`SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB/A

(Mark One)

/X/      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

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

For the transition period from _____ to ____

                         Commission file number 1-13587

                         QUERYOBJECT SYSTEMS CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


               Delaware                                  94-3087939
--------------------------------          -------------------------------------
(State or other jurisdiction of           (IRS Employer Identification Number)
incorporation or organization


        One Expressway Plaza , Suite 208, Roslyn Heights, New York 11577
--------------------------------------------------------------------------------
        (Address of Principal Executive Offices)             (Zip Code)

       Registrant's telephone number, including area code: (516) 228-8500
                                                           --------------

          Securities registered pursuant to Section 12(b) of the Act:

                     Common Stock, par value $.003 per share

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

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 / /





Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.  /X/

                  State the issuer's  revenues for its most recent  fiscal year:
The  issuer's  revenues  for the  fiscal  year  ended  December  31,  2000  were
$1,715,841.

                  The  aggregate  market  value  of the  voting  stock  held  by
non-affiliates of the Registrant computed by reference to the price at which the
stock was sold on March 23, 2001 was  approximately  $4,368,000.  Solely for the
purposes of this  calculation,  shares  held by  directors  and  officers of the
Registrant  have  been  excluded.   Such  exclusion   should  not  be  deemed  a
determination  or an admission by the Registrant that such  individuals  are, in
fact, affiliates of the Registrant.

                  Indicate  the  number  of  shares  outstanding  of each of the
issuer's  classes of common stock, as of the latest  practicable  date: At March
23, 2001, there were outstanding  12,411,657  shares of the Registrant's  Common
Stock, $.003 par value.

                  Transitional Small Business Disclosure Format (check one):


                  Yes   / /   No /X/



                                       -2-




                                     PART I


ITEM 1.           DESCRIPTION OF BUSINESS



Company Overview

         QueryObject  Systems  Corporation (the "Company")  develops and markets
proprietary  business  intelligence  software  solutions  that  enable  business
managers to leverage existing corporate data in making strategic decisions.  The
Company has realized limited sales of its products.

         Through  the   evolution  of   technology,   businesses   operating  in
transaction  intensive  industries,  such  as  telecommunications,   healthcare,
insurance,  financial  services and retail,  have  dramatically  increased their
ability to gather and store large amounts of information  generated from various
sources. Contained within the accumulated data is information that, if extracted
effectively  and  efficiently,  can  be  used  to  enhance  strategic  corporate
planning.  While  companies have invested  heavily in capturing  data, they have
only begun to focus significant resources on the management and analysis of such
data;  consequently,  the data gathering and analysis  industry is  experiencing
significant  growth.  The Company developed its software products in response to
the growing  recognition of the strategic  value of analyzing  these  increasing
volumes  of data.  The  Company  believes  its  QueryObject  System  is a highly
scalable and efficient solution for providing business intelligence applications
and users with all the relevant  information  from corporate  data.  QueryObject
System is designed as a powerful OLAP (On-Line Analytical  Processing) data mart
solution  that  transforms  mainframe  size  databases  into highly  compact and
portable mathematical representations that fit onto standard PC laptops.

         In March  1999,  the  Company  formed  internetQueryObject  Corporation
("IQO"),  which sells application  services.  IQO has developed the CustomerView
application,  a turnkey analytical application for the retail industry. To date,
IQO has realized limited sales of its application services.

         The Company was  incorporated  in Delaware in 1997 and is the successor
by merger to CrossZ International, Inc., a California corporation,  incorporated
in 1989. In May 1998,  the name of the Company was changed from CrossZ  Software
Corporation  to  QueryObject  Systems  Corporation  to reflect the change in the
Company's  focus to the sale and  support of its  proprietary  products  thereby
enabling  customers  to do  their  own  analysis.  Unless  otherwise  indicated,
references  to the Company also include its  predecessor  and its  subsidiaries,
IQO, QueryObject Systems Corporation, Ltd. and QueryObjectexchange Corporation.

