<PAGE>   1

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

                            ------------------------

(MARK ONE)

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

                FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2001

                                       OR

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

         FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .

                        COMMISSION FILE NUMBER 000-22565

                              INGENUUS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      77-0298386
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NUMBER)

     830 E. ARQUES AVENUE, SUNNYVALE, CA                           94085
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 774-2199

     Indicate by check mark whether the Registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]  No [ ]

     The number of shares of the Registrant's Common Stock outstanding as of
February 28, 2001 was 36,810,745.

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<PAGE>   2

                              INGENUUS CORPORATION

                                   FORM 10-Q
                    FOR THE QUARTER ENDED FEBRUARY 28, 2001

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
                       PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements.................    1
         a) Condensed Consolidated Statements of Operations for the      1
         three months ended February 28, 2001 and February 29,
            2000.....................................................
         b) Condensed Consolidated Balance Sheets at February 28,        2
         2001 and
            November 30, 2000........................................
         c) Condensed Consolidated Statements of Cash Flows for the      3
         three months ended February 28, 2001 and February 29,
            2000.....................................................
         d) Notes to Condensed Consolidated Financial Statements.....    4
Item 2.  Management's Discussion and Analysis of Financial Condition    11
         and Results of Continuing and Discontinued Operations.......

                        PART II. OTHER INFORMATION
Item 1.  Legal Proceedings...........................................   22
Item 6.  Exhibits....................................................   25
SIGNATURES...........................................................   26
</TABLE>

                                        i
<PAGE>   3

                         PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                              INGENUUS CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     QUARTER ENDED
                                                              ----------------------------
                                                              FEBRUARY 28,    FEBRUARY 29,
                                                                  2001            2000
                                                              ------------    ------------
<S>                                                           <C>             <C>
Revenue.....................................................    $   707         $   310
Cost of revenue.............................................        572             229
                                                                -------         -------
Gross profit................................................        135              81
                                                                -------         -------
Operating expenses:
  Research and development..................................        952           1,176
  Sales and marketing.......................................        924             119
  General and administrative................................      1,234           2,336
  Write-off of purchased technology.........................         --             925
  Amortization -- goodwill..................................      1,074           1,240
                                                                -------         -------
          Total operating expenses..........................      4,184           5,796
                                                                -------         -------
Loss from operations........................................     (4,049)         (5,715)
Interest and other income, net..............................         89             228
Gain (Loss) on sale of investment...........................      2,380              --
Equity losses from joint venture............................         --             (67)
                                                                -------         -------
Loss from continuing operations.............................     (1,580)         (5,554)
Loss from discontinued operations...........................         --          (2,414)
Provision for income taxes..................................         --              --
                                                                -------         -------
Net loss....................................................     (1,580)         (7,968)

EARNINGS (LOSS) PER SHARE -- BASIC AND DILUTED
Continuing operations.......................................    $ (0.04)        $ (0.16)
Discontinued operations.....................................    $ (0.00)        $ (0.06)
Net loss per share attributable to common stockholders......    $ (0.04)        $ (0.22)
                                                                =======         =======
Shares used in basic and diluted per share calculation......     36,803          35,463
                                                                =======         =======
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        1
<PAGE>   4

                              INGENUUS CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                              FEBRUARY 28,    NOVEMBER 30,
                                                                  2001            2000
                                                              ------------    ------------
                                                              (UNAUDITED)
<S>                                                           <C>             <C>
Current assets:
  Cash and cash equivalents.................................    $  7,495        $  8,789
  Short-term investments....................................       4,916           5,972
  Accounts receivable, (net of allowance)...................         596             553
  Income taxes receivable...................................       2,089           2,089
  Note receivable...........................................       2,914           3,833
  Prepaid expenses and other current assets.................         153             186
                                                                --------        --------
          Total current assets..............................      18,163          21,422
Property and equipment, net.................................         643             808
Goodwill and other intangible assets........................      13,469          14,542
Restricted cash.............................................         106             106
Net assets of Chip & Chip...................................       1,401           1,401
Investments and other assets................................         144             175
                                                                --------        --------
          Total assets......................................    $ 33,926        $ 38,454
                                                                ========        ========

