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, 2001

[ ]  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) 967-5800
                           (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,  2001  were
$4,077,736.

     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, 2000
was approximately $400,000.

     At  September  20, 2001,  the issuer had  outstanding  6,295,828  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.

     Vitrix was incorporated as Richard Barrie Fragrances,  Inc. in the State of
Nevada on June 6, 1988, for the original  purpose of  developing,  manufacturing
and marketing fragrances,  cosmetics,  skin treatment and personal care products
sold primarily through  department and specialty stores and drugstores.  On July
1,  1996,  following  the Asset  Sale  (discussed  below)  and  approval  of our
stockholders, we changed our name from "Richard Barrie Fragrances, Inc." to "FBR
Capital  Corporation."  On October 7, 1999,  we changed our name again from "FBR
Capital Corporation" to "Vitrix, Inc." As of the date of this report, we conduct
our operations through our subsidiary,  Time America,  formed on April 26, 1996.
Unless the context indicates otherwise, references to the Company in this report
shall include Vitrix and Time America.

     Effective June 30, 1996,  Vitrix sold  substantially  all of its properties
and rights (the "Asset Sale") to Parlux Fragrances,  Inc. During the period from
the Asset Sale to April 1999,  Vitrix's  operations  were limited to  conducting
administrative  activities and discussions with third parties regarding possible
business combinations.

     On April 15, 1999, Vitrix acquired the outstanding  capital stock of Vitrix
Incorporated  (name was later  changed  to Time  America,  Inc.  in April  2001)
pursuant to the terms of an Exchange  Agreement,  dated as of such date,  by and
among  Vitrix,  Vitrix  Incorporated  and  certain  of the  Vitrix  Incorporated
shareholders who agreed to participate in the transaction  (the  "Acquisition").
Under the terms of the  Exchange  Agreement,  each  outstanding  share of Vitrix
Incorporated  common stock, no par value per share ("Vitrix  Incorporated Common
Stock"),  was  converted  into a  combination  of .9225 shares of Vitrix  common
stock, $.005 par value per share ("Common Stock"), and 1.0736 shares of Series B
Convertible  Preferred  Stock,  $.01 par value per share, of Vitrix  ("Preferred
Stock").  Each share of Preferred  Stock was  automatically  converted  into one
share of Common  Stock on October 7, 1999,  when  Vitrix  amended it Articles of
Incorporation  to increase its authorized  capital to 50,000,000  shares so that
the conversion could be completed.

     The aggregate consideration paid in the Acquisition was 8,592,826 shares of
Common Stock and 10,000,000  shares of Preferred  Stock (the  "Shares").  Giving
effect to the  issuance of the Shares,  Vitrix  Incorporated  shareholders  held
approximately 80% of the outstanding shares of Common Stock (assuming conversion

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of the Preferred Stock into Common Stock and excluding  outstanding  options and
warrants)  immediately  subsequent to the  Acquisition  and the  shareholders of
Vitrix existing prior to the Exchange  Agreement owned the remaining 20% of such
Vitrix shares.

     Although Vitrix became the parent company of Vitrix Incorporated  following
the  consummation  of the  transaction,  the  acquisition was accounted for as a
recapitalization  of Vitrix  Incorporated  and the  purchase of Vitrix by Vitrix
Incorporated, since Vitrix Incorporated became the controlling company after the
transaction.

     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 Vitrix Incorporated,
with Vitrix Incorporated continuing as the surviving corporation.  In connection
with the merger,  Vitrix's shareholders approved a proposal effecting a 1-for-10
reverse stock split,  which was effective on April 5, 2001.  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  amount   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,  and the financial  statements for the fiscal
year ended June 30, 2000, have been restated to give effect to the combination.

PRODUCTS AND SERVICES

     Vitrix designs, develops, manufactures and markets 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  and  provide  reports  to help
companies  track and analyze how their  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.

LABOR MANAGEMENT SOLUTIONS


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

HOURTRACK 2000

     HourTrack 2000 is a powerful work force  management  solution that combines
state-of-the-art  "Client/Server"  software with a wide range of data collection
hardware to automate the process of tracking,  managing, auditing, and reporting
the many aspects of employee time and attendance. By replacing traditional punch

                                       3
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clocks and paper time sheets with a fully automated  system,  HourTrack 2000 has
been shown to produce substantial savings for companies of all sizes and genres.
The primary features of HourTrack 2000 include:

     *    TIME AND  ATTENDANCE - HourTrack  2000'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  2000.  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.

     *    JOB AND TASK  TRACKING - In addition  to tracking  total time spent on
          the job,  HourTrack 2000 enables employers to track the time employees
          spend on specific jobs and tasks. Powerful reporting assists companies
          with job costing, analysis and billing.

     *    WORKFORCE  SCHEDULING  - HourTrack  2000'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 - Hour Track 2000 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

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

                                        4
<PAGE>
     *    EASE OF USE - TA50 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's  tools  relieve  payroll  staff of time
          consuming,  stressful procedures such as manual review and calculation
          of time cards by automating calculating employee time and wages.

     *    WORKFORCE  SCHEDULING - TA50'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  includes over 80 standard  reports.  This
          reporting  feature,  which is also included in the Company's TA100 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.

TA100

     The TA100 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 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 include:

     *    TIME AND  ATTENDANCE  - TA100 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 and Genesis Pro products.

     *    STRATEGIC  REPORTING  - TA100  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:

                                       5
<PAGE>
     *    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.

     *    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 assists with job
          costing, analysis and billing.

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

     *    STRATEGIC  REPORTING - Genesis Pro includes over 140 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.

