<PAGE>

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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    ---------

                                   FORM 10-QSB


 (X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

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

                         Commission file number: 0-28511

                                   CAPRI CORP.
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                     MINNESOTA                         41-1704533
          (State or Other Jurisdiction of           (I.R.S. Employer
           Incorporation or Organization)          Identification No.)


         2651 WARRENVILLE ROAD, SUITE 560, DOWNERS GROVE, ILLINOIS 60515
                    (Address of Principal Executive Offices)

                                 (630) 874-5500
                (Issuer's Telephone Number, Including Area Code)


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

                               Yes   X    No
                                    ---      ---

The registrant has a single class of common stock, of which there are 12,908,091
shares issued and outstanding as of November 1, 2001


Transitional Small Business Disclosure Format (Alternative 2):

                               Yes   X    No
                                    ---      ---

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<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS



                                       2
<PAGE>


                          CAPRI CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                               September 30, 2001
                                   (Unaudited)

<TABLE>
<S>                                                                            <C>
ASSETS

Current Assets:
  Cash and Cash Equivalents                                                    $  691,272
  Trade Receivables, Net of Allowance for                                       2,090,131
    Doubtful Accounts of $94,200
  Recoverable Income Taxes                                                      1,169,259
  Other Current Assets                                                             88,630
                                                                               ----------
    Total Current Assets                                                        4,039,292

  Unamortized Software Development Costs                                        1,140,750
  Fixed Assets, Net of Accumulated Depreciation of $627,061                       670,984
  Other Assets                                                                     19,421
                                                                               ----------
    Total Assets                                                               $5,870,447
                                                                               ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Current Liabilities:
    Accounts Payable and Accrued Expenses                                      $  688,955
    Deferred Sales                                                                759,779
    Other Current Liabilities                                                      21,698
                                                                               ----------
    Total Current Liabilities                                                   1,470,432

    Non-Current Liabilities and Non-Current Deferred Income Taxes                 549,538
                                                                               ----------
    Total Liabilities                                                           2,019,970
                                                                               ----------
Stockholders' Equity:
  Common Stock                                                                    129,081
  Additional Paid in Capital                                                    1,307,010
  Retained Earnings                                                             2,558,851
  Accumulated Other Comprehensive Income (Loss):
    Foreign Currency Translation Adjustments                                     (144,465)
                                                                               ----------
  Total Stockholders' Equity                                                    3,850,477
                                                                               ----------
  Total Liabilities and Stockholders' Equity                                   $5,870,447
                                                                               ==========
</TABLE>



           See accompanying notes to Consolidated Financial Statements


                                       3
<PAGE>


                          CAPRI CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
             For the Three Months Ended September 30, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                             ---------------------------
                                                                2001             2000
                                                             ----------       ----------
<S>                                                          <C>              <C>
REVENUE:
   Software Sales                                            $  782,307       $  190,259
   Software Maintenance                                         590,579          546,584
   Other                                                        213,953          454,875
                                                             ----------       ----------
      Total Revenues                                          1,586,839        1,191,718

COST OF REVENUES:                                               513,439          663,348
                                                             ----------       ----------
      Gross Profit                                            1,073,400          528,370

OTHER OPERATING COST:
   Research and Development                                      91,174          112,929
   Selling and Marketing                                        286,096          283,493
   General and Administrative                                   585,828          512,755
                                                             ----------       ----------
      Operating Income (Loss)                                   110,302         (380,807)
                                                             ----------       ----------
OTHER INCOME (EXPENSE):
   Interest Income                                                2,928            7,832
   Other Income/Expense                                           2,212          (78,767)
                                                             ----------       ----------
      Total Income (Expense)                                      5,140          (70,935)
                                                             ----------       ----------
      Net Income (Loss) Before Income Taxes                     115,442         (451,742)

INCOME TAX BENEFIT                                               63,180          109,272
                                                             ----------       ----------
   Net Income (Loss)                                         $  178,622       $ (342,470)
                                                             ==========       ==========
EARNINGS (LOSS) PER SHARE:

   Basic                                                     $     0.01       $    (0.03)
                                                             ==========       ==========
   Diluted                                                   $     0.01       $    (0.03)
                                                             ==========       ==========
</TABLE>


           See accompanying notes to Consolidated Financial Statements


                                       4
<PAGE>


                          CAPRI CORP. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity
             For the Three Months Ended September 30, 2001 and 2000
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                                          Accumulated
                                                                            Additional                      Other
                                                                Common       Paid-In      Retained       Comprehensive
                                                  Total         Stock        Capital      Earnings          Income
                                                ----------     --------     ----------   ----------      -------------
<S>                                             <C>            <C>          <C>          <C>              <C>
Balance July 1, 2000                            $4,606,427     $129,081     $1,307,010   $3,277,232       $ (106,896)