                           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................    $  1,267        $  1,682
  Accrued liabilities.......................................       4,305           6,040
  Deferred revenue..........................................         488             527
                                                                --------        --------
          Total current liabilities.........................       6,060           8,249
Other liabilities, long term................................         219             219
                                                                --------        --------
          Total liabilities.................................       6,279           8,468
                                                                --------        --------
Commitments and contingencies
Stockholders' equity:
  Common stock..............................................     102,579         102,577
  Treasury stock............................................      (3,085)         (3,085)
  Accumulated other comprehensive income....................       4,396           5,132
  Accumulated deficit.......................................     (76,243)        (74,638)
                                                                --------        --------
          Total stockholders' equity........................      27,647          29,986
                                                                --------        --------
          Total liabilities and stockholders' equity........    $ 33,926        $ 38,454
                                                                ========        ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        2
<PAGE>   5

                              INGENUUS CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     QUARTER ENDED
                                                              ----------------------------
                                                              FEBRUARY 28,    FEBRUARY 29,
                                                                  2001            2000
                                                              ------------    ------------
<S>                                                           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss..................................................    $(1,580)        $ (7,968)
  Adjustments from operating activities:
  Realized gain on Virage Logic shares......................     (2,380)              --
  Write-off purchase technology.............................         --              925
  Gain on sale of fixed assets..............................          2               --
  Equity loss from joint venture............................         --               67
  Depreciation and amortization.............................      1,237            2,906
  Changes in assets and liabilities
Accounts receivable:
     Billed.................................................        (43)           1,629
     Unbilled...............................................         --             (120)
  Prepaid expenses and other current assets.................        (17)            (149)
  Inventory.................................................         --              (28)
  Accounts payable..........................................       (415)          (1,450)
  Accrued and other liabilities.............................     (1,736)            (311)
  Customer advances.........................................        (39)           1,920
                                                                -------         --------
          Net cash used for operating activities............     (4,971)          (2,579)
                                                                -------         --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Acquisition of Inbox -- Net of cash.......................         --           (7,603)
  Net proceeds from sale of discontinued operations.........      1,000               --
  Proceeds from -- Virage Logic shares......................      2,700               --
  Purchases of property and equipment.......................         --             (473)
                                                                -------         --------
          Net cash provided/(used)for investing
            activities......................................      3,700           (8,076)
                                                                -------         --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock....................          2              239
  Collection of stockholder notes receivable................         --               98
                                                                -------         --------
          Net cash provided by financing activities.........          2              337
                                                                -------         --------
Effective exchange rate changes on cash and cash
  equivalents...............................................        (25)              --
Net decrease in cash and equivalents........................     (1,294)         (10,318)
Cash and equivalents, beginning of period...................      8,789           23,884
                                                                -------         --------
Cash and equivalents, end of period.........................    $ 7,495         $ 13,566
                                                                =======         ========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        3
<PAGE>   6

                              INGENUUS CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1. BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements of
Ingenuus Corporation (the "Company") have been prepared in accordance with
generally accepted accounting principles in the United States ("GAAP") for
interim financial information and in accordance with instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation have been included.
Operating results for the three months ended February 28, 2001 are not
necessarily indicative of the results that may be expected for the fiscal year
ending November 30, 2001 or for any other period. The unaudited condensed
consolidated interim financial statements contained herein should be read in
conjunction with the audited financial statements and footnotes for the year
ended November 30, 2000 included in the Company's Annual Report on Form 10-K as
filed with the Securities and Exchange Commission on February 28, 2001.

