TABLE OF CONTENTS




|                             |                                                                   |                                                                                       |  |  |  |  |  | 
|---------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  | 
|                             | ITEM 1 -- CONDENSED CONSOLIDATED FINANCIAL STATEMENTS            
|                             |                                                                   | CONDENSED CONSOLIDATED BALANCE SHEETS                                                
|                             |                                                                   | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)      
|                             |                                                                   | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                      
|                             |                                                                   | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                 
|                             |                                                                   | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             |                                                                   | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             |                                                                   | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                             | ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
|PART II -- OTHER INFORMATION
|                             | Items 1- 3 Inapplicable                                          
|                             | Item 4 -- Submission of Matters to a vote of Security Holders    
|                             | Item 5- 6 Inapplicable                                           
|SIGNATURE                   



---



##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




FORM 10-Q/A




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

For the quarter ended June 30, 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.



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

2600 Kettering Tower, Dayton, Ohio 45423





(937) 910-9300





N.A.





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 July 30, 2001
was 3,785,696.



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

|        |  |                                                                     |  |        |     | 
|------- |  | ------------------------------------------------------------------- |  | ------ | --- | 
|        |  |                                                                     |  | PAGE  
|        |  |                                                                     |  | NUMBER
|        |  |                                                                     |  |       
|PART 1. |  | FINANCIAL INFORMATION:                                              |  |        |     | 
|        |  | ITEM 1. - Condensed Consolidated Financial
        Statements:      |  |        |     | 
|        |  | Balance Sheets - June 30, 2001 (Unaudited) and                      |  |        |     | 
|        |  | December 31, 2000                                                   |  |        | 2   | 
|        |  | Statements of Operations and Comprehensive Income
        (Loss)    |  |        |     | 
|        |  | (Unaudited) - Two Quarters and Quarter Ended                        |  |        |     | 
|        |  | June 30, 2001 and 2000                                              |  |        | 3   | 
|        |  | Statements of Cash Flow (Unaudited) - Two
        Quarters Ended    |  |        |     | 
|        |  | June 30, 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 1-3. Inapplicable                                              |  |        | 11  | 
|        |  | ITEM 4. Submission of Matters to a vote of
        Security Holders |  |        | 11  | 
|        |  | ITEM 5-6. Inapplicable                                              |  |        | 11  | 

1



---



##### Table of Contents



PART 1  FINANCIAL INFORMATION




ITEM 1  CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

GENESIS WORLDWIDE INC. AND SUBSIDIARIES




CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands)


