<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


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

For the quarter ended March 31, 2001
                      --------------
                                       or

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

For the transition period from             to
                               -----------    -----------

Commission File No. 1 - 1997
                    --------


                             GENESIS WORLDWIDE INC.
             (Exact name of registrant as specified in its charter)


Ohio                                                             34-4307810
---------------------------------                            -------------------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)


                    2600 Kettering Tower, Dayton, Ohio 45423
               --------------------------------------------------
               (Address of principal executive offices, zip code)


                                 (937) 910-9300
               ---------------------------------------------------
               (Registrant's telephone number including area code)


                                      N.A.
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


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
                                       ---     ---


The number of common shares outstanding as of May 4, 2001 was 3,785,696.
<PAGE>   2

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q



                                                                           PAGE
                                                                          NUMBER
                                                                          ------

PART 1.  FINANCIAL INFORMATION:

         ITEM 1. -- Condensed Consolidated Financial Statements:

           Balance Sheets -- March 31, 2001 and December 31, 2000            2


           Statements of Operations and Comprehensive Income --
           Quarters ended March 31, 2001 and 2000                            3


           Statements of Cash Flow -- Quarters ended
           March 31, 2001 and 2000                                           4

           Notes to Condensed Consolidated Financial Statements            5-6


         ITEM 2. -- Management's Discussion and Analysis
                    of Financial Condition and Results of
                    Operations                                             7-9

         ITEM 3. -- Quantitative and Qualitative Disclosure
                    About Market Risk                                      10


PART II. OTHER INFORMATION:

         ITEM 1.-5. Inapplicable                                           11

         ITEM 6.    Exhibits and Reports on Form 8-K                       11



                                       1
<PAGE>   3

PART 1 -- FINANCIAL INFORMATION

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                            CONDENSED BALANCE SHEETS
                                 (In thousands)

                                                          March 31   December 31
                                                            2001         2000
                                                            ----         ----
                                                        (Unaudited)

Current assets:
  Cash                                                   $     881    $     935
  Restricted cash                                                           420
  Accounts receivable                                       16,194       18,359
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                        8,032       10,424
  Inventories                                               10,799       10,806
  Prepaid and other expenses                                 1,872        2,157
                                                         ---------    ---------
      Current assets                                        37,778       43,101

Property, plant & equipment -- net                          27,525       28,272
Prepaid pension costs                                        7,011        6,895
Goodwill and other intangible assets                        58,327       59,211
Restricted investment                                        3,879        3,906
Other assets                                                 1,596        2,803
                                                         ---------    ---------
                                                         $ 136,116    $ 144,188
                                                         =========    =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
  Current portion of long-term debt                      $   9,300    $   7,450
  Accounts payable                                          15,958       21,339
  Accrued liabilities                                       15,521       12,865
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                        4,801        7,669
  Long-term senior debt, currently payable                  64,890       64,601
  Long-term subordinated debt, currently payable            12,564       12,275
                                                         ---------    ---------
      Current liabilities                                  123,034      126,199

Pension and postretirement benefits                          4,645        4,389
Other long-term liabilities                                    952          972
                                                         ---------    ---------
      Total liabilities                                    128,631      131,560
                                                         ---------    ---------

Shareholders equity:
  Preferred stock                                               14           14
  Common stock                                               9,798        9,798
  Unearned compensation, restricted stock                       (1)          (4)
  Retained earnings (deficit)                                 (813)       3,227
  Accumulated other comprehensive income                    (1,513)        (407)
                                                         ---------    ---------
                                                             7,485       12,628
                                                         ---------    ---------
                                                         $ 136,116    $ 144,188
                                                         =========    =========

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



                                       2
<PAGE>   4

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
           CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                    (In thousands, except per share amounts)


                                                             (Unaudited)
                                                        Quarter Ended March 31
                                                        ----------------------
                                                          2001           2000
                                                          ----           ----

Net sales                                               $ 28,174       $ 33,383

Operating costs and expenses:
  Cost of sales                                           22,910         26,057
  Selling, general and administrative                      5,154          6,299
  Amortization of goodwill                                   792            832
                                                        --------       --------
Operating income (loss)                                     (682)           195

Other income (expense):
  Interest expense                                        (2,271)        (2,301)
  Interest income                                             32             33
  Loss on disposal of property                            (1,170)
  Other income (expense)                                      52            168
                                                        --------       --------
Income (loss)  before income taxes                        (4,039)        (1,905)

Income tax (provision) benefit                                               91
                                                        --------       --------
Income (loss) from continuing operations                  (4,039)        (1,814)

Income (loss) from operations of discontinued
  segments, net of income tax provision of
  $18 in 2000                                                               (32)
                                                        --------       --------
Net income (loss)                                         (4,039)        (1,846)

Other comprehensive income (loss):
  Foreign currency translation adjustments                  (139)            (2)
  Interest rate hedge                                       (338)
  Cumulative effect of change in accounting
    principle                                               (629)
                                                        --------       --------
Comprehensive income (loss)                             $ (5,145)      $ (1,848)
                                                        ========       ========

