UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 10-KSB
                    Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                   (Mark One)
 [X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                 Act of 1934 for the year ended March 31, 2000

    [ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                         Commission File Number 1-15397

                                 GENROCO, INC.
                                 -------------
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Wisconsin                                  88-0230309
 -------------------------------          -------------------------------------
 (State or other jurisdiction of           (IRS Employer Identification Number)
 incorporation or organization)

 255 Info Highway, Slinger, Wisconsin                          53086
 ----------------------------------------                -------------------
 (Address of principal executive offices)                     Zip code

                                (262)  644-8700
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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

  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  the
  registrant was  required to file such  reports), and (2)  has been subject  to
  such filing requirements for the past 90 days. YES [X]  NO [__]

  Indicate by  check mark if  disclosure of delinquent  filers pursuant to  Item
  405 of Regulation S-K is not  contained herein, and will not be contained,  to
  the  best  of  registrant's knowledge,  in  definitive  proxy  or  information
  statements incorporated by reference in Part III of this form 10-K. [__]

  As of  March 31,  2000, the  Company had  4,362,312 shares  outstanding.   The
  aggregate  value  of  the 1,102,000  shares  of  Common  Stock  held  by  non-
  affiliates  of the  Company was  $15,704,000, based  on the  closing price  of
  $14.25  per  share on  March  31,  2000  on the  OTC  Bulletin  Board.    This
  calculation  does  not  reflect  a  determination  that  certain  persons  are
  affiliates of the Registrant for any other purpose.

  The Company's revenue for the fiscal year ended March 31, 2000 is $2,510,336.

  Documents  incorporated by  reference:   Portions  of the  Registrant's  Proxy
  Statement  for   its  2000  Annual   Meeting  of   Stockholders  (the   "Proxy
  Statement"), to  be filed  with the  Securities and  Exchange Commission,  are
  incorporated by reference to Part III in this form 10-KSB Report.

                                TABLE OF CONTENTS

          PART I.......................................................  3
          Item 1.  Description of Business.............................  4
          Item 2.  Description of Properties............................16
          Item 3.  Legal Proceedings................................... 16
          Item 4.  Submission of Matters to a Vote of Security Holders. 16

          PART II...................................................... 17
          Item 5.  Market for Registrant's Common Equity and
                   Related Stockholder Matters......................... 17
          Item 6.  Management's Discussion and Analysis or Plan
                   of Operations....................................... 18
          Item 7.  Financial Statements................................ 23
          Item 8.  Changes in Disagreements With Accountants On
                   Accounting and Financial Matters.................... 35

          PART III..................................................... 36
          Item 9 - Directors, Executive Officers, Promoters and
                   Control Persons: Compliance with
                   Section 16 (a) of the Exchange Act.................. 36
          Item 10. Executive Compensation.............................. 38
          Item 11. Security Ownership of Certain Beneficial Owners
                   and Management...................................... 39
          Item 12. Certain relationships and Related Transactions...... 41

          PART IV...................................................... 42
          Item 13. Exhibits, Financial Statement Schedules and
                   Reports on Form 8-K................................. 42

          SIGNATURES................................................... 44

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

NOTE ABOUT FORWARD-LOOKING STATEMENTS

     This Annual  Report  contains  forward-looking statements  that  relate  to
     future events or  future financial performance.   In  some cases,  forward-
     looking statements can be identified by terminology such as "may,"  "will,"
     "should,"  "expects,"  "plans,"  "anticipates,"  "believes,"   "estimates,"
     "predicts," "intend," "potential,"  or "continue" or  the negative of  such
     terms  or  other  comparable  terminology.    These  statements  are   only
     predictions.    Although  GENROCO,  Inc.  believes  that  the  expectations
     reflected in  the  forward-looking  statements are  reasonable,  we  cannot
     guarantee future results, levels of activity, performance or  achievements.
     Actual results  could differ  materially from  those anticipated  in  these
     forward-looking statements as  a result of  various factors, including  the
     risks outlined  under "Management's  Discussion and  Analysis of  Financial
     Condition and Results of Operations"  and  elsewhere in  this  Form 10-KSB.
     All  forward-looking  statements   included  in  this  document  are  based
     on information available to GENROCO on the date hereof.  GENROCO assumes no
     obligation to update any such forward-looking statements.

OVERVIEW OF THE COMPANY

     GENROCO,  Inc.   (the   "Company" or  "GENROCO")  is a  25-year-old, traded
     (OTC BB:  "GRCI"),  engineering  and  marketing  company  that  specializes
     in offering its revolutionary TURBOstorR products  that change the way  the
     computer industry  integrates  storage  with  traditional  networks.    The
     Company provides  enabling  technology  for  seamless  interoperability  of
     emerging Storage Area  Networks (SANs)  with evolving  Local Area  Networks
     (LANs) and Wide  Area Networks (WANs).  By offering cross-platform  support
     for     its     technology,   GENROCO   is    able  to   deliver    unique,
     extraordinarily high bandwidth, low host overhead products for this market.
     The Company enjoys a  global customer base  that includes Compaq,  Fujitsu,
     SGI, Sun, the US Departments of Defense and Energy, CERN, as well as value-
     added resellers (VARs).

     GENROCO designs, manufactures and sells a range of high-performance network
     interface cards, gateway/routers, and switches.  The Company's products are
     used in fabrics that connect data storage to superservers and sophisticated
     workstations.  The Company produces:

        1)  A  Network Gateway/Router  that  enables equipment  using  different
            industry  standard  hardware  networking  protocols  (Fibre  Channel
            (FC),  Gigabit  Ethernet  (GigE),  HIPPI,  Gigabyte  System  Network
            (GSN), and  OC-48 to directly  interoperate between multiple  vendor
            fabrics (Cisco,  Alteon, Extreme, Brocade,  Ancor, Essential,  etc.)
            without the use of expensive intermediary servers.

        2)  Device  drivers to  provide  higher bandwidth,  lower  overhead,  OS
            bypass  Scheduled Transfer  (ST) and  SCSI  over ST  (SST)  software
            networking protocol capabilities in addition to conventional  TCP/IP
            on a wide  range of UNIX platforms  (Compaq Tru64, Sun Solaris,  IBM
            AIX, SGI Irix, HP HP-UX, Linux, etc.).

        3)  The  low cost  TURBOfibreR Fibre  Channel (FC)  to Gigabit  Ethernet
            (GigE) protocol converter.

        4)  The  non-blocking, 8  port DataPropulsionTM  Enterprise Switch  that
            (when used  in conjunction with  the Network Gateway/Router)  allows
            data to  be transferred between  storage devices  and client  server
            devices with  a total cross sectional  bandwidth of 6,400  Megabytes
            per second  (MB/s) --  a typical  16 port  FC Switch  only offers  a
            total cross sectional bandwidth of approximately 1,600 MB/s.

        5)  A multiple terabyte network independent storage array consisting  of
            either RAID boxes or JBOD loops with data transfer speeds in  excess
            of  740 MB/sec.

        6)  PCI GSN, GigE, FC, HIPPI and OC48 Host Bus Adapter (HBA) cards

        7)  Digital Video Broadcast (DVB) HBAs  and associated  software drivers

     HBA's sell for $2,000 to $15,000.  Other equipment has sale prices  ranging
     from $25,000 to $500,000 per unit.

     The Company is located at 255 Info Highway in Slinger, Wisconsin  (approxi-
     mately 35 miles northwest of  Milwaukee) in a 22,000  square  foot facility
     and currently  has 33 employees.   The  GENROCO's primary  focus is the SAN
     market and  this effort currently consumes the  majority of  the  Company's
     available  research and  development  resources.   Over 70%  of GENROCO  is
     owned  by  officers, directors, employees, and the Company's ESOP.

     GENROCO developed  its  DVB technology  as  part of  a  custom  engineering
     project in 1995.  DVB became a product line in 1996 and began operating  as
     a sales division  in 1998.   The Company  recently formed  VideoPropulsion,
     Inc. ("VPI") as  wholly owned subsidiary  to focus on  the development  and
     marketing of GENROCO's line of video  transport hardware and software.  The
     Company intends to  spin-off VPI in  the form of  a stock  dividend to  all
     GENROCO, Inc.  shareholders of  record as  of June  30, 2000.   Because  of
     accumulated losses to date, the Company believes that this transaction is a
     return of capital  for income tax  purposes and will  not be  deemed to  be
     taxable income to the recipient.    The primary reasons for this  strategic
     move are  to put  the new  organization in  a position  to focus  dedicated
     resources on  the  digital  video  marketplace,  pursue  alternate  selling
     strategies with a separate management team, and generate shareholder  value
     beyond what it could as an integral part of the Company.

     The Company (initially General Robotics  Corporation) has been in  business
     since 1974 and was reorganized under the laws of the State of Wisconsin  in
     1989 as GENROCO, Inc.  The Company's Internet address is www.GENROCO.com.
                                                                  -----------

     During fiscal year 2000, the Company registered its common stock under  the
     Securities Exchange Act of 1934, as amended, by filing a Form 10-SB so that
     it could  qualify to  list its  common  stock on  the NASD  OTC  Electronic
     Bulletin Board.

OVERVIEW OF THE INDUSTRY CHALLENGES

     LOCAL AREA NETWORKS (LAN) . . .  STORAGE AREA NETWORKS (SAN) . . .WIDE AREA
     ---------------------------------------------------------------------------
     NETWORKS (WAN) . . . NETWORKING APPLICATIONS . . . STORAGE APPLICATIONS   .
     ---------------------------------------------------------------------------
     . . I/O BOTTLE NECKS . . . INTEROPERABILITY ISSUES .  .  . THE GENROCO
     ---------------------------------------------------------------------------
     SOLUTION
     --------

     Local Area Networks (LAN) and Wide  Area Networks (WAN) are typically  used
     as message passing applications and the technology of choice, for each,  is
     currently Gigabit  Ethernet (GigE)  and Asynchronous  Transfer Mode  (ATM),
     respectively.

     Storage  Area Networks (SAN) consist of arrays of Fibre Channel (FC) disks,
     which are directly accessible to servers via switches and are used to store
     and  manipulate  large  amounts of  data  and  are thought  of as  archival
     applications

     All data packets (regardless of size) need to have "headers" which tell the
     routing devices where to send them.   I/O bottlenecks and  interoperability
     issues among LANs, SANs  and WANs plague the  industry because of the  wide
     variety of packet addressing protocols (TCP, IP, MAC, SNAP, Ethernet,  ULA,
     etc.)  that   have  been   adopted  for   networking  applications,   while
     incompatible addressing  conventions  (FC-24,  WWN,  and  Target  LUN)  are
     required in storage environments.  Since each protocol utilizes  completely
     different  header  schemes,  they  cannot  be  co-mingled  without   server
     intervention. Heretofore, in order  to get SANs  to interoperate with  LANs
     and WANs, servers have  needed to be  employed as gateways  and a SAN's  FC
     data streams needed to  be repackaged into TCP/IP  messages for LAN  and/or
     WAN  clients  to  be  able  to   store  and  retrieve  information.   These
     technological differences  and attunement  problems have  served to  create
     separate "Storage" and "Networking" markets.