|                                             |                                                                                     |                     |         |             |         |   |         |        |         | 
|-------------------------------------------- | ----------------------------------------------------------------------------------- | ------------------- | ------- | ----------- | ------- | - | ------- | ------ | ------- | 
|                                             |                                                                                     | June 30             |         | December 31
|                                             |                                                                                     | 2001                |         | 2000       
|                                             |                                                                                     |                     |         |            
|                                             |                                                                                     | (Unaudited)         |         |            
|                                            
|                                            
|                                            
|                                            
|Current assets:                              |                                                                                     |                     |         |             |         |   |         |       
|                                            
|                                            
|                                            
|                                            
|                                             | Cash                                                                                |                     | $       | 708         |         |   | $       | 935    |        
|                                            
|                                            
|                                            
|                                            
|                                             | Restricted cash                                                                     |                     |         |             |         |   |         | 420    |        
|                                            
|                                            
|                                            
|                                            
|                                             | Accounts receivable                                                                 |                     |         | 11,499      |         |   |         | 18,359 |        
|                                            
|                                            
|                                            
|                                            
|                                             | Costs and estimated earnings in excess of
        billings on uncompleted contracts |                     |         | 3,575       |         |   |         | 10,424 |        
|                                            
|                                            
|                                            
|                                            
|                                             | Inventories                                                                         |                     |         | 10,432      |         |   |         | 10,806 |        
|                                            
|                                            
|                                            
|                                            
|                                             | Prepaid and other expenses                                                          |                     |         | 1,567       |         |   |         | 2,157  |        
|                                             |                                                                                     |                     |         |             |         |   |         |       
|                                             |                                                                                     | Current assets      |         |             | 27,781  |   |         |        | 43,101  | 
|                                            
|                                            
|                                            
|                                            
|Property, plant & equipment  net            |                                                                                     |                     | 26,749  |             |         |   | 28,272  |       
|                                            
|                                            
|                                            
|                                            
|Prepaid pension costs                        |                                                                                     |                     | 6,310   |             |         |   | 6,895   |       
|                                            
|                                            
|                                            
|                                            
|Goodwill and other intangible assets         |                                                                                     |                     | 57,444  |             |         |   | 59,211  |       
|                                            
|                                            
|                                            
|                                            
|Restricted investment                        |                                                                                     |                     | 3,730   |             |         |   | 3,906   |       
|                                            
|                                            
|                                            
|                                            
|Other assets                                 |                                                                                     |                     | 752     |             |         |   | 2,803   |       
|                                             |                                                                                     |                     |         |             |         |   |         |       
|                                             |                                                                                     | $                   | 122,766 |             |         | $ | 144,188 |       
|                                             |                                                                                     |                     |         |             |         |   |         |       
|                                            
|                                            
|                                            
|                                            
|LIABILITIES AND SHAREHOLDERS
        EQUITY
|                                            
|                                            
|                                            
|                                            
|Current liabilities:                         |                                                                                     |                     |         |             |         |   |         |       
|                                            
|                                            
|                                            
|                                            
