U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the fiscal year ended June 30, 2002

[ ]  Transition report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the transition period from __________ to __________

     Commission File Number 33-58694

                                  VITRIX, INC.
                 (Name of small business issuer in its charter)

            NEVADA                                               13-3465289
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)

              51 WEST THIRD STREET, SUITE 310, TEMPE, ARIZONA 85281
                    (Address of principal executive offices)

                                 (480) 296-0400
                           (Issuer's telephone number)

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.005 par value

     Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     The  issuer's  revenues  for the  fiscal  year  ended  June 30,  2002  were
$3,285,315.

     The aggregate  market value of the voting stock (based on the closing price
on that date) held by  non-affiliates of the Registrant as of September 25, 2002
was approximately $650,000.

     At  September  20, 2002,  the issuer had  outstanding  9,105,828  shares of
Common Stock, par value $.005 per share.  Transitional Small Business Disclosure
Format: Yes [ ] No [X]
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

     Vitrix, Inc., a Nevada corporation (the "Company" or "Vitrix"), through its
wholly  owned  subsidiary,   Time  America,   Inc.  (formerly  known  as  Vitrix
Incorporated),  an Arizona  corporation  ("Time  America"),  designs,  develops,
manufactures  and  markets  a line of time and  labor  management  hardware  and
software  products.  Our  products  are  designed  to  improve  productivity  by
automating  time and  attendance,  workforce  scheduling and management of labor
resources. We target our product solutions at small to mid-sized companies of up
to  2,000   employees,   and  the  solutions  are  offered  in  a  client/server
application,  PC-based  application or in a 100% Web-based  application  service
provider ("ASP") model.

     Set forth below is timeline and overview of the Company's history:

     *    June  6,  1988  ---  Richard   Barrie   Fragrances,   Inc.,  a  Nevada
          corporation,  was formed on this date for the  purpose of  developing,
          manufacturing and marketing fragrances,  cosmetics, skin treatment and
          personal care products sold primarily through department and specialty
          stores and drugstores.

     *    June 30, 1996 --- Richard Barrie Fragrances sells substantially all of
          its  properties  and rights to Parlux  Fragrances,  Inc.  (the  "Asset
          Sale").  During the  period  from the Asset  Sale to April  1999,  our
          operations  were limited to conducting  administrative  activities and
          discussions   with   third   parties   regarding   possible   business
          combinations.

     *    July 1, 1996 --- Following the Asset Sale,  Richard Barrie  Fragrances
          changes its name to FBR Capital Corporation.

     *    April 15, 1999 --- FBR Capital  Corporation  acquires the  outstanding
          capital  stock  of  Vitrix  Incorporated  (a  privately  held  Arizona
          corporation  formed on April  26,  1996)  pursuant  to the terms of an
          Exchange  Agreement,  dated as of such date,  by and among FBR Capital
          Corporation,   Vitrix   Incorporated   and   certain   of  the  Vitrix
          Incorporated  shareholders.  Vitrix  Incorporated  becomes a  majority
          owned  subsidiary  of FBR  Capital  Corporation  as a  result  of this
          transaction.  FBR Capital Corporation issued an aggregate of 8,592,826
          shares of common stock and  10,000,000  shares of  preferred  stock in
          consideration   for  the   purchase  of  Vitrix   Incorporated.   This
          transaction  resulted  in  the  shareholders  of  Vitrix  Incorporated
          acquiring  approximately 80% of the outstanding shares of common stock
          of FBR Capital Corporation (assuming conversion of the preferred stock
          into common stock and excluding outstanding options and warrants). The
          existing  shareholders of FBR Capital  Corporation  held the remaining
          20% of its outstanding  common stock.  This  transaction was accounted
          for as a  recapitalization  of Vitrix Incorporated and the purchase of
          FBR  Capital   Corporation  by  Vitrix   Incorporated,   since  Vitrix
          Incorporated became the controlling company after the transaction.

     *    October 7, 1999 --- On this date we changed  our name from FBR Capital
          Corporation  to Vitrix,  Inc.  in order to  associate  the name of the
          parent corporation to our operating subsidiary Vitrix Incorporated.

     *    March 28,  2001 ---  Vitrix,  Inc.  acquires  Time America in a merger
          transaction  whereby  Time  America  is merged  into our  wholly-owned
          subsidiary, Vitrix Incorporated. This transaction was accounted for as
          a pooling of  interests.  As a condition to the merger,  we sought and
          obtained the approval of our shareholders to effect a 1-for-10 reverse
          stock  split,  which  occurred on April 5, 2001.  We issued  3,147,914
          shares of Vitrix,  Inc.  common stock (on a post  reverse  stock split
          basis) as consideration in the merger, which represented approximately
          50% of Vitrix Inc.'s then issued and outstanding capital stock.

     *    April 17, 2001 --- We changed the name of our  wholly-owned subsidiary
          from Vitrix Incorporated to Time America,  Inc. in order to capitalize
          on Time  America's  name  recognition  gained  through its 13 years of
          doing business in the time and attendance industry.

                                       2
<PAGE>
     Vitrix, Inc. is a holding corporation. Our operations are conducted through
our  wholly-owned  subsidiary,   Time  America.  Unless  the  context  indicates
otherwise,  references  to the Company in this report shall  include both Vitrix
and Time America.

     The accompanying  financial  statements of Vitrix, Inc. for the fiscal year
ended  June 30,  2001,  are  based on the  assumption  that the  companies  were
combined for the full fiscal year.

PRODUCTS AND SERVICES

     We  design,  develop,  manufacture  and  market  a line of time  and  labor
management  hardware and  software  products  targeting  small,  mid-sized,  and
enterprise  level  companies.  Our  solutions  are  offered  in a  client/server
application,  PC-based,  or in a 100%  Web-based  ASP model.  Our  products  are
internally  developed,  proprietary  software  applications  that  maintain  and
automate the process of collecting  time sheet  information,  provide  automated
interfaces  to most  popular  payroll  software  solutions  and enable  users to
generate a variety of reports  that help track and analyze how  employees  spend
their time. Our products also automatically  accrue vacation,  sick and personal
time, and effectively replace the traditional punch clock with a fully automated
system  designed  to improve  workforce  productivity  and  provide  significant
savings to its users. Our current products include:

LABOR MANAGEMENT SOLUTIONS

CLIENT/SERVER APPLICATION
--------------------------------------------------------------------------------

HOURTRACK

     Our  HourTrack  product is a powerful  workforce  management  solution that
combines  "client/server"  software with a wide range of data collection devices
to automate the process of tracking,  managing, auditing, and reporting the many
aspects of employee time and attendance.  By replacing  traditional punch clocks
and paper time  sheets  with a fully  automated  system,  we  believe  HourTrack
enables  companies  of all sizes to produce  substantial  savings.  The  primary
features of HourTrack include:

          *    TIME AND  ATTENDANCE - HourTrack's  open  architecture  is easily
               customized to conform to an organization's  unique set of payroll
               policies and concerns.

          *    LEAVE MANAGEMENT - Leave records for vacation,  sick and personal
               time are  maintained by HourTrack.  It also tracks hours that are
               specific  to  a  certain   organization  (i.e.  PTO,  jury  duty,
               training,  etc.),  and  automates  benefit  accruals  by  using a
               company's policies to calculate how much benefit time an employee
               has earned.

                                       3
<PAGE>
          *    JOB AND TASK TRACKING - In addition to tracking  total time spent
               on the  job,  HourTrack  enables  employers  to  track  the  time
               employees  spend  on  specific  jobs  and  tasks.  This  powerful
               reporting  feature assists  companies with job costing,  analysis
               and billing.

          *    WORKFORCE  SCHEDULING  -  HourTrack's  scheduling  features  help
               manage payroll costs and productivity  concerns by minimizing the
               likelihood of expensive  overstaffing and the negative effects of
               understaffing. Schedule creation is performed with the assistance
               of a unique visual  interface,  allowing  administrators  to view
               employee's schedules in a convenient calendar format.

          *    STRATEGIC  REPORTING - HourTrack  also  features over 60 standard
               reports.  These  reports  allow users to transform  raw data into
               helpful  information  that allows managers and executives to gain
               valuable insight and more effectively manage their organizations.
               Reports  can  also  be  used to  share  information  such as time
               tracking,    benefit   usage,   job   costing,   human   resource
               functionality   and   employee    scheduling   with   third-party
               applications and/or service bureaus.

PC-BASED PRODUCTS
--------------------------------------------------------------------------------

TA50 PRO

     TA50 PRO is a simple  to use yet  powerful  time  and  attendance  solution
designed for companies with fewer than 200 employees. TA50 PRO enables companies
to automate  their  timekeeping  and  attendance  tracking with  built-in  setup
wizards and simplified daily operations. The main features of TA50 PRO include:

          *    EASE OF USE - TA50 PRO is a  user-friendly  menu-driven  solution
               that uses color-coded  screens to simplify its use. All processes
               are  clearly   marked  and  follow  a  common   operating   theme
               throughout.

          *    TIME AND  ATTENDANCE - TA50 PRO's tools relieve  payroll staff of
               time  consuming,  stressful  procedures such as manual review and
               calculation  of time  cards  by  automating  the  calculation  of
               employee time and wages.

          *    WORKFORCE SCHEDULING - TA50 PRO's scheduling features help manage
               payroll  costs  and  productivity   concerns  by  minimizing  the
               likelihood of expensive  overstaffing and the negative effects of
               understaffing.

          *    STRATEGIC REPORTING - TA50 PRO includes over 80 standard reports.
               This reporting  feature,  which is also included in the Company's
               TA100 PRO and Genesis PRO products, allows users to transform raw
               data into helpful information that allows managers and executives
               to gain  valuable  insight  and  more  effectively  manage  their
               organizations.

                                       4
<PAGE>
TA50XL

     TA50XL is a simple to use time and  attendance  solution  that includes the
software  features of TA50 PRO and an XL data terminal and accessories in a cost
effective package.

TA100 PRO

     The TA100 PRO time and  attendance  solution,  designed for companies  with
fewer than 500 employees, automatically calculates employee time and wages using
a client's  specific  payroll  policies.  An  optional  feature of the TA100 PRO
solution  includes  a Bell  Control  Module  that  allows  a  client  to  define
bell-ringing  schedules and prompt  terminals to activate a user supplied  bell,
alarm,  or other  audible  signaling  device.  The main  features  of TA100  PRO
include:

          *    TIME AND  ATTENDANCE - TA100 PRO is easily  customized to conform
               to an organization's unique set of payroll policies and concerns.

          *    POLICY MANAGEMENT - Rounding rules can be setup around start/stop
               times or the  actual  punch time to avoid  overpaying  employees.
               Overtime  can be paid on a  weekly,  bi-weekly,  or  semi-monthly
               basis.

          *    WORKFORCE SCHEDULING - This feature has the same functionality as
               the Company's TA50 PRO and Genesis PRO products.

          *    STRATEGIC  REPORTING  - TA100  PRO  includes  over  100  standard
               reports.  Reports can also be used to share  information  such as
               time  tracking,   benefit  usage,  job  costing,  human  resource
               functionality   and   employee    scheduling   with   third-party
               applications and/or service bureaus.

GENESIS PRO

     Genesis PRO is an enterprise  level  software  that helps clients  optimize
productivity and better manage their bottom line by automating not only time and
attendance, but job costing, benefit administration, employee review processing,
access control,  bell ringing,  and data collection  needs. The main features of
Genesis PRO include:

          *    TIME AND ATTENDANCE - Genesis PRO is easily customized to conform
               to an organization's unique set of payroll policies and concerns.

          *    LEAVE MANAGEMENT - Leave records for vacation,  sick and personal
               time are maintained by Genesis PRO. It also tracks hours that are
               specific  to  a  certain   organization  (i.e.  PTO,  jury  duty,
               training,  etc.),  and  automates  benefit  accruals  by  using a
               company's policies to calculate how much benefit time an employee
               has earned.

                                       5
<PAGE>
          *    JOB AND TASK TRACKING - In addition to tracking  total time spent
               on the job,  Genesis  PRO  enables  employers  to track  the time
               employees  spend on specific jobs and tasks.  Powerful  reporting
               features assist with job costing, analysis and billing.

          *    WORKFORCE SCHEDULING - This feature has the same functionality as
               the Company's TA50 PRO and TA100 PRO products.