Industry Background

         Data marts are component technologies in the "Business Intelligence" or
more  broadly,  the  "Data  Warehousing"  market.  Current  Analysis,  a leading
technology  research  company,  estimates  that  the  size of this  market  will
increase to over $10 billion by the end of 2001,  with near and long term annual
compound  growth of  approximately  30%.  The  stimulus  for this  growth is the
exceptional  returns on capital  experienced  by companies that have invested in
data warehousing and related technologies.  In a 1999 study of 62 companies that
invested an average of $2.2 million each in data warehousing, International Data
Corp., a leading technology consulting company, found that the average return on
investment after three years was 401%.

         There are generally  three  components to an  enterprise-wide  business
intelligence system:

         -  Data warehouse:  a central  repository for selected  historical data
derived from various  databases that are stored in a summarized and standardized
format and made available to users on a read-only basis. Data warehouses


                                       -3-




provide  users  with  better  access  to  critical  data  in the  organization's
relational  database  management systems ("RDBMS"),  but users are not generally
familiar  enough  with  database  syntax to  extract  data from data  warehouses
without assistance from information technology ("IT") personnel.

         - Data  mart:  subject-specific  subsets  of  the  data  warehouse.  An
advanced  form  of  data  mart  contains  pre-calculated  answers  stored  in  a
multidimensional data mart known as a data cube.

         -  Data analysis:  accessing information and discovering and extracting
hidden patterns or trends from databases and data marts.

         Despite  the  size  of this  market,  and the  strategic  value  of the
"business  intelligence"  available from corporate  data,  businesses  developed
their  information  systems  solely to support  transactional  data  processing,
collecting  and  storing  the data  necessary  to  facilitate  such  processing.
Therefore,   data  storage   methods   designed  in   contemplation   of  narrow
transactional  goals are being burdened with  additional  tasks  associated with
strategic analysis. Such systems do not fully address the need to transform data
into useful information.

         In the business  intelligence  area,  RDBMS are most frequently used as
data  repositories,  both  for  historical  data as a "data  warehouse"  and for
analytical  data as a  "datamart."  RDBMS are tuned to optimize  support of high
volume on-line transaction  processing ("OLTP")  applications such as data entry
and do not support the extraction and analysis of that data.

Limitations of Traditional On-Line Analytical Processing Products

         Although a data  warehouse  is useful,  because it contains  all of the
data that can be analyzed, its immense size makes business intelligence analysis
inefficient and unwieldy. Within any data warehouse there will be data unrelated
to the  goal  of the  analysis  that  must be  disregarded  in any  specific  or
particular  analyses.  For example, if a company is trying to determine the most
relevant  factors in  retaining  its  customers  for repeat  purchases,  certain
elements of each customer's data profile will have a relatively high correlative
value,  such as income,  gender or occupation,  while other elements will have a
relatively low correlative  value, such as first name or social security number.
A data warehouse  contains all the data elements,  however,  it does not contain
the additional information necessary to identify those data elements relevant to
a business goal.

         The response to the  inefficiencies  of the data warehouse has been the
development  of the  data  mart.  However,  much of the  traditional  data  mart
technology is still based on the relational model employed in the data warehouse
and often does not present that data in a fully  transformed  form most suitable
for analytical as opposed to storage purposes.

         The Company  believes  enterprises  are searching for ways to transcend
these limitations,  to develop data marts that more efficiently support business
intelligence   analytical  techniques,   in  less  time,  with  a  more  precise
correlation between data mart content and the user's business objectives. At the
same time,  such  product  must  perform  within  existing  hardware and systems
architectures and minimize impact on critical IT resources.

         The  Company   believes  that  its   QueryObject   System  provides  an
enterprise-wide   solution  to  the  problems  of  first  generation  data  mart
technology limitations.

QueryObject System(R)

         QueryObject  System employs  advanced  mathematics  to create  compact,
portable and accurate  representations of data sets, called  QueryObjects,  from
the data warehouse. QueryObject  System operates on UNIX,  Linux and Windows NT
servers and can deliver data over client-server networks or the Internet.