     Given the benefits associated with being able to seamlessly and efficiently
     connect  SANs, LANs,  and WANs,  GENROCO  has  devoted  its  R&D efforts to
     this  area,  and  has  created  techniques  for  such interoperability. The
     Company's   solution  to   reconciling   messaging   and  storage  networks
     centers around three important pieces of know-how:

       1) Techniques for mapping  any hardware network  protocol to  and from  a
          common backbone (e.g. GSN today; InfiniBand tomorrow),

       2) A method  of encapsulating  SCSI commands  and data  within  Scheduled
          Transfer (ST) (or  other transport  protocol such  as SCSI/TCP,  SCSI,
          etc.) datagrams, and

       3) An ability to send these datagrams across any type of network.

     A typical data transfer  between a SAN  and a LAN  or WAN exploits  GENROCO
     technology as follows:

       1) A storage command is issued at  the user level in an operating  system
          and passed to the SCSI protocol stack (which normally delivers a  SCSI
          command to the port driver for an FC HBA).

       2) The  GENROCO  ST  software  layer  intercepts  the  SCSI  command  and
          encapsulates it in an ST message.


       3) The ST message is passed to ANY LAN or WAN port driver (e.g. GigE) and
          then on to the fabric that device operates on.

       4) At  some  node  of  the  fabric,  a  GENROCO  Network   Gateway/Router
          translates the GigE packets to GSN packets.


       5) Optionally, the GSN  packets are routed  through a GENROCO  Enterprise
          Switch.

       6) At some point on the GSN  backbone (switched or not), another  GENROCO
          Network Gateway/Router translates GSN packets to FC packets while also
          de-encapsulating the SCSI command and then passes normal SCSI  traffic
          to the FC SAN fabric.

     GENROCO is committed to trying to resolve SAN/LAN/WAN interoperability
     issues  by providing the enabling technology to allow SAN SCSI commands and
     data  the ability to bypass servers and make networked storage directly
     accessible to LAN and WAN  clients.  This  strategy is designed to allow
     the Company  to become  a catalyst for  merging these  disparate spaces
     into a  single, more  robust market, dedicated to better serving the needs
     of customers.  GENROCO  plans to  use  its  high  speed  switch  fabric as
     the  foundation  for  future InfiniBand, Gigabyte Ethernet (10GigE), 2xFC,
     and OC192 reconciliation.

OVERVIEW OF THE INDUSTRY IN GENERAL
-----------------------------------

    REQUIREMENTS BY THE USER COMMUNITY ARE INCREASING
    -------------------------------------------------

         As data continues to grow significantly in both volume and  importance,
         the ability  of businesses to access this data in a fast, reliable  and
         efficient  basis  throughout the  enterprise will  become  increasingly
         critical.   In recent  years, there have  been momentous  technological
         advancements  in  LANs for  the transfer  of  data between  the  server
         (which  delivers the  data) and the  client (which  receives the  data)
         over the network.  The adoption of high-speed vehicles such as  Gigabit
         Ethernet has dramatically increased LAN transmission speeds  commercial
         networks.   Improvements have also  been made in  the ability to  share
         access  between  multiple servers,  increase  the number  of  connected
         devices on a network, and increase the distance between devices.

         Despite the  increased attention and resources which have been  devoted
         to the data storage sector of the industry, the technical  capabilities
         of  data  storage systems  have  not  kept pace  with  increasing  data
         management  demands  and  with the  advancements  in  other  networking
         technologies. In the 1980s, the pervasiveness of PCs, workstations  and
         servers required broader connectivity, resulting in the development  of
         LANs  and  wide  area networks  (WANs)  to  support  messaging  between
         computer systems.  The data used by computers and servers connected  to
         LANs  and WANs are  typically located on  computer storage systems  and
         servers,  which store,  process and  manipulate data.  The adoption  of
         high  speed  messaging  technologies  increased  network   transmission
         speeds  by more than 100 times  during the 1990s, however,  storage-to-
         server data transmission speeds increased by less than 10 times  during
         this period.  This imbalance has created bottlenecks between the  local
         or wide area network and business-critical storage systems.  A  logical
         trend  has developed to eliminate  the need for servers  as a means  of
         linking data bases.

    FIBRE CHANNEL TECHNOLOGY MAY OPEN SOME DOORS
    --------------------------------------------

         To   address   the   limitations   of   traditional   server-to-storage
         connections, Fibre  Channel (FC) standards were developed in the  early
         1990s  to facilitate high-performance  storage connectivity  solutions.
         FC  enables transfers of large blocks of  data from one network  device
         to another at speeds up to 100 MB per second (200MB per second in  full
         duplex mode).  Double-speed FC is in the process of being deployed.

         FC is  capable of supporting a large number of devices while  providing
         transmission   reliability,  guaranteed   delivery,  and   transmission
         distances of  up to 20 kilometers.  These features make FC well  suited
         for  transferring data  between servers  and storage  systems, but  the
         lack of  TCP/IP standards for FC make it a difficult medium for  direct
         connection to LANs
         and WANs.

         While  FC   provides  significant  advantages,  a  backbone  that   can
         reconcile  heterogeneous network and storage  traffic in an  enterprise
         offers capabilities  above and beyond FC alone. Most importantly,  such
         an  environment  enables any  client  to directly  access  any  storage
         device  on a given  LAN, WAN,  or SAN.   In addition,  such a  backbone
         provides  the ability  to economically  scale networks  to billions  of
         devices  and the ability to connect  devices that are located  anywhere
         in  the world.   Specific advantages  are summarized  in the  following
         table:

<TABLE>
                  Attribute                   Backbone                  Fibre Channel                    SCSI
          ------------------------      --------------------          -------------------           ------------------
          <S>                                   <C>                          <C>                          <C>
          Maximum number of
          connections                   Up to 4 billion               Up to 16 million              15

          Maximum bandwidth             1,600 megabytes (MB)          200 megabytes (MB)            80 MB/sec

           Data transmission            Full duplex                   Full duplex or                Half Duplex
                                                                      Half duplex

          Connection distance           10,000 kilometers             10 kilometers                 12 meters
                                          (With OC-48/ Packets
                                          over SONET)

          Functionality                 Storage, Networking,          Storage & Minimal             Storage
                                                                      Networking                    & Clustering

          Protocol support              SCSI, IP, ST, SST,            SCSI, IP, others              SCSI
                                          Others
</TABLE>

    LOCAL AREA NETWORKS (LAN) FOR NON-STORAGE APPLICATIONS ARE EVOLVING
    -------------------------------------------------------------------

         The  technology  of choice  for local  area  networks ("LAN")  in  non-
         storage  applications has evolved  from Ethernet   (10 Mb/sec) to  Fast
         Ethernet  ( 100  Mb/sec) to  Gigabit  Ethernet (  1000 Mb/sec,  i.e.  1
         Gb/sec)  and the Company  anticipates that this  will soon  move on  to
         technologies  rated  at  10  Gb/sec,  such  as  GSN,  OC192,   Gigabyte
         Ethernet, and InfiniBand.

    INDUSTRY GROWTH RATES
    ---------------------

         During  the past  decade, the  volume of  business-critical data  being
         captured, created, processed, stored, accessed and manipulated, at  all
         levels of the global business environment, has increased  dramatically.
         This  increase  has been  driven  by  a number  of  factors,  including
         increased  dependence on data-intensive  software applications used  to
         manage  research  projects  and general  business  situations.    These
         applications   include:  (i)  sophisticated   database  gathering   and
         retrieval techniques,  known as data warehousing and data mining;  (ii)
         image  and  graphics production  and/or distribution  applications  and
         (iii)  data-sharing  situations.      More  recently,  the  volume   of
         business-critical  data has accelerated as organizations have  embraced
         the  internet and electronic  commerce initiatives.   As  organizations
         continue  to adopt  electronic transactions  (with both  suppliers  and
         customers)  as the norm, the need for  access to large volumes of  data
         on  a  real-time basis  will  continue to  increase.   Growth  in  data
         storage  has also been driven  by the continued  use of digital  media,
         including   voice,  video  and  music,   which  is  being  stored   and
         transmitted in electronic form to more efficiently reach a broad  group
         of users.


INDUSTRY CHALLENGES

     As described above, a new challenge for suppliers of networking and storage
     technology is  to provide  interoperability between  SANs, LANs  and  WANs,
     without the use of slow, expensive servers, while protecting, if  possible,
     the enormous investment that has been made in Ethernet and SCSI hardware.

GENROCO's CORE COMPETENCIES

     GENROCO has expertise in the following technologies:

         FIBRE CHANNEL ("FC")
         --------------------

              The Company has a great deal of FC expertise, dating back to  1995
              when it released the industry's first PCI FC HBA.  Today,  GENROCO
              is a leader in bridging FC to other networks.

          SCHEDULED TRANSFER (ST)
          -----------------------

               ST is  a  new  American  National  Standards  Institute  ("ANSI")
               standard network  protocol designed  to allow  many times  higher
               bandwidth with  much  lower processing  requirements  than  other
               current industry  standards. ST  commences, or  "schedules"  data
               transfer, only when  it is  ready to  be received.   Further,  it
               allows Direct Memory  Access (DMA) into  the host  system.   This
               allows the sending  and receiving  processors to  operate at  the
               highest  possible  speed  and  efficiency  by  eliminating   host
               overhead requirements.  Officers of the Company were participants
               on  the  industry  committee  that  adopted  the  ANSI  standard.
               GENROCO developed the  standard for  encapsulating SCSI  commands
               and data in ST.

          GIGABYTE SYSTEMS NETWORK (GSN)
          ------------------------------

               GSN is  the  highest bandwidth,  lowest  latency network  in  use
               today,  providing  full  duplex  800  Megabyte  (MB)  per  second
               transfers of error-free data. The technology is utilized wherever
               organizations  require  timely  movement  of  large  amounts   of
               information including scientific and technical computing, digital
               TV and movie production,  transaction processing, video and  film
               archiving, and storage  management. This  ANSI standard  provides
               for communication between itself and other different technologies
               including Gigabyte Ethernet, FC, HIPPI, OC-48.  GENROCO tops  the
               industry in deployment of GSN products.

