U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934

         For the fiscal year ended March 31, 2000

                                       OR

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

         For the transition period from ____________ to ____________

                          Commission File No.: 0-13117

                               ION NETWORKS, INC.

                 (Name of Small Business Issuer in Its Charter)

             Delaware                                    22-2413505
 -------------------------------            -----------------------------------
 (State or Other Jurisdiction of            (IRS Employer Identification Number)
  Incorporation or Organization)

  1551 S. Washington Ave., Piscataway, NJ                   08854
  ---------------------------------------                   -----
  (Address of Principal Executive Offices)                (Zip Code)


Issuer's telephone number, including area code:  (732) 529-0100
                                                 --------------

Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----

Securities registered under Section 12(g) of the Exchange Act:
                  Common Stock, $.001 par value
                  ----------------------------


[X]      Check whether the issuer: (1) filed all reports required to be filed by
         Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
         for such shorter  period that the  registrant was required to file such
         reports),  and (2) has been subject to such filing requirements for the
         past 90 days.

[ ]      Check if there is no  disclosure  of  delinquent  filers in response to
         Item  405 of  Regulation  S-B is not  contained  in this  form,  and no
         disclosure will be contained, to the best of registrant's knowledge, in
         definitive proxy  information  statements  incorporated by reference in
         Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

The issuer's revenues for its most recent fiscal year totaled $22,668,833.

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the  average of the bid and asked  prices as  reported  by the
Nasdaq Stock Market as of June 22, 2000 was approximately $86,618,805.

There were 15,621,862 shares of Common Stock outstanding as of June 22, 2000.

DOCUMENTS INCORPORATED BY REFERENCE: None.

         This  amendment  to Form 10-KSB for the period  ended March 31, 2000 is
         filed to include  Items 9-12  contained in Part III of Form 10-KSB that
         were previously  incorporated by reference to the Company's  definitive
         Proxy Statement in connection with the Company's 2000 Annual Meeting of
         Stockholders.


<PAGE>


                                    PART III

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

DIRECTORS AND EXECUTIVE OFFICERS

         The  directors and  executive  officers of the Company,  their ages and
present positions with the Company are as follows:
<TABLE>
<CAPTION>
                                                                                                           Director
                    Name                        Age              Position Held with the Company              Since
                    ----                        ---              ------------------------------              -----

<S>                                              <C>                                                         <C>
Stephen M. Deixler(1)(2)(3)(4)                   65     Chairman of the Board of Directors                   1985

Stephen B. Gray(2)(4)                            42     President, Chief Executive Officer, Chief            1996
                                                        Operating Officer and Director

Alfred M. Leonardi                               48     Chief Financial Officer, Treasurer and Secretary      Not
                                                                                                          applicable

Jane Kaufman                                     52     Executive Vice President - Marketing and              Not
                                                        Business Development                              applicable

Alexander C. Stark, Jr. (1)(2) (3)(4)            67     Director                                             1997

Alan Hardie (3)                                  60     Director                                             1999

William Martin Ritchie(4)                        51     Director                                             1999

Baruch Halpern                                   49     Director                                             1999
</TABLE>

INFORMATION ABOUT DIRECTORS

         Set forth below is certain information with respect to each director:

         STEPHEN M. DEIXLER has been  Chairman of the Board of  Directors  since
1985 and served as Chief Executive Officer of the Company from April 1996 to May
1997.  He was  President of the Company from May 1982 to June 1985 and served as
Treasurer of the Company from its formation in 1982 until  September  1993.  Mr.
Deixler was the Chairman of Princeton Credit Corporation until April 1995.

------------------
(1)  Member of Compensation/Stock Option Committee
(2)  Member of Nominating Committee
(3)  Member of Audit Committee
(4)  Member of Strategic Steering Committee

                                      -2-

<PAGE>


         STEPHEN B. GRAY has been President and Chief  Operating  Officer of the
Company  since April 1996. He has served as the Chief  Executive  Officer of the
Company and a director since May 1997. He also is a director of ION Networks, BV
and ION Networks,  Ltd., wholly-owned  subsidiaries of the Company. He served as
Senior Vice President-Sales,  Marketing and Support of the Company from December
1994  through  March  1996.  Prior to  December  1994,  Mr.  Gray  held  various
management and executive positions at IBM and Sieman's Nixdorf,  and he was also
an independent  consultant,  engaged in assisting both private and publicly-held
companies  with  strategy   development,   internal   operational   reviews  and
stockholder value enhancement programs.

