<PAGE>   1


                     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, 2000.

( )   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 7, 2000


         Transitional Small Business Disclosure Format (Alternative 2):
                                 Yes  X   No
                                     ---     ---




<PAGE>   2
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                           CAPRI CORP. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheet
                               September 30, 2000
                                   (Unaudited)



ASSETS

Current assets:
    Cash and cash equivalents                                      $ 1,750,449
    Trade receivables, net of allowance for                          2,019,516
       doubtful accounts of $50,894
    Prepaid income taxes                                               105,924
    Other current assets                                               114,296
                                                                   -----------

       Total current assets                                          3,990,185

Unamortized software development costs                                 830,495
Fixed assets, net of accumulated depreciation of $419,384              711,464
Other assets, net of reserve for loss of $484,391                       95,241
                                                                   -----------

       Total assets                                                $ 5,627,385
                                                                   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Current Liabilities:
       Accounts payable and accrued expenses                       $   321,795
       Deferred sales                                                  814,300
       Other current liabilities                                         1,532
                                                                   -----------

          Total current liabilities                                  1,137,627

    Non-current liabilities:
       Accrued and deferred income taxes                               231,196
                                                                   -----------

          Total liabilities                                          1,368,823
                                                                   -----------

Stockholders' equity:
    Common stock                                                       129,081
    Additional paid in capital                                       1,307,010
    Retained earnings                                                2,934,762
    Accumulated other comprehensive income (loss):
       Foreign currency translation adjustments                       (112,291)
                                                                   -----------

          Total stockholders' equity                                 4,258,562
                                                                   -----------
          Total liabilities and
              stockholders' equity                                 $ 5,627,385
                                                                   ===========


See notes to condensed consolidated financial statements.


<PAGE>   3
                           CAPRI CORP. AND SUBSIDIARY
                 Condensed Consolidated Statements of Operations
             For the Three Months Ended September 30, 2000 and 1999
                                   (Unaudited)



                                                       THREE MONTHS ENDED
                                                  --------------------------
                                                      2000           1999
                                                  -----------    -----------
REVENUE:
    Software sales                                $   190,259    $   382,123
    Software maintenance                              546,584        370,819
    Other                                             454,875        378,853
                                                  -----------    -----------

       Total revenues                               1,191,718      1,131,795

COST OF REVENUES                                      663,348        437,551
                                                  -----------    -----------

          Gross profit                                528,370        694,244

OTHER OPERATING COST:
    Research and development                          112,929         87,626
    Selling and marketing                             283,493        218,353
    General and administrative                        512,755        319,489
                                                  -----------    -----------

          Operating income (loss)                    (380,807)        68,776
                                                  -----------    -----------

OTHER INCOME (EXPENSE):
    Interest income                                     7,832         20,751
    Other income/expense                              (78,767)           (38)
                                                  -----------    -----------

          Total income (expense)                      (70,935)        20,713
                                                  -----------    -----------

          Net income (loss) before income taxes      (451,742)        89,489

INCOME TAX EXPENSE (BENEFIT)                         (109,272)        17,000
                                                  -----------    -----------

          Net income (loss)                       $  (342,470)   $    72,489
                                                  ===========    ===========


EARNINGS (LOSS) PER SHARE:
    Basic                                         $     (0.03)   $      0.01
                                                  ===========    ===========

    Diluted                                       $     (0.03)   $      0.01
                                                  ===========    ===========

See notes to condensed consolidated financial statements.



<PAGE>   4


                           CAPRI CORP. AND SUBSIDIARY
           Condensed Consolidated Statements of Stockholders' Equity
             For the Three Months Ended September 30, 2000 and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           FOREIGN
                                                                             ADDITIONAL                    CURRENCY
                                                                 COMMON        PAID-IN       RETAINED     TRANSLATION
                                                   TOTAL          STOCK        CAPITAL       EARNINGS     ADJUSTMENTS
                                                -----------    -----------   -----------   -----------    -----------
<S>                                             <C>            <C>           <C>           <C>            <C>
Balance, July 1, 1999                           $ 3,521,204    $   122,853   $ 1,197,538   $ 2,269,577    $   (68,764)

Comprehensive income:
   Net income                                        72,489           --            --          72,489           --

   Other comprehensive income:
      Foreign currency translation adjustment        11,675           --            --            --           11,675
                                                -----------    -----------   -----------   -----------    -----------