|                                             | Current portion of long-term debt                                                   |                     | $       | 11,100      |         |   | $       | 7,450  |        
|                                            
|                                            
|                                            
|                                            
|                                             | Accounts payable                                                                    |                     |         | 7,744       |         |   |         | 21,339 |        
|                                            
|                                            
|                                            
|                                            
|                                             | Accrued liabilities                                                                 |                     |         | 11,829      |         |   |         | 11,548 |        
|                                            
|                                            
|                                            
|                                            
|                                             | Accrued interest                                                                    |                     |         | 5,200       |         |   |         | 1,317  |        
|                                            
|                                            
|                                            
|                                            
|                                             | Billings in excess of costs and estimated
        earnings on uncompleted contracts |                     |         | 2,586       |         |   |         | 7,669  |        
|                                            
|                                            
|                                            
|                                            
|                                             | Long-term senior debt, currently payable                                            |                     |         | 65,097      |         |   |         | 64,601 |        
|                                            
|                                            
|                                            
|                                            
|                                             | Long-term subordinated debt, currently payable                                      |                     |         | 12,575      |         |   |         | 12,275 |        
|                                             |                                                                                     |                     |         |             |         |   |         |       
|                                             |                                                                                     | Current liabilities |         |             | 116,131 |   |         |        | 126,199 | 
|                                            
|                                            
|                                            
|                                            
|Pension and postretirement benefits          |                                                                                     |                     | 4,910   |             |         |   | 4,389   |       
|                                            
|                                            
|                                            
|                                            
|Other long-term liabilities                  |                                                                                     |                     | 958     |             |         |   | 972     |       
|                                             |                                                                                     |                     |         |             |         |   |         |       
|                                             |                                                                                     | Total liabilities   |         |             | 121,999 |   |         |        | 131,560 | 
|                                             |                                                                                     |                     |         |             |         |   |         |       
|Shareholders equity:                        |                                                                                     |                     |         |             |         |   |         |       
|                                            
|                                            
|                                            
|                                            
|                                             | Preferred stock                                                                     |                     |         | 14          |         |   |         | 14     |        
|                                            
|                                            
|                                            
|                                            
|                                             | Common stock and additional paid in capital                                         |                     |         | 9,798       |         |   |         | 9,798  |        
|                                            
|                                            
|                                            
|                                            
|                                             | Unearned compensation, restricted stock                                             |                     |         |             |         |   |         | (4     | )      
|                                            
|                                            
|                                            
|                                            
|                                             | Retained earnings (deficit)                                                         |                     |         | (7,807      | )       |   |         | 3,227  |        
|                                            
|                                            
|                                            
|                                            
|                                             | Accumulated other comprehensive income (loss)                                       |                     |         | (1,238      | )       |   |         | (407   | )      
|                                             |                                                                                     |                     |         |             |         |   |         |       
|                                             |                                                                                     |                     | 767     |             |         |   | 12,628  |       
|                                             |                                                                                     |                     |         |             |         |   |         |       
|                                             |                                                                                     | $                   | 122,766 |             |         | $ | 144,188 |       
|                                             |                                                                                     |                     |         |             |         |   |         |       