          *    STRATEGIC  REPORTING - Genesis  PRO  includes  over 140  standard
               reports.  The  reports can be used to share  information  such as
               time  tracking,   benefit  usage,  job  costing,  human  resource
               functionality   and   employee    scheduling   with   third-party
               applications and/or service bureaus.

100% WEB-BASED ASP PRODUCT
--------------------------------------------------------------------------------

NETTIME

     NETtime is a 100% Web-based service  deliverable to clients through the ASP
model.  It  delivers  the   functionality   of  HourTrack,   its   client/server
predecessor,  through Web distribution.  The main features of NETtime include:

          *    HOURTRACK STRUCTURE - By building on top of the HourTrack engine,
               NETtime has all of the  functionality  of HourTrack.  NETtime was
               introduced  with a robust  feature-set  in the  areas of time and
               attendance,  leave  management,  job and task tracking,  employee
               scheduling and data analysis.

          *    CUSTOMIZATION - NETtime allows for customization and flexibility.
               Administrators and employees determine exactly which data NETtime
               will  display  for  them,  allowing  clients  to work at  optimum
               efficiency in the NETtime environment. Additionally, NETtime will
               work in the manner required by clients. For example, clients with
               a mobile  workforce  have the ability to access the NETtime pages
               using any Web-enabled cellular phone.

          *    ANYTIME, ANYWHERE - Because NETtime is delivered via the Internet
               through  any Web  browser,  it brings the user closer to Vitrix's
               "anytime, anywhere" vision for performing or self-servicing human
               resources tasks. Wherever clients have Internet access, they have
               access to NETtime and the functionality and wealth of information
               it provides.

          *    CUSTOMER  ACCOUNT  SELF-SERVICE - NETtime gives users the ability
               to  view  their  account  status  online.  They  can  even  order
               additional  Vitrix  products,  obtain  system help,  or contact a
               support representative directly from the NETtime website.

                                       6
<PAGE>
DATA COLLECTION OPTIONS

     Our time and attendance  product  solutions include hardware for collecting
employees'  clock in and out times.  Set forth  below are the  various  hardware
devices designed to meet the challenges of a diverse set of work environments:

          *    BADGE  TERMINALS - These badge readers are well suited for a wide
               variety of  environments,  from doctors' offices to manufacturing
               plants.  Employees  clock in and out by  simply  sliding  a badge
               through a scanner.

          *    HAND  PUNCH  BIOMETRIC  TERMINALS  -  This  device  analyzes  the
               biometric measurements of a user's hand to verify their identity.
               Instead  of  using a  badge,  an  employee  clocks  in and out by
               placing  his  or  her  hand  onto  the   scanner   and   awaiting
               verification. This method eliminates losses due to buddy-punching
               (the practice of clocking in or out for another employee).

          *    TELEPUNCH - The TelePunch  solution allows  employees to clock in
               and out for the day,  for  jobs,  or for  departments  using  any
               touch-tone telephone.  Clients who purchase this solution receive
               a pre-configured,  telephony server from Vitrix. This server runs
               Vitrix's software,  and allows callers to interact with HourTrack
               from a remote location.

          *    EWEBCLOCK - eWebClock  partially  reduces a user's total time and
               attendance  product  investment,  by  utilizing  the  Internet to
               collect  employee clock in and out times. By simply logging on to
               a Web  page  (via the  local  network  or the  World  Wide  Web),
               employees can clock in and out.

          *    PC TIME CLOCK - Vitrix's most straightforward  solution,  PC Time
               Clock,  allows  employees to clock in and out on a  Windows-based
               computer.  This is generally  beneficial  in office  environments
               where employees each have access to their own desktop computer.

          *    WEB  BROWSER - NETtime  allows  clients  to  access  the  service
               through  a  standard  Web  browser.  The full  range  of  actions
               (clocking in and out,  transferring  jobs and departments,  etc.)
               and information (hours worked, schedules, status board, etc.) are
               available.

          *    WEB-ENABLED  CELL  PHONE - A  streamlined  version  of NETtime is
               available to clients  accessing  the service  through a text-only
               browser,  such  as  those  operating  on cell  phones.  Essential
               services such as clocking in and out are available.

          *    TCP/IP-ENABLED  HARDWARE - Customers  may utilize  TCP/IP-enabled
               hardware devices,  such as badge readers, to collect clock in and
               out data from their employees.

          *    WIRELESS  ENABLED HARDWARE - Allows clients to connect their time
               clocks to the host  system  without  the  hassle of  wiring.  The
               wireless units are small, reliable and easy to integrate into any
               existing system.

                                       7
<PAGE>
SERVICES AND SUPPORT

     We maintain a  professional  service and  technical  support  organization,
which provides a suite of maintenance and professional services.  These services
are  designed  to  support  Vitrix  customers  throughout  the life cycle of our
products. The professional services include implementation,  training, technical
and business  technical  consulting.  Maintenance  service options are delivered
through our centralized  support  operation or through local service  personnel.
Our educational services offer a full range of curriculums,  which are delivered
through local training at our Tempe,  Arizona headquarters or via computer-based
training  courses.  When necessary,  we also may provide software  customization
services to meet any unique customer requirements.

MARKETING AND SALES

     We market and sell our products to small and mid-sized companies in markets
in the United  States and foreign  countries  through our Business  Alliance and
Reseller  Program,  as well as  directly  to end users.  Our  Business  Alliance
Program is a program that allows organizations to align with the Company through
the use of private label, OEM, or referral  programs.  Our Reseller Program is a
network  of value  added  resellers  which  market our  products  along with the
resellers  complementary  product offerings.  End users include companies in the
manufacturing and service industries,  and in the public and private sectors. We
believe  the  market  for time and labor  management  products  consists  of the
following  three (3)  business  segments:

          *    SMALL  BUSINESSES.  This segment is  comprised of companies  with
               fewer  than 20  employees  and  only a single  administrator  who
               performs  time  sheet  edits  and  prepares  employee  hours  for
               payroll.

          *    MID-SIZED BUSINESSES. This segment is comprised of companies with
               20 to 500  employees.  These  companies  normally have two (2) or
               more  administrators  who  perform  time sheet  edits and prepare
               employee  hours  from a single  office.  In many  cases  multiple
               stations are necessary for clocking in and out, however, all data
               is administered from a central location.

          *    ENTERPRISE BUSINESSES.  Enterprise businesses generally have over
               500 employees with multiple satellite offices, each of which have
               one (1) or  more  administrators.  Payrolls  are  performed  at a
               central  or  headquarter   office.  An  enterprise   customer  is
               analogous to a collection  of  mid-sized  businesses  requiring a
               central location to collect and store data.

MANUFACTURING AND SOURCES OF SUPPLY

     The duplication of Vitrix software is performed internally. The printing of
documentation is primarily  outsourced to suppliers.  Although most of the parts
and  components  included  within  our  products  are  available  from  multiple
suppliers,  certain parts and components are purchased from single suppliers. We
have chosen to source these items from single suppliers  because we believe that
the supplier chosen is able to consistently  provide us with the highest quality
product at a  competitive  price on a timely  basis.  While to date we have been
able to obtain adequate supplies of these parts and components, the inability to
transition  to  alternate  supply  sources on a timely  basis if required in the

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<PAGE>
future,  could result in delays or reductions in product shipments,  which could
have a material adverse effect on our business and operating results.

PRODUCT DEVELOPMENT

     Our product development efforts are focused on enhancing and increasing the
performance of our existing products and developing new products.  During fiscal
2002 and 2001,  research and development  expenses were $691,426 and $1,159,666,
respectively.  The  decrease in  development  expenses in the current  period is
primarily due to decreased labor costs.  Following the merger with Time America,
Inc. on March 28, 2001 the Company was able to eliminate  redundant expenses and
lower the overall headcount. The Company intends to continue to commit resources
to enhance and extend our product  lines and develop  interfaces  to third party
products.  Although we are  continually  seeking to further  enhance our product
offerings  and to develop new  products,  there can be no  assurance  that these
efforts will succeed, or that, if successful,  such product  enhancements or new
products will achieve widespread market acceptance, or that our competitors will
not develop and market  products  that are  superior to our  products or achieve
greater market acceptance.  We also depend upon the reliability and viability of
a variety of software  development  tools owned by third  parties to develop our
products.  If these tools prove  inadequate or are not properly  supported,  our
ability to release  competitive  products in a timely  manner could be adversely
impacted.

PROPRIETARY RIGHTS

     We rely on a combination of  trademarks,  trade secret law and contracts to
protect our proprietary  technology.  We generally  provide software products to
end-users under  non-exclusive  shrink-wrap  licenses or under signed  licenses,
both of which may be  terminated by Vitrix if the end user breaches the terms of
the license.  These  licenses  generally  require that the software be used only
internally  subject to  certain  limitations,  such as the number of  employees,
simultaneous users, computer model and serial number,  features and/or terminals
for which the end user has paid the  required  license  fee.  We  authorize  our
resellers to sublicense  software  products to end users under similar terms. In
certain  circumstances,  we also make master software licenses  available to end
users which permit either a specified  limited  number of copies or an unlimited
number of copies of the software to be made for  internal  use.  Some  customers
license software products under  individually  negotiated  terms.  Despite these
precautions, it may be possible to copy or otherwise obtain and use our products
or technology without authorization.  In addition, effective copyright and trade
secret protection may be unavailable or limited in certain foreign countries.

COMPETITION

     We  provide  time and  attendance,  data  collection  and labor  management
solutions that enable  businesses to optimize their labor  resources.  The labor
management  industry  is  highly  competitive.   Competition  is  increasing  as
businesses in related industries,  such as human resources  management,  payroll
processing  and  enterprise   resource  planning  ("ERP")  enter  the  time  and
attendance market.  Advances in software  development tools have accelerated the
software development process and, therefore, enable competitors to penetrate our
markets  more  readily.  Although we believe we have certain  technological  and
other advantages over our current competitors, maintaining those advantages will

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<PAGE>
require  continued  investment  by the Company in research and  development  and
marketing  and sales  initiatives.  There can be no assurance  that we will have
sufficient  resources to make such  investments or to achieve the  technological
advances necessary to maintain our competitive advantages. Increased competition
could adversely  affect our operating  results through price  reductions  and/or
loss of market share.

     We  compete   primarily  on  the  basis  of   price/performance,   quality,
reliability and customer service.  In the time and attendance market, we compete
against  firms  that  sell  automated  time  and  attendance  products  to  many
industries,  against firms that focus on specific industries,  and against firms
selling  related  products,   such  as  payroll   processing,   human  resources
management,  or  ERP  systems.  Our  major  competitor,  Kronos  Corporation  is
substantially larger and has access to significantly greater financial resources
than the Company.  Competitive  market  conditions could have a material adverse
effect on our business, financial condition and results of operations.

EMPLOYEES

     As of June 30,  2002,  we  employed  thirty-five  individuals.  None of our
employees are represented by a union or other collective  bargaining  agreement,
and we consider our relations with our employees to be good. We have encountered
intense competition for experienced technical personnel for product development,
technical  support  and sales and expect  such  competition  to  continue in the
future.  Any  inability to attract and retain a  sufficient  number of qualified
technical  personnel could adversely affect our ability to produce,  support and
sell products in a timely manner.

ITEM 2. PROPERTIES.

     We lease  approximately  6,800 square feet in Tempe,  Arizona under a lease
agreement,  which  commenced  in  November  1999.  Our rental  expense  for this
facility  in fiscal 2002 was  approximately  $190,000.  We consider  our present
facilities to be adequate for our current requirements and that additional space
will be available as needed in the future.

ITEM 3. LEGAL PROCEEDINGS.

     We are from time to time  involved in legal  proceedings  arising  from the
normal course of business.  As of the date of this report, we were not currently
involved in any legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Company's  Annual Meeting was held on June 18, 2002.  Shareholders  voted on
the election of the Company's  Board of Directors and to ratify the  appointment
of Semple and Cooper L.L.P. as the independent  certified public  accountants of

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<PAGE>
the Company for the fiscal year ending June 30, 2002. The voting results of each
of these proposals is set forth below.

