C>              <C>
Net income, as previously reported                           $   1,473,000    $     459,000
  Decrease (increase):
    Software development                                           214,000          941,000
    Royalty revenue                                               (176,000)        (131,000)
    Restate goodwill                                              (180,000)        (100,000)
    Value of options and warrants granted                          (64,000)        (120,000)
    Other                                                          (87,000)         175,000
                                                             --------------   --------------
Net income, as adjusted                                      $   1,180,000    $   1,224,000
                                                             ==============   ==============

Net income per basic share, as previously reported           $        0.10 $           0.03
  Software development                                                0.01             0.06
  Royalty revenue                                                    (0.01)           (0.01)
  Restate goodwill                                                   (0.01)           (0.01)
  Value of options and warrants granted                               0.00            (0.01)
  Other                                                              (0.01)            0.02
                                                             --------------   --------------
Net loss per share, as adjusted                              $        0.08    $        0.08
                                                             ==============   ==============

Net income per fully diluted share, as previously reported   $        0.07    $        0.02
  Software development                                                0.01             0.04
  Royalty revenue                                                    (0.01)           (0.01)
  Restate goodwill                                                   (0.01)           (0.00)
  Value of options and warrants granted                               0.00            (0.00)
  Other                                                              (0.01)            0.01
                                                             --------------   --------------
Net loss per share, as adjusted                              $        0.05    $        0.06
                                                             ==============   ==============
</TABLE>

Refer to the Company's Form 10-KSB, as amended, for the year ended September 30,
2001 for futhre discussion of these adjustments.

                                       6
<PAGE>

NOTE 3 - LICENSE ARRANGEMENT

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 $930,000 has not been paid. In addition, the
Company is owed a remaining balance of $112,000 by Raining Data Corp under terms
of a note payable established by the purchase agreement.

Raining Data Corp. has not paid the balance owed because they claim there was a
breach of the sale contract in that they claim past revenues warranted by the
Company with respect to the business it sold were not correctly stated. The
Company filed a "writ of attachment" against Raining Data Corp. to seek
collection of royalties earned; the writ of attachment was denied because
Raining Data Corp. represented in a motion to the court that it has substantial
assets to pay the claim. In its Form 10-QSB for the quarter ended December 31,
2001, Raining Data Corp. reported cash of $3.9 million; however, it has incurred
significant losses from operations and has used cash in its operating
activities. Based on representations made by Raining Data Corp. in various court
filings, as well as Raining Data Corp.'s filing of its Quarterly Report on Form
10-QSB as of December 31, 2001, management believes that Raining Data Corp. has
the wherewithal to pay this obligation.

Management has initiated legal action against the buyer of the Company's
Pick-based business for payment of outstanding royalties due. The litigation
against Raining Data is currently in the discovery stage. The Company's senior
note holders, in defense of their collateral position, have guaranteed to
provide funds for legal fees to the Company. Management is confident that it
will ultimately prevail; however, there can be no absolute assurance as to the
ultimate outcome.

The Company suspended the recording of revenues in connection with this royalty
agreement effective October 1, 2001 because events had delayed the proceedings
in the legal action against Raining Data Corp. In accordance with SAB No. 101,
among other criteria (see Note 2), revenue recognition is appropriate if a claim
is "reasonably assured". Management defends collectibility as reasonably assured
based on the existence of a valid contract, management's assessment of Raining
Data Corp.'s revenues subject to the agreement, and the ability of Raining Data
Corp. to pay amounts due the Company.

In the event the Company cannot reach an agreement with Raining Data Corp.,
management will seek an injunction to prevent them from licensing the software
sold. Management has not provided an allowance against its royalty receivable
from Raining Data Corp. totaling $930,000, as reflected in the accompanying
consolidated balance sheet at December 31, 2001 since management believes such
receivable is fully collectible or will be recovered through a reconveyance and
sale. Management will continue to monitor progress in the matter and evaluate
the effects on its consolidated financial position, results of operations and
cash flows.

                                       7
<PAGE>

NOTE 4 - ACCRUED EXPENSES

Accrued liabilities at March 31, 2002 were as follows:

         Accrued interest                   $  543,000
         Accrued payroll, taxes and
          related benefits                   1,090,000
         Balance owed for acquisition
          of a subsidiary                      285,000
         Sales and use taxes                   155,000
         Other                                  66,000
                                            -----------
                                            $2,139,000
                                            ===========

In February 2001, the Company announced an arrangement to 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 is to be paid in nine installments as funds
become 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.

NOTE 5 - LONG-TERM DEBT

The carrying value and the face value of long-term debt at March 31, 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 $72,000; 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).                                                               $3,104,000    $3,150,000

     10% convertible note payable to a shareholder group, net of unamortized
     discount of $74,000; 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).                                           426,000       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
     $67,000, 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.                                                     1,183,000     1,276,000
                                                                                -----------   -----------
                                                                                 5,713,000     5,926,000

      Less current maturities                                                   (1,183,000)   (1,276,000)
                                                                                -----------   -----------
                                                                                $4,530,000    $4,650,000
                                                                                ===========   ===========
</TABLE>

                                       8
<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
     April 1, 2003.