          Total comprehensive income                 84,164           --            --          72,489         11,675
                                                -----------    -----------   -----------   -----------    -----------

Balance, September 30, 1999                     $ 3,605,368    $   122,853   $ 1,197,538   $ 2,342,066    $   (57,089)
                                                ===========    ===========   ===========   ===========    ===========


Balance, July 1, 2000                           $ 4,606,427    $   129,081   $ 1,307,010   $ 3,277,232    $  (106,896)

Comprehensive income (loss):
   Net loss                                        (342,470)          --            --        (342,470)          --

   Other comprehensive income (loss):
      Foreign currency translation adjustment        (5,395)          --            --            --           (5,395)
                                                -----------    -----------   -----------   -----------    -----------

          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)
                                                ===========    ===========   ===========   ===========    ===========

</TABLE>


See notes to condensed consolidated financial statements.


<PAGE>   5
                           CAPRI CORP. AND SUBSIDIARY
                 Condensed Consolidated Statements of Cash Flows
               For Three Months Ended September 30, 2000 and 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                     --------------------------
                                                                         2000           1999
                                                                     -----------    -----------

<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                $  (342,470)   $    72,489
                                                                     -----------    -----------
    Adjustments to reconcile net income (loss) to cash
      provided by (used in) operating activities:
       Depreciation and amortization                                      90,431         49,438
       Loss provisions                                                   103,840          6,000
       Foreign currency translation
         adjustment                                                       (5,395)        11,675
       (Increase) decrease in:
          Trade receivables                                             (118,321)        96,733
          Unamortized software
            development costs                                           (110,693)       (75,000)
          Other current assets                                           (42,021)        (2,056)
          Other assets                                                   (58,471)          --
       Increase (decrease) in:
          Accounts payable and accrued expenses                         (490,645)      (114,644)
          Deferred sales                                                (172,531)      (116,781)
          Other current liabilities                                        1,532           --
          Accrued and deferred income
              taxes payable                                             (707,439)       (98,000)
                                                                     -----------    -----------

          Total adjustments                                           (1,509,713)      (242,635)
                                                                     -----------    -----------

          Net cash provided by
           (used in) operating activities                             (1,852,183)      (170,146)
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of fixed assets                                            (165,240)       (70,732)
                                                                     -----------    -----------

          Net cash used in investing activities                         (165,240)       (70,732)
                                                                     -----------    -----------
          Net increase (decrease) in cash
             and cash equivalents                                     (2,017,423)      (240,878)

CASH AND CASH EQUIVALENTS:
    Beginning of period                                                3,767,872      1,769,628
                                                                     -----------    -----------

    End of period                                                    $ 1,750,449    $ 1,528,750
                                                                     ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid during the period for:
      Income taxes                                                   $   595,000    $   115,000
                                                                     ===========    ===========
</TABLE>



See notes to condensed consolidated financial statements.


<PAGE>   6


                          CAPRI CORP. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements


1.   BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements include the accounts
of Capri Corp. and its wholly-owned subsidiary Cimnet Systems, Inc. ("the
Company"), after eliminating material intercompany 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, 2000. 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.

Use of Estimates

Preparation of the Company's financial statements requires management to make
estimates and assumptions that affect reported amounts of assets and liabilities
and related revenues and expenses. Actual results could differ from the
estimates used by management.


2.   SELECTED SIGNIFICANT ACCOUNTING POLICIES

Software development costs

The Company accounts for its software development costs in accordance with
Statement of Financial Accounting Standards (SFAS) No. 86, "Accounting for the
cost of computer software to be sold, leased, or marketed". Initial costs are
charged to operations as research and development until such time as the Company
has established technological feasibility of the computer software product.
Technological feasibility is established when a product and detail program
design is complete, resources have been allocated to the project, the detail
program specifications are confirmed to be consistent with the product design
and the detail program design does not contain any high risk development issues.
Thereafter, the Company capitalizes certain payroll costs, payroll related
costs, outside contracted services and costs to obtain certain third-party
licenses associated with the development of the software program.


<PAGE>   7
Amortization of capitalized costs starts when the product is available for
general release to the public. The Company's policy is to amortize capitalized
costs by the greater of (a) the ratio that the current gross revenue for a
product bear to the total of current and anticipated future gross revenue for
that product, or (b) the straight-line method over the remaining estimated
economic life of the product including the period being reported upon.
Unamortized software costs are carried at the lower of book value or the net
realizable value, as determined by management.