                                                            Voted
                                   Eligible    Voted For   Against   Abstentions
                                   ---------   ---------   -------   -----------
1 - Election of Directors:

    Todd P. Belfer                 9,070,828   6,757,439    14,418        --
    Lise L. Lambert                9,070,828   6,757,439    14,418        --
    Robert W. Zimmerman            9,070,828   6,757,439    14,418        --
    Thomas S. Bednarik             9,070,828   6,757,439    14,418        --

2 - Appointment of auditors        9,070,828   6,759,392    11,900       565

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Company's Common Stock is traded on the NASD's  over-the-counter market
on the  electronic  bulletin  board (the "OTC Bulletin  Board") under the symbol
"VRXI.OB". The quoted prices reflect inter-dealer prices without retail mark-up,
markdown, or commissions and may not represent actual transactions.

     Set forth below are the high and low sales  prices of the Common  Stock for
the periods indicated as reported by the OTC Bulletin Board:

                                   FISCAL 2002

         PERIOD                                   HIGH                 LOW
         ------                                   -----               -----
     First quarter                                $0.35               $0.20
     Second quarter                                0.22                0.10
     Third quarter                                 0.37                0.17
     Fourth quarter                                0.40                0.16

                                       11
<PAGE>
                                   FISCAL 2001

         PERIOD                                   HIGH                 LOW
         ------                                   -----               -----
     First quarter                                $0.66               $0.28
     Second quarter                                0.50                0.08
     Third quarter                                 0.16                0.06
     Fourth quarter                                0.48                0.06

     Effective  prior to the opening of the market for trading on April 5, 2001,
the Company effected a 1-for-10 reverse split of its Common Stock

     As of September 25, 2002, there were approximately 260 holders of record of
the Company's Common Stock

     The Company has never paid any cash dividends and the present policy of the
Company is to retain earnings for use in its business.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

RESULTS OF OPERATIONS

     The following  discussion and analysis provides information that management
believes is relevant to an assessment and understanding of the Company's results
of  operations  and  financial  condition.   The  following  selected  financial
information is derived from the Company's  historical  financial  statements and
should be read in conjunction  with such financial  statements and notes thereto
set forth  elsewhere  herein and the  "Forward-Looking  Statements"  explanation
included herein.

     On March 28, 2001, the Company completed a merger with Time America,  which
was accounted for as a pooling of interests. Pursuant to the terms of the Merger
Agreement,  Time  America  merged  with  and  into  the  Company's  wholly-owned
subsidiary,  Vitrix  Incorporated,  with Vitrix  Incorporated  continuing as the
surviving  corporation.  The accompanying  consolidated  financial statements of
Vitrix,  Inc.  for the  fiscal  year  ended  June  30,  2001,  are  based on the
assumption that the companies were combined for the full fiscal year.

                                       12
<PAGE>
                         SELECTED FINANCIAL INFORMATION

                                                        Years Ended June 30,
                                                     ---------------------------
                                                        2002            2001
                                                     -----------     -----------
Total Revenues                                       $ 3,285,315     $ 4,077,736
Costs of Revenues                                      1,557,736       2,069,740
Gross Profit                                           1,727,579       2,007,996
Sales and Marketing Expense                              903,112       1,060,316
Research and Development Expense                         691,426       1,159,666
General and Administrative Expense                       741,820       1,168,276
Net Loss                                                 655,852       1,565,510
Basic Loss per Share                                        0.09            0.25

COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2002 AND JUNE 30, 2001

     REVENUES.  Revenue for the fiscal year ended June 30, 2002 (the  "reporting
period"), decreased 19% to $3,285,315, compared to revenue of $4,077,736 for the
fiscal year ended June 30, 2001 (the  "comparable  period").  The  decrease  was
principally  the  result of  customers  post-poning  planned  purchases  for the
Company's  products due to the general  economic  slowdown,  which resulted in a
decrease in sales volume.

     PRODUCT  SALES.  Product  sales for the reporting  period  decreased 21% to
$2,650,310 in the reporting  period,  compared to product sales of $3,348,185 in
the comparable period. The decline in product revenue was principally the result
of customers post-poning planned purchases.

     SERVICE REVENUE.  Service revenue for the reporting period decreased 13% to
$635,005 in the reporting period, compared to service revenue of $729,551 in the
comparable  period.  The decrease was  principally the result of the decrease in
product sales as services are generally sold in conjunction with product sales.

     GROSS  PROFIT.  Gross  profit as a  percentage  of revenues  was 53% in the
reporting period and 49% in the comparable period. Gross profit on product sales
in the reporting  period was 59% compared to 54% in the comparable  period.  The
increase in gross profit  percentage was primarily  attributable  to a change in
the mix of product sold. The Company's  product revenue in the reporting  period
was derived from sales of systems in which  software,  which yields higher gross
profit,  represented  a  higher  proportion  of  product  revenues  than  in the
comparable  period.  Gross profit on service  revenues was 28% in the  reporting
period compared to 26% in the comparable  period. The increase was primarily due
to a decrease in service  labor costs in the current  period,  which allowed for
the services to be provided in a more cost efficient manner.

     EXPENSES. Total costs and expenses were $2,336,358,  or 71% of revenues, in
the  reporting  period,  compared  to  $3,471,338,  or 85% of  revenues,  in the
comparable  period.  The decrease in costs and expenses in the current period is
primarily due to decreased labor and overhead  costs.  Following the merger with
Time  America on March 28, 2001 the Company  successfully  eliminated  redundant
expenses. Sales and marketing expenses were $903,112, or 27% of revenues, in the
reporting period, compared to $1,060,316,  or 26% of revenues, in the comparable
period.  Research and development expenses were $691,426, or 21% of revenues, in
the  reporting  period,  compared  to  $1,159,666,  or 28% of  revenues,  in the
comparable period. General and administrative  expenses were $741,820, or 23% of
revenues, in the reporting period,  compared to $1,168,276,  or 29% of revenues,
in the comparable period.

                                       13
<PAGE>
     Other income (expense) was $(81,141) in the reporting period and $(102,168)
in the comparable  period.  The decrease in expense is due to a loss in disposal
of assets in the comparable period.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30,  2002,  the  Company  had  working  capital of  $17,505,  as
compared to a deficit of $156,171 at June 30, 2001. Cash and cash equivalents at
those dates amounted to $195,249 and $177,586, respectively.

     OPERATIONS.  Net cash  used by  operations  decreased  to  $537,414  in the
reporting  period,  compared to net cash used by operations of $1,078,195 in the
comparable  period.  The net  cash  used in the  current  period  was  primarily
attributable to the net loss, a decrease in accounts payable, and an increase in
accounts receivable,  and was partially offset by a decrease in inventory and an
increase in deferred  revenue.  The Company was able to reduce its net cash used
by operations by $540,781 in the current period primarily due to the decrease in
the net loss in the current period.

     INVESTMENT  ACTIVITIES.  The Company used $33,788 and $46,993,  to purchase
property and equipment in the report period and comparable period, respectively.

     FINANCING ACTIVITIES. During the reporting period, the Company received net
proceeds  from  long-term  debt  in  the  approximate  amount  of  $120,000  and
approximately  $495,000  from the sale of common  stock.  During the  comparable
period,  the Company  received net proceeds from long-term debt of approximately
$560,000 and  approximately  $133,000  from the exercise of common stock options
and warrants.

     At August 31, 2002,  the Company  anticipates  its working  capital,  funds
generated  from  operations,  and  extended and  expanded  available  credit (as
discussed below in "Recent  Developments")  are sufficient to fund the Company's
operations for the next twelve months. The Company may, however,  seek to obtain
additional  capital  through  a line of  credit at a  financial  institution  or
through additional debt or equity offerings during this time period. The raising
of  additional  capital in public  markets  will  primarily  be  dependent  upon
prevailing  market  conditions  and the demand for the  Company's  products  and
services.  No  assurance  can be given  that the  Company  will be able to raise
additional  capital,  when needed or at all, or that such capital, if available,
will be on acceptable terms.

RECENT DEVELOPMENTS

On September 24, 2002,  the Company  entered into a $200,000  revolving  line of
credit  agreement  with  a  shareholder  that  expires  on  December  31,  2003.
Outstanding borrowings on the line on credit bear interest at 10%. Interest only
payments are due monthly and the line of credit is  collateralized by all assets
of the Company.  On  September  24, 2002 the Company was also able to extend the
termination  date of its existing  $200,000  line  of  credit  agreement  with a
shareholder  from December 31, 2002 to December 31, 2003. With the new revolving
line of credit  agreement  and the extension of its existing  revolving  line of

                                       14
<PAGE>
credit, the Company has a $400,000 borrowing capacity through December 31, 2003.
As of September 24, 2002 there were no amounts  outstanding on either  revolving
line of credit agreement.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001 the Financial  Accounting  Standards  Board  ("FASB")  adopted
Opinion No. 141, Business Combinations,  and Opinion No. 142, Goodwill and Other
Intangibles.  The pronouncements provide for the cessation of the pooling method
of accounting for business  combinations  as well as providing that goodwill and
other intangible  assets that have indefinite useful lives will not be amortized
but rather will be tested at least annually for impairment.  The effective dates
for FASB Nos. 141 and 142 are July 1, 2001 and for fiscal years  beginning after
December 15, 2001, respectively.

     The FASB has  adopted  Opinion  No. 143,  Accounting  for Asset  Retirement
Obligations, effective for fiscal years beginning after June 15, 2002.

     Statement of Financial  Accounting  Standards ("SFAS") 144,  Accounting for
the Impairment or Disposal of Long-Lived  Assets,  was issued in August 2001 and
is  effective  for fiscal years  beginning  after  December  15, 2001.  SFAS 144
provides a single, comprehensive accounting model for impairment and disposal of
long-lived assets and discontinued operations.

     SFAS No. 145, Rescission of SFAS Statements No. 4, 44, and 64, Amendment of
SFAS  Statement  No.  13,  and  Technical  Corrections  ("SFAS  145"),  updates,
clarifies and simplifies existing accounting  pronouncements.  SFAS 145 rescinds
SFAS No. 4, Reporting  Gains and Losses from  Extinguishment  of Debt.  SFAS 145
amends SFAS No. 13, Accounting for Leases, to eliminate an inconsistency between
the  required  accounting  for  sale-leaseback  transactions  and  the  required
accounting for certain lease  modifications  that have economic effects that are
similar to  sale-leaseback  transactions.  The provisions of SFAS 145 related to
SFAS  No. 4 and SFAS  No.  13 are  effective  for  fiscal  years  beginning  and
transactions occurring after May 15, 2002, respectively.

     SFAS No.  146,  Accounting  for  Costs  Associated  with  Exit or  Disposal
Activities ("SFAS 146"), requires the Company to recognize costs associated with
exit or disposal  activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan.  SFAS 146 replaces  Emerging Issues Task
Force  (EITF)  Issue  No.  94-3,  Liability  Recognition  for  Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs Incurred in a Restructuring). The provisions of SFAS 146 are to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.

     The  adoption of SFAS 141 did not have a material  effect on the  Company's
financial statements.

     The Company does not  anticipate  the adoption of SFAS 142,  SFAS 143, SFAS
144,  SFAS 145 and  SFAS  146  will  have a  material  effect  on the  Company's
financial statements.

                                       15
<PAGE>
INFLATION AND SEASONALITY

     The Company does not believe that its operations are significantly impacted
by inflation. The Company's business is not seasonal in nature.