Average common shares outstanding:
  Basic                                                    3,786          4,283
  Diluted                                                  3,786          4,283
Earnings loss per common share,
  basic and diluted:
  Continuing operations                                 $  (1.07)      $   (.42)
  Discontinued operations                                                  (.01)
                                                        --------       --------
Net earnings (loss)                                     $  (1.07)      $   (.43)
                                                        ========       ========

Dividends per share:
  Preferred                                                            $    .45


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



                                       3
<PAGE>   5

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                       CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                               (Unaudited)
                                                          Quarter Ended March 31
                                                          ----------------------
                                                            2001         2000
                                                            ----         ----

Cash flow from operating activities:
  Net income (loss)                                       $ (4,039)    $ (1,846)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Loss from discontinued operations                                      50
       Depreciation and amortization                         1,802        1,767
       Equity in loss of affiliates                                         210
       Prepaid pension cost                                    151           35
       Deferred tax benefit                                                (109)
       Loss on sale of fixed assets                          1,170           11
       Gain from pension plan reversion                                  (3,132)

  Changes in operating assets and liabilities
    excluding effect of discontinued operation:
      Accounts receivable                                    1,549       (4,982)
      Inventories                                                7          (87)
      Cost and estimated earnings in excess of
        billings on uncompleted contracts                    3,009         (738)
      Billings in excess of costs and estimated earnings
        on uncompleted contracts                            (2,868)       4,848
      Other assets                                             285          (40)
      Accounts payable                                      (5,381)      (2,064)
      Accrued liabilities                                    2,095        1,343
                                                          --------     --------
  Net cash provided by (used in) operating activities       (2,220)      (4,734)
                                                          --------     --------
Cash flows from investing activities:
  Capital expenditures                                        (169)      (1,794)
  Proceeds from sale of division                                          8,334
  Proceeds from pension plan reversion                                   14,086
  Other, net                                                  (102)         368
                                                          --------     --------
  Net cash provided by (used in) investing activities         (271)     20, 994
                                                          --------     --------

Cash flows from financing activities:
  Dividends paid                                                             (7)
  Issuance of stock                                              3           12
  Decrease in restricted cash                                  420
  Proceeds from long-term borrowings                         9,770       11,812
  Repayments of long-term borrowings                        (7,620)     (28,000)
                                                          --------     --------
  Net cash provided by (used in) financing activities        2,573      (16,183)
                                                          --------     --------

Effect of exchange rates on cash                              (132)          21
                                                          --------     --------
Net cash provided by (used in) continuing operations           (50)          98
Net cash provided by (used in) discontinued operations          (4)        (533)
Cash, beginning of period                                      935          559
                                                          --------     --------
Cash,  end of period                                      $    881     $    124
                                                          ========     ========


               The accompanying notes are an integral part of the
                        consolidated financial statements



                                       4
<PAGE>   6


                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                      QUARTER ENDED MARCH 31, 2001 AND 2000
                     (in thousands except per share amounts)



1. FINANCIAL STATEMENTS
   --------------------

   The accompanying condensed consolidated financial statements have been
   prepared by Genesis Worldwide Inc. (Genesis or the Company) without audit
   pursuant to the rules and regulations of the Securities and Exchange
   Commission and, in the opinion of management, include all adjustments
   consisting only of normal recurring adjustments necessary for a fair
   presentation of the consolidated results of operations, financial position,
   and cash flows for each period presented. The consolidated results for
   interim periods are not necessarily indicative of results to be expected for
   the full year. These financial statements should be read in conjunction with
   the Company's 2000 Annual Report to Shareholders, Form 10-K for the year
   ended December 31, 2000.

   Certain prior year amounts have been reclassified to conform to the 2001
   presentation.


2. FAS 133
   -------

   The Company adopted Statement of Financial Accounting Standards No. 133
   ("SFAS 13"), "Accounting for Derivative Instruments and Hedging Activities",
   on January 1, 2001. In accordance with the transition provisions of SFAS 133,
   the Company recorded a cumulative-effect-type adjustment of $(629) in
   accumulated other comprehensive income to recognize at fair value its
   interest rape swap contract derivative (the "instrument") that is designated
   as a cash-flow hedging instrument. As the instrument was previously not
   recorded in the consolidated financial statements, there were no previously
   deferred amounts.

   All derivatives are recognized on the balance sheet at their fair value. On
   the date the derivative contract is entered into, the Company designates the
   derivative as (1) a hedge of the fair value of a recognized asset or
   liability or of an unrecognized firm commitment ("fair value" hedge), (2) a
   hedge of a forecasted transaction or of the variability of cash flows to be
   received or paid related to a recognized asset or liability ("cash flow"
   hedge), (3) a foreign-currency fair-value or cash-flow hedge ("foreign
   currency" hedge), (4) a hedge of a net investment in a foreign operation, or
   (5) "held for trading" ("trading" instruments). Changes in the fair value of
   a derivative that is highly effective as, and that is designated and
   qualifies, as a fair-value hedge, along with the loss or gain on the hedged
   asset or liability that is attributable to the hedged risk (including losses
   or gains on firm commitments), are recorded in current-period earnings.
   Changes in the fair value of a derivative that is highly effective as, and
   that is designated and qualifies as, a cash-flow hedge are recorded in other
   comprehensive income, until earnings are affected by the variability of cash
   flows (e.g., when periodic settlements on a variable-rate asset or liability
   are recorded in earnings). Changes in the fair value of derivative trading
   instruments are reported in current-period earnings.