Revenue recognition

The Company recognizes revenue from software using the provisions of the
American Institute of Certified Public Accountants (AICPA) Statement of Position
(SOP) 97-2, "Software Revenue Recognition" and Statement of Position (SOP) 98-9,
"Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain
Transactions". Under these provisions, revenue from software sales is recognized
when all of the following criteria are met: pervasive evidence of an arrangement
exists, delivery of the software has occurred, the fee is fixed or determinable,
and collectibility is probable.

The Company has identified the elements that may exist within a sales
arrangement as software, software maintenance, hardware and services. The
Company uses vendor specific objective evidence ("VSOE") to determine the fair
value to assign to the software maintenance, hardware and service elements when
it exist within the sales arrangement. VSOE is established by using the price
the Company charges other customers when the same element is sold separately.
The Company uses the residual method to determine the value of the sale
arrangement to assign to the software sale. Under this method, all other
elements within the sales arrangement are identified and valued using VSOE. The
total of all the identified elements are pulled-out of the total sales
arrangement value and the remaining amount is assigned to the software.

Revenue from software sales is recognized when the software is delivered and has
been installed onto the customer's computer. In the event a customer is granted
a right to return the software, recognition of revenue is deferred until such
time as the right to return expires.

Software maintenance is charged to the customer as an annual fee, based on a
predetermined percentage of the original software costs and is recognized
monthly, on a straight-line basis. Maintenance is usually billed to the customer
quarterly and continues to be provided to the customer for as long as they pay
for the maintenance.

Other revenue includes revenue from the sale of hardware and other services,
such as installation, implementation, training or customization and is
recognized at the time the product or service is delivered.


<PAGE>   8
3.   EARNINGS PER SHARE

Basic earnings per share is calculated using the weighted average number of
shares outstanding during the period. Diluted earnings per share is computed on
the basis of the weighted average number of common shares outstanding plus the
diluted effect of shares associated with the common stock option plan, treated
as if they were exercised.

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                               ------------------
                                                September 30, 2000         September 30, 1999
                                                ------------------         ------------------
<S>                                                 <C>                        <C>
      Net income (loss)                             $  (342,470)               $    72,489
                                                    ===========                ===========
      Weighted average shares outstanding
                                                     12,908,091                 12,285,257

      Dilutive effect of the common stock
      option plan                                       714,667                    977,501
                                                    -----------                -----------

      Diluted shares outstanding                     13,622,758                 13,262,758
                                                    ===========                ===========
      Basic earnings per share                      $     (0.03)               $      0.01
      Diluted earnings per share                    $     (0.03)               $      0.01

</TABLE>


4.   SEGMENT INFORMATION

The Company has adopted Statement of Financial Accounting Standards (SFAS) No.
131, "Disclosures about Segments of an Enterprise and Related Information". The
Company's chief operating decision-makers recognize that all revenue sources are
dependent on the sale of its software product, Paradigm(R). Accordingly, the
Company considers it has only one business segment.


5. AVAILABLE LINE OF CREDIT

On October 30, 2000 the Company amended the revolving credit agreement with
American National Bank and Trust Company of Chicago, dated October 30, 1999
which provides an open line of credit of up to five hundred thousand dollars


<PAGE>   9


($500,000). This line of credit, which expires on October 31, 2001, provides for
interest at one percent over the published prime rate of the bank on funds used,
and is secured by the assets (excluding intellectual property) of the Company
and its domestic subsidiary. As of September 30, 2000, the Company has utilized
$160,000 of the line in the form of an irrevocable letter of credit issued as
security against renovations to the Company's new headquarters location.
Assuming no events of default occur, the letter automatically reduces by $40,000
every six months, and fully expires in 2002.




<PAGE>   10


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

         The Registrant relied upon Alternative 2 in its registration statement
filed on Form 10-SB. 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

              Ex. 27   Financial Data Schedule

       (b)    Reports on Form 8-K

              None.


<PAGE>   11


                                   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, 2000
                                  By:/s/ Mehul J. Dave
                                     -------------------------------------------
                                     Mehul J. Dave, Chairman of the Board,
                                     President and Chief Executive Officer
                                     (Principal Financial Officer)