NOTE 6 - SEGMENT INFORMATION

Revenues from operations by geographical location for the six months ended March
31, 2002 and 2001, are as follows:
<TABLE>
<CAPTION>

                               Six
                              Months
                              Ended          North
                             March 31,      America        Australia        Europe           Total
                             ---------    -----------     -----------     -----------     -----------
     <S>                       <C>        <C>              <C>               <C>          <C>
     Revenues                  2002       $  155,000         655,000         365,000      $1,175,000
                               2001        2,188,000       1,392,000         481,000       4,061,000
</TABLE>

Balances of long-lived assets by geographic area did not change significantly
during the six months ended March 31, 2002. During the six months ended March
31, 2001, the Company sold its headquarters building which reduced its
long-lived assets by approximately $1.1 million.

Revenues from operations by product and services and royalty revenues for the
six months Ended March 31, 2002 and 2001, and long-lived assets as of the ending
dates are as follows:
<TABLE>
<CAPTION>

                                     2002                                   2001
                     -------------------------------------  -------------------------------------
                       Service      Product       Total       Service      Product       Total
<S>                  <C>          <C>          <C>          <C>          <C>          <C>
Revenues:
 E-Path              $       --   $  104,000   $  104,000   $       --   $  203,000   $  203,000
 Operating Systems      895,000      176,000    1,071,000    3,005,000      853,000    3,858,000
 Royalties                   --           --           --           --      698,000      698,000
                     -----------  -----------  -----------  -----------  -----------  -----------
   Total             $  895,000   $  280,000   $1,175,000   $3,005,000   $1,754,000   $4,759,000
                     ===========  ===========  ===========  ===========  ===========  ===========
</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 the sale of assets during the six months ended March
31, 2000, assuming the sale took place on October 1, 2000 (in thousands, except
per share data):

                                           UNAUDITED PROFORMA RESULTS
                                            FOR THE SIX MONTHS ENDED
                                                 MARCH 31, 2001
                                           ---------------------------

Revenues                                          $ 2,591,000
                                                  ============
Loss from operations                              $(1,438,000)
                                                  ============
Basic net loss per common share                   $     (0.10)
                                                  ============

                                       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 three months ended December 31, 2000. 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 1997. 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 six months ended March 31, 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 March 31,
2002 but have not been reported as diluted shares because their effect is
anti-dilutive.

Note 10 - SUBSEQUENT EVENT

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.

Management will defer revenues initially, and record revenue using subscription
accounting whereby, revenues 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. Although the agreement was executed, and cash received in April
2002, amortization of deferred revenues will begin on April 1, 2002.

                                       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 HEADING
"SPECIAL FACTORS", 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 fourth quarter. 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 six months ended March 31, 2002, we were affected by declines in
technology spending and the terrorist events of September 11, 2001.

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.

The management 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.

The failure of Raining Data Corp. to meet its contractual royalty payments to
the Company has created a cash shortfall and placed the Company in a financially
precarious position. The Company will continue to pursue this royalty stream
aggressively through the legal system.

Throughout fiscal year 2001, the Company's emphasis was on financial
restructuring and the technical transformation of our product line. As the
Company now looks forward to fiscal year 2002, 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 financial condition.

                                       11
<PAGE>
CRITICAL ACCOUNTING POLICIES

The Company's consolidated financial statements and related public financial
information are based on the application of generally accepted accounting
principles ("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. The Company believes its use of estimates and underlying accounting
assumptions adhere to generally accepted accounting principles 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.

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.


RESULTS OF OPERATIONS

Product and service revenues by geographic areas for the six months ended March
31, 2002, and 2001 were as follows:

                  Sales $(000s)
                 --------------
                  2002    2001
                 ------  ------
North America
   Product          58     263
   Service          97   1,925

Foreign
 Australia
   Product         159     714
   Service         497     678
 Europe
   Product          63      79
   Service         301     402

Consolidated
   Product         280   1,056
   Service         895   3,005

Revenues:
---------

Product sales decreased 73% to $280,000 and service revenues decreased 70% to
$895,000 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 six month period because a large sale in the
prior year's period wasn't duplicated.

Australia's product and service revenues declined 78% and 27%, respectively,
during the six months ended March 31, 2001 principally for the reason cited
above and because of continuing deterioration in its hardware related business.
Service revenues were less adversely affected because of concentration on
developing that business category.

Europe's aggregate sales decreased about 24% 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 six months ended March 31, 2002, from 41% 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.

Operating Expenses:
-------------------

Operating expenses expressed in amounts and as percentages of revenues,
excluding Royalties, for the six months ended March 31, 2002 and 2001 were as
follows:

                                           Amounts ($000s)     Percent of Sales
                                           2002       2001      2002      2001

           Research and Development         216      1,065        18        26
           Sales and Marketing              623      1,238        53        30
           General and administrative       769      2,002        65        49

                     Total                1,608      4,305       137       106


The principal reason operating expenses decreased 60% to $1,608,000 in 2002 is
the sale of the hardware products and service business in January 2001.
Virtually all of the Company's sales and marketing organizations and costs were
assumed by the buyer or became superfluous. 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 financial resources
organization and staffing to introduce it to the marketplace. Virtually all
research and development costs incurred since January 2001 have focused on
developing the Company's new e-Path and Selva Server products.

                                       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. 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 early fiscal year 2002 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 and continue legal action against
Raining Data Corp. for royalties due under the current contract. Although
management strongly believes that the ultimate outcome will be favorable, there
are no absolute assurances that we will be successful.

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.

10.42    Amended and Restated Liverty Software License Agreement dated March 31,
         2002 with The Reynolds & Reynolds Company.

                                       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                                        June 25, 2002
---------------------------                                  ---------------
Jane M. Christie                                             Date
President, Chief Executive Officer
  and Principal Accounting Officer

                                       15