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

2



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND


COMPREHENSIVE INCOME (LOSS)


(amounts in thousands, except per share amounts)


(Unaudited)


|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |        |     | 
|------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ------------- | ------- | ------------- | - | ---- | ------ | ------ | --- | - | ------ | ------ | - | - | ------ | ------ | --- | 
|                                                                                                                    |                                                              |               |         |              
|                                                                                                                    |                                                              | Two Quarters  |         | Quarter      
|                                                                                                                    |                                                              | Ended June 30 |         | Ended June 30
|                                                                                                                    |                                                              |               |         |              
|                                                                                                                    |                                                              | 2001          |         | 2000          |   | 2001 |        | 2000  
|                                                                                                                    |                                                              |               |         |               |   |      |        |       
|Net sales                                                                                                           |                                                              | $             | 50,309  |               |   | $    | 66,616 |        |     | $ | 22,089 |        |   | $ | 33,233 |       
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Operating costs and expenses:                                                                                       |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Cost of sales                                                |               |         | 41,286        |   |      |        | 53,132 |     |   |        | 18,330 |   |   |        | 27,075 |    
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Selling, general and administrative                          |               |         | 9,986         |   |      |        | 12,002 |     |   |        | 4,832  |   |   |        | 5,703  |    
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Impairment of net assets of foreign subsidiaries             |               |         | 2,705         |   |      |        |        |     |   |        | 2,705  |   |   |        |        |    
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Amortization of goodwill and other intangible
        assets |               |         | 1,584         |   |      |        | 1,665  |     |   |        | 792    |   |   |        | 833    |    
|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|Operating income (loss)                                                                                             |                                                              |               | (5,252  | )             |   |      | (183   | )      |     |   | (4,570 | )      |   |   | (378   | )     
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Other income (expense):                                                                                             |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Interest expense                                             |               |         | (4,519        | ) |      |        | (4,415 | )   |   |        | (2,248 | ) |   |        | (2,114 | )  
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Interest income                                              |               |         | 49            |   |      |        | 130    |     |   |        | 17     |   |   |        | 97     |    
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Loss on disposal of property                                 |               |         | (1,170        | ) |      |        |        |     |   |        |        |   |   |        |        |    
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Other (expense) income                                       |               |         | (142          | ) |      |        | (273   | )   |   |        | (194   | ) |   |        | (441   | )  
|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|Income (loss) before income taxes                                                                                   |                                                              |               | (11,034 | )             |   |      | (4,741 | )      |     |   | (6,995 | )      |   |   | (2,836 | )     
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Income tax (provision) benefit                                                                                      |                                                              |               |         |               |   |      | (124   | )      |     |   |        |        |   |   | (215   | )     
|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|Income (loss) from continuing operations                                                                            |                                                              |               | (11,034 | )             |   |      | (4,865 | )      |     |   | (6,995 | )      |   |   | (3,051 | )     
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Income (loss) from operations of
        discontinued segments, net of income tax provision of $324 in
        2000 |                                                              |               |         |               |   |      | (576   | )      |     |   |        |        |   |   | (544   | )     
|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|Net income (loss)                                                                                                   |                                                              |               | (11,034 | )             |   |      | (5,441 | )      |     |   | (6,995 | )      |   |   | (3,595 | )     
|Other comprehensive income (loss),                                                                                  |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Foreign currency translation adjustments                     |               |         | 62            |   |      |        | (237   | )   |   |        | 201    |   |   |        | (231   | )  
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Interest rate hedge                                          |               |         | (263          | ) |      |        |        |     |   |        | 75     |   |   |        |        |    
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Cumulative effect of change in accounting
        principle  |               |         | (629          | ) |      |        |        |     |   |        |        |   |   |        |        |    
|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|Comprehensive income (loss)                                                                                         |                                                              |               | (11,864 | )             |   | $    | (5,678 | )      |     | $ | (6,719 | )      |   | $ | (3,826 | )     
|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|Average common shares outstanding:                                                                                  |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Basic                                                        |               |         | 3,786         |   |      |        | 4,284  |     |   |        | 3,786  |   |   |        | 4,286  |    
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Diluted                                                      |               |         | 3,786         |   |      |        | 4,284  |     |   |        | 3,786  |   |   |        | 4,286  |    
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Earnings(loss) per common share, basic and
        diluted:                                                         |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Continuing operations                                        |               | $       | (2.91         | ) |      | $      | (1.14  | )   |   | $      | (1.85  | ) |   | $      | (.71   | )  
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    | Discontinued operations                                      |               |         |               |   |      |        | (.13   | )   |   |        |        |   |   |        | (.13   | )  
|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|Net earnings (loss)                                                                                                 |                                                              | $             | (2.91   | )             |   | $    | (1.27  | )      |     | $ | (1.85  | )      |   | $ | (.84   | )     
|                                                                                                                    |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|Dividends per share:                                                                                                |                                                              |               |         |               |   |      |        |        |     |   |        |        |   |   |        |       
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                    |                                                              | Preferred     |         | $             |   |      |        | $      | .90 |   |        | $      |   |   |        | $      | .45 | 