                                       -4-




         The Company  believes  that  QueryObject  System  offers the  following
advantages over conventional data marts:

         o Plug and Play with Raw Data:  QueryObject  System  allows the user to
extract  virtually  unlimited amounts of raw data directly from an existing data
warehouse or for  production  database,  without the need to aggregate  and then
summarize the data.

         o Fresher Data:  Performing a full scan on a data warehouse to create a
data mart is time intensive,  consumes CPU resources,  and renders the warehouse
virtually  inaccessible  to users for other  purposes.  In fact, most businesses
find it difficult to perform more than one full scan on their data  warehouse in
a day and often require a week or more to create a data mart. QueryObject System
was  designed  specifically  for high  speed  data  mart  creation  without  the
management overhead and negative performance  implications  associated with data
warehouses and other  conventional data  repositories,  allowing users to create
dozens of data  marts in a single  day.  Moreover,  because  QueryObject  System
technology can reside on UNIX, Linux or Windows NT servers,  the user can create
the data mart on the  system  that  makes the most  sense for the  business  and
insulate  mission  critical  applications  and  databases  from the  performance
degradation normally associated with full database scans.

         o Lower Cost: As a result of the ability to load raw data directly into
QueryObject  System,  users can reduce or eliminate  time-consuming work such as
extracting,  cleaning,  normalizing,  formatting  and  summarizing  data  before
loading it into a data warehouse. In addition, large amounts of operational data
can be preserved for future analysis at far lower cost than a data warehouse.

         o Greater Scalability and Speed: The Company believes QueryObject based
data marts contain more data in less storage space than existing data marts such
as Hyperion  Essbase.  A single  QueryObject can contain the  representation  of
hundreds of millions of records,  tens of  thousands  of values in each field or
column  and  billions  of  potential  query  answers.  The  use  of  proprietary
algorithmic equations allows  QueryObject-based data marts to store more data in
a fraction of the storage  space needed by  conventional  data marts.  Even with
data marts that  measure in the hundreds of millions of records,  the  retrieval
can often be executed in seconds or less.

         o  Greater  Multi-User  Support:  QueryObjects  can  support  unlimited
numbers of concurrent  users since all possible  answers to all possible queries
are  contained  within the data mart,  and impose  virtually no  degradation  on
processing, in contrast to conventional data marts that consume large amounts of
processing power in computing potential answers.

         o Greater Mobility:  When business intelligence was a function confined
to a small cadre of analysts and  specialists,  it was  acceptable  for business
intelligence  systems  to reside in a single,  central  location.  In  contrast,
because  QueryObjects  can reside on desktops,  laptops and Web  servers,  or be
distributed  over local area networks,  they allow  businesses to deploy complex
data marts to thousands of users in an enterprise,  using  existing  information
technology infrastructure.

The QueryObject Strategy

         The  Company's   objective  is  to  establish  the  QueryObject  System
technology as a ubiquitous data mart standard for  information  analysis in data
intensive  industries such as  telecommunications,  healthcare and insurance and
financial services. Key elements of the Company's strategy include:

         Establish Technology Leadership.  The Company has developed a number of
technologies specifically designed to meet the scalability,  capacity, usability
and functionality requirements of data mart software. In particular, the Company
has developed a proprietary  high  performance  mathematical  algorithm suite to
compute  and  represent   all  possible   answers,   univariates,   uniques  and
intermediates  across very large  databases.  These answers are stored in highly
compact  formats that do not require  significant  server  memory or  processing
power to provide  instantaneous query response.  The Company intends to continue
to develop what it believes are innovative technologies and features to


                                       -5-




address  the  specific  business  requirements  of data  marts  in the  areas of
performance,  scalability,  data integrity,  system  administration and decision
analysis  capabilities.  The  Company  intends  to  continue  to  invest  in its
technology in order to enhance its existing data mart products.