Comprehensive Loss:
   Net Loss                                       (342,470)           -              -     (342,470)               -
Other Comprehensive Loss:
   Foreign Currency Translation                     (5,395)           -              -            -           (5,395)
      Adjustment                                ----------     --------     ----------   ----------        ---------

Total Comprehensive Loss                          (347,865)           -              -     (342,470)          (5,395)
                                                ----------     --------     ----------   ----------        ---------

Balance September 30, 2000                      $4,258,562     $129,081     $1,307,010   $2,934,762        $(112,291)
                                                ==========     ========     ==========   ==========        =========

Balance July 1, 2001                            $3,674,653     $129,081     $1,307,010   $2,380,229        $(141,667)

Comprehensive Income (Loss):
   Net Income                                      178,622            -              -      178,622                -
Other Comprehensive Loss:
   Foreign Currency Translation                     (2,798)           -              -            -           (2,798)
      Adjustment                                ----------     --------     ----------   ----------        ---------

Total Comprehensive Income                         175,824            -              -      178,622           (2,798)
                                                ----------     --------     ----------   ----------        ---------
Balance September 30, 2001                      $3,850,477     $129,081     $1,307,010   $2,558,851        $(144,465)
                                                ==========     ========     ==========   ==========        =========
</TABLE>


           See accompanying notes to Consolidated Financial Statements



                                       5
<PAGE>

                          CAPRI CORP. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                or Three Months Ended September 30, 2001 and 2000
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                          2001                  2000
                                                                       ---------             -----------
<S>                                                                    <C>                   <C>
Cash Flows From Operating Activities:
Net Income (Loss)                                                      $ 178,622             $  (342,470)
                                                                       ---------             -----------
Adjustments to Reconcile Net (Loss) Income
  to Net Cash Provided by (Used in) Operating Activities:
    Depreciation and Amortization                                        132,254                  90,431
    Loss Provisions                                                       30,000                 103,840
    Deferred Income Taxes                                                  8,002                (601,515)
  (Increase) Decrease in:
    Accounts Receivables                                                  (1,400)               (118,321)
    Recoverable Income Taxes                                             (83,680)               (105,924)
    Unamortized Software Development Costs                              (137,764)               (110,693)
    Other Current Assets                                                  17,044                 (42,021)
    Other Assets                                                             178                 (58,471)
  (Increase) Decrease in:
    Accounts Payable                                                     (69,934)               (170,018)
    Deferred Revenue                                                     116,391                (172,531)
    Accrued Expenses                                                      84,821                (320,627)
    Other Current Liabilities                                              1,013                   1,532
    Income Taxes Payable                                                       -                       -
                                                                       ---------             -----------
Total Adjustments                                                         96,925              (1,504,318)

      Net Cash Provided by (Used in) Operating Activities                275,547              (1,846,788)
                                                                       ---------             -----------
Cash Flows From Investing Activities:
  Expenditures for Property, Plant & Equipment                           (24,120)               (165,240)
                                                                       ---------             -----------
      Net Cash Used in Investing Activities                              (24,120)               (165,240)
                                                                       ---------             -----------
Cumulative Effect of Foreign Currency Translation
  Adjustment                                                              (2,798)                 (5,395)
                                                                       ---------             -----------
      Net Increase (Decrease) in Cash and
        Cash Equivalents                                                 248,629              (2,017,423)

Cash and Cash Equivalents, Beginning of Period                           442,643               3,767,872
                                                                       ---------             -----------
Cash and Cash Equivalents, End of Period                               $ 691,272             $ 1,750,449
                                                                       =========             ===========
</TABLE>


           See accompanying notes to Consolidated Financial Statements



                                       6
<PAGE>


Note 1:  Summary of Selected Significant Accounting Policies

         Principles of Consolidation

         The unaudited condensed consolidated financial statements include the
         accounts of Capri Corp. (the "Company") and its consolidated
         wholly-owned subsidiaries, after eliminating material inter-company
         balances and transactions. These statements and related notes have been
         prepared pursuant to the rules and regulations of the U.S. Securities
         and Exchange Commission. Accordingly, certain information and footnote
         disclosures normally included in the financial statements prepared in
         accordance with generally accepted accounting principles have been
         omitted pursuant to such rules and regulations. The accompanying
         condensed consolidated financial statements and related notes should be
         read in conjunction with the audited financial statements of the
         Company, and notes thereto, for the fiscal year ended June 30, 2001.
         The following information reflects, in the opinion of management, all
         adjustments, consisting of normal recurring accruals, necessary for a
         fair presentation of the interim period results. Operating results for
         interim periods are not necessarily indicative of results which may be
         expected for the year as a whole.