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

3



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)





(Unaudited)


|                                                               |                                                                                                                    |                                                                                     |       |         |         |   |      |         |        |  
|-------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------- | ----- | ------- | ------- | - | ---- | ------- | ------ | -
|                                                               |                                                                                                                    |                                                                                    
|                                                               |                                                                                                                    | Two Quarters                                                                       
|                                                               |                                                                                                                    | Ended June 30                                                                      
|                                                               |                                                                                                                    |                                                                                    
|                                                               |                                                                                                                    | 2001                                                                                |       | 2000   
|                                                               |                                                                                                                    |                                                                                     |       |        
|Cash flow from operating activities:                           |                                                                                                                    |                                                                                     |       |         |         |   |      |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Net income (loss)                                                                                                  |                                                                                     | $     | (11,034 | )       |   | $    | (5,441  | )     
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Adjustments to reconcile net income
        (loss) to net cash provided by (used in) operating
        activities: |                                                                                     |       |         |         |   |      |         |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Loss from discontinued operations                                                   |       |         |         |   |      |         | 900    |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Depreciation and amortization                                                       |       |         | 3,587   |   |      |         | 3,546  |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Equity in loss of affiliates                                                        |       |         |         |   |      |         | 707    |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Prepaid pension cost                                                                |       |         | 286     |   |      |         | 70     |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Deferred tax benefit                                                                |       |         |         |   |      |         | (200   | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Stock compensation expense                                                          |       |         | 4       |   |      |         | 19     |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Loss on sale of fixed assets                                                        |       |         | 1,193   |   |      |         | 3      |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Gain from pension plan reversion                                                    |       |         |         |   |      |         | (3,132 | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Loss on impairment of net assets of foreign
        subsidiaries                    |       |         | 2,705   |   |      |         |        |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Changes in operating assets and liabilities
        excluding effect of discontinued operations:                   |                                                                                     |       |         |         |   |      |         |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Accounts receivable                                                                 |       |         | 5,354   |   |      |         | (1,681 | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Inventories                                                                         |       |         | 327     |   |      |         | (958   | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Cost and estimated earnings in excess of billings
        on uncompleted contracts  |       |         | 3,754   |   |      |         | (1,300 | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Billings in excess of costs and estimated
        earnings on uncompleted contracts |       |         | (5,054  | ) |      |         | 5,810  |  
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Other assets                                                                        |       |         | 186     |   |      |         | (52    | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Accounts payable                                                                    |       |         | (10,847 | ) |      |         | (2,499 | )
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |                                                                                                                    | Accrued liabilities                                                                 |       |         | 4,455   |   |      |         | (4,609 | )
|                                                               |                                                                                                                    |                                                                                     |       |         |         |   |      |        
|                                                               | Net cash provided by (used in) operating
        activities                                                        |                                                                                     |       | (5,084  | )       |   |      | (8,817  | )     
|                                                              
|                                                              
|                                                              
|                                                              
|Cash flows from investing activities:                          |                                                                                                                    |                                                                                     |       |         |         |   |      |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Capital expenditures                                                                                               |                                                                                     |       | (385    | )       |   |      | (2,507  | )     
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Proceeds from sale of division                                                                                     |                                                                                     |       |         |         |   |      | 8,334   |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Proceeds from pension plan reversion                                                                               |                                                                                     |       |         |         |   |      | 14,086  |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Proceeds from sale of fixed assets                                                                                 |                                                                                     |       | 7       |         |   |      | 30      |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Other, net                                                                                                         |                                                                                     |       | 688     |         |   |      | 1,812   |       
|                                                               |                                                                                                                    |                                                                                     |       |         |         |   |      |        
|                                                               | Net cash provided by (used in) investing
        activities                                                        |                                                                                     |       | 310     |         |   |      | 21,755  |       
|                                                              
|                                                              
|                                                              
|                                                              
|Cash flows from financing activities:                          |                                                                                                                    |                                                                                     |       |         |         |   |      |        
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Dividends paid                                                                                                     |                                                                                     |       |         |         |   |      | (13     | )     
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Proceeds from long-term borrowings                                                                                 |                                                                                     |       | 17,289  |         |   |      | 25,524  |       
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               | Repayments of long-term borrowings                                                                                 |                                                                                     |       | (13,120 | )       |   |      | (38,050 | )     
|                                                               |                                                                                                                    |                                                                                     |       |         |         |   |      |        
|                                                               | Net cash provided by (used in) financing
        activities                                                        |                                                                                     |       | 4,169   |         |   |      | (12,539 | )     
|                                                              
|                                                              
|                                                              
|                                                              
|Effect of exchange rates on cash                               |                                                                                                                    |                                                                                     | (98   | )       |         |   | (80  | )      
|                                                               |                                                                                                                    |                                                                                     |       |         |         |   |      |        
|Net cash provided by (used in) continuing
        operations   |                                                                                                                    |                                                                                     | (703  | )       |         |   | 319  |        
|                                                              
|                                                              
|                                                              
|                                                              
|Net cash provided by (used in) discontinued
        operations |                                                                                                                    |                                                                                     | 56    |         |         |   | (773 | )      
|                                                              
|                                                              
|                                                              
|                                                              
|Cash, beginning of period                                      |                                                                                                                    |                                                                                     | 1,355 |         |         |   | 559  |        
|                                                               |                                                                                                                    |                                                                                     |       |         |         |   |      |        
|Cash, end of period                                            |                                                                                                                    | $                                                                                   | 708   |         |         | $ | 105  |        
|                                                               |                                                                                                                    |                                                                                     |       |         |         |   |      |        