         Develop  Strategic  Relationships.  To  accelerate  the adoption of the
QueryObject System as a standard platform business intelligence application, the
Company  has  begun to form  strategic  relationships  with  many  providers  of
business intelligence software applications, tools and services. The Company has
established license agreements and VAR ("value-added  resellers")  relationships
with  several  companies  that have  resulted  in  revenue  for the years  ended
December  31, 2000 and 1999,  including  EDS,  AmerInd,  Inc.,  and CZ Solutions
S.p.A.

         Expand Open Systems Approach.  The Company seeks to maximize the market
for its products by designing them to adhere to industry standards, which allows
the sharing of data across  platforms  and  software  applications.  QueryObject
technology operates with a wide range of third-party  front-ends,  databases and
operating  systems  via an open  architecture  that  supports  Microsoft's  open
database  connectivity  (ODBC),  object linking and embedding  database (OLE/DB)
standards, the Java Data Base Connectivity standard (JDBC) designed for Internet
tools and  Microsoft's  multi-dimensional  query  standard  (ODBO).  The Company
believes  that its open  systems  approach  represents a  competitive  advantage
versus  competing  solutions that are more  proprietary  in nature,  and as such
intends to continue to adhere to industry standards.

         Leverage Existing  Investments in Information  Technology.  The Company
believes that it has designed QueryObject System to take advantage of customers'
existing IT investments,  thereby  accelerating the acceptance of such software.
QueryObject  System is  designed to leverage  investments  in personal  computer
hardware and software and to integrate data from existing relational  databases,
legacy  repositories  and emerging data  warehouses.  The Company also leverages
third party-based consulting services and distribution capabilities to enable it
to focus on providing  industry  leading  business  intelligence  data  delivery
software.

         Target  Horizontal  Markets/New  Applications and Markets.  Because the
delivery of relevant data to business  intelligence  applications  is a critical
corporate  function in a wide variety of industries,  the Company  believes that
its  solutions  are  potentially  applicable  in a broad range of  markets.  The
Company  is  currently  targeting  customers  in  telecommunications,  financial
services, insurance and health care and retail.

         Provide Superior Customer Service.  The Company believes that providing
superior  customer  service is critical  for  customer  success.  The  Company's
strategy is to deliver  technology  and  services  that enable its  customers to
implement,  in a timely and cost-effective  manner,  integrated data mining/data
mart applications. The Company provides its customers with a comprehensive array
of  services,   including  software  updates,   documentation  updates,  product
maintenance  and emergency  response.  The Company intends to maintain its focus
and to continue to invest in service and support to extend its customer  service
advantage.

         Expand Sales and Marketing Capabilities.  The Company intends to expand
its sales and marketing capabilities, both domestically and internationally,  by
increasing the size of its direct sales  organization and developing an indirect
channel of distributors such as original  equipment  manufacturers  ("OEMs") and
VARs.

Products

         The  Company's  QueryObject  System is a highly  scalable and efficient
solution for providing business intelligence applications and users with all the
relevant information from corporate data.

         QueryObject   System  is  a  powerful  OLAP  data  mart  solution  that
transforms   mainframe   size   databases   into  highly  compact  and  portable
mathematical  representations  that fit onto standard PC laptops.  The following
lists the components of the QueryObject System:



                                       -6-




         QueryObject DBA (Data Base Administrator)  provides administrators in a
Windows  based  environment  with a tool  to  manage  the  process  of  reading,
synchronizing and staging source, atomic level data in QueryObject System. Using
standard drag and drop actions,  data  administrators  can map their source data
into the QueryObject System repository,  the QueryObject Ready File. The Company
believes that  QueryObject  DBA users benefit from working with a graphical tool
that understands the complexities of both legacy and warehouse data.

         QueryObject  Designer  enables  end users to design and build their own
QueryObjects.   Working  in  a  familiar  Windows   environment,   users  create
QueryObjects by selecting a subset of the fields from the QueryObject Ready file
using a drag and drop interface. The Company believes that the end user benefits
from an environment that requires no programming,  gives a visual representation
of the QueryObject, and is able to process hundreds of millions of data records.