   The Company formally documents all relationships between hedging instruments
   and hedged items, as well as its risk-management objective and strategy for
   undertaking various hedge transactions. The Company also formally assesses,
   both at the hedge's inception and on an ongoing basis, whether the
   derivatives that are used in hedging transactions are highly effective in
   offsetting changes in fair values or cash flows of hedged items. When it is
   determined that a derivative is not highly effective as a hedge or that is
   has ceased to be a highly effective hedge, the Company discontinues hedge
   accounting prospectively.



                                       5
<PAGE>   7

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                      QUARTER ENDED MARCH 31, 2001 AND 2000
                     (in thousands except per share amounts)


3. EARNINGS PER SHARE
   ------------------

   Basic earnings per common share is computed by dividing net income (loss),
   after adjustment for the preferred stock dividend requirement, by the
   weighted average number of common shares outstanding during the period.
   Diluted earnings per share is computed by adding the dilutive effect of
   common stock equivalents, such as the convertible preferred shares and any
   stock options outstanding, to the weighted average number of common shares
   outstanding.


4. INVENTORIES
   -----------

   The Company's inventories consist of the following balances:

                                               March 31       December 31
                                                 2001            2000
                                                 ----            ----

   Finished goods                               $   652        $   766
   Work-in process                                4,502          4,784
   Raw materials                                  5,645          5,256
                                                -------        -------
   Total first-in, first-out cost               $10,799        $10,806
                                                =======        =======


5. LONG-TERM DEBT
   --------------

   On May 1, 2001, ING (U.S.) Capital LLC ("ING"), agreed to extend the
   forbearance from accelerating payment of the loan balance ($74.6 million at
   March 31, 2001) through June 30, 2001.


6. LOSS ON DISPOSAL OF PROPERTY
   ----------------------------

   In April 2001, the Company entered into a contract to sell two properties not
   used in current operations for $1,000. The properties had a net book value of
   $2,045 at March 31, 2001. The Company estimated expenses incidental to the
   sale of $125 and recorded a loss on disposal of $1,170 at March 31, 2001
   since the sale indicates an impairment at that date. The proceeds from the
   sale will be required to be paid directly to the Company's primary lender
   under a credit agreement.


7. INCOME TAXES
   ------------

   There has been no tax provision (benefit) provided in the first quarter of
   2001 since a full valuation reserve has been recorded against the Company's
   net deferred tax assets. The Company will continue to assess the
   recoverability of the deferred tax assets and the need for a valuation
   allowance and its ability to generate future earnings.



                                       6
<PAGE>   8

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                      QUARTER ENDED MARCH 31, 2001 AND 2000


ITEM 2

RESULTS OF OPERATIONS
---------------------

For the quarter ended March 31, 2001 the Company reported a net loss from
continuing operations of $4.0 million ($1.07 per share) compared to a net loss
from continuing operations of $1.8 million ($.42 per share) for the same period
in 2000. During the first quarter of 2001, the Company recorded a loss on
disposal of property of $1.1 million. The results for 2001 also include $261
thousand of employee severance and related costs as a result of the Company
reducing its workforce in response to the slowing economy. During the first
quarter of 2000, the Company recorded a net gain of $315 thousand related to the
termination of certain of its pension plans.

Sales were $28.2 million in the first quarter of 2001 compared to $33.4 million
for the same period of 2000. The Company's business experienced a decline in
sales of $5.2 million in the first quarter of 2001 compared to the same period
of 2000 due to a prolonged slowdown in orders for the Company's capital
equipment, which began in mid-1999. Rising interest rates through the third
quarter of 2000 and the downturn in general economic conditions have effected
the market for the Company's products and has also negatively impacted the
Company's customers in the steel coil processing industry.

Cost of sales as a percentage of sales was 81.3% in the first quarter of 2001
compared to 78.1% for the same period of 2000. The Company had an operating loss
of $682 thousand in the first quarter of 2001 compared to operating earnings of
$195 thousand for the same period in 2000. The lower sales volume has negatively
impacted gross margin, due to the fixed cost component of costs of sales. The
operating loss in the first quarter of 2001 is significantly lower than
operating losses in the third and fourth quarters of 2000, as the Company has
successfully reduced its cost structure to more closely match its present
business volume.

Selling, general and administrative expense decreased by $1.1 million to $5.2
million in the first quarter of 2001 compared to $6.3 million in the first
quarter of 2000. The first quarter of 2001 results have benefited from the
Company's cost reduction and operation improvement programs, which is evident
with the lower selling, general and administrative expenses.

Interest expense was $2.3 million in the first quarter of and 2001 and 2000 as
higher average debt outstanding was offset by declining interest rates in 2001.