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

NETtime

     NETtime is a 100%  Web-based  service  deliverable  to clients  through the
application  service  provider  (ASP) model.  It delivers the  functionality  of
HourTrack  2000,  its client/  server  predecessor,  through  Web  distribution.
NETtime was released in September 2000. The main features of NETtime include:

     *    HOURTRACK  2000  STRUCTURE - By building on top of the HourTrack  2000
          engine,  NETtime  has  all of the  functionality  of  HourTrack  2000.
          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 or PDA device (Palm, Windows CE, etc.).

     *    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

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          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.

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).

     *    MOBILE  DEVICES  - It is  often  helpful  to  track  the time a mobile
          workforce  spends on projects.  Instead of a PC or terminal,  our data
          collection  software  runs  HourTrack  2000  on  a  palm-sized  device
          operating under the Windows CE terminal.

     *    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 2000
          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 delivers its ultimate user experience to clients
          accessing 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.

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<PAGE>
     *    WEB-ENABLED  CELL PHONE OR PDA - A  streamlined  version of NETtime is
          available  to  clients  accessing  the  service  through  a  text-only
          browser,  such as those  operating on cell phones and PDAs.  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.

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  Vitrix's   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
Partner Program,  as well as directly to end users. 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.

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MANUFACTURING AND SOURCES OF SUPPLY

     The  duplication  of Vitrix  software is done with our own  equipment.  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  future,  could  result  in  delays or  reductions  in  product
shipments, which could have a material adverse effect on our 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
2001 and 2000, research and development expenses were $1,159,666 and $1,220,174,
respectively. 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 which 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 are  inadequate  or 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

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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.  Although we believe we have certain technological and other advantages
over  our  current  competitors,   maintaining  those  advantages  will  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.   Many  of  our  competitors,   such  as  Kronos
Corporation and Tyco/Simplex,  are  substantially  larger  and  have  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,  2001,  we  employed  thirty-four  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  9,000 square feet in Tempe,  Arizona under a lease
agreement,  which  commenced  in  November  1999.  Our rental  expense  for this
facility  in fiscal 2001 was  approximately  $205,000.  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.

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

     No matters were submitted to a vote of our  shareholders  during the fiscal
quarter ended June 30, 2001.

                                     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." 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 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

                                   FISCAL 2000

         PERIOD                                   HIGH               LOW
         ------                                   -----             -----
     First quarter                                $0.69             $0.38
     Second quarter                                0.38              0.22
     Third quarter                                 3.25              0.22
     Fourth quarter                                0.94              0.28

     Effective  prior to the opening of the market for trading on April 5, 2001,
the Company effected a 1-for10 reverse split of its common stock

     As of September 25, 2000, there were approximately 250 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.

                                       11
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

RESULTS OF OPERATIONS

     The following discussion and analysis provides information which 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,  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. 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, and
the  financial  statements  for the fiscal year ended June 30,  2000,  have been
restated to give effect to the combination.

                         SELECTED FINANCIAL INFORMATION

                                                        Years Ended June 30,
                                                     ---------------------------
                                                        2001             2000
                                                     ----------       ----------
Total Revenues                                       $4,077,736       $3,913,579
Costs of Revenues                                     2,069,740        1,800,065
Gross Profit                                          2,007,996        2,113,514
Sales and Marketing Expense                           1,060,316        1,118,987
Research and Development Expense                      1,159,666        1,220,174
General and Administrative Expense                    1,168,276        1,095,352
Net Loss                                              1,565,510        1,329,069
Basic Loss per Share                                       0.25             0.23

COMPARISON OF THE FISCAL YEARS ENDED JUNE 30, 2001 AND JUNE 30, 2000

     REVENUES.  Revenue for the fiscal year ended June 30, 2001 (the  "reporting
period"),  rose 4% to  $4,077,736,  compared  to revenue of  $3,913,579  for the
fiscal  year ended June 30,  2000 (the  "comparable  period").  This  growth was
principally   the  result  of  increased   customer  demand  for  the  Company's
professional  services,  which  resulted  in an  increase  in sales  volume  for
services revenue.

     PRODUCT  SALES.  Product  sales for the  reporting  period  decreased 3% to
$3,348,185  in the  reporting  period,  compared to revenue of $3,460,134 in the
comparable  period. The decline in product revenue was principally the result of
decreased customer demand.

     SERVICE REVENUE.  Service revenue for the reporting period increased 61% to
$729,551  in the  reporting  period,  compared  to  revenue of  $453,445  in the
comparable  period.  The  increase  was  principally  the result of an increased
demand by our customers needing professional services. The increase in demand is
primarily  attributable  to the  introduction  of new  products  that  are  more
sophisticated and robust.

                                       12
<PAGE>
     GROSS  PROFIT.  Gross  profit as a  percentage  of revenues  was 49% in the
reporting period and 54% in the comparable period. Gross profit on product sales
in the reporting  period was 54% compared to 59% in the comparable  period.  The
decrease 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 hardware,  which typically  generates
lower gross profit,  represented a higher proportion of product revenues than in
the comparable period. Gross profit on service revenues was 26% in the reporting
period compared to 19% in the comparable  period. The increase was primarily due
to a  substantial  increase in service  revenue and  providing the services in a
more cost efficient manner.

     EXPENSES. Sales and marketing expenses were $1,060,316, or 26% of revenues,
in the reporting  period and $1,118,987,  or 29% of revenues,  in the comparable
period. The slight decrease in sales and marketing expense in the current period
is primarily due to decreased labor costs.

     Research and development expenses were $1,159,666,  or 28% of revenues,  in
the  reporting  period and  $1,220,174,  or 31% of revenues,  in the  comparable
period.  The slight decrease in research and development  expense in the current
period is primarily due to decreased labor costs.