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

4



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


TWO QUARTERS ENDED JUNE 30, 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.     NEW PRONOUNCEMENTS



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In July 2001, the Financial Accounting Standards Board
        (FASB) issued Statement of Financial Accounting Standards
        No. 141, Business Combinations (SFAS 141) and
        Statement of Financial Accounting Standards No. 142,
        Goodwill and Other Intangible Assets (SFAS 142).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | SFAS 141, which supersedes APB Opinion No. 16,
        Business Combinations and Statement of Financial
        Accounting Standards No. 38, Accounting for
        Preacquisition Contingencies of Purchased Enterprises,
        requires that all business combinations entered into after the
        effective date of July 1, 2001 be accounted for by the
        purchase method, defines criteria for recognition of intangible
        assets apart from goodwill, and further defines disclosure
        requirements for business combinations. The Company does not
        expect this standard to have any impact on the Companys
        consolidated financial position, results of operations and cash
        flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | SFAS 142, which supersedes APB Opinion No. 17,
        Intangible Assets, defines new accounting treatment
        for goodwill and other intangible assets. This standard
        eliminates the amortization of goodwill and other intangible
        assets that have indefinite lives, establishes a requirement
        that goodwill and intangible assets with indefinite lives be
        tested annually for impairment, provides specific guidance on
        such testing, and requires disclosures of information about
        goodwill and other intangible assets in the years subsequent to
        their acquisition that was not previously required. SFAS 142 is
        effective for fiscal years beginning after December 15,
        2001; however, consistent with the requirements of the standard,
        goodwill and intangible assets acquired after June 30, 2001
        will be immediately subject to the new provisions. The adoption
        of SFAS 142 will result in the reclassification of the assembled
        workforce recognized as an intangible asset to goodwill
        (unamortized balance of $1,760 at June 30, 2001). In
        addition, in the first fiscal year of adoption (beginning
        January 1, 2002), the Company expects to recognize
noncash
        expense savings of approximately $1,705 resulting from the
        elimination of the amortization of goodwill. An impairment
        analysis will be conducted during the first quarter of 2002,
        under the SFAS 142 transitional impairment test. Any necessary
        adjustment to goodwill resulting from the assessment in
        accordance with SFAS 142 will be reported as a change in
        accounting principle. However, the matters discussed in Note 2
        of the Companys 2000 Annual Report to Shareholders,
        Form 10-K for the year ended December 31, 2000 could
        result in an event or events that could impact the
        recoverability of the unamortized balance of goodwill and result
        in adjustments to goodwill prior to the adoption of SFAS 142.

5



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


TWO QUARTERS ENDED JUNE 30, 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:

|                               |  |         |        |             |  |   |        | 
|------------------------------ |  | ------- | ------ | ----------- |  | - | ------ | 
|                               |  | June 30 |        | December 31
|                               |  | 2001    |        | 2000       
|                               |  |         |        |            
|Finished goods                 |  | $       | 1,007  |             |  | $ | 766    | 
|                              
|                              
|                              
|                              
|Work-in process                |  |         | 4,320  |             |  |   | 4,784  | 
|                              
|                              
|                              
|                              
|Raw materials                  |  |         | 5,105  |             |  |   | 5,256  | 
|                               |  |         |        |             |  |   |        | 
|Total first-in, first-out cost |  | $       | 10,432 |             |  | $ | 10,806 | 
|                               |  |         |        |             |  |   |        | 

5.     LONG-TERM DEBT



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ING (U.S.) Capital LLC (ING), has extended the
        forbearance from accelerating payment of the loan balance
        ($76.2 million at June 30, 2001) through
        August 31, 2001 and increased the revolving credit facility
        (the Revolver) to $37,250. Also, after
        August 2, 2001 the expiration of any letters of credit
        issued by ING will reduce the amount available to the Company
        under the Revolver. As of August 2, 2001, the Company had
        letters of credit in the amount of $5,223 outstanding under the
        Revolver.

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 indicated impairment at that date.

7.     IMPAIRMENT OF FOREIGN
SUBSIDIARY



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the quarter ended June 30, 2001, the Company made
        the decision to sell and/or close the Companys foreign
        subsidiaries located in the United Kingdom. As a result, the net
        assets of the subsidiaries have been written down to their net
        realizable value at June 30, 2001. This resulted in a
        pre-tax loss of $2,705 recorded at June 30, 2001 which
        includes an estimated curtailment loss of approximately $850
        related to the defined benefit pension plan maintained for the
        employees of one of the subsidiaries.