Orders received during the first quarter of 2001 totaled $18.3 million compared
to $28.1 million for the first quarter of 2000. Backlog at March 31, 2001 was
$26.8 million compared to $56.4 million at March 31, 2000 and $36.7 million at
December 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

During the first quarter of 2001 the Company's operating activities required
$2.2 million of cash. The Company's operating losses and decreases in accounts
payable ($5.3 million) required cash during the period. Decreases in accounts
receivable ($1.5 million) and increases in accrued liabilities provided cash
($2.1 million).

The Company borrowed $2.1 million under its line of credit in the first quarter
of 2001. At March 31, 2001, the Company had $2.6 million available to borrow or
for issuing letters of credit under its revolving credit line of $35.5 million.



                                       7
<PAGE>   9

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                      QUARTER ENDED MARCH 31, 2001 AND 2000

Operating losses were incurred in the first quarter primarily as a result of the
low volume and inconsistency of orders it has received since mid-1999. To
improve its cash flow, the Company has instituted a number of initiatives to
lower its operating costs. The Company has reduced its employment from 682 at
January 1, 2001 to 620 by mid-March 2001, with additional reductions planned if
the level of incoming orders does not improve. The Company is continuing to
review its cost structure to identify additional cost saving initiatives,
including requesting price concessions from vendors. Along with reducing its
operating costs, the Company is aggressively pursuing new business and is
focused on closing out existing contracts to collect amounts owed from its
customers. The Company has minimized its capital expenditures to further
conserve its cash.

Because of lower than expected order volume continuing throughout the first
quarter of 2001, the Company does not expect to be able to generate sufficient
cash from operations to service its indebtedness (payment of interest and
scheduled principal amounts). Under forbearance agreements the Company has
received from its lender beginning on November 20, 2000, which currently extend
through June 30, 2001, principal and interest payments to its primary lender
have been suspended. The Company has had ongoing discussions with its lender to
consider various alternatives to address the Company's capital structure, with a
goal to reduce the Company's financing costs and provide adequate capital for
the Company to continue its operations. The Company has engaged a financial
advisor, McDonald Investments ("McDonald"), to assist it in reviewing its
capital structure and advising it in discussions with its lender concerning
these issues.

The Company has proposed a debt-restructuring plan to its lender consisting of
exchanging a portion of indebtedness (which totals $74.6 million at March 31,
2001) for equity in the Company. The Company has had ongoing discussions with
its lender and McDonald concerning this issue. In addition, the Company and
McDonald are pursuing other potential sources of capital, which may or may not
be available. Ultimately, the Company and McDonald are focusing on creating a
capital structure for the Company, which more closely matches its present
operating cash flows. This would entail reducing indebtedness and increasing the
equity component of capital. If the Company is not able to reach a satisfactory
agreement with its lender, it may have to consider other steps to sustain its
operations, including reorganization, sale of all or parts of its business or
shutting down certain of its business locations. There is no assurance that any
of these actions will ultimately provide adequate cash flow to service the
Company's existing level of indebtedness without impairing its ongoing
viability.

Beginning September 30, 2000, the Company has been in violation of certain of
its bank loan covenants. As a result, $64.9 million of long-term senior debt is
classified as a current liability, as the current forbearance does not extend a
full year. An additional $12.6 million of long-term subordinated debt is
classified as currently payable since a default on the senior debt would allow
the subordinated debt holder to accelerate maturity. During the forbearance
period, the lender has agreed to refrain from calling the loan in default as a
result of the Company's failure to comply with financial covenants contained in
the credit agreement. The lender also agreed to continue the Company's line of
credit at $35.5 million and to defer payment of interest from the Company during
the forbearance period.



                                       8
<PAGE>   10

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                      QUARTER ENDED MARCH 31, 2001 AND 2000


INTEREST RATE RISK
------------------

At March 31, 2001, the Company was paying a variable rate of interest on $74.1
million of it senior debt and a 12% fixed rate of interest on its $12.5 million
subordinated debt. The Company has the option of paying interest on the senior
debt at either LIBOR or prime rate.

The Company has an interest rate swap contract for a portion of its senior debt.
The notional amount under the contract declines from an initial amount of $24.4
million to $14.5 million at the maturity of the contract on June 30, 2003. The
receive rate under the contract is 90 day LIBOR (4.90% for the period April 1,
2001 through June 30, 2001) and the pay rate is 7.16%. The effect of this swap
was to increase interest expense in the first quarter of 2001 by $41, as the
90-day LIBOR was below the fixed pay rate. This transaction will have the near
term impact of increasing the Company's borrowing costs by $125 thousand during
the quarter ended June 30, 2001.

On January 1, 2001, the Company adopted statement of Financing Accounting
Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities." In accordance with SFAS 133, the Company recorded a
cumulative effect-type adjustment of $629 in accumulated other comprehensive
income to recognize the fair value of the swap.


FORWARD LOOKING STATEMENTS
--------------------------

In addition to historical information, this document contains various
forward-looking statements, which are subject to risks and uncertainties that
could cause actual results to differ materially from these statements. These
risks include, but are not limited to, changes in economic conditions, interest
rates, price and product offering competition from domestic and foreign
entities, customer purchasing patterns, labor costs, product liability issues
and other legal claims, and governmental regulatory issues. Words identifying
forward-looking statements include "plan", "believe", "expect", "anticipate",
"project", "intend", "estimate" and other expressions which are predictions or
indications of future events or trends which do not relate to historical
matters.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement is made. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Readers are urged to carefully review and consider the various disclosures made
by the Company in this document and other reports filed with the Securities and
Exchange Commission that attempt to advise interested parties of the risks and
factors that may affect the Company's business.