2. DISCONTINUED OPERATIONS

     On April 6, 2000, the Company sold its semiconductor intellectual property,
library development and design tools and service business ("SIP Business") to
DII Semiconductor Inc. ("DII") for $11.3 million ($5.5 million in cash and
$972,000 due every quarter for the next six quarters beginning July 30, 2000).
As a result, the operations of the SIP Business have been classified as
discontinued operations in the accompanying Condensed Consolidated Financial
Statements and related Notes.

     Revenues for the SIP Business were $1.3 million for the first quarter of
fiscal 2000.

3. EARNINGS PER SHARE (EPS) DISCLOSURES

     Basic EPS excludes dilution and is computed by dividing net income
attributable to common stockholders by the weighted average of common shares
outstanding (excluding shares subject to repurchase rights) for the period.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock.

     A reconciliation of the numerator and denominator of basic and diluted EPS
is provided as follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                             QUARTER ENDED
                                                      ----------------------------
                                                      FEBRUARY 28,    FEBRUARY 29,
                                                          2001            2000
                                                      ------------    ------------
                                                              (UNAUDITED)
<S>                                                   <C>             <C>
Loss from continuing operations.....................    $(1,580)        $(5,554)
Loss from discontinued operations...................         --          (2,414)
                                                        -------         -------
Net loss............................................    $(1,580)        $(7,968)
                                                        =======         =======
Denominator -- Basic and diluted EPS common stock
  outstanding.......................................     36,803          35,463
                                                        -------         -------
EARNINGS PER SHARE -- BASIC AND DILUTED
Loss from continuing operations.....................    $ (0.04)        $ (0.16)
Loss from discontinued operations...................         --           (0.06)
                                                        -------         -------
Net loss............................................    $ (0.04)        $ (0.22)
                                                        =======         =======
</TABLE>

                                        4
<PAGE>   7
                              INGENUUS CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

4. RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 establishes new standards of
accounting and reporting for derivative instruments and hedging activities. SFAS
133 requires that all derivatives be recognized at fair value in the statement
of financial position, and that the corresponding gains or losses be reported
either in the statement of operations or as a component of comprehensive income,
depending on the type of hedging relationship that exists. In July 1999, the
Financial Accounting Standard Boards issued SFAS No. 137 ("SFAS 137"),
"Accounting for Derivative Instruments and Hedging Activities -- Deferral of the
Effective Date of SFAS No. 133." SFAS 137 deferred the effective date of SFAS
133 until the first fiscal quarter of the fiscal year beginning after June 15,
2000.

     The Company adopted SFAS 133 in the first quarter of fiscal 2001. The
adoption of SFAS 133 and SFAS 137 is not expected to have a material effect on
the Company's financial position or results of operations.

     In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
101"), "Revenue Recognition in Financial Statements." SAB 101 summarizes certain
of the SEC's views in applying generally accepted accounting principles to
revenue recognition in financial statements. Management does not expect the
adoption of SAB 101 to have a material effect on the Company's financial
position or results of operations. The Company adopted SAB 101 in the first
quarter of fiscal 2001.

     In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving
Stock Compensation -- an Interpretation of APB 25." FIN 44 becomes effective
July 1, 2000, but certain conclusions cover specific events that occur after
either December 15, 1998 or January 12, 2000.

5. COMPREHENSIVE INCOME (LOSS)

     The Company follows the provisions of SFAS No. 130, "Reporting
Comprehensive Income." This statement requires companies to classify items of
other comprehensive income by their components in the financial statements and
display the accumulated balance of other comprehensive income separately from
retained earnings in the equity section of a statement of financial position.