         Management's Estimates

         The preparation of consolidated 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 consolidated financial statements and the reported
         amounts of revenues and expenses during the reporting period. Actual
         results could differ from the estimates.

         Nature of Operations

         The Company's operating subsidiaries are in the business of developing
         computer software and then licensing the rights for the use of its
         software product. In addition, the subsidiaries distribute certain
         computer hardware and provide technical support and training for their
         software product. The computer software is primarily designed for
         companies engaged in the manufacture of printed circuit boards. The
         subsidiaries grant credit to their customers who are located throughout
         the world.


         Basic and Diluted Earnings (Loss) Per Share

         Basic earnings (loss) per share is computed by dividing income (loss)
         available to common shareholders by the weighted-average number of
         common shares outstanding. Diluted earnings per share follows the
         computation of basic earnings per share and gives effect to all
         dilutive potential common shares that were outstanding during the year.
         For the quarter ended September 30, 2001 and 2000, outstanding common
         stock options of 714,667 have been excluded from the computation as
         their effect would be anti-dilutive.



                                       7
<PAGE>

         A reconciliation of net income (loss) and shares outstanding relating
         to the calculation of basic and diluted earnings (loss) per share
         follows:

<TABLE>
<CAPTION>
                                                                                   Weighted
                                                                                    Average
                                                                   Net              Shares            Earnings
                                                                 Income           Outstanding         Per-Share
                                                                --------          -----------         ---------
         <S>                                                    <C>               <C>                   <C>
         For the Three Months Ended September 30, 2001:

         Basic and Diluted                                      $178,622          12,908,091            $ 0.01
                                                                ========          ==========            ======
</TABLE>


<TABLE>
<CAPTION>
                                                                                   Weighted
                                                                                    Average
                                                                   Net              Shares              Loss
                                                                  Loss            Outstanding         Per-Share
                                                                --------          -----------         ---------
         <S>                                                  <C>                 <C>                 <C>
         For the Three Months Ended September 30, 2000:

         Basic and Diluted                                    $(342,470)           12,908,091           $(0.03)
                                                              =========            ==========           ======
</TABLE>


         Recent Pronouncements

         In October 2001, the Financial Accounting Standards Board issued SFAS
         144 "Accounting for the Impairment or Disposal of Long-Lived Assets:
         ("FAS 144"). This Statement addresses financial accounting and
         reporting for the impairment or disposal of long-lived assets. This
         Statement supersedes FASB Statement No 121, Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to Be
         Disposed Of, and the accounting and reporting provisions of APB Opinion
         No. 30, Reporting the Results of Operations - Reporting the Effects of
         Disposal of a Segment of a Business, and Extraordinary, Unusual and
         Infrequently Occurring Events and Transactions, for the disposal of a
         segment of a business. The provisions of FAS 144 will be effective for
         fiscal years beginning after December 15, 2001. The Company is
         currently evaluating the implications of adoption of FAS 144 and
         anticipates adopting its provisions in fiscal year 2003.


Note 2.  Available Line of Credit

         During the quarter ended September 30, 2001, the Company had a
         revolving line of credit at American National Bank, which provided an
         open line of credit of up to five hundred thousand ($500,000). No
         amounts were outstanding under this agreement at September 30, 2001.

         Subsequent to September 30, 2001, American National Bank allowed this
         line of credit to expire as of October 31, 2001 and does not intend to
         renew the agreement. American National Bank has agreed to honor an
         irrevocable letter of credit totaling approximately $80,000 issued as
         security against renovations to the Company's headquarters location.
         Assuming no events of default in the lease occur, the letter
         automatically reduces by $40,000 every six months, and fully expires in
         2002.



                                       8
<PAGE>


Note 3.  Income Taxes

         The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                     2001                 2000
                                                                   --------            ---------
         <S>                                                       <C>                   <C>
         Income Tax Benefit (Expense):
           Current:
           Federal                                                 $  64,719           $ 137,790
           State                                                      13,020              18,410
           Foreign                                                  (11,731)              (2,915)
         Deferred and Non-current:
           Federal                                                   (2,296)             (39,613)
           State                                                       (532)              (4,400)
                                                                   --------            ---------
                                                                   $ 63,180            $ 109,272
                                                                   ========            =========
</TABLE>

         In fiscal 2000, The Company was a cash basis taxpayer. In fiscal 2001,
         The Company converted to an accrual basis taxpayer.