FORWARD-LOOKING INFORMATION

     This  Annual  Report  on  Form  10-KSB  contains  certain   forward-looking
statements  and  information  which we believe are within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange  Act of 1934,  as amended.  The forward  looking  statements  contained
herein  can be  identified  by the use of  forward-looking  terminology  such as
"believes,"  "expects,"  "may,"  "will,"  "should,"  or  "anticipates,"  or  the
negative thereof or other variations  thereon or comparable  terminology,  or by
discussions of strategy that involve risks and uncertainties. The Company wishes
to  caution  the  reader  that  these  forward-looking  statements  that are not
historical  facts,  are only  predictions.  No assurances  can be given that the
future results indicated,  whether expressed or implied, will be achieved. While
sometimes  presented with numerical  specificity,  these  projections  and other
forward-looking  statements are based upon a variety of assumptions  relating to
the  business of the  Company,  which,  although  considered  reasonable  by the
Company,  may not be  realized.  Because of the number and range of  assumptions
underlying the Company's  projections and  forward-looking  statements,  many of
which are subject to significant uncertainties and contingencies that are beyond
the reasonable control of the Company,  some of the assumptions  inevitably will
not materialize, and unanticipated events and circumstances may occur subsequent
to the date of this  report.  Examples  of  uncertainties  that could cause such
differences  include,  but are not  limited  to, the  ability of the  Company to
attract  and  retain  key  personnel,   especially  highly  skilled   technology
personnel,  the ability of the Company to secure  additional  capital to finance
its business plan,  competition  from other  companies  providing time and labor
management  hardware  and  software  products,  and the  Company's  reliance  on
technology and information and telecommunication  systems. These forward-looking
statements  are  based  on  current  expectations  and the  Company  assumes  no
obligation to update this information.  Therefore,  the actual experience of the
Company and the results  achieved  during the period  covered by any  particular
projections or  forward-looking  statements may differ  substantially from those
projected.  Consequently, the inclusion of projections and other forward-looking
statements  should not be  regarded  as a  representation  by the Company or any
other person that these estimates and projections  will be realized,  and actual
results  may  vary  materially.  There  can be no  assurance  that  any of these
expectations  will be  realized  or that any of the  forward-looking  statements
contained herein will prove to be accurate.

                                       16
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.

The financial  statements and schedules are included herewith commencing on page
F-1.

     Independent Auditors' Report                                            F-1

     Consolidated Balance Sheet                                              F-2

     Consolidated Statements of Operations                                   F-3

     Consolidated Statements of Changes in Stockholders' Equity (Deficit)    F-4

     Consolidated Statements of Cash Flows                                   F-5

     Notes to Consolidated Financial Statements                              F-6

                                       17
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To The Stockholders and Board of Directors of
Vitrix, Inc. and Subsidiary

We have audited the accompanying  consolidated balance sheet of Vitrix, Inc. and
subsidiary  as of June 30,  2002,  and the related  consolidated  statements  of
operations,  changes in stockholders'  equity (deficit),  and cash flows for the
years ended June 30, 2002 and 2001. These consolidated  financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We believe our audits  provide a reasonable
basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Vitrix,
Inc. and  Subsidiary as of June 30, 2002,  and the  consolidated  results of its
operations,  changes in stockholders'  equity (deficit),  and its cash flows for
the years ended June 30, 2002 and 2001, in conformity with accounting principles
generally accepted in the United States of America.

Certified Public Accountants            /s/ Semple & Cooper, LLP

Phoenix, Arizona
July 26, 2002

                                       F-1
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2002


                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents (Notes 1 and 2)                         $   195,249
  Accounts receivable - trade, net (Note 1)                             615,084
  Inventory (Note 1)                                                    174,697
  Prepaid expenses and other current assets                              47,708
                                                                    -----------

          TOTAL CURRENT ASSETS                                        1,032,738

PROPERTY AND EQUIPMENT, NET (NOTES 1 AND 3)                             142,984
                                                                    -----------

          TOTAL ASSETS                                              $ 1,175,722
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Current portion of long-term debt (Note 4)                        $   134,068
  Accounts payable                                                      355,381
  Accrued liabilities                                                   214,641
  Deferred revenue (Note 1)                                             311,143
                                                                    -----------

          TOTAL CURRENT LIABILITIES                                   1,015,233

LONG-TERM DEBT, LESS CURRENT PORTION (NOTE 4)                           733,555
                                                                    -----------

          TOTAL LIABILITIES                                           1,748,788
                                                                    -----------

COMMITMENTS: (NOTE 6)                                                        --

STOCKHOLDERS' EQUITY (DEFICIT): (NOTE 7)
  Common stock, $.005 par value, 50,000,000 shares authorized,
    9,105,828 shares issued and outstanding                              45,529
  Contributed capital                                                 6,052,120
  Accumulated deficit                                                (6,670,715)
                                                                    -----------

          TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                         (573,066)
                                                                    -----------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      $ 1,175,722
                                                                    ===========

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-2
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        YEARS ENDED JUNE 30,
                                                     --------------------------
                                                        2002           2001
                                                     -----------    -----------
Revenues:
  Product sales                                      $ 2,650,310    $ 3,348,185
  Services revenue                                       635,005        729,551
                                                     -----------    -----------

          TOTAL REVENUES                               3,285,315      4,077,736
                                                     -----------    -----------

COST OF REVENUES:
  Product                                              1,099,572      1,529,766
  Services                                               458,164        539,974
                                                     -----------    -----------

          TOTAL COST OF REVENUES                       1,557,736      2,069,740
                                                     -----------    -----------

GROSS PROFIT                                           1,727,579      2,007,996
                                                     -----------    -----------

COSTS AND EXPENSES:
  Sales and marketing                                    903,112      1,060,316
  Research and development                               691,426      1,159,666
  General and administrative                             741,820      1,168,276
  Impairment of asset (Note 3)                                --         83,080
                                                     -----------    -----------

          TOTAL COSTS AND EXPENSES                     2,336,358      3,471,338
                                                     -----------    -----------

NET LOSS FROM OPERATIONS                                (608,779)    (1,463,342)
                                                     -----------    -----------

OTHER INCOME (EXPENSE):
  Interest expense                                       (87,324)       (79,598)
  Loss on disposal of fixed assets                            --        (62,107)
  Other                                                    1,993         26,577
  Interest income                                          4,190         12,960
                                                     -----------    -----------

                                                         (81,141)      (102,168)
                                                     -----------    -----------

INCOME BEFORE EXTRAORDINARY ITEM                        (689,920)    (1,565,510)

EXTRAORDINARY ITEM - GAIN ON EXTINGUISHMENT OF DEBT       34,068             --
                                                     -----------    -----------

NET LOSS                                             $  (655,852)   $(1,565,510)
                                                     ===========    ===========

BASIC AND DILUTED LOSS PER SHARE (NOTE 1)            $     (0.09)   $     (0.25)
                                                     ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING          7,344,280      6,263,920
                                                     ===========    ===========

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-3
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                    COMMON STOCK
                                            ----------------------------    CONTRIBUTED    ACCUMULATED
                                               SHARES          AMOUNT         CAPITAL        DEFICIT          TOTAL
                                            ------------    ------------    ------------   ------------    ------------
<S>                                         <C>             <C>             <C>            <C>             <C>
Balance at June 30, 2000                      33,656,132    $    168,281    $  4,518,145   $ (4,449,353)   $    237,073
Exercise of stock options                         97,072             484          10,193             --          10,677
Exercise of warrants                             873,850           4,370         117,896             --         122,266
Issuance of warrants for services                     --              --          21,000             --          21,000
Contribution of debt from a related party             --              --         695,080             --         695,080
1-for-10 reverse stock split                 (28,331,226)       (141,656)        141,656             --              --
Net loss                                              --              --              --     (1,565,510)     (1,565,510)
                                            ------------    ------------    ------------   ------------    ------------
Balance at June 30, 2001                       6,295,828    $     31,479    $  5,503,970   $ (6,014,863)   $   (479,414)

Sale of common stock                           2,475,000          12,375         482,625             --         495,000
Conversion of debt from a related party          300,000           1,500          58,500             --          60,000
Issuance of common stock for services             35,000             175           7,025             --           7,200
Net loss                                              --              --              --       (655,852)       (655,852)
                                            ------------    ------------    ------------   ------------    ------------
Balance at June 30, 2002                       9,105,828    $     45,529    $  6,052,120   $ (6,670,715)   $   (573,066)
                                            ============    ============    ============   ============    ============
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-4
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     YEARS ENDED JUNE 30,
                                                                 ----------------------------
                                                                     2002            2001
                                                                 ------------    ------------
<S>                                                              <C>             <C>
Increase (Decrease) in Cash and Cash Equivalents:
  Cash flows from operating activities:
  Net Loss                                                         $   (655,852)   $ (1,565,510)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
    Depreciation                                                         80,242          91,653
    Common stock, stock options and warrants issued for services          7,200          21,000
    Loss on disposal of assets                                               --          62,107
    Impairment of asset                                                      --          83,080
    Contribution of related party accounts payable                           --         165,780
    Gain on extinguishment of debt                                      (34,068)             --
  Changes in Assets and Liabilities:
    Accounts receivable-trade                                          (108,095)          9,015
    Inventory                                                            72,853          (5,990)
    Prepaid expenses and other current assets                            (4,837)         38,749
    Accounts payable                                                    (76,557)        117,226
    Accounts payable - related party                                         --        (131,483)
    Accrued liabilities                                                  27,806          54,970
    Deferred revenue                                                    153,894         (18,792)
                                                                   ------------    ------------
       NET CASH USED BY OPERATING ACTIVITIES                           (537,414)     (1,078,195)
                                                                   ------------    ------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                                  (33,788)        (46,993)
                                                                   ------------    ------------
       NET CASH USED BY INVESTING ACTIVITIES                            (33,788)        (46,993)
                                                                   ------------    ------------

  CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                                        560,000       1,204,991
    Repayment of long-term debt                                        (438,512)       (645,000)
    Repayment of capital leases                                         (27,623)        (27,092)
    Proceeds from exercise of stock options and warrants                     --         132,943
    Proceeds from issuance of stock                                     495,000              --
                                                                   ------------    ------------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                        588,865         665,842
                                                                   ------------    ------------

  Net change in cash and cash equivalents                                17,663        (459,346)

  Cash and cash equivalents at beginning of year                        177,586         636,932
                                                                   ------------    ------------

  Cash and cash equivalents at end of year                         $    195,249    $    177,586
                                                                   ============    ============

  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid                                                  $     91,642    $     71,306
                                                                   ============    ============
    Income taxes paid                                              $         --    $         --
                                                                   ============    ============
  NONCASH INVESTING AND FINANCING ACTIVITIES:
    Assets acquired by entering into capital leases                $     24,816    $         --
                                                                   ============    ============
    Conversion of related party notes and accrued
      interest to equity                                           $     60,000    $    529,300
                                                                   ============    ============
    Gain on extinguishment of debt - principal portion             $     19,500    $         --
                                                                   ============    ============
</TABLE>

                   The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-5
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
                                     NOTE 1
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
                              AND USE OF ESTIMATES:
--------------------------------------------------------------------------------

NATURE OF BUSINESS, MERGER AND NAME CHANGES:

Vitrix,  Inc. (the Company or Vitrix) through its wholly owned subsidiary,  Time
America, Inc. (previously known as Vitrix  Incorporated),  provides Time & Labor
Management  Solutions.  Vitrix products improve  productivity by automating Time
and Attendance,  Workforce  Scheduling,  and the management of Labor  Resources,
with features such as employee self-service, data capture technology, time sheet
submittal,   strategic  reporting,   and  interface  tools  for  payroll,  human
resources,  resource planning, and third party application  integration.  Vitrix
solutions are offered in a PC based application, a client/server application, or
in a 100% Web-based Application Service Provider (ASP) product.

On March 28, 2001, the Company completed a merger with Time America,  Inc. which
was accounted for as a pooling of interests. Pursuant to the terms of the Merger
Agreement,  Time America Inc.  merged with and into the  Company's  wholly owned
subsidiary,  Vitrix  Incorporated,  with Vitrix  Incorporated  continuing as the
surviving corporation. In connection with the acquisition, Vitrix's shareholders
approved a proposal  effecting a 1-for-10  reverse stock split.  Vitrix acquired
all of the  outstanding  shares of Time  America,  Inc.  through the issuance of
3,147,914  shares (on a post reverse  stock split basis) of Vitrix common stock,
which  represents  approximately  fifty  percent  (50%) of Vitrix's  outstanding
common stock after giving effect to the share issuance.

The accompanying  financial statements of Vitrix, Inc. for the fiscal year ended
June 30, 2001 are based on the  assumption  that the companies were combined for
the full fiscal year.

There were no transactions  between Time America,  Inc. and the Company prior to
combination,  and certain  reclassifications were made to the Time America, Inc.
financial  statements  to conform  to the  Company's  presentations.  Summarized
results of  operations  of the  separate  companies  for the period July 1, 2000
through March 31, 2001, the effective date of the merger, are as follows:

                                                              TIME
                                         VITRIX, INC      AMERICA, INC.
                                         -----------      -------------
Revenues                                 $ 1,154,266       $ 2,068,886
                                         ===========       ===========

Net Loss                                 $(1,028,550)      $  (248,523)
                                         ===========       ===========

On April 17, 2001 Vitrix Incorporated changed its name to Time America,  Inc. On
October 7, 1999 the Company  changed its name from FBR  Capital  Corporation  to
Vitrix,  Inc. Vitrix,  Inc. is a Nevada corporation formed on June 6, 1988. Time
America, Inc. is an Arizona corporation formed on April 26, 1996.