         GIGABIT ETHERNET ("GIGE")
         -------------------------

               During Fiscal  1999  and  2000,  the  Company  engaged  in  joint
               development projects  with CERN,  the  European Centre  for  High
               Energy  Physics  in  Geneva,  Switzerland  for  the  purpose   of
               developing network  interface cards  designed to  bridge GigE  to
               other networks.

          HIGH PERFORMANCE PARALLEL INTERFACE (HIPPI)
          -------------------------------------------

               HIPPI is an  ANSI communication protocol  designed by Los  Alamos
               National Laboratories which was developed to link  supercomputers
               to each other and large storage  arrays.  In recent years,  HIPPI
               has been  overshadowed  by GigE  and  FC technology,  however,  a
               considerable number of legacy systems are still in service around
               the world.  The Company possesses the technology and products  to
               seamlessly link HIPPI and evolving networks..

         OC-48TECHNOLOGY/PACKETS OVER SONET
         ----------------------------------

               In order to extend its offerings  to include wide area SANs,  the
               Company is currently engaged in a joint development project  with
               CERN for the producing a network router card for this protocol.

THE GENROCO STRATEGY

    The  Company's  strategy is  to  focus  on developing products to close  the
    technological  gaps between   the   "Storage" and  "Networking"   worlds  by
    designing   and manufacturing interconnect solutions which provide  seamless
    interoperability  between SAN's, LAN's and WAN's  with the added benefit  of
    lowering host CPU overhead.

    GENROCO initially positioned itself as an engineering and marketing  company
    with  a focus  on solving  complex data transfer  problems for  many of  the
    major  manufacturers of supercomputers and top-end  server systems.  In  the
    1970's  and  1980's, the  Company  focused  on producing  unique  or  custom
    controller  cards for a number of platform  vendors with a focus on  Digital
    Equipment Corporation's (now owned by Compaq) requirements.   Experience  in
    these  areas  led  to original  equipment  manufacturer  contracts  for  its
    products  with Compaq,  Tektronix, Fujitsu,  Hewlett-Packard, SGI,  Sun  and
    others.

    GENROCO is now positioning itself to be a provider of interconnect  products
    that  allow  customers to  deploy SANs  based  on GigE  or OC48  instead  of
    exclusively  FC.  The early adopters of  these solutions are expected to  be
    government research labs, but as  the  Company  hopefully  extends  software
    support to Windows  and  Linux, more  mainstream  markets  are  expected  to
    develop.

    During  fiscal 2000, the Company developed a family of Switches and  Network
    Gateway/Routers  which  are  designed  to  resolve  interoperability   among
    disparate  networks,  the  number of  connections,  and  bandwidth  problems
    associated  with building large SAN systems.   The Company anticipates  that
    refinements of these products will eventually eliminate the need to rely  on
    servers  to act  as  intermediary devices  while providing  seamless  cross-
    fabric support between FC, HIPPI, GigE, and/or OC-48.

    DURING FISCAL 2000, THE COMPANY DEMONSTRATED ITS ABILITY TO LINK FC  STORAGE
    DEVICES  TO GIGE SWITCHES, THUS  CREATING THE WORLDS  FIRST GIGE SAN  SYSTEM
    THAT DOES NOT NEED THE USE OF  SERVERS AS  INTERPRETIVE DEVICES.  WHILE SUCH
    PRODUCTS HAVE NOT YET BEEN  COMMERCIALLY  DELIVERED, THE  COMPANY'S BUSINESS
    PLAN CALLS FOR IT TO RELEASE SUCH DEVICES DURING  FISCAL 2001.

PRODUCTS

     The Company's product line consists of:

       1) A  Network  Gateway/Router  that  enables  equipment  using  different
          industry standard hardware networking  protocols (Fibre Channel  (FC),
          Gigabit Ethernet (GigE), HIPPI, Gigabyte System Network (GSN), and OC-
          48 to directly  interoperate between multiple  vendor fabrics  (Cisco,
          Alteon, Extreme, Brocade, Ancor, Essential,  etc.) without the use  of
          expensive intermediary servers.

       2) Device drivers to provide higher bandwidth, lower overhead, OS  bypass
          Scheduled Transfer (ST)  and SCSI  over ST  (SST) software  networking
          protocol capabilities in  addition to  conventional TCP/IP  on a  wide
          range of UNIX platforms (Compaq Tru64, Sun Solaris, IBM AIX, SGI Irix,
          HP HP-UX, Linux, etc.).

       3) The low cost TURBOfibreR Fibre Channel (FC) to Gigabit Ethernet (GigE)
          protocol converter.

       4) The non-blocking, 8 port DataPropulsionTM Enterprise Switch that (when
          used in conjunction with the Network Gateway/Router) allows data to be
          transferred between storage devices and  client server devices with  a
          total cross sectional bandwidth of 6,400 Megabytes per second (MB/s) -
          - a typical  16 port  FC Switch only  offers a  total cross  sectional
          bandwidth of approximately 1,600 MB/s.

       5) A multiple terabyte  network independent storage  array consisting  of
          either RAID boxes or JBOD loops with data transfer speeds in excess of
          740 MB/sec.

       6) PCI GSN, GigE, FC, HIPPI and OC48 Host Bus Adapter (HBA) cards

       7) MHz   Digital  Video  Broadcast (DVB)  HBAs  and  associated  software
          drivers

SALES AND MARKETING

     The Company's  current  sales  and marketing  strategy  is  focused  on  an
     indirect sales  model  executed through  original  equipment  manufacturers
     (OEMs), value added resellers (VARs), and system integrators.

     The Company's OEM customers incorporate the Company's HBA and NIC offerings
     into their end user products which are installed and field-serviced by  the
     OEM's technical support organizations.  The sales cycle in selling to  such
     a customer  can  vary  significantly  in terms  of  its  size,  length  and
     complexity.  This sales process generally involves the combined efforts  of
     the Company's sales,  marketing, engineering and  management teams and  can
     take from several weeks to more than a  year.

     The Company has entered into a  distributor agreement with Tokyo  Electron,
     Limited a VAR who now represents the Company throughout Japan with  respect
     to sales of the Company's products in that territory.

     The Company continues  to develop its  system integrator  channels and  has
     embarked on a program  to establish several  new relationships within  this
     channel.

     While first line  customer support is  provided by the  Company's OEMs  and
     VARs  who  incorporate  the  GENROCO's  offerings  into  their  proprietary
     products, second level  support is  provided to  these partners  on an  as-
     needed basis.

CUSTOMERS

     The following customers  comprise a  significant portion  of the  Company's
     business:

          CUSTOMER REVENUE AS A PERCENT OF TOTAL REVENUE
          ----------------------------------------------
                                    2000                1999
                                   -----               -----
          Tektronix                 46 %                28 %
          Compaq                    21 %                34 %
          Fujitsu                    5 %                19 %
          SGI                        4 %                 3 %

        The  balance  of  the  business  is  generated  from  approximately   20
        customers.

     The Company purchases  its non-critical parts  and services from  suppliers
     and distributors.  The following  suppliers comprise a significant  portion
     of the Company's cost of goods sold.

          SUPPLIER COSTS AS A PERCENT OF TOTAL COST OF GOODS SOLD
          ------------------------------------------------------
                                    2000                1999
                                   -----               -----
          Multek                     16%                 10%
          Insight                    27%                 20%
          Hewlett Packard             7%                 10%
          Wyle                        7%                  4%
          DASH                        4%                  5%
          Arrow                      10%                  0%

     Generally,  the  Company  purchases   its  critical  parts  directly   from
     manufacturers.  In the event that a manufacturer is unable to supply parts,
     the Company would then select an alternate supplier, which it believes  are
     generally available.  However a select few components are single-source and
     if unavailable,  the Company  would be  required to  redesign the  product.
     Price increases are generally passed along to the customer.

     All circuit  board fabrication  and circuit  board  assembly work  is  out-
     sourced to  high quality  suppliers who  are ISO  9001 certified  and  have
     demonstrated the ability to produce quality products quickly.

     The Company's dependence on a limited number of suppliers and the  possible
     unavailability of some  key components may  prevent it from  being able  to
     produce its  products at  the level  desired  by customers.   Some  of  the
     components the  Company uses  in its  products are  available only  from  a
     single supplier, or from a limited  number of suppliers.  These  components
     may occasionally  be in  short supply  or unavailable  from a  sole  source
     supplier.  The following factors could each have a material adverse  effect
     on the Company's ability to obtain components for the Company's products:

      1. Scarce quantities of components
      2. A reduction or interruption in component supply
      3. A disruption of existing supplier relationships
      4. An inability to develop alternative sources
      5. A significant increase in the price of components

     If the Company is unable to purchase  components on a timely basis, it  may
     not  be  able  to  produce  its  products.    In  addition,  the  Company's
     distributors are  beginning  to provide  allocation  schedule  information,
     designed to promote  forward planning  and purchase  commitments, which  in
     itself constitutes a business risk beyond the control of the Company.

RESEARCH AND DEVELOPMENT

     Research and  development costs  are expensed  as incurred.   Research  and
     development expenses for 2000 were $1,109,000 compared to $927,000 in  1999
     or 44.2% and  21.9% of net sales for 2000  and 1999, respectively. Provided
     there is adequate working capital, the Company expects to bring  additional
     equity capital into the company  during  fiscal 2001  and  use  these funds
     to  increase  levels  of  research  and  development  spending  in 2001 and
     thereafter.  See "Management's Discussion and Analysis."

COMPETITION

     Direct competition for the Company's GSN products is expected to come  from
     Intrusion (Formerly ODS Networks, Inc. who bought Essential  Communication,
     Inc.) and PMR, Inc. for switches, as well as Silicon Graphics, Inc. for the
     Company's GSN host  bus  adapters.  The Company  hopes to deliver first-to-
     market  products with features and performance that exceed those of similar
     offerings.  GENROCO currently provides  the industries only  multi-protocol
     switch  with operating  system support  for network independent SANs.

     The  Company  does  not  expect  near-term  competition  for  any  of   its
     bridge/router products. The Company believes its current ability to provide
     unique product  features  and  robust  interconnect  solutions  provides an
     advantage over the known competition.

     The Company's product development and marketing efforts are focused on  the
     SAN market,  which has  only recently  begun to  develop, but  the  Company
     believes is  evolving  rapidly.  Indirect  competition  for  the  Company's
     products  comes  from  existing  FC  solutions  that  are  already  in  the
     marketplace   and  offer  satisfactory  results.    GENROCO's   growth  and
     profitability will  be limited if SAN  technology  does  not become  widely
     accepted. The  Company's success also  depends  in part  upon market accep-
     tance  of  its  switching solutions in conjunction  with  the  use  of GigE
     and FC  fabrics.     Because this technology is new,  it  is  difficult  to
     predict its potential size  or future growth rate.   If the market does not
     accept  the use of  switches, bridges  and routers, the Company's  business
     could be adversely affected.  There  can be no assurances of the success of
     this strategy.