                                       9
<PAGE>   11

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK
                      QUARTER ENDED MARCH 31, 2001 AND 2000


ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
----------------------------------------------------------

Effective April 1, 2000, the Company entered into a three year interest rate
swap contract for a portion of its bank debt. The notional amount under the
contract declines from an initial amount of $24.5 million to $14.5 million at
the maturity of the contract on June 30, 2003. The interest rate swap hedges
against potential interest increases by having a fixed pay rate of 7.16% with a
variable receive rate of 90 day LIBOR (4.88% at March 31, 2001), which is fixed
two days before each quarter. In the first quarter of 2001, the Company's
interest rate on this portion of its debt was 8.10%. The effect of this swap was
to increase interest expense in the first quarter by $41, as the 90-day LIBOR
rate was below the fixed pay rate. For the second quarter of 2001 this
transaction will have the impact of increasing interest cost by $125 thousand
under this swap. At March 31, 2001, a payment of $967 thousand would be required
to terminate the interest rate swap contract.



                                       10
<PAGE>   12

PART II - OTHER INFORMATION



Items 1 -- 5 Inapplicable

Item 6 -- Exhibits and Reports on Form 8-K

          (a) Third Amended and restated Forbearance Agreement dated May 1, 2001
              among Genesis Worldwide Inc. and ING (U.S.) Capital LLC.



                                       11
<PAGE>   13

                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                    GENESIS WORLDWIDE INC.
                                    (Registrant)



DATE: MAY 8, 2001                   By  s/KARL A. FRYDRYK
      -----------                       ----------------------------------------
                                        Karl A. Frydryk
                                        Vice President & Chief Financial Officer
                                        (principal financial officer)



                                       12
<PAGE>   14


                THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENT
                ------------------------------------------------

                  THIRD AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of
May 1, 2001 (this "FORBEARANCE AGREEMENT"), among

                  (i) GENESIS WORLDWIDE, INC. (formerly THE MONARCH MACHINE TOOL
         COMPANY (the "BORROWER");

                  (ii) each of the guarantors which are signatories hereto (each
         a "GUARANTOR", collectively, the "GUARANTORS");

                  (iii) ING (U.S.) CAPITAL LLC (in its capacity as
         administrative agent for the Lenders referenced below, the
         "ADMINISTRATIVE AGENT"); and

                  (iv) the lenders party to the Credit Agreement referenced
         below (the "LENDERS"),

in respect of the Credit Agreement referenced below.

                                   WITNESSETH:
                                   -----------

                  WHEREAS, the Borrower, the Lenders and the Administrative
Agent have entered into that certain Credit Agreement, dated as of June 30, 1999
(as amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT");

                  WHEREAS, the Guarantors are party to that certain Guarantee,
dated as of June 30, 1999 (as amended, supplemented or otherwise modified from
time to time, the "GUARANTEE"), in favor of the Administrative Agent for the
benefit of the Lenders;

                  WHEREAS, the Borrower, the Guarantors, the Lenders and the
Administrative Agent were parties to the Amended and Restated Forbearance
Agreement, dated as of December 22, 2000 (the "FIRST FORBEARANCE AGREEMENT");

                  WHEREAS, the Borrower, the Guarantors, the Lenders and the
Administrative Agent are parties to the Second Amended and Restated Forbearance
Agreement, dated as of February 28, 2001 (the "EXISTING FORBEARANCE AGREEMENT");

                  WHEREAS, (i) certain events and circumstances have occurred
and are continuing that have had a Material Adverse Effect and resulted in a
material adverse change from the financial condition of the Borrower as of
December 31, 1998 (the "MAC"); (ii) certain Defaults and Events of Default exist
under Section 10(c) of the Credit Agreement for the periods ending September 30,
2000 and December 31, 2000, respectively, based upon the failure of the Borrower
to comply with each of the financial covenants contained in Section 9.1 of the
Credit Agreement for the periods ending September 30, 2000 and December 31,
2000, respectively (the "COVENANT DEFAULTS") and (iii) the Borrower failed to
make scheduled payments of interest and principal which were due on or after
December 22, 2000 (the "PAYMENT DEFAULTS"; together with the MAC and the
Covenant Defaults, the "SPECIFIED EVENTS OF DEFAULT");


<PAGE>   15


                  WHEREAS, it is a condition precedent to continued funding of
Revolving Credit Loans pursuant to the Credit Agreement that (i) no event or
circumstance shall have occurred that has had a Material Adverse Effect, (ii)
all representations and warranties made by the Borrower and the Guarantors shall
be true and correct (including, without limitation, representations regarding
the absence of a material adverse change) and (iii) no Default or Event Default
shall exist, and such conditions precedent are not satisfied as of the date
hereof;

                  WHEREAS, the Administrative Agent and the Lenders are
unwilling to waive the Specified Events of Default; and