         A reconciliation of income taxes calculated using the Federal statutory
         income tax rate of 34% to the income taxes as reported in the
         consolidated statements of operations follows:


<TABLE>
<CAPTION>
                                                             2001        % of Pretax        2000        % of Pretax
                                                            Amount         Income          Amount         Income
                                                           --------      -----------      ---------     -----------
         <S>                                               <C>             <C>            <C>               <C>
         Income Tax Benefit (Expense) at the
           Federal Statutory Rate                          $(39,250)       (34.0%)        $ 153,592         34.0%

         State Income Tax Benefit (Expense),
           Net of Federal Benefit                            (5,553)        (4.8)            21,729          4.8

         Difference in Foreign Tax Rates                    109,769         95.1            (65,197)       (14.4)

         Other, Net                                          (1,786)        (1.5)              (852)        (0.2)
                                                           --------         ----          ---------         ----
                                                           $ 63,180         54.8%         $ 109,272         24.2%
                                                           ========         ====          =========         ====
</TABLE>

Note 4.  Stockholders' Equity

         The Company's certificate of incorporation authorizes 20,000,000 shares
         of common stock and 10,000,000 shares of undesignated stock, each with
         a par value of $.01. As of September 30, 2001 and 2000, there were
         12,908,091 shares of common stock issued and outstanding. There were no
         share of undesignated stock issued as of September 30, 2001 and 2000.



                                       9
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        The Registrant relied upon Alternative 2 in its annual report on Form
10-KSB for the fiscal year ended June 30, 2001. There is no information to
provide in response to Item 6(a)(3)(i) to Model B of Form 1-A.



                                     PART II
                                OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    (A) EXHIBITS

                                Index to Exhibits

<TABLE>
<CAPTION>
    Exhibit No.                    Description
    -----------                    -----------
       <S>          <C>
       2.1          Articles of Incorporation of Capri Corp. [Incorporated by
                    reference to Exhibit (2)(a) to the Company's Form 1-A
                    (SEC File No. 24-C-4467)]

       2.2          Bylaws of Capri Corp. [Incorporated by reference to
                    Exhibit (2)(b) to the Company's Form 1-A
                    (SEC File No. 24-C-4467)]

       3.1          Specimen Certificate for Common Stock [Incorporated by
                    reference to Exhibit (3) to the Company's Form 1-A
                    (SEC File No. 24-C-4467)]

       6.1          Stock Option Plan of Capri Corp. [Incorporated by reference
                    to Exhibit 6.1 to the Company's Registration Statement on
                    Form 10-SB (SEC File No. 0-28511)]

       6.2          Mehul J. Dave Employment Agreement [Incorporated by
                    reference to Exhibit 6.2 to the Company's Registration
                    Statement on Form 10-SB (SEC File No. 0-28511)]

       6.3          P. Balasubramanian Employment Agreement [Incorporated by
                    reference to Exhibit 6.3 to the Company's Registration
                    Statement on Form 10-SB (SEC File No. 0-28511)]

       6.4          David L. Harris Employment Agreement [Incorporated by
                    reference to Exhibit 6.4 to the Company's Registration
                    Statement on Form 10-SB (SEC File No. 0-28511)]

       6.5          Schedule A to Mehul J. Dave Employment Agreement
                    [Incorporated  by reference to Exhibit 6.5 to the Company's
                    Annual Report on Form 10-KSB for the fiscal year
                    ended June 30, 2000 (SEC File No. 0-28511)]

       6.6          Schedule A to P Balasubramanian Employment [Incorporated
                    by reference to Exhibit 6.6 to the Company's Annual Report
                    on Form 10-KSB for the fiscal year ended June 30, 2000
                    (SEC File No. 0-28511)]

       6.7          Promissory Note (Secured) by and among American National
                    Bank and Trust of Chicago, Capri Corp. and Cimnet dated
                    October 30,
</TABLE>



                                       10
<PAGE>

<TABLE>
<CAPTION>
    Exhibit No.                    Description
    -----------                    -----------
       <S>          <C>

                    1999 [Incorporated by reference to Exhibit 6.5 to the
                    Company's Registration Statement on Form 10-SB (SEC File
                    No. 0-28511)]

       6.8          Amendment to Stock Option Plan of Capri Corp. [Incorporated
                    by reference to Exhibit 6.6 to the  Company's  Registration
                    Statement on Form 10-SB (SEC File No. 0-28511)]
</TABLE>


    (B)  REPORTS ON FORM 8-K

         None.



                                       11
<PAGE>


                                   SIGNATURES

        In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                   CAPRI CORP.
                                   (Registrant)



Date: November 13, 2001


                                   By:         /s/ Mehul J. Dave
                                       ----------------------------------------
                                       Mehul J. Dave, Chairman of the Board,
                                       President and Chief Executive Officer
                                       (Principal Financial Officer)




                                       12