     The Company's existing products  are  sujbect  to extensive competition and
     are becoming  commodity  products.  The Company  is striving to develop new
     products, as described herein.

INTELLECTUAL PROPERTY

     The  Company  has  two  U.S.   patent  #  5,420,984  (covering   peripheral
     controllers and methods for rapid task switching and memory caching)  which
     was issued on May 30, 1995 and U.S. patent # 6,026,032 (covering high speed
     data buffers using virtual first-in  first-out registers) which was  issued
     in February, 2000.

     The Company is in the process of applying for other patents covering buffer
     memory with parallel data and transfer instruction buffering.  In addition,
     the Company  has applied  for additional  patents relative  to the  digital
     video  product  lines,  all  of  which   will  be  available  for  use   by
     VideoPropulsion, Inc. a wholly owned subsidiary.

     The Company has sought to register the following trademarks:  (1)  GENROCO,
     (2) SOLSTOR, (3) TURBOfibre, and  (4) TURBOstor.  Any  use of the marks  by
     others on U.S. products in other classes may cause dilution of the mark and
     the goodwill the Company has created in the mark.

EMPLOYEES

     As of March 31, 2000,  the Company had 25  full-time employees, 6 of  which
     were assigned full time to VideoPropulsion, Inc ( a wholly owned subsidiary
     being positioned  to  be  spun  off  in the  form  of  a  dividend  to  all
     shareholders of  record  as of  June  30, 2000).    None of  the  Company's
     employees are represented  by a labor  union or subject  to any  collective
     bargaining agreement.   The Company has  never experienced work  stoppages,
     and it believes its employee relations are good.

ITEM 2.  DESCRIPTION OF PROPERTIES

     The Company's  principal  administrative,  sales  and  marketing,  customer
     support and research  and development facilities  are located  in a  single
     office  building   in  Slinger,   Wisconsin  and   it  currently   occupies
     approximately 18,000 square feet  of space in  the Slinger facility,  which
     the Company owns.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is, from  time to time,  a party to  litigation arising in  the
     normal course of  its business.   The Company believes  that none of  these
     actions will have a material adverse  effect on the financial condition  or
     results of operations of  the Company.  Currently  there are no  litigation
     claims open.

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

     None

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's common  stock has been  quoted on the  NASD OTC market  since
     1995, with the exception  of the period between  December 1, 1999 to  March
     14, 2000 during  which time  the Company's common  was quoted  on the  NASD
     Electronic Bulletin Board.  This break was related to the timing of  filing
     an effective  registration statement  for the  purpose of  qualifying as  a
     reporting  company  in  accordance  with  Section  12(g) of the  Securities
     Exchange Act of 1934.

                                                    Quarterly Stock Prices
                                                              Bid
                                                    ----------   ----------
                                                      High           Low
                                                     ------         ------

          Quarter of 1999:
                 June 30,  1998                      $2.238         $1.672
                 September 30, 1998                   3.000          1.828
                 December 31, 1998                    2.250          1.672
                 March 31, 1999                       2.328          1.672

          Quarter of 2000
                 June 30,  1999                       2.171          1.672
                 September 30, 1999                  11.000          1.672
                 December 31, 1999                   14.000          7.625
                 March 31, 2000                      17.000          8.000

          Source:  Dow Jones News Retrieval Service (Invest-text database)

     These quotations represent bid prices  without retail markup, markdown,  or
     commission, and may not reflect actual transactions.

     As of March 31, 2000, there  were approximately 170 shareholders of  record
     of the Company's common stock.

     The Company has not paid any cash  dividends for the two years ended  March
     31, 2000 and has no intention  to pay a cash dividend  in the future.   The
     Company does intend to pay a stock dividend during the first quarter of the
     fiscal year ended March 31, 2001.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Consolidated Statements of Operations
For the Years Ended March 31, 2000 and 1999

                                                       2000            1999
                                                    ----------      ----------
Net Sales                                           $2,510,336      $4,238,025

Cost of Goods Sold                                   1,299,495       1,729,214
                                                    ----------      ----------
     Gross Profit                                    1,210,841       2,508,811

Operating Expenses:
   Research and Development                          1,108,682         926,589
   Selling                                             951,279         784,029
   Customer Service                                     69,492          47,265
   General and Administrative                          815,532         601,569
                                                    ----------      ----------
     Total Operating Expenses                        2,944,985       2,359,452
                                                    ----------      ----------
     (Loss) Income from Operations                  (1,734,144)        149,359

Other Expense                                          (86,631)        (35,456)
                                                    ----------      ----------
     (Loss) Income from Continuing Operations
       Before Income Taxes                          (1,820,775)        113,903

Income Tax (Benefit) Provision                        (219,000)         28,000
                                                    ----------      ----------
     Net (Loss) Income from Continuing Operations   (1,601,776)         85,903
                                                    ----------      ----------
Loss from Discontinued Operations (Less Applicable
  Tax Provision of $0)                                (253,944)        (40,473)
                                                    ----------      ----------
     Net (Loss) Income                             $(1,855,720)        $45,430
                                                   -----------      ----------
                                                   -----------      ----------
Earning Per Share, Basic and Diluted:
   Net (Loss) Income from Continuing Operations          $(.39)           $.02
   Discontinued Operations                                (.06)           (.01)
                                                    ----------      ----------
Net (Loss) Income Per Share                              $(.45)           $.01
                                                    ----------      ----------
                                                    ----------      ----------

OVERVIEW

     During  2000   the  Company   made  significant   investments  in   product
     development.  The majority of the engineering budget for 2000 was dedicated
     to designing  and demonstrating  a Gigabyte  System Network  Storage  Array
     sustaining data transfers in  excess of 600 megabytes  per second --  eight
     times the  speed of  current Fibre  Channel disk  arrays. During  2001  the
     Company plans on continuing to invest  in technology capable of being  used
     as building blocks  for very high  performance, ST enabled  SANs that  will
     allow GigE and ATM clients to access storage directly, without intermediate
     servers.

RESULTS OF OPERATION

    YEARS ENDED MARCH 31, 2000 and 1999

     In  October,   1999,  the   Company  formed   a  wholly-owned   subsidiary,
     VideoPropulsion, Inc. ("VPI"). initially contributed $63,000 in assets  and
     liabilities relating to  the digital  video business to VPI and, in  March,
     2000, invested an  additional $200,000  into the venture.     The Board  of
     Directors of the Company  has since decided to  spin off its digital  video
     business as a separately traded company and will issue one share  of
     VPI stock  for  each  share  of GENROCO,  Inc.  stock  outstanding  on  the
     scheduled record date of June 30, 2000.  Complete details relating to  this
     forthcoming transaction have been set forth in an SEC Form 10-SB filed with
     the Securities and Exchange commission. The Company's intent is to spin-off
     VPI to shareholders of record on June 30, 2000.

     The  results   of  operation  for VPI are being reported  as a discontinued
     operation, and  the net losses of VPI prior to March 31, 2000  are included
     in the Consolidated Statements of Operations  under  Loss  from  Operations
     of  Discontinued Subsidiary.  Revenues from such operations  were  $580,000
     and $420,000  for the years  ended  March 31, 2000 and  1999, respectively.
     Losses from discontinued operations were $254,000 and $40,000 for the years
     ended March 31, 2000 and March 31, 1999, respectively.

     Net sales for the continuing operations of the  Company  for  2000  (Fiscal
     Year  ended  March 31, 2000),  after  giving  effect to the  spin off, were
     $2,510,000 compared to $4,328,000  for 1999. The 40.8%  decline  in revenue
     in 2000  can be attributed to  the Company's deliberate  decision to  focus
     its R&D  and Marketing resources on  the development and  deployment of new
     bridge   and  switch technologies  which  have  been designed  to   provide
     communication protocol conversion technology between  Gigabit  Ethernet and
     Fibre  Channel. The resulting products have been  used  to  demonstrate the
     Company's  ability to  provide   seamless  interoperability  between LAN's,
     WAN's and  SAN's.    More   specifically, the  Company   has  developed the
     ability  to  connect  Fibre Channel storage  devices to arbitrary networks,
     without the use of  servers and it  is this  market that  the   Company has
     chosen  to address  in  the immediate future. The Company is now trying  to
     develop this product for commercial sales.

     The Company's traditional NIC and HBA  products, which have typically  been
     sold to  major supercomputer  and superserver  platform vendors,  are  fast
     becoming commodity  products.   Rather than  working on  cost reduction  of
     these highly competitive products, the Company  chose to focus its  efforts
     to provide technological solutions for integrating storage with traditional
     networks, which  resulted in  declined sales  for its  traditional  product
     lines. Consequently, future sales will likely  depend  upon the development
     and acceptance of the new products by the market.

     Cost of goods sold for 2000 was  $1,299,000, which declined as a result  of
     the reduced level of sales, compared to $1,729,000 for 1999.  This expense,
     which was  comprised of  parts and  labor  associated with  production  and
     testing of circuit boards shipped to customers, decreased as sales dropped.

     Gross profit for 2000 was $1,211,000 compared to $2,509,000 for 1999.   The
     resulting gross margin percentages were 48.2%,  and 59.2% of net sales  for
     2000 and 1999, respectively.  The  decline in 2000 was  due to a change  in
     product mix, together with reduced sales volume over which to spread  fixed
     production costs.

     Research and  development expenses  for 2000  were $1,109,000  compared  to
     $927,000 in  1999 or  44.2% and  21.9%  of net  sales  for 2000  and  1999,
     respectively.

     Selling, marketing, customer service and general and administrative
     expenses for  2000 were $1,836,000 compared to $1,433,000 in 1999  or 73.2%
     and 33.8% of  net sales for  2000  and  1999, respectively.   The increases
     are  primarily associated with additional personnel  costs  related to  the
     areas of  sales and marketing.  The  increase in expenses, as  a percentage
     of revenue,  is due to the lower net sales.

     Loss from continuing operations  in 2000 was $1,602,000  or $.39 per  share
     compared to income from continuing operations of $86,000 or $.02 per  share
     in 1999.  The changes in earnings are the direct result of lower sales  and
     increased corporate overhead and research expense.

     Loss from discontinued operations in 2000 was $254,000 compared to loss  of
     $40,000 in 1999.