                  WHEREAS, notwithstanding the foregoing, subject to the terms
and conditions hereof, the Administrative Agent and the Lenders are willing,
during the period (the "FORBEARANCE PERIOD") commencing on May 1, 2001 and
ending on the earlier of (i) June 30, 2001 and (ii) the date on which a
Forbearance Event of Default shall occur (the "FORBEARANCE TERMINATION DATE"),
to (A) continue to fund Revolving Credit Loans, subject to the terms and
conditions hereof and (B) forbear in the enforcement of the remedies set forth
in the Loan Documents (as defined in the Credit Agreement) including the
Guarantee as set forth herein and (C) defer payments of principal and interest
scheduled during the Forbearance Period until the Forbearance Termination Date;
PROVIDED, that the rights of the Administrative Agent and the Lenders shall not
be otherwise waived or impaired.

                  NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein and for other valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Borrower, the Guarantors, the
Administrative Agent and the Lenders hereby agree that the Existing Forbearance
Agreement is amended and restated in its entirety as set forth above and as
follows:

                  1. DEFINITIONS. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Credit Agreement.

                  2. ACKNOWLEDGMENTS.

                           (a) Each of the Borrower and each Guarantor
         acknowledges and affirms that, as of the date hereof, the Borrower is
         indebted to the Lenders (i) in respect of the Tranche A Term Loans and
         the Tranche A Term Notes in an aggregate outstanding principal amount
         equal to $26,800,000 plus interest thereon, (ii) in respect of the
         Tranche B Term Loans and the Tranche B Term Notes in an aggregate
         outstanding principal amount equal to $19,750,000 plus interest
         thereon, (iii) in respect of the Revolving Credit Loans and the
         Revolving Credit Notes in an aggregate outstanding principal amount
         equal to $28,600,000 plus interest thereon and (iv) in respect of
         Letters of Credit in an aggregate outstanding face amount equal to
         $5,317,691.07.

                           (b) Each of the Borrower and each Guarantor
         acknowledges and affirms that, as of the date hereof, (i) there exists
         no defense to the repayment by the Borrower of all amounts owing under
         the Credit Agreement and (ii) neither the Borrower nor any Guarantor
         has any claim against any Lender or the Administrative Agent in




                                       2
<PAGE>   16


         respect of any matter relating to or arising under the Loan Documents
         or this Forbearance Agreement and the transactions contemplated thereby
         or hereby.

                           (c) Each of the Borrower and each Guarantor
         acknowledges and reaffirms the effectiveness and continuing validity of
         the Credit Agreement, the Guarantee and each other Loan Document to
         which it is a party.

                           (d) Each of the Borrower and each Guarantor
         acknowledges that as of the date hereof, the conditions precedent to
         the borrowing of Revolving Credit Loans set forth in Section 7.2 of the
         Credit Agreement are not satisfied and, but for the effectiveness of
         this Forbearance Agreement, the Borrower is not presently entitled to
         borrow additional Revolving Credit Loans under the Credit Agreement.

                           (e) Each of the Borrower and each Guarantor
         acknowledges and affirms that the Specified Events of Default have
         occurred and that, pursuant to Section 10 of the Credit Agreement, but
         for the effectiveness of this Forbearance Agreement, the Administrative
         Agent is entitled, with the consent of the Required Lenders, to
         terminate the Commitments and to declare the outstanding indebtedness
         and the other amounts owing under the Credit Agreement to be due and
         payable and to exercise all remedies available under the Loan Documents
         and at law.

                           (f) Each Guarantor acknowledges and consents to this
         Forbearance Agreement and to the terms hereof, this Forbearance
         Agreement and the terms hereof to be without prejudice to such
         Guarantor's liability pursuant to the Guarantee and the other Loan
         Documents to which it is a party.

                           (g) Each of the Borrower and each Guarantor
         acknowledges and affirms that it has been advised by its legal counsel
         in connection with the negotiation and execution and delivery of this
         Forbearance Agreement.

                  3. FORBEARANCE AND PAYMENT DEFERRAL.

                           (a) Subject to the terms and conditions set forth
         herein, none of the Administrative Agent nor any Lender shall exercise
         any of the remedies set forth in the Credit Agreement or in any of the
         other Loan Documents in respect of the Specified Events of Default
         during the Forbearance Period.

                           (b) Subject to the terms and conditions set forth
         herein and after giving effect to Section 5(a) hereof, the
         Administrative Agent and the Lenders may, in their sole discretion,
         continue to fund Revolving Credit Loans from time to time during the
         Forbearance Period in accordance with the terms of the Credit
         Agreement, notwithstanding the fact that certain conditions precedent
         have not been satisfied relating solely to the existence of the
         Specified Events of Default and the occurrence of events or
         circumstances which have had a Material Adverse Effect which have been
         disclosed to the Administrative Agent on or prior to the date hereof;
         PROVIDED, that no such funding shall be deemed to be a waiver of the
         Specified Events of Default.