         QueryObject  Engine is  designed to (i) work with large  quantities  of
data,  (ii) read a variety of data  formats  and (iii)  process the data into an
analytical repository,  and then into multiple  QueryObjects.  From this staging
area,  multiple  QueryObjects are produced in an efficient manner on the server.
The Company  believes that users are protected  from the server  environment  by
using  QueryObject  DBA and QueryObject  Designer,  yet they gain the power of a
server behind their business  intelligence system.  QueryObject Engine runs on a
wide variety of server  platforms.  The resulting  QueryObject can be moved to a
user's individual personal computer or managed by the QueryObject Server.

         Unlike  other data mart systems  that  require  significant  amounts of
preprocessing and data aggregation,  QueryObject Engine is able to perform these
tasks automatically for each QueryObject.  The Company believes that the ability
to store and build a  QueryObject  from  detail  level  data  allows the user to
explore his data without the constraints of pre-aggregated  data sets that might
not  represent  the data in the manner that the user  requires  for a particular
business challenge.

         QueryObject   Server  allows  the   enterprise  to  locate  and  manage
QueryObjects on a centralized server infrastructure. QueryObject Server provides
enhanced  security and performance  across multiple  QueryObjects over corporate
internets (Web Edition) or corporate LANs (Enterprise  Edition).  Users may also
download  QueryObjects  to  their  individual  personal  computers  (QueryObject
Server, Personal Edition).

         QueryObject  Analyzer is a small JAVA based OLAP  analysis  tool. It is
automatically  downloaded  to a users WEB Browser and allows them to quickly and
easily analyze QueryObjects hosted on a customers WEB Server.  Analyzer provides
a zero administration client and can be used on any JAVA Browser,  Windows, UNIX
or Apple Macintosh.

         QueryObject  contains ODBC,  JDBC and OLE/DB  interfaces that allow end
users to work  within a  familiar  environment  of  industry  standard  business
intelligence data navigation and display tools.

Sales and Marketing

         The Company  markets and sells  QueryObject  System  through its direct
sales  organization  and intends to increase  the  proportion  of sales  through
indirect  channel  parties  such as VARs and  OEMs.  The  direct  sales  process
involves the generation of sales leads through direct mail and  telemarketing or
requests for proposal from  prospects.  The Company's field sales force conducts
multiple  presentations  and  demonstrations  of its products to management  and
users at the  customer  site as part of the direct  sales  effort.  Sales cycles
generally range from three months to six months or longer.

         The sales staff is based at the  Company's  corporate  headquarters  in
Roslyn  Heights,  New York. To support its sales force,  the Company  engages in
direct mail  solicitations,  telesales  and public  relations  and  presents its
products at trade shows.



                                       -7-




         The Company  employs  sales and  technical  personnel who are teamed to
support a designated  account territory within a specified  vertical market. The
team is responsible for creating and maintaining local partner relationships and
resolving channel conflicts. To ensure the appropriate level of channel support,
the direct sales force is compensated  for sales that are made through  indirect
channel  partners  and those that are made  directly  to end  users.  A separate
partnering and business  development function is responsible for the recruitment
and maintenance of OEMs and national and global VARs and business partners.

         The Company believes that a high level of customer support is important
to the successful  marketing and sale of  QueryObject  System.  Maintenance  and
support  contracts,  which are  typically  for 12 months,  are offered  with the
initial  license,  and  may be  renewed  annually  at a cost  equal  to a  fixed
percentage  of  the  total  license  fee.  Telephone  hotline  support  will  be
complemented  by an  internet  site that  provides  an  interactive  forum and a
repository for technical tips and skills.

internetQueryObject Corporation

         The Company formed IQO in March 1999 and in April 2000 IQO  consummated
a private  placement of units  consisting of Series A Preferred Stock and Common
Stock  Purchase  Warrants.  As of  March  23,  2001,  the  Company  owns all the
outstanding  IQO Common  Stock.  Assuming the  conversion of all of the Series A
Preferred  Stock  into  Common  Stock,  the  Company  would  own  53.3%  of  the
outstanding IQO Common Stock.