         ALEXANDER C. STARK,  JR. has been a director of the Company since 1997.
Mr. Stark is the President of AdCon, Inc., a consulting firm organized to advise
and council senior officers of global telecom  companies.  Mr. Stark  previously
worked  for 40 years at AT&T,  where he most  recently  served as a Senior  Vice
President.

         ALAN HARDIE has served as a director  of the Company  since April 1999.
Mr.  Hardie has served as a General  Manager of BT Global  Communications  since
1994,  where he provides  leadership  and strategic  direction for such entity's
Global Customer Service division.*

         WILLIAM  MARTIN  RITCHIE has served as a director of the Company  since
April 1999.  Mr.  Ritchie  currently  acts as a consultant in his own consulting
entity,  MR  Ventures,   where  he  provides  various  start-up  companies  with
management  assistance and early stage investment.  Mr. Ritchie was a founder of
Spider  Systems,  a  Scottish  electronics  company,  where he served in several
capacities,  including the Managing  Director,  from 1984 to 1995.  Mr.  Ritchie
currently serves on the board of directors of various companies in Scotland.*

         BARUCH  HALPERN has served as a director of the Company  since  October
1999.  From January 1995 to the present,  Mr. Halpern has been an  institutional
research  analyst  with  Goldsmith & Harris  Incorporated,  where he has advised
institutions  about  investment  opportunities.  He has also been an advisor  in
connection  with a leveraged  buy-out of a public  company  and several  private
placements.

         Mr. Halpern is a Chartered Financial Analyst.

NON-DIRECTOR EXECUTIVE OFFICERS

         Set forth below is certain  information  with respect to each executive
officer of the Company who is not also a director of the Company:

         ALFRED M. LEONARDI has been the Chief Financial Officer,  Treasurer and
Secretary of the Company since December  1999.  Mr.  Leonardi was previously the
Vice  President of Finance at Meto,  Inc., a company  engaged in electronic  bar
code and human readable marking and  identification  systems,  from 1992 through
November 1999. Mr.  Leonardi is a licensed  certified  public  accountant in the
State of New York.

         JANE  KAUFMAN  has  been the  Executive  Vice  President-Marketing  and
Business

-----------------------
* Each of  Messrs.  Hardie and  Ritchie  was  elected to serve as a director  in
  connection with an agreement among the Company and the  shareholders of SolCom
  Systems Limited ("SolCom") in March 1999 to nominate two nominees to the Board
  of Directors upon the closing of the acquisition of SolCom by the Company.

                                      -3-

<PAGE>

Development  of the Company since January 2000.  From 1996, and prior to joining
the  Company,  she worked as a  consultant  with small  technology  companies to
develop new business  opportunities  and  restructure  operations.  From 1995 to
1996,  Ms.  Kaufman  served  as  President  and COO of Ware  Systems  Corp.,  an
e-commerce  company.  From  1990 to 1994  she was  President  of  NYNEX  Venture
Company,  where she incubated  high-tech start-up  companies.  Ms. Kaufman has a
doctoral  degree  in  experimental  psychology  and an MSOR,  both from New York
University. She has a BA from Bennington College.

         The  officers of the Company are elected by the Board of  Directors  at
its first meeting after each annual  meeting of the Company's  stockholders  and
hold office until their successors are chosen and qualified,  until their death,
or until they resign or have been removed from  office.  No family  relationship
exists  between any  director  or  executive  officer and any other  director or
executive officer.

COMPENSATION OF DIRECTORS

         Each of the  members  of the  Board  of  Directors  who is not  also an
employee of the Company ("Non-Employee  Directors") receives options to purchase
10,000  shares of Common  Stock at  exercise  prices per share equal to the fair
market  value of the Common  Stock on the date of grant on an annual basis under
the Company's  1998 Stock Option Plan.  Non-Employee  Directors are also granted
options to purchase an additional  1,500 shares of Common Stock for each meeting
of the Board of Directors attended by such Non-Employee  Director.  Non-Employee
Directors  serving on committees  of the Board of Directors  are granted,  on an
annual  basis,  options  to  purchase  1,500  shares  of  Common  Stock for each
committee served thereby.

         In  addition,   the  Company  reimburses  all  Non-Employee   Directors
traveling  more than fifty miles to a meeting of the Board of Directors  for all
reasonable travel expenses.