     The Company's  provision for  income tax refunds totaled  $219,000 in  2000
     versus a  provision  for  income tax  expense  of  $28,000 in  1999.    The
     effective tax rate  in 2000,  and 1999  was 10.6%  and 38.1%  respectively,
     versus the combined State  and Federal effective  statutory rate of  39.2%.
     Net  operating  loss  carry-forwards  available  for  future  use   totaled
     approximately $950,000 as of March 31, 2000.

     Net loss, including  discontinued operations,  for 2000  was $1,856,000  or
     $.45 per share,  compared to net  income of $45,000  or $.01  per share  in
     1999.

    LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash  position at March  31, 2000 was  $842,000, an  increase
     from $524,000 at March 31, 1999.   During 2000, net cash used in  operating
     activities was  $1,039,000  versus  net  cash  provided  by  operations  of
     $161,000 for 1999.

     Stockholders' equity  increased  by  approximately  $622,000  or  53.6%  to
     $1,895,000 at  March 31,  2000 from  $1,233,000  at March  31, 1999.    The
     increase is primarily the result of selling 281,250 shares of common  stock
     to accredited investors, in a private placement of stock, for net  proceeds
     to the Company of $2,215,000, as noted above, less net losses of $1,856,000
     for the year.   GENROCO's ratio  of current assets  to current  liabilities
     (current ratio) declined to 2.2 to 1 at March 31, 2000 versus 3.71 to 1  at
     March 31, 1999.

     At March 31, 2000 the Company  had no outstanding bank debt, but did have a
     revolving line of credit with  a bank of  up to $700,000  based on eligible
     accounts receivable versus an amount of $500,000 on March 31, 1999.   Funds
     borrowed under this  agreement  bear  interest  at the  rate  of LIBOR plus
     2.50% (approximately 8.7% at March 31, 2000).  This agreement terminates on
     July 31, 2001 and  has  restrictive  covenants  including  an obligation to
     maintain tangible net worth in excess of $1,500,000 at March 31, 2000.  The
     Company was in compliance  with the  restrictive covenants  as of March 31,
     2000. Amounts borrowed  at  March 31,  2000 and March  31,  1999 were  zero
     and $425,000, respectively.

     Expenditures  for  property  and  equipment  during  2000  and  1999   were
     $1,548,000  and  $87,000,  respectively.    Of  the  $1,548,000  for  2000,
     $1,310,000 can be  attributed to the  purchase of  the Company's  facility,
     100% of which was financed.

     In fiscal 2000, the  Company acquired the  previously leased 22,000  square
     foot single story brick facility.  The Company entered into loan agreements
     with a  bank and  the former  property owner.   Each  agreement contains  a
     mortgage lien against the  building.  The primary  debt agreement with  M&I
     Bank is a  mortgage of $1,110,000,  bearing interest at  an annual rate  of
     8.5%,  being  amortized  over   20  years,  with   a  balloon  payment   of
     approximately $823,000 due in 2006.  The secondary debt agreement, with the
     former property owner  of $200,000, bears  annual interest at  9.0% and  is
     being repaid  in accordance  to a  20 year  amortization schedule,  with  a
     balloon payment of approximately $153,000 due in April 2001.

     The Company  continues to  generate negative  cash flows  from  operations.
     Current forecasts indicate that the Company  may be unable to fund  current
     plans beyond the second quarter  of fiscal 2001 unless it is able to  raise
     additional capital.

     The   Company  is   engaged   in   efforts  to   raise   additional working
     the next few months. The Company  is  also  discussing  long-term financing
     arrangements  with institutional investors and venture capital companies in
     an effort to do an equity  offering during  fiscal  2001. These discussions
     are in the preliminary phase, and the Company has no firm  commitments from
     any potential investor to invest additional capital in the  Company.  There
     can  be  no assurances  that  additional capital  will  be  raised,  either
     through a private placement or by  other  means.  In  the  event  that  the
     Company is  not successful  in its  efforts  to  raise  additional  working
     capital,  as  contemplated   above,  it  will  be  forced  to  cut back  on
     general overhead  and product  development expenses,  which will  serve  to
     delay the release of new products.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company  has no  history of,  and does  not anticipate  in the  future,
     investing  in  derivative   financial  instruments,  derivative   commodity
     instruments  or  other   such  financial  instruments.     Contracts   with
     international customers are entered into in US dollars, precluding the need
     for foreign currency hedges.   Additionally, the  company invests in  money
     market funds,  in U.S  government obligations  and other  investment  grade
     securities, which experience  minimal volatility.   Thus,  the exposure  to
     market risk is not significant.

ITEM 7.  FINANCIAL STATEMENTS.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
GENROCO, Inc.:

We have audited the accompanying consolidated balance sheet of GENROCO, Inc. (a
Wisconsin corporation) and subsidiaries as of March 31, 2000 and 1999, and the
related consolidated statements of operations, stockholders' investment and cash
flows for the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

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

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has suffered recurring losses from operations
that raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
May 2, 2000
(execpt with respect to Note 14 as to which the date is June 15, 2000)

GENROCO, INC. AND SUBSIDIARIES

Consolidated Balance Sheet
As of March 31, 2000

<TABLE>
                                                                             Liabilities and
         Assets                        2000           1999               Stockholders' Investment            2000           1999
         ------                      --------       --------             ------------------------          --------       --------
<S>                                    <C>            <C>                          <C>                       <C>            <C>

Current Assets:                                                       Current Liabilities:
  Cash and Cash Equivalents          $842,104       $524,359            Accounts Payable                   $412,679       $145,823
  Accounts Receivable, Net
    of Allowance of  $3,000           274,677        805,501            Income Taxes Payable                      -         48,373
                                                                        Current Portion of Long-
  Accounts Receivable from                                                Term Debt                         352,980         98,264
    VideoPropulsion, Inc.              72,604              -            Accrued Payroll and
  Inventories                         672,934        418,609              Payroll Taxes                     139,651        180,392
  Prepaid Expenses                     87,791         56,504            Other Accrued Liabilities           112,567         48,115
  Employee Advances                    64,868         13,481                                             ----------     ----------
  Income Taxes Receivable             211,127              -                 Total Current Liabilities    1,017,877        520,967
  Net Assets of Discontinued
    Operations                         56,554        113,872          Long-Term Debt:
                                   ----------     ----------            Mortgage Payable                  1,061,377              -
       Total Current Assets         2,282,659      1,932,326            Line of Credit                            -        425,000
                                                                        Capital Leases Payable              158,655        105,080
Plant and Equipment, at Cost:                                                                            ----------     ----------
                                                                             Total Debt                   1,220,032        530,080
  Building                          1,250,000              -
  Building and Leasehold                                              Stockholders' Investment:
    Improvements                       90,419         10,593            Common stock, $.02 Par Value,
  Machinery and Equipment             795,096        577,223              5,000,000 Shares Authorized,
                                   ----------     ----------              4,362,312 and 3,847,086 Shares
                                    2,135,515        587,816              Outstanding at March 31, 2000
                                                                         and 1999, Respectively              87,246         76,941
  Less- Accumulated                                                     Paid-in Capital                   4,624,171      1,586,078
    Depreciation and
    Amortization                      423,265        264,039            Retained (Deficit) Earnings      (1,618,107)       237,613
                                   ----------     ----------            Unearned Compensation            (1,100,225)      (605,379)
                                                                        Advance to ESOP                     (95,336)       (61,883)
       Net Plant and Equipment      1,712,250        323,777                                             ----------     ----------

  Other Assets                        137,749         28,314                 Total Stockholders'
                                   ----------     ----------                   Investment                 1,894,749      1,233,370
                                                                                                         ----------     ----------
       Total Assets                $4,132,658     $2,284,417                 Total Liabilities and
                                   ----------     ----------                  Stockholders' Investment   $4,132,658     $2,284,417
                                   ----------     ----------                                             ----------     ----------
                                                                                                         ----------     ----------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of this statement.

GENROCO, INC. AND SUBSIDIARIES

Consolidated Statements of Operations
For the Years Ended March 31, 2000 and 1999

                                                    2000               1999
                                                 -----------        ----------
Net Sales                                         $2,510,336        $4,238,025
Cost of Goods Sold                                 1,299,495         1,729,214
                                                 -----------        ----------
       Gross Profit                                1,210,841         2,508,811

Operating Expenses:
  Research and Development                         1,108,682           926,589
  Selling                                            951,279           784,029
  Customer Service                                    69,492            47,265
  General and Administrative                         815,532           601,569
                                                 -----------        ----------
       Total Operating Expenses                    2,944,985         2,359,452
                                                 -----------        ----------
       (Loss) Income from Operations              (1,734,144)          149,359

Other Expense                                        (86,631)          (35,456)
                                                 -----------        ----------
       (Loss) Income from Continuing
         Operations Before Income Taxes           (1,820,775)          113,903

Income Tax (Benefit) Provision                      (219,000)           28,000
                                                 -----------        ----------
       Net (Loss) Income from
         Continuing Operations                    (1,601,776)           85,903
                                                 -----------        ----------
Loss from Discontinued Operations (Less
  Applicable Tax Provision of $0)                   (253,944)          (40,473)
                                                 -----------        ----------
       Net (Loss) Income                         $(1,855,720)          $45,430
                                                 -----------        ----------
                                                 -----------        ----------
Earning Per Share, Basic and Diluted:
  Net (Loss) Income from Continuing Operations        $(.39)              $.02
  Discontinued Operations                              (.06)              (.01)
                                                 -----------        ----------
Net (Loss) Income Per Share                           $(.45)              $.01
                                                 -----------        ----------
                                                 -----------        ----------

The accompanying notes to consolidated financial statements are an integral part
of these statements.