8.     INCOME TAXES



| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | There has been no tax provision (benefit) provided in the
        first two quarters 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



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES




MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION


AND RESULTS OF OPERATIONS


TWO QUARTERS ENDED JUNE 30, 2001 AND 2000


ITEM 2

RESULTS OF OPERATIONS

For the two quarters and quarter ended June 30, 2001 the
Company reported a net loss from continuing operations of
$11.0 million and $7.0 million, respectively, compared
to a net loss from continuing operations of $4.9 million
and $3.0 million for the same periods in 2000. In the second
quarter of 2001, the Company recorded an impairment of
$2.7 million relating to liquidation of its investment in
certain foreign subsidiaries. In the first quarter of 2001, the
Company recorded a loss on disposal of property of
$1.2 million relating to certain assets held for sale.
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 decreased to $50.3 million and $22.1 million in
the two quarters and second quarter of 2001, compared to
$66.6 million and $33.2 million for the same periods
of 2000, as the Company has seen a prolonged slowdown in orders
for its capital equipment. Rising interest rates in the third
quarter of 2000 negatively impacted sales volume and the
Companys backlog was at historically low levels entering
2001. The downturn in general economic conditions has affected
the market for the Companys products and has also
negatively impacted the Companys customers in the steel
coil processing industry.

Cost of goods sold as a percentage of sales was 82.1% and 83.0%
in the two quarters and second quarter of 2001 compared to 79.8%
and 81.5% in the respective 2000 periods. The lower sales volume
in the 2001 periods has negatively impacted gross margin due to
the fixed cost component of cost of sales. An operating loss of
$5.3 million and $4.6 million was incurred in the two
quarters and second quarter of 2001 compared to an operating
loss of $183 thousand and $378 thousand for the same periods in
2000. The 2001 periods were affected by an impairment loss of
$2.7 million recorded in the second quarter relating to the
Companys decision to close certain foreign subsidiaries.
Selling, general and administrative expense decreased by
$2.0 million and $871 thousand in the two quarters and
second quarter of 2001 as the Company has reduced administrative
expense to more closely match the lower business volume.

Orders received during the first two quarters of 2001 totaled
$34.3 million compared to $56.7 million for the same
period of 2000. Backlog at June 30, 2001 was
$21.2 million compared to $52.5 million at
June 30, 2000 and $36.7 million at December 31,
2000.

LIQUIDITY AND CAPITAL RESOURCES




During the first two quarters of 2001 the Companys
operating activities required $5.1 million of cash. The
Companys operating losses and decreases in accounts
payable ($10.8 million) required cash during the period. A
focus on collection efforts resulted in positive cash flows from
accounts receivable of $5.4 million.




The Company borrowed $4.0 million under its line of credit
in the first two quarters of 2001. At June 30, 2001, the
Company had $159 thousand available to borrow or for issuing
letters of credit under its revolving credit line of $35.5
million. Subsequent to June 30, 2001, the lender increased
the revolving credit line by $1.75 million to
$37.25 million.

7



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES




MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION


AND RESULTS OF OPERATIONS


TWO QUARTERS ENDED JUNE 30, 2001 AND 2000


Operating losses were incurred in 2001 primarily as a result of
the low volume and inconsistency of orders the Company has
received since mid-1999. To improve its cash flow, the Company
has instituted a number of initiatives to lower its operating
costs, including reducing its employment from 682 at
January 1, 2001 to 477 at July 31, 2001. The Company
is also aggressively pursuing new business, is focused on
closing out existing contracts to collect amounts owed from its
customers, and has minimized its capital expenditures to improve
its cash flow. In order to reduce demands on its limited
liquidity resources, the Company closed its business operation
in the United Kingdom and filed a plan of liquidation for that business
in July 2001. Proceeds from the sale of the liquidation of the
Companys UK assets are being used to satisfy the claims of
creditors of the UK operations.

Because of low order volume continuing through the first half of
2001, the Company had to borrow under its line of credit to
support its operating activities. The Companys line of
credit is $37.25 million, subject to reduction for expiring
letters of credit. While the Companys lender has increased
the line of credit at various times in 2001 and has agreed to
forbear from accelerating payment of the indebtedness since late
2000, the Company cannot project if the lender will continue to
loan the Company additional funds, if required, or to continue
forbearance after August 31, 2000. If the Company is not
able to obtain new business at a level in excess of the amount
of orders received in the first half of 2001, it will likely
require additional funding from its lender to sustain operations.