         In March 2000, IQO and the Company  entered into a exclusive  licensing
agreement,  with a stated term through  December 31, 2005 (the  "License  Term")
under  which IQO was  granted  the  exclusive  license to resell  the  Company's
database,  data  streaming and data  distribution  technology to Internet  based
businesses.  For  calendar  years 2000 and 2001,  IQO is obligated to pay to the
Company a Percentage Royalty as follows; 20% on the first $1,000,000 of Adjusted
Net Sales (as defined), 18% on Adjusted Net Sales from $1,000,001 to $2,000,000,
15% on Adjusted Net Sales from $2,000,001 to $5,000,000, and 12% on Adjusted Net
Sales  over  $5,000,000.  The  Company  and IQO will use their  best  efforts to
renegotiate these royalty rates for calendar years 2002 and beyond. In the event
that the Company and IQO are unable to agree on Percentage Royalty rates for the
remaining  License Term, the Percentage  Royalty rates will remain the same. IQO
must  also pay to the  Company  fees in an  amount  equal to 25% of its  revenue
derived  from  the  sale  of  maintenance  services  relating  to  the  licensed
technology to its customers.

         IQO has developed and will develop  applications  that capture,  store,
manage,  distribute and analyze data for CRM (Customer Relationship Management).
IQO's product,  CustomerView, is a turnkey analytical application for the retail
industry.  Its particular  focus is on optimizing the buying decisions of retail
chains  to best  meet  the  demand  needs of their  customers  while  maximizing
customer retention and stimulation.  CustomerView seeks to differentiate  itself
from its  competitors by focusing on the planning  aspects of store buying based
on customer  profiles  rather than on sales volume.  IQO offers  CustomerView as
both an installable product and as an ASP offering.

          To date, IQO has generated limited revenue.  There can be no assurance
of market  acceptance by Internet- based  businesses of the Company's  database,
data streaming and data distribution technology.

Research and Development

         The Company  believes that its future success will depend in large part
on its ability to maintain and enhance its  leadership in business  intelligence
software  technology  and develop new products  that meet an expanding  range of
customer  requirements.  The Company's research and development  organization is
divided into teams  consisting of  development  engineers and quality  assurance
engineers.  The market  addressed  by the Company is very  sensitive  to product
quality and therefore the process is aimed at continuous  improvement of product
quality.   The  product   definition  is  based  upon  a  consolidation  of  the
requirements   from  existing   customers,   from  technical  support  and  from
engineering.  These are prioritized by the Company's  management to fit business
priorities and to meet the Company's vision.


                                       -8-




         The  market  for the  Company's  software  is  characterized  by  rapid
technological  change,  frequent new product introductions and evolving industry
standards.  The  introduction  of products  embodying new  technologies  and the
emergence of new industry  standards can render existing  products  obsolete and
unmarketable. Therefore, the life cycles of the Company's products are difficult
to  estimate.  The  Company's  future  success  will  depend upon its ability to
enhance on a timely  basis its  current  products,  develop  and  introduce  new
products that keep pace with  technological  developments and emerging  industry
standards and address the increasingly sophisticated needs of its customers.

         The  Company  utilizes  independent  contractors  located  in Europe to
assist in development activities. During 2000 and 1999, research and development
expenses were  $2,751,038  and  $2,282,910  or 160% and 129% of total  revenues,
respectively.  The Company  will  continue to commit  substantial  resources  to
research and development in the future.

Proprietary Rights

         The  Company  relies  primarily  on  a  combination  of  copyright  and
trademark  laws,  trade  secrets,  confidentiality  procedures  and  contractual
provisions  to protect its  proprietary  rights.  The Company also believes that
factors such as the  technological  and creative  skills of its  personnel,  new
product  developments,  frequent  product  enhancements,  name  recognition  and
reliable  product  maintenance are essential in  establishing  and maintaining a
technology  leadership  position.  The Company  seeks to protect  its  software,
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection.