     The Company's total comprehensive income (loss) was as follows (in
thousands):

<TABLE>
<CAPTION>
                                                             QUARTER ENDED
                                                      ----------------------------
                                                      FEBRUARY 28,    FEBRUARY 29,
                                                          2001            2000
                                                      ------------    ------------
<S>                                                   <C>             <C>
Net Loss............................................     (1,580)         (7,968)
Other comprehensive income:
Realized gain -- previously recognized..............     (1,942)             --
Unrealized holding gain on available-for-sale
  marketable securities.............................      1,238              --
                                                         ------          ------
Comprehensive Income/(Loss).........................     (2,284)         (7,968)
                                                         ======          ======
</TABLE>

6. INVESTMENTS

  Investment in Virage Logic

     In fiscal 1998, the Company made a private equity investment in Virage
Logic Corp. ("Virage"), for an aggregate cost of $0.8 million. As of November
30, 1999 this investment was carried at cost in the balance sheet as the
Company's ownership interest in Virage was less than 20%. The equity securities
comprising this

                                        5
<PAGE>   8
                              INGENUUS CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

investment have been publicly traded since Virage completed an initial public
offering of its Common Stock in August 2000. As of February 28, 2001, the
investment is held at fair value and is classified in current assets, as the
Company intends to realize this investment in the short term. As of the quarter
ended February 28, 2001, the Company sold 200,000 of the 525,000 shares held,
for $2.7 million. The unrealized gain of $4.4 million is recognized in other
comprehensive income, in accordance with SFAS 115, "Accounting for certain
investments in debt and equity securities". Subsequent to the quarter ended
February 28, 2001, the Company sold an additional 100,000 of the shares for $1.5
million.

  Impairment of Investment in Slim Technology

     During the first quarter of fiscal 1999, the Company purchased a 40%
interest in Slim Technology Co, Ltd., a Korean company ("Slim Tech"), at a cost
of $2.3 million. Slim Tech performs semiconductor design services for Korean
customers. With the disposal of the SIP business in April 2000 and the Company's
new focus as a software business to business collaborative commerce company, the
investment in Slim Tech was no longer strategic to the Company's operations, and
as a result, the Board of Directors authorized management to sell the
investment. Based on a number of factors, including the failure to find a buyer
for the investment and recurring operating losses generated from the investment,
and in accordance with the provisions of APB 18 "The Equity Method of Accounting
for Investments in Common Stock", management assessed that there had been a
permanent decline in the value of this investment. An impairment charge of $1.7
million was recorded in fiscal 2000 to write down the value of the investment.

7. SALE OF CHIP & CHIP, INC.

     On June 13, 2000, the Company entered into an Asset Purchase Agreement with
the Management of Chip & Chip, part of the Electronic Design Automation ("EDA")
segment of the company. Chip & Chip Management purchased the assets and certain
liabilities of Chip & Chip Inc. ("Chip & Chip"), for $2,580,000, (payable in
three installments over the next two years). The proceeds are secured on 1
million Ingenuus shares and 0.7 million fully vested options held by Chip & Chip
management, and 1 million shares of Chip & Chip. The gain of $292,000 from the
sale has been deferred and will be recognized as the payments are received.

     The Company received the first installment of the sales consideration on
the due date in the fourth quarter of fiscal 2000, $242,000 in cash and $633,000
by surrendering 500,000 shares of Ingenuus stock to the Company. The remaining
two equal installments are due in October 2001 and July 2002.

8. SEGMENT AND GEOGRAPHIC INFORMATION

     As of February 28, 2001, the Company operated in two segments, EDA and
Ingenuus. The EDA segment includes the development and sale of software tools
for Electronic Design Automation, related to Verilux Design Technology
("Verilux"). The Ingenuus segment includes the business to business
collaborative commerce solutions related to Inbox Software, Inc. ("Inbox"), as
well as the hardware and software maintenance services related to Novo Systems
("Novo"). For the three months ended February 28, 2001, Verilux is included in
the EDA segment and Novo and Inbox are included in the Ingenuus segment.

     The activities of Verilux and Chip & Chip for the three months ended
February 29, 2000 involved primarily research and development ("R&D")
expenditures and general administrative expenses.

     The activities of the Ingenuus segment for the three months ended February
28, 2001, excluding amortization of goodwill, involved mainly activities
surrounding product sales, system maintenance revenue, R&D expenditures and
general administrative expenses.