GENROCO, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Investment
For the Years Ended March 31, 2000 and 1999

<TABLE>
                                     Common Stock                            Retained                                     Total
                               ------------------------       Paid-in        Earnings      Unearned        Advance    Stockholders'
                                Shares          Amount        Capital       (Deficit)    Compensation      to ESOP        Equity
                               --------        --------       --------      ---------    ------------      --------   -------------
<S>                               <C>            <C>            <C>            <C>           <C>             <C>           <C>
Balance, March 31, 1998        3,482,820        $69,656     $  943,779    $   192,183     $ (154,008)      $      -     $1,005,173

   Net Income                          -              -              -         45,430              -              -         45,430
   Retirement of
     Purchased Shares             (9,000)          (180)       (13,257)             -              -              -        (13,437)
   Unearned Compensation         364,500          7,290        679,185              -       (686,475)             -              -
   Stock Grants to Employees      17,766            355         36,065              -              -              -         36,420
   Cancellation--Shares
     Previously Issued
     to Employees                 (9,000)          (180)       (13,257)             -         10,500              -         (2,937)
   Amortization of
     Unearned Compensation             -              -              -              -        221,667              -        221,667
   Advance to ESOP                     -              -              -              -              -        (58,946)       (58,946)
                               ---------        -------     ----------    -----------    -----------       --------     ----------
Balances, March 31, 1999       3,847,086         76,941      1,586,078        237,613       (608,316)       (58,946)     1,233,370

   Net Loss                            -              -              -     (1,855,720)             -              -     (1,855,720)
   Retirement of
     Purchased Shares            (12,894)          (258)       (22,206)             -              -              -        (22,464)
   Sale of Stock                 281,250          5,625      2,209,541              -              -              -      2,215,166
   Unearned Compensation         339,870          6,798      1,005,282              -     (1,012,080)             -              -
   Stock Grants to Employees         400              8          4,092              -              -              -          4,100
   Cancellation-Shares
     Previously Issued
     to Employees                (93,400)        (1,868)      (158,616)             -        160,484              -              -
   Amortization of
     Unearned Compensation             -              -              -              -        356,750              -        356,750
   Advance to ESOP                     -              -              -              -              -        (36,453)       (36,453)
                               ---------        -------     ----------    -----------    -----------       --------     ----------
Balance, March 31, 2000        4,362,312        $87,246     $4,624,171    $(1,618,107)   $(1,103,162)      $(95,399)    $1,894,749
                               ---------        -------     ----------    -----------    -----------       --------     ----------
                               ---------        -------     ----------    -----------    -----------       --------     ----------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

GENROCO, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
For the Years Ended March 31, 2000 and 1999

                                                        2000           1999
                                                    -----------    -----------
Cash Flows from Operating Activities:
   Net (Loss) Income                                $(1,855,720)       $45,430
   Adjustments to Reconcile Net Income to
     Net Cash from Operating Activities-
       Depreciation and Amortization                    161,002        109,888
       Amortization of Unearned Compensation            356,750        221,667
       Loss from Discontinued Operations                253,944         40,473
       Change in-
           Accounts Receivable                          458,220       (314,608)
           Inventories                                 (254,325)       241,907
           Prepaid Expenses and Employee Advances      (293,801)         5,290
           Other Assets                                (111,211)       (19,266)
           Accounts Payable                             267,356       (109,221)
           Accrued Liabilities                          (21,062)       (60,441)
                                                    -----------    -----------
               Net Cash (Used In) Provided by
                 Operating Activities                (1,038,847)       161,119
                                                    -----------    -----------
Cash Flows from Investing Activities:
   Purchase of Plant and Equipment                   (1,547,699)       (87,421)
   Investment in Subsidiary                            (200,000)             -
                                                    -----------    -----------
               Net Cash Used in
                 Investing Activities                (1,747,699)       (87,421)
                                                    -----------    -----------
Cash Flows from Financing Activities:
   Proceeds from Long-Term Debt                       1,649,634      1,397,690
   Principal Payments of Long-Term Debt                (704,966)    (1,297,430)
   Issuance of Common Stock                           2,215,166         36,420
   Purchase of Common Stock                             (22,464)       (16,374)
   Advance to ESOP                                      (36,453)       (58,946)
                                                    -----------    -----------
               Net Cash Provided by
                 Financing Activities                 3,100,917         61,360
                                                    -----------    -----------

Cash Provided by (Used in) Discontinued Operations        3,374       (116,885)
                                                    -----------    -----------
Net Increase in Cash and Cash Equivalents               317,745         18,173
Cash and Cash Equivalents, Beginning of Year            524,359        506,186
                                                    -----------    -----------
Cash and Cash Equivalents, End of Year                 $842,104       $524,359
                                                    -----------    -----------
                                                    -----------    -----------

The accompanying notes to consolidated financial statements are an integral part
of these statements.

GENROCO, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
March 31, 2000 and 1999

(1)  Description of the Company-
     --------------------------

     GENROCO, Inc. and subsidiaries (the "Company") is a Wisconsin corporation.
     The Company is engaged in the design, manufacture and service of computer
     components to customers who are engaged in the production and sale of high
     performance computers and workstations as well as providing engineering and
     design services to customers on a worldwide basis.  These services include
     complex software and engineering designs for applications specific products
     requiring very high data transfer rates (in excess of 80 MB per second).

(2)  Spin-off of Video Propulsion, Inc.-
     ----------------------------------

     In March 2000, the Board of Directors of the Company approved spinning off
     its digital video business as a separately traded public company.  The
     digital video business is considered to be in the development stage.  On
     October 4, 1999, the Company formed a wholly-owned subsidiary, Video
     Propulsion, Inc. ("VPI") and transferred all of the assets and liabilities
     of the digital video business to VPI.  One share of VPI stock will be
     issued for each share of GENROCO, Inc. stock outstanding on the spin-off
     date.  The Company's intent is to spin-off VPI on or before June 30, 2000.

     The operating results of VPI are included in the Consolidated Statements of
     Operations under Loss from Discontinued Operations.  Revenues from the
     digital video business were $580,259 and $419,968 for the years ended March
     31, 2000 and 1999, respectively.

     In January 2000, the Company loaned VPI $200,000.  The note bears interest
     at 9.5% and is payable on December 31, 2000.  On March 31, 2000, the entire
     balance of this note was forgiven and converted to equity in VPI.

(3)  Going Concern-
     -------------

     The Company continues to generate negative cash flows from operations.
     Current forecasts indicate that the Company may be unable to fund
     operations beyond the second quarter of fiscal 2001 unless it is able to
     raise additional capital.  In addition, the Company has committed to fund
     VPI's operations through December 31, 2000.  The Company is engaged in
     ongoing efforts to raise an additional $2,500,000 in private placement
     equity during the first quarter of fiscal 2001.  The Company is also
     discussing long-term financing arrangements with institutional investors
     and venture capital companies in an effort to do a secondary equity
     offering for amount in excess of $20,000,000 during fiscal 2001.  These
     discussions are in the preliminary phase, and the Company has no firm
     commitments from any potential investor to invest additional capital in the
     Company.  There can be no assurances that additional capital will be raised
     either through a private placement or other means.

(4)  Summary of Significant Accounting Policies-
     ------------------------------------------

     (a)  Revenue Recognition-
          -------------------

          Revenue from product sales is recognized when the products are
          shipped.

          The Company had two customers that individually accounted for 46% and
          21% of net sales in 2000.  The Company had three customers that
          individually accounted for 34%, 28% and 19% of net sales in 1999.

          Exports accounted for approximately 35% of the Company's net sales for
          both 2000 and 1999.  Net sales to Europe (primarily to France)
          constituted approximately 32% and 34% for 2000 and 1999, respectively.

     (b)  Principles of Consolidation-
          ---------------------------

          The consolidated financial statements include the accounts of GENROCO,
          Inc. and its wholly owned subsidiaries, GENROCO International, Inc.,
          which serves as the operating entity of the Company, and VPI.  All
          significant intercompany accounts and transactions have been
          eliminated, unless they relate to the continuing operations of the
          Company.

     (c)  Cash and Cash Equivalents-
          -------------------------

          Cash equivalents are defined as short-term investments which have an
          original maturity of three months or less and are readily convertible
          into cash.

     (d)  Inventories-
          -----------

          Inventories are stated at the lower of average cost or market,
          determined using the first-in, first-out method.  Inventories consist
          of:

                                                      2000           1999
                                                    --------       --------
          Raw Materials and Work-In-Process         $480,018       $248,768
          Finished Goods                             192,916        169,841
                                                    --------       --------
                                                    $672,934       $418,609
                                                    --------       --------
                                                    --------       --------

     (e)  Plant and Equipment-
          -------------------

          Plant and equipment are stated at cost.  The related depreciation and
          amortization expense has been provided using the straight-line method
          over the estimated lives of the machinery and equipment (3 to 5
          years), building (20 years) and over the shorter of five years or the
          remaining life of the lease for leasehold improvements.  Equipment
          leases that meet the criteria of capital leases have been capitalized
          and are being amortized over the lesser of the estimated lives of the
          machinery and equipment or the term of the lease.

     (f)  Other Assets-
          ------------

          Other assets are composed of the following:

                                                      2000           1999
                                                    --------        -------
          Patents (Net of Accumulated Amortization
            of $6,070 as of March 31, 2000)          $22,419        $13,913
          Cash Surrender Value on Insurance
            Policies (Net of Loans of $0 as of
            March 31, 2000)                          115,330         14,401
                                                    --------        -------
                                                    $137,749        $28,314
                                                    --------        -------
                                                    --------        -------

     (g)  Research and Development Costs-
          ------------------------------

          Research and development costs are expensed as incurred and shown
          separately as a component of operating expenses on the Consolidated
          Statements of Operations.

     (h)  Use of Estimates-
          ----------------

          The preparation of financial statements in conformity with generally
          accepted accounting principles 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.

     (i)  Net Income Per Common Share-
          ---------------------------

          The Company accounts for earnings per share according to the
          provisions of Statement of Financial Accounting Standards No. 128,
          "Earnings Per Share" for purposes of calculating earnings per share.

          Basic earnings per share of common stock is computed by dividing net
          income by the weighted average number of common shares outstanding
          during the period.  Diluted earnings per share of common stock is the
          same as basic earnings per share because there were no common stock
          equivalents outstanding that were dilutive in 2000 or 1999.  Average
          common shares for computation of basic and diluted earnings per share
          were 4,119,307 and 3,768,258 in 2000 and 1999, respectively.  At March
          31, 2000, there were 132,813 warrants outstanding that were anti-
          dilutive (see Note 13).  There were no warrants outstanding at March
          31, 1999.

     (j)  Reclassifications-
          -----------------

          Certain reclassifications have been made to the prior year amounts for
          consistency with the current year presentation.

(5)  Revolving Credit Agreement-
     --------------------------

     During 1998, the Company entered into a revolving credit agreement with a
     major bank which allowed the Company to borrow up to $500,000 based on a
     borrowing base, defined primarily as qualified accounts receivable.  This
     agreement was amended in October 1999 which increased the borrowing base to
     $700,000.  The agreement bears interest at the rate of LIBOR plus 2.50%
     (approximately 8.70% and 7.72% at March 31, 2000 and 1999, respectively),
     terminates on July 31, 2001, and has restrictive covenants including an
     obligation to maintain tangible net worth in excess of $1,500,000 and
     $1,250,000 for fiscal 2000 and 1999, respectively.  The agreement is
     collateralized by current accounts receivable balances.  The balance
     outstanding was $0 and $425,000 at March 31, 2000 and 1999 respectively.
     The Company was in compliance with all covenants during both 2000 and 1999.