         The Company currently has several registered  trademarks,  and may seek
additional  legal  protection for its products and trade names.  The Company has
invested  substantial  resources in  registering  the  trademarks and developing
branded  products and product  lines.  There can be no assurance  that the steps
taken by the  Company to protect  these  intellectual  property  assets  will be
sufficient  to deter  misappropriation.  Failure to protect  these  intellectual
property assets could have a material  adverse effect on the Company's  business
operations.  Moreover, although the Company is not aware of any lawsuit alleging
the Company's  infringement of  intellectual  property  rights,  there can be no
assurance  that any such  lawsuit  will not be filed  against the Company in the
future or, if such lawsuit is filed, that the Company would ultimately prevail.

         While the Company has applied for a patent for its  internet  streaming
technology, the Company is unable to predict whether it will receive such patent
and the Company  currently has no other United States  patents or  corresponding
patent applications  pending elsewhere.  Furthermore,  there can be no assurance
that others will not  develop  technologies  that are similar or superior to the
Company's  technology  or design  around  any  patents  that may be owned in the
future by the Company.  Despite the Company's efforts to protect its proprietary
rights,  unauthorized  parties may attempt to copy aspects of its products or to
obtain and use information that it regards as proprietary. Policing unauthorized
use of the Company's  products is difficult,  and while the Company is unable to
determine the extent to which piracy of its software  products exists,  software
piracy can be expected to be a persistent problem. In addition, the laws of some
foreign countries do not protect the Company's proprietary rights as fully as do
the laws of the United  States.  There can be no  assurance  that the  Company's
means of protecting its  proprietary  rights in the United States or abroad will
be  adequate  or  that  competitors  will  not  independently   develop  similar
technology.  The Company has entered into source code escrow  agreements  with a
limited number of its customers and VARs requiring  release of source code. Such
agreements provide that such parties will have a limited, non-exclusive right to
use such code in the event that there is a bankruptcy  proceeding  by or against
the  Company,  if the Company  ceases to do business or if the Company  fails to
meet its contractual obligations.  The provision of source code may increase the
likelihood of misappropriation by third parties.

         The Company is not aware that it is infringing any  proprietary  rights
of third parties.  There can be no assurance,  however,  that third parties will
not claim  infringement  by the Company  with respect to  QueryObject  System or
enhancements  thereto. The Company expects that software product developers will
increasingly  be subject to  infringement  claims as the number of products  and
competitors in the Company's industry segment grows and the


                                       -9-




functionality  of products in different  industry  segments  overlaps.  Any such
claims,  with or without  merit,  could be time  consuming to defend,  result in
costly litigation,  divert management's  attention and resources,  cause product
shipment  delays and  require  the  Company to enter into  royalty or  licensing
agreements.  Such  royalty or  licensing  agreements,  if  required,  may not be
available  on terms  acceptable  to the  Company,  if at all.  In the event of a
successful  claim of product  infringement  against  the  Company and failure or
inability  of the Company to license the  infringed or similar  technology,  the
Company's   business,   operating  results  and  financial  condition  could  be
materially adversely affected.

Competition

         The market in which the  Company  competes  is  intensely  competitive,
highly fragmented and characterized by rapidly changing technology and a lack of
standards.  The Company's current and prospective competitors offer a variety of
multidimensional  data mart software  solutions  and generally  fall within five
categories:  (i) vendors of relational  database  products  sold for  analytical
(data warehouse and data mart) purposes such as Oracle,  Informix,  Sybase,  and
Microsoft;  (ii) vendors of multidimensional database and analysis software such
as  Hyperion   (Essbase)  and  Microsoft  (OLAP  Services);   (iii)  vendors  of
OLAP/relational  database  software  such  as  Informix  (Red  Brick),  Computer
Associates (Decision Suite) and Chrystal Decisions (Holos); (iv)vendors of query
acceleration  products such as Nucleus (Sand Technology) and IQ (Sybase);and (v)
vendors  of  vertical   software   applications   for  budgeting  and  financial
consolidation,  such as Hyperion Software Corporation  (Hyperion and FYPlan) and
consulting vendors such as Accenture, formerly known as Andersen Consulting, and
Deloitte & Touche, who focus on customer applications in the telecommunications,
banking, insurance and retail industries.