     General and administrative expenses were $1,168,276, or 29% of revenues, in
the  reporting  period and  $1,095,352,  or 28% of revenues,  in the  comparable
period.  The  increase  in general  and  administrative  expenses in the current
period is  primarily  attributable  to expenses  incurred to complete the merger
with Time America, Inc.

     Other income  (expense) was $(102,168) in the reporting period and $(8,070)
in the comparable  period.  The increase in expense is due to a loss in disposal
of assets in the current period and additional  interest  expense  incurred as a
result of increased borrowing of long-term debt in the current period.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2001, the Company had a working capital deficit of $156,171,
as compared to a deficit of $83,165 at June 30, 2000. Cash and cash  equivalents
at those dates amounted to $177,586 and $636,932, respectively.

                                       13
<PAGE>
     OPERATIONS.  Net cash used by  operations  decreased to  $1,078,195  in the
reporting  period,  compared to net cash used by operations of $1,206,037 in the
comparable  period.  The decrease in net cash used by  operations  was primarily
attributable to increases in non-cash charges for loss on disposal of assets and
impairment of asset, and an increase in accounts payable.

     INVESTMENT  ACTIVITIES.  The Company used $46,993 and $224,694, to purchase
property and equipment in fiscal 2001 and 2000, respectively.

     FINANCING ACTIVITIES. During the reporting period, the Company received net
proceeds  from  long-term  debt  in  the  approximate  amount  of  $560,000  and
approximately  $133,000  from the exercise of common stock options and warrants.
During the  comparable  period,  the  Company  raised  approximately  $1,475,000
aggregate  proceeds from the issuance of Common Stock and the exercise of common
stock options and warrants.

     At August 31, 2000, the Company  anticipates  its working capital and funds
generated from  operations  are sufficient to fund the Company's  operations for
the next six months.  In the absence of  obtaining  additional  capital  through
asset sales, securing a revolving credit facility,  debt or equity offerings, or
a  combination  of the  foregoing,  the  Company  will be  unable  to  fund  its
operations  and  will  experience  defaults  under  certain  of its  contractual
agreements, including its lease agreements for its corporate headquarters. These
agreements are subject to  termination  in the event of default.  Certain of the
parties to these  agreements  could take legal  action  against  the  Company to
collect amounts owed to them.  Accordingly,  the Company's  financial  condition
could require that the Company seek the protection of applicable  reorganization
laws in order to avoid or delay actions by third parties, which could materially
adversely affect,  interrupt or cause the cessation of the Company's operations.
As a result, the Company's  independent certified public accountants have issued
a going  concern  opinion on the  financial  statements  of the  Company for the
fiscal year ended June 30, 2001.

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 Company does not
expect the adoption of the standards to have a material  effect on the financial
statements.  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.

     In addition,  the Financial  Accounting Standards Board has adopted Opinion
No. 143, Accounting for Asset Retirement Obligations, effective for fiscal years
beginning  after June 15, 2002.  The Company does not expect the adoption of the
standard to have a material effect on the financial statements.

                                       14
<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  which 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.

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

                                       15
<PAGE>
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,  2001,  and the related  consolidated  statements  of
operations,  changes in  stockholders'  equity  (deficit) and cash flows for the
years ended June 30, 2001 and 2000. 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  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 presents
fairly, in all material respects, the consolidated financial position of Vitrix,
Inc. and subsidiary,  as of June 30, 2001, and the  consolidated  results of its
operations,  changes in stockholders'  equity (deficit),  and its cash flows for
the years ended June 30, 2001 and 2000, in conformity  with  generally  accepted
accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
consolidated  financial  statements,  the Company's significant operating losses
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Managements'  plans in regard to this matter are also  discussed  in Note 7. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

                                        /s/ Semple & Cooper, LLP

Phoenix, Arizona
September 14, 2001

                                       F-1
<PAGE>
                           VITRIX, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2001


CURRENT ASSETS:
  Cash and cash equivalents (Note 1)                                $   177,586
  Accounts receivable - trade, net (Note 1)                             506,989
  Inventory (Note 1)                                                    247,550
  Prepaid expenses and other current assets                              42,871
                                                                    -----------

       TOTAL CURRENT ASSETS                                             974,996

PROPERTY AND EQUIPMENT, NET (NOTES 1 AND 2)                             164,622
                                                                    -----------

       TOTAL ASSETS                                                 $ 1,139,618
                                                                    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Current portion of long-term debt (Note 3)                        $   340,577
  Accounts payable                                                      431,938
  Accrued liabilities                                                   201,403
  Deferred revenue (Note 1)                                             157,249
                                                                    -----------

       TOTAL CURRENT LIABILITIES                                      1,131,167

LONG-TERM DEBT, LESS CURRENT PORTION (NOTE 3)                           487,865
                                                                    -----------

       TOTAL LIABILITIES                                              1,619,032
                                                                    -----------

COMMITMENTS: (NOTE 5)                                                        --

STOCKHOLDERS' EQUITY (DEFICIT): (NOTE 6)
  Common stock, $.005 par value, 50,000,000 shares
    authorized, 6,295,828 shares issued and outstanding                  31,479
  Contributed capital                                                 5,503,970
  Accumulated deficit                                                (6,014,863)
                                                                    -----------

       TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                            (479,414)
                                                                    -----------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $ 1,139,618
                                                                    ===========

                   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,
                                                     --------------------------
                                                        2001           2000
                                                     -----------    -----------
Revenues:
  Product sales                                      $ 3,348,185    $ 3,460,134
  Services revenue                                       729,551        453,445
                                                     -----------    -----------