(6)  Long-Term Debt-
     --------------

     Long-term debt consists of:

                                                     2000            1999
                                                  ----------       --------
     Capital Leases (a)<F1>                         $511,635       $203,344
     Other Long-Term Debt (b)<F2>                  1,061,377              -
     Line of Credit (see Note 5)                           -        425,000
                                                  ----------       --------
                                                   1,573,012        628,344
     Less- Current Maturities                       (352,980)       (98,264)
                                                  ----------       --------
                                                  $1,220,032       $530,080
                                                  ----------       --------
                                                  ----------       --------

     (a)<F1>   The capital leases are for machinery and equipment.  These leases
               range from 36 to 84 months and bear interest ranging from 8.4% to
               16.52%.

     (b)<F2>   Other long-term debt consists of:

               A mortgage note from Marshall & Ilsley Corporation is secured by
               the underlying building.  The loan is payable in monthly
               principal and interest installments of $8,758 through September
               7, 2006 with the remaining payment of $828,581 due on October 7,
               2006.  Amounts outstanding bear interest at 8.50%.  The principal
               balance outstanding at March 31, 2000 is $991,993.

               A note from Marshall & Ilsley Corporation to fund building
               improvements is also secured by the underlying building.  The
               loan is payable in monthly principal and interest installments of
               $2,290 through September 7, 2004 with the remaining payment of
               $4,478 due on October 7, 2004.  Amounts outstanding bear interest
               at 8.40%.  The principal balance outstanding at March 31, 2000 is
               $104,855.

               A note from Aldrich Center Partnership is secured by a second
               mortgage on the underlying building.  The loan is payable in
               monthly installments of $4,150 for a period of 18 months
               beginning November 7, 1999.  The balance of $153,311 is due March
               7, 2001.  Amounts outstanding bear interest at 9.00%.  The
               principal balance outstanding at March 31, 2000 is $186,556.

     The maturities of long-term debt outstanding as of March 31, 2000 are as
     follows:

         Fiscal Year                       2000            1999
                                         --------        --------
     2001                                 $352,980        $98,264
     2002                                  159,851        491,921
     2003                                   82,432         26,152
     2004                                   61,534          6,556
     2005 and Thereafter                   916,215          5,451
                                        ----------       --------
                                        $1,573,012       $628,344
                                        ----------       --------
                                        ----------       --------

(7)  Income Taxes-
     ------------

     The Company accounts for income taxes according to provisions of Statement
     of Financial Accounting Standards No. 109 "Accounting for Income Taxes."

     Components of the deferred income taxes as of March 31 are as follows:

                                                 2000           1999
                                               --------       --------
     Current Deferred Tax Asset-
     Warranty Reserve                            $6,000           $975
     Accrued Employee Benefits                    6,000          7,239
     Inventory Adjustments                       95,000         22,651
     Other                                       24,000          1,965
                                              ---------       --------
     Total Current Deferred Tax Asset           131,000         34,000
     Valuation Allowance                       (131,000)             -
                                              ---------       --------
     Net Current Deferred Tax Asset           $       -        $34,000
                                              ---------       --------
                                              ---------       --------

                                                 2001           1999
                                               --------       --------
     Noncurrent Deferred Tax Assets-
        Net Operating Loss Carryforward        $285,000       $      -
        Research and Development Credit
          Carryforward                          369,000              -

     Noncurrent Deferred Tax Liability-
        Property, Plant and Equipment           (46,000)       (34,800)
                                              ---------       --------
               Total Noncurrent Deferred
                 Tax Asset                      608,000        (34,800)

               Valuation Allowance             (608,000)             -
                                              ---------       --------
               Net Noncurrent Deferred
                 Tax Liability                $       -       $(34,800)
                                              ---------       --------
                                              ---------       --------

     The following is a summary of components of the provision for income taxes:

                                                      March 31,
                                                ---------------------
                                                 2000           1999
                                                ------         ------
     Current Provision-
     Federal Tax                               $219,000        $20,400
     State Tax                                        -          6,800
                                               --------        -------
     Current                                    219,000         27,200
     Deferred                                         -            800
                                               --------        -------

     Total Provision                           $219,000        $28,000
                                               --------        -------
                                               --------        -------

     A reconciliation of the statutory Federal income tax rate to the effective
     income tax rate is as follows:

                                                          March 31,
                                                    ----------------------
                                                     2000            1999
                                                    ------          ------
     Federal Statutory Rate                         (34.0)%         34.0%
     State Income Tax, Net of Federal benefit        (5.2)           5.2
     Deferred Tax Valuation Allowance                29.9              -
     Business Tax Credits and Other                  (1.3)          (1.1)
                                                    -------         -----
     Effective Income Tax Rate                      (10.6)%         38.1%
                                                    -------         -----
                                                    -------         -----

(8)  Supplemental Disclosure of Cash Flow Information-
     ------------------------------------------------

                                                 2000           1999
                                                ------         ------
     Cash Paid During the Year for-
        Interest                                $92,484        $31,646
        Income Taxes                                  -       $174,066

     Noncash items-
        Issuance of Common Stock for Notes
          Receivable from Stockholders         $918,105       $686,475

(9)  Transactions with Related Parties-
     ---------------------------------

     In order to effect the spin-off of VPI (currently a wholly-owned
     subsidiary), GENROCO and VPI have entered into a series of agreements
     designed to allow the two businesses to operate on an arms-length basis in
     the future.  These include, but are not limited to:

          O  Facilities Lease Agreement
          O  Transitional Trademark Use and License Agreement
          O  Interim Administrative Services Agreement
          O  Confidentiality and Nondisclosure Agreement

     The Company periodically sells inventory to VPI.  The receivable due from
     VPI at March 31, 2000 and 1999 was $72,604 and $0, respectively.

     The Company periodically makes temporary loans to its officers and
     employees.  During 2000, loans were extended to certain officers of the
     Company in the amount of $267,000, all of which was repaid prior to March
     31, 2000.  No loans to officers were made during 1999.  The balance of
     relocation advances made to employees as of March 31, 2000 and 1999 was
     $64,868 and $0, respectively.

(10) Lease Commitments-
     -----------------

     The Company leased its operating facility located in Slinger, Wisconsin,
     under an agreement that expired October 31, 1999. At that date, the Company
     exercised its option to purchase the building.  Total rent expense was
     approximately $62,400 and $109,000 in 2000 and 1999, respectively.

(11) Employee Benefit Plans-
     ----------------------

     The Company has an Employee Stock Ownership Plan and Trust (the "Plan"),
     covering substantially all domestic employees.  The Company's contribution
     to the Plan is discretionary and is determined annually by the Board.
     Expense recorded under the Plan was approximately $0 and $131,000 in 2000
     and 1999, respectively.  The Plan owned 563,512 and 558,600 shares of
     Company stock as of March 31, 2000 and 1999, respectively.

     The Company did not make a contribution to the Plan in 2000, however, the
     Company advanced $36,453 to the Plan.  The Company funded the 1999
     contribution of $131,000, and made an advance to the Plan of $58,946.  The
     2000 and 1999 advances are included as a component of stockholders'
     investment on the balance sheet.

     The Company periodically grants shares of its common stock to certain
     employees and officers.  The common stock is granted to a participating
     employee in exchange for a three-year note from the employee.  To the
     extent the employee remains employed at the Company, the note is forgiven
     over a three-year period.  This amount is recorded as unearned compensation
     in the Consolidated Statements of Stockholder's investment and is amortized
     on a straight-line basis as compensation expense over the life of the
     notes.  As of March 31, 2000 and 1999, $1,103,162 and $608,316 of unearned
     compensation remained as a reduction of stockholders' investment,
     respectively.  Compensation expense related to the stock grants totaled
     $356,750 and $221,667 in 2000 and 1999, respectively.

     The Company sponsors a 401(k) plan.  All Company employees are eligible
     subject to certain requirements as defined in the plan document.  The
     Company can make discretionary profit sharing contributions to the plan as
     determined by management.  No Company contributions were made during 2000
     or 1999.

(12) Stock Options-
     -------------

     The Company accounts for its option grants using the intrinsic value based
     method pursuant to APB Opinion No. 25 and Statement of Financial Accounting
     Standards No. 123 (SFAS No. 123). The Company granted executive stock
     options on March 1, 1997 that vested over three years beginning April 1,
     1997.  During 1998, these options were cancelled prior to any options being
     exercised.  No compensation cost was recognized for these options pursuant
     to the fair value method under SFAS No. 123.  No options were granted
     during 2000 or 1999 and no options were outstanding as of March 31, 2000 or
     1999, respectively.

(13) Capital Stock-
     -------------

     Preferred stock authorized is 1,000,000 shares.  As of March 31, 2000 and
     1999, respectively, no preferred stock had been issued.  Common stock
     authorized is 5,000,000 shares.  There were 4,362,312 and 3,847,086 shares
     outstanding as of March 2000 and 1999, respectively.

     On September 20, 1999, the Company executed a three for one stock split.
     All share and per share data has been adjusted to reflect this split.

     In December 2000, the Company raised $2,125,000 by selling 265,625 shares
     of restricted common stock at $8.00 per share, with attached warrants to
     purchase 132,813 shares at $12.00 per share, in a private placement to five
     investors.  In January 2000, additional funds of $125,000 were raised by
     selling 15,625 shares of restricted common stock at $8.00 per share, with
     attached warrants to purchase 7,813 shares at $12.00 per share, in a
     private placement to two investors.  The proceeds were recorded as paid-in
     capital.  The warrants expire in three years.  As of March 31, 2000, no
     warrants were exercised.


(14) Subsequent Event-
     ----------------

     On June 15, 2000, the Company increased the number of authorized shares of
     common stock from 5,000,000 to 25,000,000.  In addition, the shares of
     authorized common stock for VPI was increased to 24,900,000 and 100,000 of
     preferred stock was also authorized for VPI.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL MATTERS

    Not applicable.

PART III

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

The following  is a  listing of  all  directors and  executive officers  of  the
Company.   An officer  remains in  office until  he or  she resigns,  dies or  a
different person is appointed to the office.  Directors shall hold office  until
the next annual  shareholders' meeting and  until the  director's successor  has
been elected or until his or her resignation, death or removal.