                                        6
<PAGE>   9
                              INGENUUS CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                           EDA     INGENUUS    COMPANY
                                                          -----    --------    -------
<S>                                                       <C>      <C>         <C>
THREE MONTHS ENDED FEBRUARY 28, 2001
Revenue.................................................  $ 261    $   446     $   707
Loss from operations....................................     17     (4,066)     (4,049)
Depreciation and Amortization...........................     78      1,159       1,237
Assets..................................................    888     33,038      33,926
Capital expenditures on long-lived assets...............     --         --          --
THREE MONTHS ENDED FEBRUARY 29, 2000
Revenue.................................................  $  --    $   310     $   310
Loss from operations....................................   (486)    (5,229)     (5,715)
Depreciation and Amortization...........................    195      1,045       1,240
Assets..................................................  2,843     45,447      48,290
Capital expenditures on long-lived assets...............    319        143         462
</TABLE>

     Enterprise-wide information is provided in accordance with SFAS No. 131.
Revenue is by country, based on the location of the customer. All property and
equipment, except for an immaterial amount, is based in the United States and
therefore is not disclosed below. Geographic revenue for each of the three month
periods ended February 28, 2001 and February 29, 2000 is as follows (in
thousands):

<TABLE>
<CAPTION>
                                                             QUARTER ENDED
                                                      ----------------------------
                                                      FEBRUARY 28,    FEBRUARY 29,
                                                          2001            2000
                                                      ------------    ------------
<S>                                                   <C>             <C>
United States.......................................      $172            $160
Asia................................................       520             147
Other International.................................        15               3
                                                          ----            ----
          Total.....................................      $707            $310
                                                          ====            ====
</TABLE>

     Major Customers -- For the quarter ended February 28, 2001 revenue from
five customers accounted for 35.3%, 15%, 12%, 10.2%, and 5% for a total of
77.5%. For the quarter ended February 29, 2000 five customers accounted for
46.8%, 15.6%, 5.6%, 5.4% and 4.9% for a total of 78.3%.

9. CONTINGENCIES

CLASS ACTION LAWSUITS

     On July 1, 1998, a class action lawsuit, Howard Jonas, et al. v. Aspec
Technology, Inc., et al., No. CV-775037 ("the Jonas Complaint"), was filed in
the Superior Court for the State of California, County of Santa Clara. The Jonas
Complaint alleged that Aspec Technology, Inc. (now know as Ingenuus Corporation,
the "Company") and certain of its officers, directors and the underwriters of
the Company's initial public offering, violated California Corporations Code
Sections 25400 and 25500, and California Business and Professions Code Sections
17200 and 17500 by making false and misleading statements about the Company's
financial condition. The action was purportedly brought on behalf of all persons
who purchased the Company's stock during the period from April 28, 1998 through
June 25, 1998. On July 2, 1998, July 27, 1998, and August 17, 1998, three
additional complaints were filed in state court against the Company and certain
of its officers, directors, entitled respectively, William Neuman, et al. v.
Aspec Technology, Inc., et al., No. CV-775089 ("the Neuman Complaint"); Martin
L. Klotz, on behalf of the Martin Klotz Defined Benefit Profit Sharing Plan, et
al. v. Aspec Technology, Inc., et al., No. CV-775591 ("the Klotz Complaint");
Glen O. Ressler and Thelma M. Ressler, et al., v. Aspec Technology, Inc., et
al.,. No. CV-776065 ("the Ressler Complaint"). In addition to alleging the same
violations of the Corporations Code as the three other complaints, the Klotz
Complaint also alleged violations of Sections 11, 12, and 15 of the Securities
Act of

                                        7
<PAGE>   10
                              INGENUUS CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

1933, and a class period of April 28, 1998 through June 30, 1998. The complaints
sought unspecified damages. A fifth similar complaint, filed in federal court,
was later dismissed.