EXECUTIVE OFFICERS

         The executive  officers of the Company are Stephen B. Gray,  President,
Chief Executive Officer and Chief Operating Officer;  Alfred M. Leonardi,  Chief
Financial  Officer,Treasurer  and  Secretary;  and Jane Kaufman,  Executive Vice
President-Marketing and Business Development.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         The  following  persons have failed to file on a timely  basis  certain
reports  required by Section 16(a) of the Securities  Exchange Act of 1934, with
respect to the fiscal year ended March 31,  2000,  as follows:  Each of Messrs.,
Stephen B. Gray,  Jane Kaufman,  Alfred M. Leonardi,  Kevin  Latraverse,  Baruch
Halpern,  Stephen M.  Deixler  and William M.  Ritchie  failed to timely file an
Annual  Statement of Changes in  Beneficial  Ownership of  Securities on Form 5.
Each of Messrs. Stephen B. Gray, Stephen M. Deixler, Peter A. Wilson and Michael
Radomsky failed to timely file a Statement of Changes in Beneficial Ownership on
Form 4. Each of Messrs.  Jane Kaufman and Baruch Halpern failed to timely file a
Statement of Initial  Beneficial  Ownership of  Securities on Form 3. During the
fiscal  year  ended  March 31,  2000,  the  Company  is not aware of other  late
filings,  or failure to file, any other reports required by Section 16(a) of the
Exchange Act.

                                      -4-

<PAGE>


ITEM 10.       EXECUTIVE COMPENSATION.

         The following table summarizes the compensation  paid or accrued by the
Company  during the past three  fiscal  years,  including  the fiscal year ended
March 31, 2000, to the Company's  Chief  Executive  Officer and to the Company's
three  other  most  highly  compensated  officers  who  earned  salary and bonus
compensation  of at least  $100,000  during the fiscal year ended March 31, 2000
(two of which were not serving as officers of the Company at the end of the last
completed  fiscal year),  and to other key executive  officers (these  executive
officers being hereinafter referred to as the "Named Executive Officers").
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
          Annual Compensation                                             Long-term Compensation
-----------------------------------------            -----------------------------------------------------------------
                                                              Awards                                 Payouts
                                                     --------------------------              -------------------------
                                                     Annual       Restricted    Securities                  All Other
Principal                                            Compen-        Stock       Underlying      LTIP        Compen-
Position                Year   Salary($)  Bonus($)   sation($)    Award(s)($)   Options (#)  Payouts($)     sation($)(1)
--------                ----   ---------  --------   ------ -----------------   -----------  ----------     -----------
<S>                     <C>     <C>        <C>         <C>                       <C>                         <C>
Stephen B. Gray         2000    261,076    54,616      36,000                    132,966         --          11,106
President, Chief        1999    265,750      --            --                     60,000         --             779
Executive Officer,      1998    252,829      --            --                     75,000         --              --
Chief Operating
Officer

Michael Radomsky(2)     2000    149,577      --            --                     22,710         --           8,259
Executive Vice-         1999    164,392      --            --                     43,823         --           2,781
President               1998    139,858      --            --                     42,839         --           2,526

Alfred M. Leonardi(3)   2000     45,983      --            --                     46,292         --              --
Chief Financial
Officer

Kevin  B. Latraverse    2000    258,715      --            --                     23,442         --          12,811
Executive
Vice-President Sales

Jane Kaufman(4)         2000     36,115      --        10,000                    153,376         --           1,083
Executive
Vice-President
Marketing
And Business
Development

Peter A. Wilson(5)      2000    107,840      --            --                    352,197         --           --
Executive
Vice-President
Marketing
</TABLE>

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

(1)      Represents contribution of the Company under the Company's 401(k) Plan.

(2)      Mr.  Radomsky  resigned  as a  director  and  officer  of  the  Company
         effective as of December 10, 1999.

(3)      Mr.  Leonardi  joined the Company in December 1999 and was appointed as
         an officer effective as of January 17, 2000.

(4)      Ms.  Kaufman joined the Company in January 2000 and was appointed as an
         officer effective as of March 20, 2000.

                                      -5-
<PAGE>

(5)      Mr.  Wilson  resigned  as an officer  of the  Company  effective  as of
         February 25, 2000.

                OPTION GRANTS IN FISCAL YEAR ENDED MARCH 31, 2000

         The following  table sets forth certain  information  concerning  stock
option grants during the fiscal year ended March 31, 2000 to the Named Executive
Officers:
<TABLE>
<CAPTION>
                                                                  Individual Grants
                                   --------------------------------------------------------------------------------
                                                          Percent
                                      Number of           of Total
                                     Securities           Options              Exercise
                                     Underlying          Granted to            or Base
                                       Options          Employees in            Price              Expiration
Name                                 Granted(#)         Fiscal Year            ($/Sh)                 Date
----                                 ----------         -----------            ------                 ----
<S>                                     <C>                 <C>                   <C>               <C>
Stephen B. Gray                         32,966(1)           1.1%                  2.28              3/31/09
                                       100,000              3.5%                  2.28               4/1/04