       NAME                      AGE      POSITION
     -----------------------    -----     ------------------------------
       Carl A. Pick               52      Chairman, Chief Executive Officer,
                                          President and Director

       Keith Brue                 62      Executive Vice President, Chief
                                          Financial Officer, Chief Operations
                                          Officer, Secretary and Director

       Eric Peterson              44      Vice President of Engineering

       Joe Nordman                38      Vice President of Research &
                                          Development

       Michael McGowen            46      Chief Scientist

       Don Woelz                  53      Vice President of Sales and Marketing

       Barbara Pick               49      Director

       Chris Good                 49      Director

CARL A. PICK - Chairman, Chief Executive Officer, President and Director. He  is
responsible for corporate development, marketing strategy, and overall corporate
management of the Company. Mr. Pick graduated from Yale University in 1971  with
a Bachelor's degree in  Computer Engineering. He received  a Master's degree  in
Computer Science  from Yale  in 1974.  He, along  with Barbara  Pick, his  wife,
founded General Robotics Corporation ("GRC") in August 1974 and reorganized  GRC
into GENROCO, Inc. in 1987.  Mr. Pick is married  to Barbara R. Pick.  Mr.  Pick
is the Chairman the High Speed Networking Forum.

KEITH BRUE - Executive Vice President, Chief Operations Officer, Chief Financial
Officer and Secretary since March, 1997.  He has been a director of the  Company
since  1986.    He  is  responsible  for  manufacturing,  materials,  logistics,
accounting and finance.  Mr. Brue received his MBA degree from the University of
Chicago and has  extensive operations experience  with a focus  on dealing  with
mergers, acquisitions and business systems processes.    He began his career  in
public accounting with a predecessor to Ernst & Young LLP and has over 20  years
of experience with  several different high  technology companies, including  two
which were publicly held and traded on  NASDAQ, as the result of Initial  Public
Offerings.

DON WOELZ - Vice  President of Sales and  Marketing. He joined  GRC in April  of
1977 and  has held  the positions  of Sales  Engineer, National  Sales  Manager,
General Manager-CAD Systems  Division, Vice President  of Engineering, and  Vice
President of Sales. He  is responsible for general  sales activities as well  as
technology and market evaluations, trade shows and technology presentations, and
marketing communications. Mr. Woelz graduated from Marquette University in  1970
with a degree in Electrical Engineering and conducted his post-graduate  studies
in Electrical Engineering and Computer Science at the University of Wisconsin  -
Milwaukee.

ERIC PETERSON -  Vice President of Engineering.  Mr. Peterson joined the Company
in May, 2000.   He  is responsible  for all  engineering management  activities,
including software and  hardware development.  Mr. Peterson  graduated from  the
University of Wisconsin, Superior in 1974 with a BS in Physics. His  engineering
management experience including most recently serving as Director of Engineering
at Speedring Systems Division of Axsys Technologies.

JOSEPH NORDMAN - Vice  President of Research and  Development. He joined GRC  in
February 1985.   He is responsible for hardware development and management.  Mr.
Nordman graduated from the University of Wisconsin in 1984 with a BSEE degree in
Electrical Engineering.

MICHAEL MCGOWEN  -   Chief Scientist.    He is  responsible for  evaluating  the
features and  functions  of  all  relevant products  in  the  market  place  and
preparing  product  and  marketing  specifications  for  the  Company's   future
products.  Mr. McGowen graduated from the University of New Mexico in 1988  with
a degree  in  computer  science.   He  was  the founder  and  CEO  of  Essential
Communications, Inc.  He joined GENROCO in May of 2000.

BARBARA PICK - Director of GENROCO.    Chief Executive Officer and President  of
VideoPropulsion, Inc. since incorporation on October 1, 1999.    She also served
as   a Vice  President of  Sales  for GENROCO  since  incorporation in  1974  to
September 30, 1999 and DVB Product manager for DVB and President of GENROCO from
1997 to September 30, 1999.  Ms. Pick is married to Carl A. Pick.

CHRIS GOOD - Director of GENROCO.  Executive Vice President and Chief Technical
Officer of VideoPropulsion, Inc. since incorporation on October 1, 1999.  He
graduated with an honors degree in Mathematics and Physics from King's College,
University of London in 1971.  He was formerly with ITT, then Compaq Computer
Corporation, UK.  He also served as Executive Vice President and Chief Technical
Officer of GENROCO, Inc. from 1987 to September 30, 1999

ITEM 10. EXECUTIVE COMPENSATION

The following  table  sets  forth  the  compensation  paid  by  the  Company  to
executives for services rendered during 1999, 1998 and 1997.

                                                                  All Other
    Name and                                                   Compensation
    Principal Position                       Salary ($)       ($) - (1)<F3>
    ----------------------------------       ----------       -------------
    Carl A. Pick, CEO           2000             71,602              61,533
                                1999             95,953               2,838
                                1998            175,208               2,444

    Barbara Pick, President                      71,599              60,798
                                1999             95,953               2,527
                                1998            175,208               2,444

    Chris Good, CTO             2000             76,283              30,636
                                1999             83,678               4,850
                                1998             99,400               4,690

    Keith Brue, CFO / COO       2000             90,485              89,873
                                1999             84,117               7,639
                                1998            107,886               6,552

     (1)<F3>   These amounts are related to the value of health and life
               insurance premiums paid by the Company on behalf of the employee.

DIRECTORS' COMPENSATION

The Company  pays  director fees  to  each of  its  four directors.    Directors
compensation varies each  year, and by  individual based on  performance of  the
Company and at the discretion of the board.  The following table illustrates the
total amount of director fees paid to each director for 2000, 1999 and 1998.

                                  2000           1999           1998
                                 -------        -------        -------
     Carl Pick        (2)        $28,105        $30,795        $37,500
     Barbara Pick                 28,105         30,795         37,500
     Chris Good                    4,240          4,090         12,500
     Keith Brue                    4,000          4.000          2,500

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                                                                       % of
                                       Position With    Number of   Outstanding
     Name of Beneficial Owner (1)<F4>   The Company      Shares       Shares
     --------------------------------  -------------    ---------   -----------
     Carl A. Pick (Husband of Barbara)  Director, CEO
                                        Chairman        1,021,631      23.4%

     Barbara R. Pick (Wife of Carl)     Director        1,000,004      22.9%

     Chris Good                         Director        315,456         7.2%

     Keith E. Brue                      Director,
                                        Sec./Treas.     201,435         4.6%

     All Directors and Officers as
       a Group (8 persons) (3)<F6>                      2,730,725      62.6%

     GENROCO ESOP  (2)<F5>                              304,069         7.0%

     (1)<F4>   The securities "beneficially owned" by a person are determined in
               accordance with  the  definition of  "beneficial  ownership"  set
               forth  in  the  regulations   of  the  Securities  and   Exchange
               Commission and, accordingly, may  include securities owned by  or
               for,  among  others,  the  spouse,  children  or  certain   other
               relatives of such person as well as other securities as to  which
               the person has or  shares voting or investment  power or has  the
               right to acquire within 60 days.

     (2)<F5>   The ESOP owns 563,512 shares of  GENROCO stock, 259,443 of  which
               are included in the amounts attributed to Officers and Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the securities laws of the United States, the Company's directors, its
executive officers, and any persons holding more than 10% of the company's
common Stock are requirec to report their initial ownership of the Company's
common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission.  Specific due dates for these reports have been
established, and the Company is required to disclose any failure to file by
these dates.  Except for one set of Form 4's, which were due on April 10, 2000
but not filed until May 15, 2000, the Company believes that all of these filing
requirements were satisfied during the fiscal year ended March 31, 2000 and to
the date of this report.  In making these disclosures, the Company has relied
solely on written representations of its directors and executive officers and
copies of the reports that they have filed with the commission.

Meetings and Committees

The Board of Directors of the Company held a total of six meetings during the
fiscal year ended March 31, 2000.  During fiscal year ended March 31, 2000, no
director attended fewer than 75% of the aggregate of all meetings of the Board.
The Company has no standing nominating or audit or compensation committee.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In order to effect  the spin-off of VideoPropulsion,  Inc. (currently a  wholly-
owned subsidiary), GENROCO, Inc. and VideoPropulsion,  Inc. have entered into  a
series of agreements designed to allow the two businesses to operate on an arms-
length basis in the future.  These include, but are not limited to:
  O  Facilities Lease Agreement
  O  Transitional Trademark Use and License Agreement
  O  Interim Administrative Services Agreement
  O  Confidentiality and Non Disclosure Agreement

The Company periodically makes  temporary loans to  its officers and  employees.
During 2000,  loans were  extended to  certain officers  of the  Company in  the
amount of $267,000, all of which was repaid prior to March 31, 2000.

PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The exhibits listed in the following table have been filed as part of this
Registration Statement and may be found on the following sequential page
numbers.

2.1    Articles of Incorporation of the Company, as amended and restated to
       date *<F7>

2.2    Articles of Merger*<F7>

2.3    Agreement and Plan of Merger*<F7>

2.4    By-Laws of the Company *<F7>

3.1    Specimen form of the Company's Common Stock Certificate *<F7>

6.1    Building Purchase Agreement *<F7>

6.2    $1,000,000 Mortgage Note- M&I Bank *<F7>

6.3    $110,000 Mortgage Note - M&I Bank *<F7>

6.4    Mortgage - former property owner *<F7>

6.5    Subscription Agreement associated with Private Placement in
       December of 1999.

6.6    Stock Purchase Warrant Agreement associated with Private Placement in
       December of 1999.

10.1   Form of General Assignment, Assumption and Agreement Regarding
       Litigation, Claims and Other Liabilities between VideoPropulsion and the
       Company

10.2   Form of Contribution Agreement, Plan and Agreement of Reorganization and
       Distribution between VideoPropulsion and the Company

10.3   Lease between  VideoPropulsion and the Company

10.4   Form  of  Tax  Sharing  And  Indemnification  Agreement  by  and  between
       VideoPropulsion and the Company

10.5   Form of Transitional Trademark Use and License Agreement

10.6   Interim Administrative Services Agreement

10.7   Form   of  Employee   Benefits   and  Compensation   Agreements   between
       VideoPropulsion and the Company

10.8   Form of Sale and Assumption of Liabilities

10.9  Consent of Arthur Andersen LLP

27.1  Financial Data Schedule - Twelve months ended March 31, 1999

27.2  Financial Data Schedule - Twelve months ended March 31, 2000

*<F7>  These items have been incorporated by reference and are included within
       the previously filed Form 10-SB.

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.

       GENROCO, INC.
       (Registrant)

                Name                          Title
            -----------------------------     ------------------------------

                /s/ Carl A. Pick
            -----------------------------
                Carl A. Pick                  Director, Chairman and CEO
                                              (principal executive officer)

                /s/ Keith E. Brue
            -----------------------------
                Keith E. Brue                 Director, Chief Financial Officer
                                              (principal financial officer)

                /s/ Barbara R. Pick
            -----------------------------
                Barbara R. Pick               Director

                /s/ Chris Good
            -----------------------------
                Chris Good                    Director

DATE:  June 19, 2000