                                       3
<PAGE>   17


                           (c) Subject to the terms and conditions set forth
         herein, the Administrative Agent and the Lenders agree that any
         payments of principal or interest which are scheduled to become due and
         payable during the Forbearance Period shall be deferred until the
         Forbearance Termination Date; PROVIDED, that the provisions of Section
         5.1(c) shall apply without regard to any forbearance or deferral of
         payments contemplated by this Forbearance Agreement.

                  4. TERMINATION. This Forbearance Agreement shall terminate on
the Forbearance Termination Date, unless earlier terminated upon the occurrence
of a Forbearance Event of Default (as hereinafter defined).

                  5. AMENDMENTS AND COVENANTS.

                           (a) The Temporary Increase Commitment Period shall be
         extended to terminate on the Forbearance Termination Date. The maximum
         amount of Revolving Credit Commitments shall be increased to
         $35,500,000 from $30,000,000 with the entire amount of such increase
         constituting Temporary Increase Loans. The Borrower acknowledges that
         the aggregate Revolving Credit Commitments shall automatically be
         reduced to $30,000,000 on the Forbearance Termination Date.

                           (b) No later than Wednesday of each week, the
         Borrower shall deliver to the Administrative Agent an updated 4-week
         cash flow forecast, in form and substance satisfactory to the
         Administrative Agent, which describes the Borrower's projected cash
         flow, liquidity position and borrowing availability under the Revolving
         Credit Commitments for such period, which provides a detailed
         accounting of accounts receivable and accounts payable aging at such
         time and which contains a comparison of actual results for the
         immediately preceding calendar week to each of the earlier cash flow
         forecasts for such week and describes changes in the current forecast
         for each week from previously delivered forecasts for the same week.

                           (c) The Borrower shall cooperate with the
         Administrative Agent and any independent consultant that is hired by
         the Administrative Agent or its counsel to evaluate the Borrower's
         business and financial condition.

                           (d) The Borrower shall cooperate with the
         Administrative Agent in appointing a "turnaround manager or
         consultant", such manager or consultant to be appointed by the Board of
         Directors of the Borrower and granted such powers and authority as the
         Board of Directors of the Borrower shall designate, in each case after
         consultation with and approval by the Administrative Agent.

                           (e) The Borrower shall cooperate with the
         Administrative Agent in exploring potential strategic alternatives in
         respect of the Borrower's business. The Borrower and Administrative
         Agent shall discuss, in good faith, all reasonable alternatives to an
         expeditious, long-term solution to the permanent restructuring of the
         Company's capital structure on terms acceptable to the Lenders,
         including all reasonable alternatives which may result in the Lenders
         receiving a pay-down in the amount of its Indebtedness owing from the
         Borrower. To the extent a solution is acceptable to the



                                       4
<PAGE>   18

         Administrative Agent, the Borrower shall promptly refer the matter to
         its Board of Directors for their final approval and expeditious
         implementation.

                           (f) The Borrower shall promptly pay all outstanding
         invoices or additional invoices delivered to the Borrower from time to
         time for reasonable expenses incurred by the Administrative Agent
         (including, without limitation, attorneys' fees and expenses).

                  6. REPRESENTATIONS AND WARRANTIES. In order to induce the
Administrative Agent and the Lenders to enter into this Forbearance Agreement,
the Borrower and each Guarantor hereby represents and warrants to the
Administrative Agent and to each Lender that:

                           (a) SALEM INTERNATIONAL SERVICES, INC., a Guarantor,
         and WLT CORPORATION, a Guarantor, have both been dissolved or otherwise
         cease to have corporate existence.

                           (b) Other than Section 6.2 of the Credit Agreement
         and as otherwise set forth in Section 6(c) hereof, each of the
         representations and warranties made by the Borrower and each of the
         Guarantors in each Loan Document to which it is a party is true and
         correct in all material respects as of the date hereof.

                           (c) Other than the Specified Events of Default, no
         Default or Event of Default has occurred and is continuing as of the
         date hereof.

                  7. CONDITIONS PRECEDENT TO EFFECTIVENESS OF FORBEARANCE
AGREEMENT. This Forbearance Agreement shall not become effective unless and
until:

                           (a) the Administrative Agent has received this
         Forbearance Agreement, executed and delivered by a duly authorized
         officer of the Borrower, each Guarantor, the Lenders and the
         Administrative Agent;

                           (b) the Administrative Agent has received, in form
         and substance satisfactory to the Administrative Agent, evidence that
         SALEM INTERNATIONAL SERVICES, INC. and WLT CORPORATION, respectively,
         have both been dissolved or otherwise cease to have corporate
         existence; and

                           (c) the Administrative Agent has received such other
         documents and information as the Administrative Agent may reasonably
         require, which documents and information shall be satisfactory to the
         Administrative Agent in its sole discretion.

                  8. FORBEARANCE EVENTS OF DEFAULT. The Forbearance Period shall
immediately terminate and the forbearance set forth in Section 3 of this
Forbearance Agreement shall be of no further force and effect upon the
occurrence of any of the following (each, a "FORBEARANCE EVENT OF DEFAULT"):

                           (a) the occurrence of one or more Defaults or Events
         of Default under the Credit Agreement (other than a Specified Event of
         Default); or



                                       5
<PAGE>   19


                           (b) any representation or warranty made or deemed
         made by the Borrower or any Guarantor herein or which is contained in
         any certificate, document or financial or other statement created
         and/or delivered at any time under or in connection with this
         Forbearance Agreement or on or subsequent to the date hereof under or
         in connection with any other Loan Document shall prove to have been
         incorrect in any material respect on or as of the date made or deemed
         made; or

                           (c) the Borrower or any Subsidiary shall default in
         the observance or performance of any agreement contained herein.