       TOTAL REVENUES                                  4,077,736      3,913,579
                                                     -----------    -----------
COST OF REVENUES:
  Product                                              1,529,766      1,431,187
  Services                                               539,974        368,878
                                                     -----------    -----------

       TOTAL COST OF REVENUES                          2,069,740      1,800,065
                                                     -----------    -----------

GROSS PROFIT                                           2,007,996      2,113,514
                                                     -----------    -----------
COSTS AND EXPENSES:
  Sales and marketing                                  1,060,316      1,118,987
  Research and development                             1,159,666      1,220,174
  General and administrative                           1,168,276      1,095,352
  Impairment of asset (Note 2)                            83,080             --
                                                     -----------    -----------

       TOTAL COSTS AND EXPENSES                        3,471,338      3,434,513
                                                     -----------    -----------

NET LOSS FROM OPERATIONS                              (1,463,342)    (1,320,999)
                                                     -----------    -----------
OTHER INCOME (EXPENSE):
  Interest expense                                       (79,598)       (39,725)
  Loss on disposal of fixed assets                       (62,107)            --
  Other                                                   26,577             --
  Interest income                                         12,960         31,655
                                                     -----------    -----------

                                                        (102,168)        (8,070)
                                                     -----------    -----------

NET LOSS                                             $(1,565,510)   $(1,329,069)
                                                     ===========    ===========

BASIC AND DILUTED LOSS PER SHARE (NOTE 1)            $     (0.25)   $     (0.23)
                                                     ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING          6,263,920      5,877,492
                                                     ===========    ===========

                   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, 2001 AND 2000

<TABLE>
<CAPTION>
                                      PREFERRED STOCK              COMMON STOCK
                                  ------------------------    ------------------------    CONTRIBUTED    ACCUMULATED
                                    SHARES        AMOUNT        SHARES        AMOUNT        CAPITAL        DEFICIT         TOTAL
                                  -----------    ---------    ----------   -----------    -----------    -----------    -----------
<S>                               <C>            <C>          <C>          <C>            <C>            <C>            <C>
Balance at July 1, 1999, as
  previously reported              10,000,000    $ 100,000    13,241,031   $    66,205    $   956,468    $  (870,617)   $   252,056
Adjustment in connection
  with pooling of interests                --           --     3,147,914        15,740      2,020,140     (2,249,667)      (213,787)
Issuance of stock options
  for services                             --           --            --            --         12,000             --         12,000
Exercise of stock options                  --           --        70,000           350         26,375             --         26,725
Exercise of warrants                       --           --       264,687         1,323          4,500             --          5,823
Sale of common stock and
  warrants, net of costs                   --           --     6,732,500        33,663      1,409,662             --      1,443,325
Issuance of common stock
  for services                             --           --       200,000         1,000         39,000             --         40,000
Preferred stock conversion        (10,000,000)    (100,000)   10,000,000        50,000         50,000             --             --
Net loss                                   --           --            --            --             --     (1,329,069)    (1,329,069)
                                  -----------    ---------    ----------   -----------    -----------    -----------    -----------

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)
                                  ===========    =========    ==========   ===========    ===========    ===========    ===========
</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,
                                                           ---------------------------
                                                              2001            2000
                                                           -----------     -----------
<S>                                                        <C>             <C>
Increase (Decrease) in Cash and Cash Equivalents:
 Cash flows from operating activities:
 Net Loss                                                  $(1,565,510)    $(1,329,069)
 Adjustments to reconcile net loss to net
   cash used by operating activities:
   Depreciation                                                 91,653          71,833
   Common stock, stock options, and warrants
     issued for services                                        21,000          52,000
   Loss on disposal of assets                                   62,107              --
   Impairment of asset                                          83,080              --
   Contribution of related party accounts payable              165,780              --
 Changes in Assets and Liabilities:
   Accounts receivable-trade                                     9,015        (204,561)
   Inventory                                                    (5,990)        (13,491)
   Prepaid expenses and other current assets                    38,749         (52,321)
   Accounts payable                                            117,226         (48,387)
   Accounts payable - related party                           (131,483)         68,600
   Accrued liabilities                                          54,970          81,961
   Deferred revenue                                            (18,792)        167,398
                                                           -----------     -----------
      NET CASH USED BY OPERATING ACTIVITIES                 (1,078,195)     (1,206,037)
                                                           -----------     -----------
 CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                          (46,993)       (224,694)
                                                           -----------     -----------
     NET CASH USED BY INVESTING ACTIVITIES                     (46,993)       (224,694)
                                                           -----------     -----------
 CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term debt                              1,204,991         200,000
   Repayment of long-term debt                                (645,000)             --
   Repayment of capital leases                                 (27,092)        (14,925)
   Proceeds from exercise of stock options and warrants        132,943          32,548
   Proceeds from issuance of stock                                  --       1,443,325
                                                           -----------     -----------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                 665,842       1,660,948
                                                           -----------     -----------

Net change in cash and cash equivalents                       (459,346)        230,217

Cash and cash equivalents at beginning of year                 636,932         406,715
                                                           -----------     -----------

Cash and cash equivalents at end of year                   $   177,586     $   636,932
                                                           ===========     ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid                                           $    71,306     $    37,531
                                                           ===========     ===========
   Income taxes paid                                       $        --     $        --
                                                           ===========     ===========
NONCASH INVESTING AND FINANCING ACTIVITIES:
   Assets acquired by entering into capital leases         $        --     $    52,145
                                                           ===========     ===========
   Conversion of related party notes and
     accrued interest to equity                            $   529,300     $        --
                                                           ===========     ===========
</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,  and the  financial  statements  for the fiscal year ended
June 30, 2000 have been restated to give effect to the combination.