PERVASIVENESS OF ESTIMATES:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

                                       F-6
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 1
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
                        AND USE OF ESTIMATES: (CONTINUED)
--------------------------------------------------------------------------------

CASH AND MAJOR SUPPLIER CONCENTRATIONS:

The Company  maintains  cash and cash  equivalents  at a financial  institution.
Deposits not to exceed $100,000 at the financial  institution are insured by the
Federal  Deposit  Insurance  Corporation.  At June 30,  2002,  the  Company  had
uninsured cash and cash equivalents of approximately $71,000.

For the year ended June 30,  2002,  the  Company  had three (3) major  suppliers
representing approximately sixty-nine percent (69%) of cost of product revenues.
At June 30, 2002, the amount due to these suppliers included in accounts payable
was $142,928.

CASH AND CASH EQUIVALENTS:

Cash and cash  equivalents  are  considered to be all highly liquid  investments
purchased with an initial maturity of three (3) months or less.

INVENTORY:

Inventory is stated at the lower of cost (first-in, first-out method) or market.

PROPERTY AND EQUIPMENT:

Property and equipment are recorded at cost. Depreciation is provided for on the
straight-line  method over the estimated useful lives of the assets. The average
lives  range from three to five years.  Maintenance  and  repairs  that  neither
materially add to the value of the property nor appreciably prolong its life are
charged to expense as incurred.  Betterments  or renewals are  capitalized  when
incurred. Property and equipment are reviewed each year to determine whether any
events or circumstances  indicate that the carrying amount of the assets may not
be recoverable.  Such review includes estimating future cash flows. Property and
equipment costs are expensed when determined not realizable.

The  Company is the  lessee of  computer  equipment,  with an  original  cost of
approximately $77,000, under three (3) capital lease agreements expiring through
September  2004. The assets and liabilities  under the capital lease  agreements
are recorded at the lower of the present value of the minimum lease  payments or
the fair  value of the  assets.  The  assets  are being  depreciated  over their
estimated  productive lives.  Depreciation of the assets under the capital lease
agreements is included in depreciation expense as noted above.

SOFTWARE DEVELOPMENT COSTS:

The Company capitalizes  software development costs in accordance with Statement
of Financial  Accounting Standards No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased, or Otherwise Marketed."  Capitalization of software
development costs begins upon the establishment of technological  feasibility of
the product.  The  establishment  of  technological  feasibility and the ongoing
assessment of the recoverability of these costs requires considerable  judgement
by  management  with  respect to certain  external  factors  including,  but not
limited to, anticipated  future gross product revenue,  estimated economic life,
and changes in software and hardware  technology.  Amortization  of  capitalized
software  development  costs begins when the products are  available for general
release  to  customers  and is  computed  on a  product-by-product  basis  using
straight-line  amortization  with  useful  lives of five years or, if less,  the
remaining  estimated  economic life of the product.  Amounts related to internal
software  development  that  could be  capitalized  under  this  statement  were
immaterial.

                                       F-7
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 1
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
                        AND USE OF ESTIMATES: (CONTINUED)
--------------------------------------------------------------------------------

REVENUE RECOGNITION AND DEFERRED REVENUE:

The Company  derives its revenues  from the sale of frontline  labor  management
systems as well as sales of  application  software,  parts and  components.  The
Company's  systems consist of fully  integrated  software and  intelligent  data
collection   terminals.   The  Company  also   derives   revenues  by  providing
maintenance, professional and educational services to its customers. The Company
recognizes revenues from sales of its systems,  application software,  parts and
components  at  the  time  of  shipment,  unless  the  Company  has  significant
obligations  remaining.  When  significant  obligations  remain,  revenue is not
recognized  until  such  obligations  have  been  completed  or  are  no  longer
significant.  The Company  recognizes  revenues  from its  sales-type  leases of
systems at time of shipment.  Service  revenues are recognized  ratably over the
contractual period or as the services are performed.

The  Company  provides  installation  services  and  certain  warranties  to its
customers. It also provides, without additional charge, certain software product
enhancements for customers  covered under software  maintenance  contracts.  The
provision for these expenses are made at the time revenues are recognized.

DEFERRED INCOME TAXES:

Deferred  income taxes are provided on an asset and  liability  method,  whereby
deferred tax assets are  recognized  for deductible  temporary  differences  and
operating loss and tax credit  carryforwards  and deferred tax  liabilities  are
recognized for taxable  temporary  differences.  Temporary  differences  are the
differences between the reported amounts of assets and liabilities and their tax
basis.  Deferred tax assets are reduced by a valuation  allowance  when,  in the
opinion of management,  there is uncertainty of the utilization of the operating
losses in future  periods.  Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

The carrying values of cash, cash  equivalents,  accounts  receivable,  accounts
payable,  accrued  liabilities and current notes payable  approximate their fair
values  because of the short  maturity  of these  instruments.  With  respect to
long-term debt, based on the borrowing rates currently  available to the Company
for  similar  bank and  equipment  loans and  capitalized  leases,  the  amounts
reported approximate the fair value of the respective financial instruments.

LOSS PER SHARE:

Basic loss per share of common  stock was  computed by dividing  the net loss by
the weighted  average  number of shares  outstanding  of common.  Loss per share
amounts have been restated to give  retroactive  effect to the 1-for-10  reverse
stock split.

Diluted  earnings per share are computed based on the weighted average number of
shares of common stock and dilutive  securities  outstanding  during the period.
Dilutive  securities are options and warrants that are freely  exercisable  into
common stock at less than the prevailing market price.  Dilutive  securities are
not  included in the  weighted  average  number of shares when  inclusion  would
increase the earnings per share or decrease the loss per share. At June 30, 2002
and 2001, options and warrants to purchase 1,445,187 and 1,231,420 (adjusted for
reverse stock split)  shares of the Company's  common stock were not included in
the determination of diluted loss per share as their effect was anti-dilutive.

                                       F-8
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 1
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, NATURE OF OPERATIONS
                        AND USE OF ESTIMATES: (CONTINUED)
--------------------------------------------------------------------------------

STOCK-BASED COMPENSATION:

The Company has elected to follow  Accounting  Principles  Board Opinion  No.25,
"Accounting   for  Stock  Issued  to   Employees"   (APB  25)  and  the  related
interpretations  in accounting  for its employee  stock  options.  Under APB 25,
because the  exercise  price of  employee  stock  options  equals or exceeds the
market  price of the  underlying  stock on the date of  grant,  no  compensation
expense is recorded.  The Company has adopted the disclosure-only  provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation."

RECENT ACCOUNTING PRONOUNCEMENTS:

In June 2001 the Financial  Accounting  Standards Board adopted Opinion No. 141,
Business Combinations,  and Opinion No. 142, Goodwill and Other Intangibles. The
pronouncements provide for the cessation of the pooling method of accounting for
business  combinations  as well as providing that goodwill and other  intangible
assets that have  indefinite  useful lives will not be amortized but rather will
be tested at least annually for  impairment.  The effective  dates for Financial
Accounting  Standards  Nos.  141 and 142 are July 1, 2001 and for  fiscal  years
beginning after December 15, 2001, respectively.

The Financial Accounting Standards Board has adopted Opinion No. 143, Accounting
for Asset  Retirement  Obligations,  effective for fiscal years  beginning after
June 15, 2002.

SFAS 144,  Accounting for the Impairment or Disposal of Long-Lived  Assets,  was
issued in August 2001 and is effective for fiscal years beginning after December
15,  2001.  SFAS 144  provides  a  single,  comprehensive  accounting  model for
impairment and disposal of long-lived assets and discontinued operations.

Statement  of  Financial  Accounting  Standards  No.  145,  Rescission  of  SFAS
Statements No. 4, 44, and 64,  Amendment of SFAS Statement No. 13, and Technical
Corrections (SFAS 145),  updates,  clarifies and simplifies  existing accounting
pronouncements.  SFAS 145 rescinds SFAS No. 4,  Reporting  Gains and Losses from
Extinguishment  of Debt. SFAS 145 amends SFAS No. 13,  Accounting for Leases, to
eliminate an inconsistency  between the required  accounting for  sale-leaseback
transactions and the required  accounting for certain lease  modifications  that
have  economic  effects  that are similar to  sale-leaseback  transactions.  The
provisions  of SFAS 145 related to SFAS No. 4 and SFAS No. 13 are  effective for
fiscal  years  beginning  and   transactions   occurring  after  May  15,  2002,
respectively.

Statement  of  Financial  Accounting  Standards  No. 146,  Accounting  for Costs
Associated with Exit or Disposal  Activities (SFAS 146), requires the Company to
recognize  costs  associated  with  exit or  disposal  activities  when they are
incurred  rather than at the date of a commitment  to an exit or disposal  plan.
SFAS 146 replaces  Emerging  Issues Task Force (EITF) Issue No. 94-3,  Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a Restructuring).  The provisions
of SFAS  146 are to be  applied  prospectively  to exit or  disposal  activities
initiated after December 31, 2002.

The  adoption  of SFAS  141 did not  have a  material  effect  on the  Company's
financial statements.

The Company does not  anticipate  the adoption of SFAS 142,  SFAS 143, SFAS 144,
SFAS 145 and SFAS 146 will have a  material  effect on the  Company's  financial
statements.

                                       F-9
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 2
                          ACCOUNTS RECEIVABLE - TRADE:
--------------------------------------------------------------------------------

At June 30, 2002 accounts receivable - trade consists of:

     Accounts receivable - trade                                 $ 670,084
     Less:
     Allowance for doubtful accounts                               (30,000)
     Allowance for sales returns                                   (25,000)
                                                                 ---------

                                                                 $ 615,084
                                                                 =========

The Company provides for potentially uncollectible accounts receivable by use of
the  allowance  method.  The  allowance  is provided  based upon a review of the
individual   accounts   outstanding,   and  the   Company's   prior  history  of
uncollectible  accounts  receivable.  It is the Company's  practice to record an
estimated  allowance  for sales  returns  and  adjustments  based on  historical
experience and to record  individual  charges for sales returns and  adjustments
directly to revenue as incurred.

--------------------------------------------------------------------------------
                                     NOTE 3
                             PROPERTY AND EQUIPMENT:
--------------------------------------------------------------------------------

At June 30, 2002 property and equipment consists of:

     Computers, software and  equipment                          $ 378,985
     Furniture and fixtures                                         57,620
     Leasehold improvements                                         15,103
                                                                 ---------
                                                                   451,708
     Less: accumulated depreciation                               (308,724)
                                                                 ---------

                                                                 $ 142,984
                                                                 =========

Depreciation expense was $80,242 and $91,653,  respectively, for the years ended
June 30, 2002 and 2001.

During the year ended June 30,  2001,  software  was deemed to be  impaired  and
written down to fair value. Fair value, which was determined by reference to the
present value of the estimated future cash inflows of the software, exceeded its
carrying value by $83,080. An impairment loss of that amount has been charged to
operations during the year ended June 30, 2001.

                                      F-10
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 4
                                 LONG-TERM DEBT:
--------------------------------------------------------------------------------

At June 30, 2002 long-term debt consists of the following:

     10% promissory note to a related party, 60 monthly
     principal and interest payments of $6,600 through
     October 2006; followed by a balloon payment of
     approximately $315,000. Collateralized by all
     assets of the Company.                                       $ 476,856

     Promissory note to a related party, interest at
     prime plus 1 percent, monthly interest only payments
     through November 2001 followed by twelve monthly
     principal and interest payments of approximately
     $9,000. Due in full in October 2003. Collateralized
     by all assets of the Company.                                  359,632

     $200,000 revolving line of credit with a shareholder,
     expiring on December 31, 2003, interest at 10%.
     Interest only payments due monthly. Collateralized
     by all assets of the Company.                                       --

     Capital leases payable, interest at rates ranging
     from 15% to 24%, payable in monthly installments of
     principal and interest, maturing through September 2004         31,135
                                                                  ---------

                                                                    867,623
     Less: current portion                                         (134,068)
                                                                  ---------

     Long-term debt                                               $ 733,555
                                                                  =========

On January  13,  1994,  the  Company  entered  into a series of 10%  convertible
subordinated promissory notes due January 15, 1996 totaling $5,157,750.  On June
30, 1996  simultaneous  with the closing of an asset sale, the Company completed
an exchange offer in the aggregate  principal  amount of $5,040,750 with certain
holders  of  the  notes.  On  October  21,  1996,  the  Company   completed  the
extinguishments  of $97,500 of the notes in exchange for cash and,  common stock
warrants  leaving one remaining  holder  outstanding  with a $19,500  note.  The
Company  has been  unable to locate  the  beneficial  owner of this note and has
recorded a gain on the extinguishment of the debt and accrued interest.