                  9. ABSENCE OF WAIVER. The parties hereto agree that the
agreements set forth herein shall not be deemed to:

                           (a) be a consent to cure, or waiver of, any Default
         or Event of Default;

                           (b) except as expressly set forth herein, modify or
         limit any other term or condition of the Credit Agreement or any other
         Loan Document;

                           (c) impose upon any Lender or the Administrative
         Agent any commitment or obligation, express or implied, to consent to
         any amendment or further modification of the Credit Agreement or other
         Loan Documents;

                           (d) impose upon any Lender or the Administrative
         Agent any commitment or obligation, express or implied, to grant or
         extend any financial accommodations to the Borrower or the Guarantors
         (other than as expressly set forth herein) or to modify or extend this
         Forbearance Agreement; or

                           (e) prejudice any right or remedy that the
         Administrative Agent or the Lenders may now have or may in the future
         have under the Credit Agreement or under or in connection with the
         other Loan Documents or any instrument or agreement referred to therein
         including, without limitation, any right or remedy resulting from any
         Default or Event of Default.

                  10. RELEASE OF CLAIMS AND WAIVER. Each of the Borrower and
each Guarantor hereby releases, remises, acquits and forever discharges each
Lender and the Administrative Agent and each of their employees, agents,
representative, consultants, attorneys, officers, directors, partners,
fiduciaries, predecessors, successors and assigns, subsidiary corporations,
parent corporations and related corporate divisions (collectively, the "RELEASED
PARTIES"), from any and all actions, causes of action, judgments, executions,
suits, debts, claims, demands, liabilities, obligations, damages and expenses of
any and every character, known or unknown, direct or indirect, at law or in
equity, of whatever nature or kind, whether heretofore or hereafter arising, for
or because of any matter or things done, omitted or suffered to be done by any
of the Released Parties prior to and including the date of execution hereof, and
in any way directly or indirectly arising out of any or in any way connected to
this Agreement or the Loan Documents (collectively, the "RELEASED MATTERS").
Each of the Borrower and each Guarantor hereby acknowledges that the agreements
in this Section 10 are intended to be in full satisfaction of all or any alleged
injuries or damages arising in connection with the Released Matters. Each of the
Borrower and each Guarantor hereby represents and warrants to the Administrative
Agent and


                                       6
<PAGE>   20



each Lender that it has not purported to transfer, assign or otherwise convey
any right, title or interest of the Borrower or any Guarantor in any Released
Matter to any other Person and that the foregoing constitutes a full and
complete release of all Released Matters.

                  11. MISCELLANEOUS.

                           (a) Section headings used in this Forbearance
         Agreement are for convenience of reference only and shall not affect
         the construction of this Forbearance Agreement.

                           (b) This Forbearance Agreement may be executed by one
         or more of the parties hereto by facsimile or in any number of separate
         counterparts and all of said counterparts taken together shall be
         deemed to constitute one and the same instrument.

                           (c) This Forbearance Agreement and the rights and
         obligations of the parties under this Forbearance Agreement shall be
         governed by, and construed and interpreted in accordance with, the law
         of the State of New York.

                           (d) This Forbearance Agreement shall be deemed a
         "Loan Document" for purposes of the Credit Agreement and the other Loan
         Documents.

                           (e) This Forbearance Agreement constitutes the entire
         agreement among the parties with respect to the subject matter hereof
         and supersedes all prior and contemporaneous oral or written agreements
         with respect to the subject matter hereof.

                           (f) Time is of the essence in this Forbearance
         Agreement.

                           (g) No amendment or modification of this Forbearance
         Agreement shall be effective unless made in writing and signed by all
         parties. Each of the Borrower and each of the Guarantors acknowledges
         and agrees that any and all future discussions with any Lender or the
         Administrative Agent shall be without prejudice to any Lender or the
         Administrative Agent and shall not be deemed to modify, waive, or amend
         any term or provision of this Forbearance Agreement or the Loan
         Documents.

                            (SIGNATURE PAGES FOLLOW)



                                       7
<PAGE>   21


                  IN WITNESS WHEREOF, the parties hereto have caused this
Forbearance Agreement to be duly executed and delivered as of the day and year
first above written.

                                    GENESIS WORLDWIDE, INC. (formerly THE
                                    MONARCH MACHINE TOOL COMPANY),
                                    as Borrower

                                    By: s/Karl Frydryk
                                        --------------

                                    Name: Karl Frydryk
                                    Title: VP & CFO

                                    ING (U.S.) CAPITAL LLC,
                                    as Administrative Agent and as a Lender

                                    By: s/Robert L. Fellows
                                        -------------------

                                    Name: Robert L. Fellows
                                    Title:  Director



                                       8