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

Following is a reconciliation of the amounts of revenues and net loss previously
reported for fiscal year 2000 with restated amounts:

                           YEAR ENDED                               YEAR ENDED
                          JUNE 30, 2000                            JUNE 30, 2000
                          -------------                            -------------
Revenue:                                 Net Loss
  As previously reported   $ 1,261,866     As previously reported   $(1,098,219)
  Time America, Inc.         2,651,713     Time America, Inc.          (230,850)
                           -----------                              -----------

  As restated              $ 3,913,579     As restated              $(1,329,069)
                           ===========                              ===========

                                       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)
--------------------------------------------------------------------------------

NATURE OF BUSINESS, MERGER AND NAME CHANGES (CONTINUED):

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.

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.

ACCOUNTS RECEIVABLE - TRADE:

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.  As  of  June  30,  2001  a  provision  for
uncollectible accounts has been established in the amount of $55,000.

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  $81,000, under five (5) capital lease agreements expiring through
January 2003. 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.

                                       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)
--------------------------------------------------------------------------------

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.

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.

                                       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)
--------------------------------------------------------------------------------

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, 2001
and 2000,  options and warrants to purchase  1,231,420 and 773,820 (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.

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 Company  does not expect the
adoption of the standards to have a material effect on the financial statements.
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.

In addition,  the Financial  Accounting  Standards Board has adopted Opinion No.
143,  Accounting for Asset  Retirement  Obligations,  effective for fiscal years
beginning  after June 15, 2002.  The Company does not expect the adoption of the
standard to have a material effect on the financial statements.

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

--------------------------------------------------------------------------------
                                     NOTE 2
                             PROPERTY AND EQUIPMENT:
--------------------------------------------------------------------------------

At June 30, 2001 property and equipment consists of:

     Computers, software and  equipment                          $ 329,828
     Furniture and fixtures                                         52,097
     Leasehold improvements                                         15,103
                                                                 ---------
                                                                   397,028
     Less: accumulated depreciation                               (232,406)
                                                                 ---------

                                                                 $ 164,622
                                                                 =========

Depreciation expense was $91,653 and $71,833,  respectively, for the years ended
June 30, 2001 and 2000.

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.

--------------------------------------------------------------------------------
                                     NOTE 3
                                 LONG-TERM DEBT:
--------------------------------------------------------------------------------

At June 30, 2001 long-term debt consists of the following:

     10% convertible subordinated promissory note to an
     individual, see description below.                               $  19,500

     18% promissory notes to certain third parties, including
     members of the Company's Board of Directors; interest only
     payments through November 2001 followed by 12 monthly
     principal and interest payments of $34,380 through October
     2002. Collateralized by all assets of the Company.                 375,000

     Promissory note to a shareholder, 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 2002.     400,000

     Capital leases payable, interest at rates ranging from 15%
     to 24%, payable in monthly installments of principal and
     interest, maturing through January 2003                             33,942
                                                                      ---------
                                                                        828,442
          Less: current portion                                        (340,577)
                                                                      ---------

          Long-term debt                                              $ 487,865
                                                                      =========

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

--------------------------------------------------------------------------------
                                     NOTE 3
                           LONG-TERM DEBT: (CONTINUED)
--------------------------------------------------------------------------------

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,  FBR  completed  an
exchange  offer in the aggregate  principal  amount of  $5,040,750  with certain
holders of the notes. On October 21, 1996, FBR completed the  extinguishments of
$97,500  of the notes in  exchange  for cash and,  common  stock  warrants.  The
Company  believes the remaining note holder will also accept a settlement of the
obligation on terms not requiring the full cash payment of the amount due. As of
June 30, 2001, accrued interest on the note was $14,568.

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.

As of June 30,  2001  future  minimum  payments  due  under the  long-term  debt
agreements are as follows:

            YEAR ENDING
              JUNE 30,
            -----------
                2002                                           $ 319,097
                2003                                             475,403
                                                               ---------

                Total                                          $ 794,500
                                                               =========

As of June 30, 2001 future  minimum  lease  payments due under the capital lease
agreements, are as follows:

            YEAR ENDING
              JUNE 30,
            -----------
                2002                                           $  26,316
                2003                                              13,231
                                                               ---------

     Total minimum lease payments                                 39,547
     Less: amount representing interest                           (5,605)
                                                               ---------
     Present value of net minimum lease payments                  33,942
     Less: current maturities of capital lease obligations       (21,480)
                                                               ---------
          Long-term maturities of capital lease obligations    $  12,462
                                                               =========

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

--------------------------------------------------------------------------------
                                     NOTE 4
                                  INCOME TAXES:
--------------------------------------------------------------------------------

As of June 30, 2001 deferred tax assets consist of the following:


     Federal loss carryforwards                                $   955,000
     State loss carryforwards                                      240,000
                                                               -----------
                                                                 1,195,000
     Less: valuation allowances                                 (1,195,000)
                                                               -----------

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

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.

As a result of stock  ownership  changes  during  1997 and 1998,  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, 2001
the  Company's  federal  net  operating  loss  carryforwards  was  approximately
$2,975,000 and begins expiring in 2012 through 2021.

The Company's tax expense  (benefit)  differed from the statutory rate primarily
due to the $525,000  change in the deferred tax asset  valuation  allowance from
June 30, 2000.

--------------------------------------------------------------------------------
                                     NOTE 5
                                  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, 2001 and 2000, expense under the
aforementioned  non-cancelable  operating  lease  agreements  was  approximately
$310,000 and $115,000, respectively.