On December  31, 2000, a  shareholder  contributed  $529,300 of debt and accrued
interest owed to him. In addition, the majority shareholder contributed $165,780
of amounts owed for past due rent obligations.

                                      F-11
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 4
                           LONG-TERM DEBT: (CONTINUED)
--------------------------------------------------------------------------------

As of June 30,  2002  future  minimum  payments  due  under the  long-term  debt
agreements are as follows:

               YEAR ENDING
                 JUNE 30,
                 --------
                   2003                                        $   115,075
                   2004                                            314,012
                   2005                                             40,273
                   2006                                             44,490
                   2007                                            322,638
                                                               -----------

                   Total                                       $   836,488
                                                               ===========

As of June 30, 2002 future  minimum  lease  payments due under the capital lease
agreements, are as follows:

               YEAR ENDING
                 JUNE 30,
                 --------
                   2003                                        $    22,935
                   2004                                             11,051
                   2005                                              2,763
                                                               -----------

     Total minimum lease payments                                   36,749
     Less: amount representing interest                             (5,614)
                                                               -----------
     Present value of net minimum lease payments                    31,135
     Less: current maturities of capital lease obligations         (18,993)
                                                               -----------
          Long-term maturities of capital lease obligations    $    12,142
                                                               ===========

--------------------------------------------------------------------------------
                                     NOTE 5
                                  INCOME TAXES:
--------------------------------------------------------------------------------

As of June 30, 2002 deferred tax assets consist of the following:

     Federal loss carryforwards                                $ 1,150,000
     State loss carryforwards                                      290,000
     Other                                                          33,000
                                                               -----------
                                                                 1,473,000
     Less:  valuation allowances                                (1,473,000)
                                                               -----------

                                                               $        --
                                                               ===========

The Company has  established a valuation  allowance  equal to the full amount of
the deferred tax assets  primarily  because of uncertainty in the utilization of
net operating loss carryforwards.

                                      F-12
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 5
                            INCOME TAXES: (CONTINUED)
--------------------------------------------------------------------------------

As a result of stock  ownership  changes,  the Company's  ability to utilize net
operating  losses  in the  future  could be  limited,  in  whole or part,  under
Internal  Revenue Code Section 382. The Company was treated as an  S-Corporation
for income tax purposes  through May 13, 1997. As of June 30, 2002 the Company's
federal net operating loss carryforwards was approximately $3,600,000 and begins
expiring in 2012 through 2022.

The Company's tax expense  (benefit)  differed from the statutory rate primarily
due to the $278,000  change in the deferred tax asset  valuation  allowance from
June 30, 2001.

--------------------------------------------------------------------------------
                                     NOTE 6
                                  COMMITMENTS:
--------------------------------------------------------------------------------

The Company currently leases office space in Tempe, Arizona and office equipment
and  services  under  non-cancelable  operating  lease  agreements  which expire
through June 2005. For the years ended June 30, 2002 and 2001, expense under the
aforementioned  non-cancelable  operating  lease  agreements  was  approximately
$210,000 and $310,000, respectively.

Future  minimum  lease  payments due under the operating  lease  agreement is as
follows:

               YEAR ENDING
                 JUNE 30,
                 --------
                   2003                                        $   186,957
                   2004                                            192,946
                   2005                                            104,230
                                                               -----------

                                                               $   484,133
                                                               ===========

--------------------------------------------------------------------------------
                                     NOTE 7
                              STOCKHOLDERS' EQUITY:
--------------------------------------------------------------------------------

REVERSE STOCK SPLIT:

On March 30, 2001 the Company's  shareholders  approved a 1-for-10 reverse split
of the Company's  common stock.  As a result of the split,  the number of common
shares outstanding decreased by 28,331,226 and contributed capital was increased
by $141,656.  All  references in the  accompanying  financial  statements to the
number of common shares and per-share  amounts have been restated to reflect the
reverse stock split.

STOCK OPTIONS:

On July 13, 1999, the Board of Directors  authorized the  implementation  of the
1999 Equity  Compensation Plan. The plan allows for the award of incentive stock
options,  non-statutory  stock  options or  restricted  stock  awards to certain
employees,  directors,  consultants and independent contractors. The Company has
reserved an aggregate of 600,000 shares of common stock for  distribution  under
the plan.  Incentive  stock  options  granted  under the plan may be  granted to
employees  only,  and may not have an  exercise  price less than the fair market
value of the common  stock on the date of grant.  Options may be  exercised on a
one-for-one basis, with a maximum term of ten (10) years from the date of grant.

                                      F-13
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 7
                        STOCKHOLDERS' EQUITY: (CONTINUED)
--------------------------------------------------------------------------------

STOCK OPTIONS (CONTINUED):

A summary of the activity of options  under the plan and  non-statutory  options
granted  outside the plan  follows (all  amounts and  exercise  prices  adjusted
retroactively for the 1-for-10 reverse split):

                                                 NUMBER OF      WEIGHTED AVERAGE
                                                  OPTIONS        EXERCISE PRICE
                                                ------------     --------------
Outstanding at June 30, 2000                         355,971      $       5.00
Granted                                              618,557              0.97
Exercised                                             (9,707)             1.10
Forfeited                                           (127,440)             3.78
                                                ------------      ------------

Outstanding at June 30, 2001                         837,381              2.25
Granted                                              286,000              0.23
Exercised                                                 --                --
Forfeited                                            (60,191)             1.40
                                                ------------      ------------

Outstanding at June 30, 2002                       1,063,190      $       1.75
                                                ============      ============

Additional  information  about  outstanding  options to purchase  the  Company's
common stock as of June 30, 2002 is as follows:

<TABLE>
<CAPTION>
                                OPTIONS OUTSTANDING                  OPTIONS EXERCISABLE
                   -------------------------------------------    -------------------------
                               Weighted Avg.
                                 Remaining
                  Number of    Contractural     Weighted Avg.    Number of   Weighted Avg.
Exercise Price     Shares     Life (In Years)   Exercise Price    Shares     Exercise Price
---------------    -------    ---------------   --------------    -------    --------------
<C>                <C>           <C>              <C>             <C>          <C>
$22.50 - $13.10      6,300         6.17             $15.97          3,900        $17.23
 $9.40 - $7.50     104,000         7.64             $ 9.33         52,000        $ 9.33
 $3.40 - $2.20     151,523         7.99             $ 3.17         60,762        $ 2.91
     $1.10          60,905         5.82             $ 1.10         57,911        $ 1.10
 $0.41 - $0.40     466,461         8.80             $ 0.40        115,615        $ 0.40
 $0.32 - $0.14     274,000         9.62             $ 0.22        160,000        $ 0.22
</TABLE>

The stock options  issued to employees  have an exercise price not less than the
fair  market  value of the  Company's  common  stock on the  date of  grant.  In
accordance  with  accounting  for such options  utilizing  the  intrinsic  value
method,  there is no related  compensation  expense  recorded  in the  Company's
financial   statements  for  the  years  ended  June  30,  2002  and  2001.  Had
compensation cost for stock-based compensation been determined based on the fair
value of the options at the grant dates  consistent with the method of SFAS 123,
the  Company's  net loss for the years  ended June 30,  2002 and 2001 would have
been reduced to the pro forma amounts presented below:

                                      F-14
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 7
                        STOCKHOLDERS' EQUITY: (CONTINUED)
--------------------------------------------------------------------------------

STOCK OPTIONS: (CONTINUED)

                                                      YEARS ENDED JUNE 30,
                                               --------------------------------
                                                   2002                2001
                                               ------------        ------------
Net loss:
As reported                                    $   (655,852)       $ (1,565,510)
                                               ============        ============
Pro forma                                      $   (774,955)       $ (1,655,847)
                                               ============        ============

LOSS PER SHARE:
As reported                                    $      (0.09)       $      (0.25)
                                               ============        ============
Pro forma                                      $      (0.11)       $      (0.26)
                                               ============        ============

The fair value of option  grants is estimated as of the date of grant  utilizing
the  Black-Scholes  option-pricing  model with the  following  weighted  average
assumptions  for all  grants,  expected  life of  options  of three  (3)  years,
risk-free  interest  rates of seven  percent  (7%),  volatility  at twenty  five
percent (25%), and a zero percent (0%) dividend yield. The weighted average fair
value at date of grant for options  granted during the years ended June 30, 2002
and 2001 approximated $.50 and $1.50, respectively.

NON-EMPLOYEE STOCK OPTIONS AND WARRANTS:

In connection with its private  placements of common stock during the year ended
June 30, 2000 the Company issued  366,625  (post-split)  common stock  warrants.
Each  warrant  entitles  the  holder to  purchase  one share of common  stock at
varying  exercise prices  depending on the round of funding.  The exercise price
for the  first  round of  funding  was  $3.50  (post-split)  per  share  and are
exercisable  until  October  2002.  The  exercise  price for the second round of
funding was $2.80  (post-split)  per share and are  exercisable  until  February
2003. The warrant agreement contains a price adjustment provision that stated if
the  Company  sells  common  stock at a price  below the  exercise  price of the
warrants,  the  warrant  exercise  price would be adjusted to the price that the
common  stock was sold for. As a result of the sale of common  stock  during the
year ended June 30, 2002 at $.20 per share, the warrants exercise price has been
adjusted to $.20. In October,  2000, the Company entered into a Warrant Exercise
Agreement with certain of its warrant holders under which participating  holders
of the Company's  $3.50 per share and $2.80 per share  warrants  could  exercise
their warrants for one-half of the exercise price set forth in such warrants. In
addition to the reduction in exercise price, each holder who participated in the
Warrant Exchange  Agreement also received a new warrant agreement under the same
terms as the warrant  agreement just exercised.  In connection with this Warrant
Exchange  Agreement,  the  Company  received  approximately  $122,000  from  the
exercise of warrants to purchase 84,790 (post-split) shares of common stock.

During the year ended June 30,  2000 the  Company  granted  15,000  (post-split)
options to an individual  for  consulting  services.  The exercise  price of the
options is $4.50 (post-split) per share and are exercisable through August 2002.
The fair value of the options  granted was  estimated  at $11,500 at the date of
grant using the  Black-Scholes  pricing  model.  As of June 30, 2002 none of the
options have been exercised.

                                      F-15
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

--------------------------------------------------------------------------------
                                     NOTE 7
                        STOCKHOLDERS' EQUITY (CONTINUED):
--------------------------------------------------------------------------------

NON-EMPLOYEE STOCK OPTIONS AND WARRANTS: (CONTINUED)

The Company  granted 414  (post-split)  options  during the year ending June 30,
2000  to an  Institution  for  consulting  services  in  which a  member  of the
Company's  Board of Directors is a Principal.  The exercise price of the options
is $2.90  (post-split) per share and are exercisable  through November 2002. The
fair value of the  options  granted was  estimated  at $500 at the date of grant
using the  Black-Scholes  pricing model. As of June 30, 2002 none of the options
have been exercised.

During the year ended June 30,  2001 the  Company  granted  12,000  (post-split)
warrants  to an  entity  for  consulting  services.  The  exercise  price of the
warrants  ranges  from $.90 per share to $4.30  per share  (post-split)  and are
exercisable through March 2006. The fair value was $21,000 at the date of grant,
determined based on the value of services performed. As of June 30, 2002 none of
the warrants have been exercised.

During the year ended June 30, 2002 the  Company  granted  62,958  warrants to a
related party in  consideration  for entering into a promissory  note  agreement
with the  Company.  The  exercise  price of the warrant is $.25 per share and is
exercisable  through  September  2006.  As of June 30, 2002 none of the warrants
have been exercised.