Beginning September 30, 2000, the Company has been in
violation of certain of its bank loan covenants. As a result,
$65.1 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. Under forbearance agreements the
Company has received from its lender beginning on
November 20, 2000, which currently extend through
August 31, 2001, principal and interest payments to its
primary lender have been suspended. 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 Company engaged McDonald Investments as its financial advisor in the third quarter of
2000 to assist the Company in reviewing its capital structure and advising the
Company in its discussion with its lender concerning the Companys
financial resources and capitalization. Since that time, there have been ongoing
discussions with the lender concerning the debt structuring and, alternatively,
a reorganization of the Company or the sale of all or some of the Companys
businesses. Throughout this period, the lender has continued to support the
Companys operations, as indicated above, by extending the forbearance period, providing
additional credit, and deferring principal and interest payments on its debt. With the
support of its lender, the Company has been able to carry on its ongoing business
operations despite an extremely difficult business environment. The Companys
management, with the cooperation of its lender, continues to seek to identify and
implement a reorganization plan that will allow the Company to sustain its operations.
There can be no assurance, however, as to the continued support of the
Companys lender or the nature or form that any reorganization plan of the
Company might take or the outcome of any reorganization plan, even if
implemented.

8



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES




MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION


AND RESULTS OF OPERATIONS


TWO QUARTERS ENDED JUNE 30, 2001 AND 2000


INTEREST RATE RISK

At June 30, 2001, the Company was paying a variable rate of
interest on $76.1 million of its senior debt and a 12% fixed
rate of interest on its $12.6 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 (3.71% for the
period July 1, 2001 through September 30, 2001) and
the pay rate is 7.16%. The effect of this swap was to increase
interest expense in the first two quarters of 2001 by $166
thousand, 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 $188 thousand during the
quarter ended September 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, in the
first quarter of 2001 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



---



##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES

QUANTITATIVE AND QUALITATIVE


DISCLOSURE ABOUT MARKET RISK


TWO QUARTERS ENDED JUNE 30, 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 (3.84% at June 30, 2001), which is fixed
two days before each quarter. In the second quarter of 2001, the
Companys interest rate on this portion of its debt was
10.50%. The effect of this swap was to increase interest expense
in the first two quarters by $166 thousand, as the 90-day LIBOR
rate was below the fixed pay rate. For the third quarter of 2001
this transaction will have the impact of increasing interest
cost by $188 thousand under this swap. At June 30, 2001, a
payment of $892 thousand would be required to terminate the
interest rate swap contract.

10



---



##### Table of Contents






PART II  OTHER INFORMATION




Items 1- 3 Inapplicable




Item 4  Submission of Matters to a vote of
Security Holders

(a)  The Companys Annual Shareholders meeting was
held on May 14, 2001.

(b)  The following Directors were elected to serve a three
year term:

|                   |  |           |           |              |  |         |   |  |  |  |         | 
|------------------ |  | --------- | --------- | ------------ |  | ------- | - |  |  |  | ------- | 
|                   |  | Votes for |           | Vote against |  | Abstain
|                   |  |           |           |              |  |        
|Richard E. Clemens |  |           | 3,120,333 |              |  |         | 0 |  |  |  | 285,048 | 
|Karl A. Frydryk    |  |           | 3,129,175 |              |  |         | 0 |  |  |  | 276,206 | 
|Leo E. Dugdale III |  |           | 3,128,631 |              |  |         | 0 |  |  |  | 276,750 | 

The following continued as Directors:



| |                   
| | ------------------
| | John A. Bertrand  
| | Gerald L. Connelly
| | Waldemar M. Goulet
| | Joseph M. Rigot   




Item 5- 6 Inapplicable

11



---



##### Table of Contents






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: August 16, 2001 |  |                                             |  |                                                                                                       
|                     
|                      |  | By                                          |  | /s/ Karl A. Frydryk                                                                                   
|                      |  |                                             |  |                                                                                                       
|                      |  |                                             |  | Karl A. Frydryk
        Vice President & Chief Financial Officer
        (principal financial officer)

12