Michael Radomsky                        22,710(1)           0.8%                  2.28              3/31/09

Alfred M. Leonardi                       6,292(1)           0.2%                 15.97              3/31/09
                                        40,000              1.4%                  7.70              11/5/04

Kevin B. Latraverse                     23,442(1)           0.8%                  2.28              3/31/09

Jane Kaufman                             3,376(1)           0.1%                 20.94              3/31/09
                                       150,000              5.3%                 20.94               1/3/05

Peter A. Wilson                        139,710              5.2%                  0.4826           12/31/03
                                        25,770              0.9%                  1.8016            3/31/09
                                       120,000              4.5%                  2.28              3/31/09
                                        50,000              1.9%                  2.28              3/31/03
                                        16,717(1)           0.6%                  2.28              3/31/09

----------------------------------
</TABLE>

(1)      Represents  options granted  pursuant to the Company's Time Accelerated
         Restricted Stock Award Program (TARSAP).

                                      -6-

<PAGE>


         AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED MARCH 31, 2000

                        AND FISCAL YEAR-END OPTION VALUES

         The following  table sets forth  certain  information  concerning  each
exercise of stock options during the fiscal year ended March 31, 2000 by each of
the Named  Executive  Officers and the number and value of  unexercised  options
held by each of the Named Executive Officers on March 31, 2000.
<TABLE>
<CAPTION>
                                                                                                        Value of
                                                                 Number of Securities                  Unexercised
                                                                  Underlying Unexer-                  In-the-Money
                                Shares                               cised Options                     Options at
                              Acquired on         Value              at FY-End(#)                     FY-End($)(1)
Name                         Exercise (#)      Realized($)     Exercisable/Unexercisable        Exercisable/Unexercisable
----                         ------------      -----------     -------------------------        -------------------------
<S>                               <C>                              <C>                              <C>
Stephen B. Gray                   42,309                           600,784/132,966                  $17,134,660/$3,677,840

Alfred  M. Leonardi                   --            --             20,000/26,292                         $444,800/$532,699

Jane Kaufman                          --            --             0/153,376                                 $0/$1,380,384

Michael Radomsky                      --            --             142,239/66,533                    $4,055,020/$1,808,750

Kevin B. Latraverse                   --            --             200,000/123,442                   $5,538,000/$3,417,405

Peter A. Wilson                  115,648            --              49,832/186,717                   $1,467,890/$5,164,592

------------------------
</TABLE>

(1)      The average  price for the Common Stock as reported by the Nasdaq Stock
         Market on March 31, 2000 was $29.94 per share.  Value is  calculated on
         the basis of the  difference  between  the  option  exercise  price and
         $29.94  multiplied  by the number of shares of Common Stock  underlying
         the options.

EMPLOYMENT   CONTRACTS,   TERMINATION   OF  EMPLOYMENT  AND  CHANGE  OF  CONTROL
ARRANGEMENTS

         The  Company  has no  employment  agreements  other than an  employment
agreement  dated  April 1,  1999 with  Stephen  B.  Gray,  the  Company's  Chief
Executive  Officer and President  pursuant to which Mr. Gray receives (i) salary
of $275,000  per annum for a term of one (1) year (the  "Term"),  (ii) a $30,000
one-time  signing bonus and (iii) 100,000 stock options,  which vest on April 1,
2001.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The  Compensation/Stock  Option  Committee  of the  Board of  Directors
consists of Messrs.  Stephen M. Deixler and Alexander C. Stark,  Jr. Mr. Deixler
previously  served as the Company's Chief  Executive  Officer until May 1997. No
executive officer of the Company serves as a member of the board of directors or
compensation  committee  of any other  entity  which  has one

                                      -7-
<PAGE>

or more  executive  officers  serving  as a  member  of the  Company's  Board of
Directors.

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table sets forth the number of shares of the  Company's
Common Stock owned by each person or institution  who, as of July 27, 2000, owns
of record or is known by the  Company to own  beneficially,  more than five (5%)
percent of such securities,  and by the Company's  executive officers and by its
directors,  both  individually  and as a  group,  and  the  percentage  of  such
securities owned by each such person and the group. Unless otherwise  indicated,
such persons have sole voting and investment power with respect to shares listed
as owned by them.
<TABLE>
<CAPTION>
Name and Address                                     Shares Owned                        Percent of Class
-----------------                                    ------------                        ----------------
<S>                                                      <C>                                    <C>
Stephen M. Deixler(1)                                    856,702                                5.4%
371 Eagle Drive
Jupiter, Florida 33477

Stephen B. Gray(2)(9)                                    643,093                                4.0%