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

            Year Ending
              June 30,
            -----------
               2002                                            $ 250,665
               2003                                              258,622
               2004                                              266,578
               2005                                              145,608
                                                               ---------

                                                               $ 921,473
                                                               =========

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

--------------------------------------------------------------------------------
                                     NOTE 6
                              STOCKHOLDERS' EQUITY:
--------------------------------------------------------------------------------

SERIES B PREFERRED STOCK:

The Series B Preferred  Stock  automatically  converted  into common  stock on a
one-for-one  basis on October 7, 1999 when the Company  amended its  Articles of
Incorporation to increase the authorized common stock to 50,000,000 shares.

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.

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, 1999                       163,001          $   1.40
Granted                                            318,323              5.80
Exercised                                           (7,000)             3.80
Forfeited                                         (118,353)             2.30
                                                  --------          --------

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
                                                  ========          ========

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

--------------------------------------------------------------------------------
                                     NOTE 6
                        STOCKHOLDERS' EQUITY (CONTINUED):
--------------------------------------------------------------------------------

STOCK OPTIONS (CONTINUED):

Additional  information  about  outstanding  options to purchase  the  Company's
common stock as of June 30, 2001 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
--------------     ------     ---------------   --------------    ------     --------------
<S>               <C>              <C>              <C>           <C>            <C>
$22.50 - $13.10     6,300          7.17             $15.97         2,700         $18.69
 $9.40 - $5.60    109,500          8.65             $ 9.14        27,375         $ 9.14
 $3.40 - $2.20    159,523          8.99             $ 3.17        27,881         $ 2.44
 $1.88 - $1.10     65,500          6.93             $ 1.12        56,646         $ 1.10
 $0.41 - $0.40    496,558          9.80             $ 0.40            --         $   --
</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,  2001  and  2000.  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,  2001 and 2000 would have
been reduced to the pro forma amounts presented below:

                                                 YEARS ENDED JUNE 30,
                                            -------------------------------
                                               2001                2000
                                            -----------         -----------
Net loss:
As reported                                 $(1,565,510)        $(1,329,069)
                                            ===========         ===========
Pro forma                                   $(1,655,847)        $(1,333,850)
                                            ===========         ===========
LOSS PER SHARE:
As reported                                 $     (0.25)        $     (0.23)
                                            ===========         ===========
Pro forma                                   $     (0.26)        $     (0.23)
                                            ===========         ===========

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, 2001
and 2000 approximated $1.50 and $.50, respectively.

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

--------------------------------------------------------------------------------
                                     NOTE 6
                        STOCKHOLDERS' EQUITY (CONTINUED):
--------------------------------------------------------------------------------

NON-EMPLOYEE STOCK OPTIONS AND WARRANTS:

During the year ended June 30, 1998,  the Company  granted  warrants to purchase
62,279  (post-split) shares of the Company's common stock. Each warrant entitles
the holder to purchase  one share of common  stock at an exercise  price of $.22
(post-split)  per share.  During the year ended June 30,  2000  26,469  warrants
(post-split)  were  exercised,  generating  proceeds of $5,823.  During the year
ended June 30,  2001 2,595  warrants  (post-split)  were  exercised,  generating
proceeds of $571.  The remaining  un-exercised  warrants of 33,216 (post -split)
expired in June 2001.

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  is  $3.50  (post-split)  per  share  and are
exercisable  until  October  2002.  The  exercise  price for the second round of
funding is $2.80 (post-split) per share and are exercisable until February 2003.
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, 2001 none of the
options have been exercised.

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, 2000 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, 2001 none of
the warrants have been exercised.

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

--------------------------------------------------------------------------------
                                     NOTE 7
                    BASIS OF PRESENTATION AND GOING CONCERN:
--------------------------------------------------------------------------------

Through  June  30,  2001,  the  Company  had  sustained  recurring  losses  from
operations,  and as of August 31, 2001,  the Company  estimates that its working
capital and funds generated from operations are sufficient to fund the Company's
operations for the next six months.  These  conditions raise  substantial  doubt
about the ability of the Company to continue as a going  concern.  During fiscal
2002,  the  Company   expects  to  meet  its  working  capital  and  other  cash
requirements with cash derived from operations, short-term receivables, software
license fees, and other financing as required.  While the Company  believes that
it will succeed in attracting additional capital, there can be no assurance that
the Company's efforts will be successful.  The Company's  continued existence is
dependent  upon its ability to achieve and  maintain  profitable  operations  by
controlling expenses and obtaining additional business. Management believes that
the merger with Time America,  Inc. and continued  cost controls  should improve
the  Company's  financial  results  in  fiscal  2002.  However,  there can be no
assurance  that  the  Company's  efforts  to  achieve  and  maintain  profitable
operations  will be  successful.  The  financial  statements  do not include any
adjustments that might result from the outcome of these uncertainties.

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

On September 4, 2001 the Company  received  $500,000  through a promissory  note
with a  significant  shareholder.  The  promissory  note  calls for  sixty  (60)
payments of principal and interest in the amount of $6,600 commencing October 1,
2001 followed by a balloon  payment of $313,396 due October 2006. The promissory
note is collateralized  by all assets of the Company.  The Company used $375,000
of the proceeds of the promissory note to pay off the outstanding balance of the
18% promissory notes to certain third parties (See Note 3).

                                      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 51, 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 28 years of executive  and
sales  management  experience  in the  information  technology  industry and has
served in various  executive  management  capacities,  including Chief Executive
Officer,  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 31, 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 33, 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  President  and  Chairman  of the Board of M.D.  Labs,
Incorporated,  a private Arizona-based company, where he has been employed since
February 1994. 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  Economics  from the
University of Arizona in 1989.