During the year ended June 30, 2002 the  Company  granted  25,000  warrants to a
related  party in  consideration  for entering  into a revolving  line of credit
agreement with the Company.  The exercise price of the warrant is $.15 per share
and is  exercisable  through  November  2006.  As of June 30,  2002  none of the
warrants have been exercised.

--------------------------------------------------------------------------------
                                     NOTE 8
                               SUBSEQUENT EVENTS:
--------------------------------------------------------------------------------

In September 2002, the Company entered into a $200,000  revolving line of credit
agreement with a shareholder that expires on December 31, 2003, with interest at
10%.  Interest  only  payments  are due  monthly  and  the  line  of  credit  is
collateralized by all assets of the Company.

                                      F-16
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

     Not applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     Information  regarding  the Company's  directors and executive  officers is
provided below.

     THOMAS S. BEDNARIK.  Mr. Bednarik,  age 52, has served as President,  Chief
Executive  Officer and a director of the Company since February 2000. From April
1998 to  February  2000,  Mr.  Bednarik  served as Vice  President  of Sales and
Support at NetPro Computing, Inc. Mr. Bednarik has extensive executive and sales
management  experience in the information  technology industry and has served in
various  executive  management  capacities,  including Chief Executive  Officer,
President,  Vice President and Executive Vice President, with firms such as Idea
Corporation, Decision Data, Alcatel Information Systems and ITT Corporation.

     CRAIG J. SMITH,  CPA. Mr. Smith,  age 32, has served as the Company's  Vice
President of Finance and  Administration and Chief Financial Officer since April
1999.  From 1998 to 1999,  Mr. Smith  served as  Controller  of Pacific  Numerix
Corporation. From 1993 to 1998, he served as an Audit Manager of Semple & Cooper
LLP. Mr. Smith earned a masters in business  administration  from Arizona  State
University  in 2000 and a Bachelor of Science  degree in finance and  accounting
from Minnesota State University-Mankato in 1992.

     TODD P. BELFER. Mr. Belfer, age 34, has served as a director of the Company
since March 1999 and Chairman of the Board of Directors since November 1999. Mr.
Belfer also served as Chairman of the Board of Directors of Time  America,  Inc.
(previously Vitrix Incorpated) from April 1996 until March 1999. Mr. Belfer also
is  currently  serving  as a  director  of M.D.  Labs,  Incorporated,  a private
Arizona-based  company.  Mr. Belfer also co-founded Employee Solutions,  Inc. in
May 1990, and served as its Executive Vice-President and as a director from 1991
to 1996. Mr. Belfer earned a Bachelor of Science in Finance and Real Estate from
the University of Arizona in 1989.

     LISE M.  LAMBERT.  Ms.  Lambert,  age 45, has  served as a director  of the
Company  since  April 1999 and as  director of Time  America,  Inc.  (previously
Vitrix  Incorporated)  from January 1998 to March 1999. Ms. Lambert is President
of  Relevant,  Inc., a  consulting  company  that serves the  computer  software
industry.  Ms. Lambert has been employed by Relevant,  Inc. since 1996. In 1986,
Ms. Lambert co-founded  Mastersoft,  Inc., where she served as Vice-President of
Marketing  from 1986 to 1990 and  Senior  Vice-President  of Sales  from 1990 to
1995.  Ms. Lambert has held various sales and  management  positions,  including
Product Line Manager at MicroAge, Inc. in Tempe Arizona, and currently serves as
director for Planitax,  Inc. and Involve  Technology,  Inc. Ms.  Lambert  earned
Bachelor  of Arts  degrees  in  education  and  music,  and a Masters  degree in
deafness and audiology from Smith College.

                                       18
<PAGE>
     ROBERT W. ZIMMERMAN. Mr. Zimmerman, age 50, has served as a director of the
Company  since  March 2001.  Mr.  Zimmerman  is a  co-managing  shareholder  and
attorney  for Mallery & Zimmerman,  S.C.,  a general  practice law firm based in
Wisconsin. Mr. Zimmerman graduated from Marquette University in 1974 with majors
in  Accounting  and Finance and from  Marquette  University  Law School in 1977.
After law school Mr. Zimmerman worked in the Milwaukee office of Arthur Andersen
& Co. in the tax department and received his Wisconsin CPA certificate.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's directors and executive officers,  as well as persons beneficially
owning more than 10% of the Company's  outstanding Common Stock, to file reports
of  ownership  and  changes  in  ownership  with  the  Securities  and  Exchange
Commission (the "SEC") within specified time periods.  Such officers,  directors
and  shareholders  are also  required to furnish the Company  with copies of all
Section 16(a) forms they file.

     Based  solely  on its  review of such  forms  received  by it,  or  written
representations  from certain reporting  persons,  the Company believes that all
Section 16(a) filing requirements applicable to its officers,  directors and 10%
shareholders were complied with during the fiscal year ended June 30, 2002.

ITEM 10. EXECUTIVE COMPENSATION.

     The following  table  summarizes all  compensation  to the Company's  Chief
Executive Officer and to the Company's other most highly  compensated  executive
officers  other than the Chief  Executive  Officer whose total annual salary and
bonus  exceeded  $100,000  (collectively,  the "Named  Officers"),  for services
rendered to the Company for each of the fiscal years ended June 30,  2002,  2001
and 2000.

                                       19
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 LONG TERM
                                            ANNUAL COMPENSATION                 COMPENSATION
                                   --------------------------------------   ---------------------
                                                                                   AWARDS
                                                                            ---------------------
      NAME AND                                             OTHER ANNUAL     SECURITIES UNDERLYING
PRINCIPAL POSITION(1)       YEAR   SALARY($)   BONUS($)   COMPENSATION($)      OPTIONS/SARS (#)
---------------------       ----   ---------   --------   ---------------      ----------------
<S>                         <C>    <C>         <C>          <C>                  <C>
Thomas S. Bednarik(2)       2002   $130,000        -0-          -0-                100,000(2)
  President and             2001   $118,750    $12,704          -0-                325,000(2)
  Chief Executive Officer   2000   $ 39,531    $ 5,000          -0-                100,000(2)
</TABLE>

----------
(1)  No other executive  officer of the Company received  compensation in excess
     of $100,000 for the periods presented.

(2)  Mr.  Bednarik was appointed  President and Chief  Executive  Officer of the
     Company effective February 17, 2000. Had Mr. Bednarik been with the Company
     for the entire 2000  fiscal  year his annual  base  salary  would have been
     $115,000.  Pursuant to the terms of a letter agreement,  dated February 17,
     2000,  between Mr.  Bednarik  and the  Company,  Mr.  Bednarik  was granted
     options to purchase  100,000 shares of the Company's  Common Stock at a per
     share exercise price of $9.40.  Pursuant to the terms of an Incentive Stock
     Option Agreement dated August 22, 2000, Mr. Bednarik was granted additional
     options to purchase  100,000 shares of the Company's  Common Stock at a per
     share  exercise  price of $3.40.  Pursuant  to the terms of a  Nonstatutory
     Stock  Option  Agreement  dated April 17,  2001,  Mr.  Bednarik was granted
     options to purchase  225,000 shares of the Company's  Common Stock at a per
     share  exercise  price of $0.40.  Pursuant  to the terms of a  Nonstatutory
     Stock Option  Agreement  dated December 31, 2001, Mr.  Bednarik was granted
     options to purchase  100,000 shares of the Company's  Common Stock at a per
     share exercise price of $0.17.

     The following table sets forth information  concerning individual grants of
stock options made to the Named  Officers  during the fiscal year ended June 30,
2002.

                                       20
<PAGE>
                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                  INDIVIDUAL GRANTS
                      ------------------------------------------------------------------------------
                                                                            POTENTIAL REALIZED VALUE
                                                                              AT ASSUMED RATES OF
                         NUMBER OF      % OF TOTAL                             ANNUAL STOCK PRICE
                        SECURITIES     OPTIONS/SARS                             APPRECIATION FOR
                        UNDERLYING      GRANTED TO    EXERCISE                   OPTION TERM (2)
     NAME AND          OPTIONS/SARS    EMPLOYEES IN    PRICE    EXPIRATION    ---------------------
PRINCIPAL POSITION    GRANTED (#)(1)    FISCAL YEAR    ($/SH)      DATE        5% ($)       10% ($)
------------------    --------------    -----------    ------      ----       -------       -------
<S>                      <C>               <C>         <C>        <C>         <C>           <C>
Thomas S. Bednarik,      100,000            35%         $0.17     12/2011     $10,500       $27,000
President and Chief
Executive Officer
</TABLE>

----------
(1)  Pursuant  to the  terms of a  Nonstatutory  Stock  Option  Agreement  dated
     December 31, 2001,  Mr.  Bednarik was granted  options to purchase  100,000
     shares  of the  Company's  Common  Stock at a per share  exercise  price of
     $0.17. The options vested immediately and have a term of ten years.

(2)  Amounts represent hypothetical gains that could be achieved for the options
     if  exercised  at the end of the  option  term.  These  gains  are based on
     assumed rates of stock  appreciation of 5% or 10% compounded  annually from
     the date the  options  were  granted to their  expiration  date and are not
     presented to forecast possible future appreciation, if any, in the price of
     the Common  Stock.  Actual  gains,  if any, on stock option  exercises  are
     dependent on the future  performance  of the Common  Stock,  overall  stock
     market  conditions,  as well as the option  holder's  continued  employment
     through the vesting  period.  The amounts  reflected  in this table may not
     necessarily be achieved.

OPTION EXERCISE

     There were no option exercises by the Named Officers during the fiscal year
ended June 30, 2002.

EMPLOYMENT AGREEMENTS

     As of February 15, 2000,  the Board of Directors  approved the terms of Mr.
Bednarik's at-will employment with the Company for services as its President and
Chief  Executive  Officer.  Under the terms of a letter  agreement,  dated as of
February 17, 2000, Mr.  Bednarik  receives a base salary of $115,000,  which was
adjusted to $130,000  effective  April 2001.  Mr.  Bednarik is also  entitled to
receive  quarterly  and  annual  bonus  payments  payable  in cash  based on the
Company's  achievement of certain revenue targets for such periods. Mr. Bednarik
received a $12,704 cash bonus during the fiscal year ended June 30, 2001.

     Mr.  Bednarik is also entitled to participate in the Company's  medical and
dental plans,  with the Company  paying 50% of the cost of the medical  coverage
for Mr. Bednarik's family. Under the terms of the letter agreement, a portion of

                                       21
<PAGE>
Mr.  Bednarik's  unvested options become  immediately  vested in the event he is
terminated  without cause (as defined in his Option Agreement with the Company).
In the event the  Company  is  acquired  or merged  into  another  company,  any
unvested options will become automatically vested.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth certain information,  as of August 31, 2002,
concerning the beneficial  ownership of shares of Common Stock of the Company by
(i) each  person  known by the Company to  beneficially  own more than 5% of the
Company's  Common Stock;  (ii) each Director;  (iii) each of the Named Officers;
and (iv) all Directors and executive  officers of the Company as a group. To the
knowledge of the Company,  all persons  listed in the table have sole voting and
investment  power  with  respect  to their  shares,  except to the  extent  that
authority is shared with their respective spouse under applicable law.

                                                   SHARES BENEFICIALLY OWNED (1)
                                                  ------------------------------
NAME AND ADDRESS OF
BENEFICIAL OWNER (2)                               NUMBER                PERCENT
--------------------                              ---------              -------
Thomas S. Bednarik                                  381,250 (3)             4.1
Todd P. Belfer                                      823,073 (4)             9.0
Lise M. Lambert                                      88,733 (5)             1.0
Robert W. Zimmerman                                 125,175 (6)             1.4
Craig J. Smith                                       55,244 (7)             1.0
All directors and Named
Officers as a group                               1,473,475                15.5
Joseph L. Simek                                   3,948,585 (8)            43.0
Circle F. Ventures LLC                              875,000                 9.6

----------
(1)  A person is deemed to be the  beneficial  owner of  securities  that can be
     acquired  within 60 days from the date set forth above through the exercise
     of any option, warrant or right. Shares of Common Stock subject to options,
     warrants or rights that are currently  exercisable or exercisable within 60
     days are deemed  outstanding  for  computing  the  percentage of the person
     holding such options,  warrants or rights,  but are not deemed  outstanding
     for  computing  the  percentage  of  any  other  person.  The  amounts  and
     percentages are based upon 9,105,828 shares of Common Stock  outstanding as
     of August 31, 2002.