Alfred M. Leonardi(3)(9)                                  20,000                                *

Alexander C. Stark, Jr.(4)                               259,500                                1.6%
356 Jupiter Drive
Jupiter, Florida 33477

Alan Hardie(5)                                            36,000                                *
PP318 Westgate
#11 Hope Street
Glasgow G2 6AB
Scotland

William Martin Ritchie(6)                                 25,500                                *
Keston
4 Buckstane Park
Edinburgh EH10 6PA
Scotland

Jane Kaufman(9)                                                0                                *

Baruch Halpern(7)(9)                                     104,500                                *

Zesiger Capital Group LLC                              1,388,700(8)                             8.9%
320 Park Avenue, 30th Floor
New York, NY  10022

Directors and Named Executive Officers                 1,945,295                               11.6%
as a group (8 persons)
</TABLE>

                                      -8-
<PAGE>
----------------

(1)      Does not include  8,824 shares of Common  Stock owned by Mr.  Deixler's
         wife, mother, children and grandchildren as to which shares Mr. Deixler
         disclaims beneficial ownership. Includes 120,406 shares of Common Stock
         held by Merrill Lynch Pierce Fenner & Smith  custodian f/b/o Stephen M.
         Deixler,  IRA.  Includes  187,000  shares of Common  Stock which may be
         acquired pursuant to currently exercisable options.

(2)      Includes 600,784 shares of Common Stock which may be acquired  pursuant
         to currently exercisable options.

(3)      Consists  of  20,000  shares  of Common  Stock  which  may be  acquired
         pursuant to currently exercisable options.

(4)      Includes 209,500 shares of Common Stock which may be acquired  pursuant
         to currently exercisable options.

(5)      Consists  of  36,000  shares  of Common  Stock  which  may be  acquired
         pursuant to currently exercisable options.

(6)      Includes  20,500 shares of Common Stock which may be acquired  pursuant
         to currently exercisable options.

(7)      Includes 4,500 shares of Common Stock which may be acquired pursuant to
         currently exercisable options.  Includes 100,000 shares of Common Stock
         which may be acquired pursuant to currently exercisable warrants.

(8)      Based on Schedule 13G as filed by such beneficial owner with the SEC on
         June 6, 2000.

(9)      The  address  of such  person is c/o the  Company,  1551 S.  Washington
         Avenue, Piscataway, New Jersey 08854
------------------------

*Indicates  ownership of Common Stock of less than one (1%) percent of the total
  issued and outstanding Common Stock on the Record Date.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On June 7, 1999, the Company issued an aggregate of 1,000,000 shares of
Common Stock and  warrants to purchase an aggregate of 500,000  shares of Common
Stock to Special Situations Private Equity Fund, L.P. ("Special Situations") and
certain affiliated entities of Special Situations for an aggregate consideration
of $3,000,000.  The securities  issued were  "restricted  securities"  under the
Securities Act of 1933, as amended (the "Act"). Pursuant to the transaction, the
Company  has  registered  the shares of Common  Stock  (including  those  shares
underlying  the  warrants)  under the Act.  pursuant  to a form  S-3,  which was
declared effective in September 1999. The warrants expire in three years and the
exercise  prices thereof are $4.50 per share for 250,000  warrants and $6.00 per
share for the remaining 250,000 warrants.

                                      -9-

<PAGE>


         On August 5, 1999, the Company issued an aggregate of 2,000,000  shares
of Common stock to Zesiger  Capital Group LLC and certain of its  affiliates for
an aggregate consideration of $9,500,00.  The securities issued were "restricted
securities" under the Act. Pursuant to the transaction,  the Company  registered
the  shares of Common  Stock  under the Act  pursuant  to a form S-3,  which was
declared effective in September, 1999.

         In  April  2000,  the  Company  made a loan of  $750,000  to its  Chief
Executive Officer.  The Loan bears interest at the rate of Libor + 1% per annum,
and is due in April 2005, or sooner, if the Chief Executive Officer's employment
is terminated.

         On June 29, 2000,  the Company made an advance of $135,000 to its Chief
Executive Officer. The advance was subsequently repaid in full on July 26, 2000.

                                      -10-

<PAGE>


                                   SIGNATURES

         In  accordance  with the  requirements  of  Section  13 or 15(d) of the
Securities  Exchange Act of 1934, the registrant caused this report to be signed
on its behalf by the  undersigned,  thereunto duly  authorized,  in this City of
Piscataway and State of New Jersey

DATED:     July 28, 2000

                                              ION NETWORKS, INC.




                                              By:/s/ Stephen B. Gray
                                                 -------------------------------
                                                     Stephen B. Gray, President