         The Company  has  experienced  and  expects to  continue to  experience
increased competition from current and potential competitors,  many of whom have
significantly greater financial,  technical,  marketing and other resources than
the  Company.  Such  competitors  may be able to respond  more quickly to new or
emerging  technologies  and changes in customer  requirements  or devote greater
resources to the  development,  promotion  and sales of their  products than the
Company.  Also, certain current and potential  competitors may have greater name
recognition  or more extensive  customer bases that could be leveraged,  thereby
gaining market share to the Company's detriment.  The Company expects additional
competition  as other  established  and emerging  companies  enter into the OLAP
software  market and new products and  technologies  are  introduced.  Increased
competition  could result in price  reductions,  fewer customer orders,  reduced
gross margins and loss of market share, any of which would materially  adversely
affect the Company's business, operating results and financial condition.

         Current and potential  competitors  may make strategic  acquisitions or
establish  cooperative  relationships  among  themselves or with third  parties,
thereby  increasing  the  ability of their  products to address the needs of the
Company's  prospective  customers.  The  Company's  current  or future  indirect
channel  partners  may  establish  cooperative  relationships  with  current  or
potential competitors of the Company,  thereby limiting the Company's ability to
sell its products through particular distribution channels.  Accordingly,  it is
possible that new competitors or alliances among current and new competitors may
emerge and  rapidly  gain  significant  market  share.  Such  competition  could
materially  adversely  affect the Company's  ability to obtain new contracts and
maintenance  and support  renewals for existing  contracts on terms favorable to
the Company.  Further,  competitive  pressures may require the Company to reduce
the price of QueryObject  System,  which would  materially  adversely affect the
Company's business,  operating results and financial condition.  There can be no
assurance that the Company will be able to compete  successfully against current
and future  competitors,  and the failure to do so would have a material adverse
effect upon its business, operating results and financial condition.

         The Company competes on the basis of certain factors, including product
quality, first-to-market product capabilities,  product performance, ease of use
and customer support.  The Company believes it presently competes favorably with
respect  to each of  these  factors.  However,  the  Company's  market  is still
evolving and there can be no assurance  that the Company will be able to compete
successfully  against  current and future  competitors  and the failure to do so
successfully  will  have a  material  adverse  affect  upon  the  its  business,
operating results and financial condition.



                                      -10-




Employees

         As of  December  31,  2000,  the  Company  had a total of 56 full  time
employees  (of which 16 are  employed  by IQO),  including  19 in  research  and
development  (of which four are employed by IQO),  32 in sales and marketing and
related  customer support services (of which 11 are employed by IQO) and five in
administration  (of  which  one is  employed  by  IQO).  None  of the  Company's
employees is  represented  by a  collective  bargaining  agreement,  nor has the
Company experienced any work stoppage.  The Company considers its relations with
its employees to be good.

         The Company's future operating  results depend in significant part upon
the continued service of its key technical and senior management personnel.  The
Company's  future success also depends on its continuing  ability to attract and
retain highly qualified technical and managerial personnel. Competition for such
personnel is intense, and there can be no assurance that the Company will retain
its key  managerial  or technical  personnel  or attract  such  personnel in the
future.  The  Company  has at times  experienced  and  continues  to  experience
difficulty in recruiting  qualified personnel and there can be no assurance that
the Company will not experience such  difficulties  in the future.  The Company,
either directly or through personnel search firms,  actively recruits  qualified
research  and  development,  financial  and sales  personnel.  If the Company is
unable to hire and retain  qualified  personnel  in the future,  such  inability
could have a material  adverse  effect on its  business,  operating  results and
financial condition.



                                      -11-




         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                        QueryObject Systems Corporation


Dated: June 15, 2001                    By: /s/ Daniel Pess
                                            ---------------------------------
                                            Daniel Pess
                                            Executive Vice President
                                            and Chief Financial Officer`