(2)  The address of each of the beneficial  owners is c/o Vitrix,  Inc., 51 West
     Third  Street,  Suite  310,  Tempe,  Arizona  85281,  except  for Circle F.
     Ventures  LLC whose  address is 17797  North  Perimeter  Drive,  Suite 105,
     Scottsdale, Arizona 85255.

(3)  Includes  (i)  256,250   shares  of  Common  Stock  which  are  subject  to
     unexercised  options that were exercisable on August 31, 2002, or within 60
     days  thereafter,  and (ii)  6,250  shares of Common  Stock  issuable  upon
     exercise  of  warrants  issued  in  the  Company's  February  2000  private
     placement.

                                       22
<PAGE>
(4)  Includes (i) 36,250 shares of Common Stock which are subject to unexercised
     options  that  were  exercisable  on  August  31,  2002,  or within 60 days
     thereafter, and (ii) 9,220 shares of Common Stock issuable upon exercise of
     warrants  issued in the  Company's  October 1999 and February  2000 private
     placements.

(5)  Includes (i) 52,219 shares of Common Stock which are subject to unexercised
     options  that  were  exercisable  on  August  31,  2002,  or within 60 days
     thereafter, and (ii) 2,320 shares of Common Stock issuable upon exercise of
     warrants issued in the Company's October 1999 placement.

(6)  Includes  20,000  shares of Common  Stock which are subject to  unexercised
     options  that  were  exercisable  on  August  31,  2002,  or within 60 days
     thereafter.

(7)  Includes (i) 27,244 shares of Common Stock which are subject to unexercised
     options  that  were  exercisable   August  31,  2002,  or  within  60  days
     thereafter, and (ii) 1,000 shares of Common Stock issuable upon exercise of
     warrants issued in the Company's October 1999 private placement.

(8)  Includes  87,958 shares of Common Stock  issuable upon exercise of warrants
     issued in consideration for entering into debt agreements during the fiscal
     year ending June 30, 2002.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Except as set forth below, the Company did not have any transactions during
fiscal 2002 with any director,  director nominee,  executive  officer,  security
holder known to the Company to own of record or beneficially more than 5% of the
Company's  Common  Stock,  or any member of the  immediate  family of any of the
foregoing persons, in which the amount involved exceeded $60,000.

     On March 31, 2001,  the Company  borrowed  $400,000 from Joseph L. Simek, a
significant  stockholder  of the Company.  The loan bears  interest at an annual
rate of prime  plus one  percent  (1%) and is  secured  by all of the  Company's
assets. Principal and interest payments of approximately $8,500 are due monthly,
with the  outstanding  principal  balance due on October 1, 2003. On November 2,
2001,  Mr. Simek  agreed to provide the Company with a $200,000  line of credit,
which is also secured by all of the Company's assets.  Borrowings under the line
of credit  bear  interest  at an annual  rate of 10%.  The line of credit  has a
maturity date of December 31, 2003. At June 30, 2002,  $359,632 was  outstanding
under the $400,000 loan and no balance was outstanding under the line of credit.

     On September 4, 2001, the Company borrowed $500,000 from Francis Simek, the
spouse of Mr.  Simek.  This loan bears  interest at an annual rate of 10% and is
secured by all of the  Company's  assets.  Principal  and  interest  payments of
$6,600 are due and payable monthly over a 60-month period.  At June 30, $476,856
was outstanding under this loan.

                                       23
<PAGE>
     In April  2001,  the  Company  issued  promissory  notes  in the  aggregate
principal  amount of  $375,000,  payable to  certain  third  parties,  including
$25,000 from Thomas S. Bednarik and $150,000  from Todd P. Belfer,  who are each
members of the Company's  Board of Directors,  and $150,000 from Francis  Simek,
the spouse of Mr. Simek.  These notes accrued interest at an annual rate of 18%,
with  interest  only payable  monthly until  November  2001,  followed by twelve
monthly  principal and interest  payments of $34,380  through  October 2002. The
notes were repaid on September 4, 2001.

     On  September  24,  2002,  Mr.  Simek  agreed to provide the Company with a
$200,000 line of credit,  which is also secured by all of the Company's  assets.
Borrowings  under the line of credit bear interest at an annual rate of 10%. The
line of credit has a maturity date of December 31, 2003.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits.  The exhibits as indexed immediately following the signature page
     of this Report are included as part of this Form 10-KSB.

(b)  Reports on Form 8-K.

     (1)  No reports were filed on Form 8-K during the fiscal quarter ended June
          30, 2002.

                                       24
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Registrant  caused  this  Report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                        VITRIX, INC.

                                        /s/ Thomas S. Bednarik
                                        ----------------------------------------
                                        Thomas S. Bednarik, President and Chief
                                        Executive Officer (Principal Executive
                                        Officer)

Dated: September 27, 2002

     In accordance  with the  Securities  Exchange Act of 1934,  this Report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes and appoints Thomas S. Bednarik and Craig J. Smith,  and each
of them, his true and lawful  attorneys-in-fact  and agents,  with full power of
substitution and  resubstititon for him or her and in his or her name, place and
stead,  in any and all  capacities,  to sign any and all amendments to this Form
10-KSB Annual Report, and to file the same, with all exhibits thereto, and other
documents in connection  therewith with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises,  as fully and to all intents and
purposes as he might or could do in person hereby  ratifying and  confirming all
that said  attorneys-in-fact  and agents, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

       SIGNATURES                        TITLE                       DATE
       ----------                        -----                       ----

/s/ Thomas S. Bednarik        President, CEO and Director     September 27, 2002
-------------------------     (Principal Executive Officer)
Thomas S. Bednarik


/s/ Craig J. Smith            Chief Financial Officer         September 27, 2002
-------------------------     (Principal Financial Officer)
Craig J. Smith


/s/ Todd P. Belfer            Chairman of the Board           September 27, 2002
-------------------------
Todd P. Belfer


/s/ Lise M. Lambert           Director                        September 27, 2002
-------------------------
Lise M. Lambert


/s/ Robert W. Zimmerman       Director                        September 27, 2002
-------------------------
Robert W. Zimmerman

                                       25
<PAGE>
     I, Thomas S.  Bednarik,  President and Chief  Executive  Officer of Vitrix,
Inc. (the "Company"), certify that:

     (1) I have  reviewed  the Annual  Report on Form 10-KSB for the fiscal year
ended June 30, 2002 (the "Report");

     (2) Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information included in the Report,  fairly present in all material respects the
financial condition and results of operations of the Company as of, and for, the
periods represented in the Report.

Dated: September 27, 2002

By: /s/ Thomas S. Bednarik
    -------------------------
    Thomas S. Bednarik
    President and Chief Executive Officer

                                       26
<PAGE>
     I, Craig J. Smith, Vice  President--Finance  and  Administration  and Chief
Financial Officer of Vitrix, Inc. (the "Company"), certify that:

     (1) I have  reviewed  the Annual  Report on Form 10-KSB for the fiscal year
ended June 30, 2002 (the "Report");

     (2) Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading; and

     (3) Based on my knowledge,  the financial  statements,  and other financial
information included in the Report,  fairly present in all material respects the
financial condition and results of operations of the Company as of, and for, the
periods represented in the Report.

Dated: September 27, 2002

By: /s/ Craig J. Smith
    -----------------------------------
    Craig J. Smith
    Vice President--Finance and Administration and Chief Financial Officer

                                       27
<PAGE>
                                  EXHIBIT INDEX

                                                           BY REFERENCE
EXHIBIT                                                       FROM       NO. IN
NUMBER                   DESCRIPTION                         DOCUMENT   DOCUMENT
------                   -----------                         --------   --------
3.1       Registrant's Articles of Incorporation                 A          3.1

3.1.1     Registrant's Amendment to its Articles of              A        3.1.1
          Incorporation, dated November 7, 1988

3.1.2     Registrant's Amendment to its Articles of              B        3.1.2
          Incorporation, dated June 25, 1991

3.1.3     Registrant's Certificate of Reverse Stock              C        3.1.3
          Split, dated February 15, 1994

3.1.4     Registrant's Certificate of Designation of             D        3.1.4
          Series A Preferred Stock, dated June 27, 1996

3.1.5     Registrant's Amendment to Articles of                  D         3.15
          Incorporation, dated June 25, 1996

3.1.6     Registrant's Certificate of Designation of             H        3.1.6
          Series B Preferred Stock, dated March 31, 1999

3.1.7     Registrant's Amendment to Articles of                  I          3.1
          Incorporation, dated October 7, 1999.

3.2       Amended Bylaws of the Registrant                       C          3.2

4.1       Registrant's Form of Common Stock Certificate          A          4.1

10.1      Stock Option Agreement, dated September 20,            E        10.17
          1993, between Registrant and Patrick McEnany

10.1.1    Amendment to Stock Option Agreement, dated             G           --
          February 21, 1995, between Registrant and
          Patrick McEnany

10.3      Registration Rights Agreement between the              F        10.18
          Company and Parlux Fragrances, Inc., dated
          June 28, 1996

10.6      1999 Equity Compensation Plan                          H         10.7

10.7.1    Lease Agreement, dated September 3, 1999,              I         10.1
          between LAFP Phoenix, Inc., as lessor, and
          the Registrant, as lessee.

                                       28
<PAGE>
                                                           BY REFERENCE
EXHIBIT                                                       FROM       NO. IN
NUMBER                   DESCRIPTION                         DOCUMENT   DOCUMENT
------                   -----------                         --------   --------
10.7.2    First Amendment to Office Lease Agreement,             J         10.1
          dated March 28, 2000, between LAFP Phoenix,
          Inc., as lessor and the Registrant, as lessee.

10.8      Securities Purchase Agreement, dated September         I         10.2
          21, 1999, between Circle F Ventures, LLC and
          the Registrant.

10.10     Merger Agreement, dated March 28, 2001 by and          K          2.1
          among Vitrix, Inc., Vitrix Incorporated, and
          Time America, Inc.

10.12     Letter from BDO Seidman, LLP, dated June 4,            L           16
          2001, regarding its concurrence or disagreement
          with the statements made by the registrant in
          the current report concerning the resignation
          or dismissal as the registrants principal
          accountant.

10.13     Promissory Note agreement dated September 4,           M           --
          2001 between Vitrix, Inc. and Frances L. Simek

10.14     Security agreement dated September 4, 2001             M           --
          between Vitrix, Inc. and Frances L. Simek

10.15     Warrant to purchase common stock agreement             M           --
          dated September 4, 2001 between Vitrix, Inc.
          and Frances L. Simek

10.16     Promissory Note agreement dated March 31, 2001   Filed herewith    --
          between Time America, Inc and Joseph L. Simek

10.17     Revolving Credit Agreement dated November 2,     Filed herewith    --
          2001 between Vitrix, Inc and Joseph L. Simek

99.1      Certification Pursuant to Section 906 of         Filed herewith    --
          Sarbanes-0xley Act of 2002.

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<PAGE>
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A.   Form S-18 Registration Statement No. 33-25704-NY.
B.   Form 10-K Annual  Report of the  Registrant  for the fiscal year ended June
     30, 1991.
C.   Form 10-KSB Annual Report of the  Registrant for the fiscal year ended June
     30, 1994.
D.   Form 8-K Current Report reporting event on June 28, 1996.
E.   Form 10-QSB Quarterly Report of the Registrant for the fiscal quarter ended
     December 31, 1993.
F.   Form 10-QSB Quarterly Report of the Registrant for the fiscal quarter ended
     December 31, 1995.
G.   Form 10-KSB Annual Report of the  Registrant for the fiscal year ended June
     30, 1996.
H.   Form 10-KSB Annual Report of the  Registrant for the fiscal year ended June
     30, 1999.
I.   Form 10-QSB Quarterly Report of the Registrant for the fiscal quarter ended
     September 30, 1999.
J.   Form 10-QSB Quarterly Report of the Registrant for the fiscal quarter ended
     March 31, 2000.
K.   Form 8-K Current Report reporting event on April 13, 2001.
L.   Form 8-K Current Report reporting event on June 6, 2001.
M.   Form 10-KSB Annual Report of the  Registrant for the fiscal year ended June
     30, 2001

                                       30