     LISE M.  LAMBERT.  Ms.  Lambert,  age 44, 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 OutBack  Resource  Group.  Ms.  Lambert  earned a Bachelor of Arts
degrees in education and music,  and a Masters  degree in deafness and audiology
from Smith College.

                                       16
<PAGE>
     ROBERT W. ZIMMERMAN. Mr. Zimmerman, age 49, 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.

     BAHAN SADEGH. Mr. Sadegh, age 28, co-founded Time America, Inc. (previously
Vitrix  Incorporated)  in 1996,  and has served as Chief  Technology  Officer of
Vitrix  since  April 1999 and as a director  of Vitrix  from April 1999 to March
2001.  Mr.  Sadegh also served as a director of Time America,  Inc.  (previously
Vitrix  Incorporated)  from April 1996 to March 1999.  Mr.  Sadegh  served as an
engineer consultant for Brouwer, Palmer and Associates from 1992 until 1995. Mr.
Sadegh is  completing a degree in  mathematics  and business  administration  at
Arizona State University.

     JAMES MARTIN. Mr. Martin, age 38, has served as Vice President of Sales for
the Company since March, 2001. Mr. Martin co-founded Time America,  Inc. (merged
with  Vitrix in March 2001) in 1988 and served as Vice  President  of Sales from
October 1999 to March 2001. Mr. Martin graduated from DeVry Institute in 1985.

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, 2001.

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,  2001,  2000
and 1999.

                                       17
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                            ANNUAL COMPENSATION             LONG TERM 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)       2001   $118,750    $12,704          -0-               325,000(2)
  President and             2000    $39,531     $5,000          -0-               100,000(2)
  Chief Executive Officer   1999      N/A        N/A            N/A                  N/A

Philip R. Shumway(3)        2001      N/A        N/A            N/A                  N/A
  President and             2000    $68,939      N/A            N/A                  N/A
  Chief Executive Officer   1999    $31,439      N/A            N/A               75,853(4)
</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  fiscal  year 2000 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 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.

(3)  Mr.  Shumway  resigned  as  President  and Chief  Executive  Officer of the
     Company  effective  October  31,  1999.  Mr.  Shumway's  annual  salary was
     $100,000.  The salary amount for Mr. Shumway  reflects  salary received for
     the period July 1, 1999 through March 8, 2000. In accordance with the terms
     of a Severance  Agreement and General Release,  dated October 25, 1999, Mr.
     Shumway was paid severance pay from November 1, 1999 to March 8, 2000.

(4)  Pursuant to the terms of his Employment  Agreement with Vitrix, Mr. Shumway
     received  options to purchase 38,000 shares of Common Stock of Vitrix which
     were converted to options to purchase 75,853 shares of Company Common Stock
     in connection  with the  consummation of the  transactions  contemplated by
     that certain  Exchange  Agreement,  dated April 15, 1999,  by and among the
     Company,  Vitrix  Incorporated and the shareholders  signatory thereto.  In
     accordance  with the terms of a Severance  Agreement  and General  Release,
     dated October  25,1999,  between the Company and Mr.  Shumway,  Mr. Shumway
     agreed to forfeit all but 12,000 of such options.

                                       18
<PAGE>
     The following table sets forth information  concerning individual grants of
stock options made to the Named  Officers  during the fiscal year ended June 30,
2001.

                        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          16%         $3.40      08/2010    $215,000      $540,000
President and Chief       225,000          36%         $0.40      04/2011    $ 55,000      $145,000
Executive Officer
</TABLE>

----------
(1)  Pursuant to the terms of an Incentive  Stock Option  Agreement dated August
     22, 2000, Mr.  Bednarik was granted  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.

(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.

                                       19
<PAGE>
OPTION EXERCISE

     There were no option exercises by the Named Officers during the fiscal year
ended June 30, 2000.

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  cash  bonuses in the amounts of $12,704  and $5,000  during the fiscal
years ended June 30, 2001 and 2000, respectively.

     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
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, 2001,
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.

                                       20
<PAGE>
                                                   SHARES BENEFICIALLY OWNED (1)
NAME AND ADDRESS OF                                -----------------------------
BENEFICIAL OWNER(2)                                  NUMBER            PERCENT
-------------------                                 ---------          -------
Thomas S. Bednarik                                     75,000(3)          1.2
Todd P. Belfer                                        451,823(4)          7.2
Lise M. Lambert                                        62,483(5)          1.0
Robert W. Zimmerman                                    80,175             1.3
Craig J. Smith                                         11,994(6)            *
All directors and Named
Officers as a group                                   646,475            10.7
Joseph L. Simek                                     3,060,627            48.6
Hamid Shojaee                                         545,645             8.7

----------
* Less than 1%.

(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 6,295,828 shares of Common Stock  outstanding as
     of September 1, 2001.

(2)  The address of each of the beneficial  owners is c/o Vitrix,  Inc., 51 West
     Third Street, Suite 310, Tempe, Arizona 85281

(3)  Includes (i) 50,000 shares of Common Stock which are subject to unexercised
     options  that were  exercisable  on  September  1, 2001,  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.

(4)  Includes (i) 10,000 shares of Common Stock which are subject to unexercised
     options  that were  exercisable  on  September  1, 2000,  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) 25,969 shares of Common Stock which are subject to unexercised
     options  that were  exercisable  on  September  1, 2000,  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 (i) 8,994 shares of Common Stock which are subject to  unexercised
     options  that were  exercisable  on  September  1, 2000,  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.

                                       21
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On March 3, 1999, T.P.B.  Investment  Limited  Partnership  (TPB), which is
owned by Todd P. Belfer, a member of the Company's Board of Directors, agreed to
convert  the  remaining  principal  ($200,000)  and accrued  interest  ($64,570)
outstanding  under  certain  notes of the Company  payable t o TPB into  272,072
shares  of the  Company's  Common  Stock  and  Preferred  Stock.  The  shares of
Preferred  Stock were  subsequently  converted  into Common  Stock on October 7,
1999, when the Company amended its Articles of Incorporation.

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.

     The  Company  filed the  following  reports  on Form 8-K  during the fiscal
quarter ended June 30, 2001:

     (1)  Form 8-K  filed on April 13,  2001,  to report  the  merger  with Time
          America, Inc.

     (2)  Form 8-K filed on June 6, 2001, to report the engagement of Semple and
          Cooper,  LLP as the Company's  auditors for the fiscal year ended June
          30, 2001, and the dismissal of BDO Seidman, LLP.

     (3)  Form 8-K/A filed on June 12, 2001, amending the 8-K filed on April 13,
          2001 and including  the required  financial  statements  and pro forma
          financial information for Time America, Inc.

                                       22
<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 28, 2001

     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 28, 2001
---------------------------   (Principal Executive Officer)
Thomas S. Bednarik


/s/ CRAIG J. SMITH            Chief Financial Officer         September 28, 2001
---------------------------   (Principal Financial Officer)
Craig J. Smith


/s/ TODD P. BELFER            Chairman of the Board           September 28, 2001
---------------------------
Todd P. Belfer


/s/ LISE M. LAMBERT           Director                        September 28, 2001
---------------------------
Lise M. Lambert


/s/ ROBERT W. ZIMMERMAN       Director                        September 28, 2001
---------------------------
Robert W. Zimmerman

                                       23
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                               BY REFERENCE
EXHIBIT                                                                            FROM          NO. IN
NUMBER                         DESCRIPTION                                       DOCUMENT       DOCUMENT
------                         -----------                                       --------       --------
<S>      <C>                                                                   <C>              <C>
3.1      Registrant's Articles of Incorporation                                      A             3.1

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

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

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

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

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

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

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

3.2      Amended Bylaws of the Registrant                                            C             3.2

4.1      Registrant's Form of Common Stock Certificate                               A             4.1

4.6      Registrant's Form of 10% Convertible  Subordinated  Promissory
         Note issued to purchasers of the Registrant's  securities in a
         private placement of the Registrant's securities which
         closed on December 14, 1993 and January 13, 1994                            E             4.7

4.7      Registrant's   Form  of   Warrant  to   purchase   shares  of
         Registrant's  Common  Stock at an exercise  price of $.90 per
         share dated February 3, 1994                                                E             4.8

4.7.1    Schedule  of omitted  documents  in the form of  Exhibit  4.7,
         including material detail in which such documents differ
         from Exhibit 4.7.                                                           E            4.8.1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                               BY REFERENCE
EXHIBIT                                                                            FROM          NO. IN
NUMBER                         DESCRIPTION                                       DOCUMENT       DOCUMENT
------                         -----------                                       --------       --------
<S>      <C>                                                                   <C>              <C>
10.1     Stock Option  Agreement,  dated  September 20, 1993,  between
         Registrant and Patrick McEnany                                              E            10.17

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

10.2     Asset  Purchase  Agreement  between  the  Company  and Parlux
         Fragrances, Inc., dated January 31, 1996                                    F            10.17

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

10.4     Exchange  Agreement,   dated  April  15,  1999,  between  the
         Company,  Vitrix Incorporated ("Vitrix") and the shareholders
         of Vitrix signatory thereto                                                 H              2

10.5     Employment  Agreement,   dated  February  16,  1999,  between
         Vitrix and Philip R. Shumway                                                I            10.6

10.6     1999 Equity Compensation Plan                                               I            10.7

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

10.7.2   First  Amendment to Office Lease  Agreement,  dated March 28,
         2000,   between  LAFP  Phoenix,   Inc.,  as  lessor  and  the
         Registrant, as lessee.                                                      K            10.1

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

10.9     Severance  Agreement and General  Release,  dated October 25,
         1999, between Philip R. Shumway and the Registrant.                         J            10.3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                               BY REFERENCE
EXHIBIT                                                                            FROM          NO. IN
NUMBER                         DESCRIPTION                                       DOCUMENT       DOCUMENT
------                         -----------                                       --------       --------
<S>      <C>                                                                   <C>              <C>
10.10    Merger  Agreement,  dated March 28, 2001 by and among Vitrix,
         Inc., Vitrix Incorporated, and Time America, Inc.                           L             2.1

10.11    Press release issued April 2, 2001,  announcing completion of
         the acquisition of Time America, Inc.                                       L            99.1

10.12    Letter from BDO Seidman,  LLP,  dated June 4, 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.           M             16

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

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

10.15    Warrant to purchase  common stock  agreement  dated September
         4, 2001 between Vitrix, Inc. and Frances L. Simek                    Filed herewith       --
</TABLE>

----------
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 8-K Current Report reporting event on April 15, 1999.
I.   Form 10-KSB Annual Report of the  Registrant for the fiscal year ended June
     30, 1999.
J.   Form 10-QSB Quarterly Report of the Registrant for the fiscal quarter ended
     September 30, 1999.
K.   Form 10-QSB Quarterly Report of the Registrant for the fiscal quarter ended
     March 31, 2000.
L.   Form 8-K Current Report reporting event on April 13, 2001.
M.   Form 8-K Current Report reporting event on June 6, 2001.