     On January 29, 1999, the plaintiffs consolidated the pending class action
cases and filed a Consolidated Amended Complaint, styled Howard Jonas, et al. v.
Aspec Technology, Inc., et al., No. CV-775037. The Consolidated Amended
Complaint, purportedly brought on behalf of all persons who purchased the
Company's stock between April 27, 1998 and June 30, 1998, alleges that the
Company and certain of its officers and directors, as well as its underwriters,
violated Sections 25400 and 25500 of the California Corporations Code, and
Sections 11 and 15 of the Securities Act of 1933 (except as to the
underwriters). On June 7, 1999, the Company and certain of the individual
defendants ("the Aspec Defendants") filed demurrers to the Consolidated
Complaint. On June 9, 1999, the plaintiffs filed a motion for summary
adjudication of their claims against the Company under Section 11 of the
Securities Act. The plaintiffs also moved to certify a plaintiff class.

     On August 26, 1999, the court heard argument on the defendants' demurrers.
The court sustained the demurrers in part and overruled them in part.
Specifically, the court held that the plaintiffs had not pleaded their claims
under California Corporations Code Section 25400 with sufficient particularity
and granted plaintiffs leave to amend this claim. The court overruled the
defendants' demurrers to the Section 11 claim. Thereafter, plaintiffs withdrew
their motion for summary adjudication. Plaintiffs filed their First Amended
Class Action Complaint, under seal, on October 18, 1999.

     On January 11, 2000, the defendants filed demurrers to Count I of the First
Amended Complaint which alleged claims under California Corporations Code
Sections 25400 and 25500. The Aspec Defendants demurred to Count I on the basis
that plaintiffs had not pleaded facts demonstrating that the defendants had
acted with scienter. The Aspec Defendants also moved to strike certain
allegations in the complaint. The motions were fully briefed, and the court
heard oral arguments on defendants' demurrers and motion to strike, and
plaintiffs' motion for class certification on February 24, 2000. The court
overruled the defendants' demurrers, denied the motion to strike and took the
motion for class certification under submission. Thereafter, on March 13, 2000,
the Aspec Defendants answered the plaintiffs' unverified complaint, generally
denying all allegations and asserting affirmative defense.

     On March 16, 2000, the court certified a plaintiff class and appointed
Representative Plaintiffs. On that same date, the court found, sua sponte, that
the case is complex, and pursuant to a pilot program implemented in the Superior
Court for Santa Clara County, assigned it to a single judge for all purposes.
The Representative Plaintiffs thereafter re-noticed their motion for summary
adjudication of the Section 11 claim: however, that motion has not been heard.

     On or about December 1, 2000, the Aspec Defendants, the underwriter,
Representative Plaintiffs and non-party Deloitte & Touche LLP, the Company's
former auditor, executed a Memorandum of Understanding, with the objective of
settling the class action litigation. Although the settlement is not final, and
is subject to preliminary and final court approval, the agreement calls for the
Company to pay $1.4 million into the settlement fund and upon final approval of
the settlement by the court, to issue 1.75 million shares of Company common
stock to the plaintiff class.

     As of November 30, 2000, the settlement cost has been accrued, including
the stock element, using a price of $0.50 per share, the fair market value of
the Company's common stock at November 30, 2000.

DERIVATIVE LAWSUIT

     Certain of the Company's current and former officers, directors and
shareholder entities were also named as defendants in a derivative lawsuit
styled Linda Willinger, IRA, et al. v. Conrad Dell'Oca et al., No. CV-778007,
filed on November 12, 1998, in the Superior Court of Santa Clara County. The
derivative

                                        8
<PAGE>   11
                              INGENUUS CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

action alleges facts similar to those in the class action and also alleges that
certain of the directors caused the Company to conduct the initial public
offering in order to redeem certain preferred stock. The Company filed a
demurrer to that Complaint on June 8, 1999 on behalf of certain of the officer
and director defendants and the Company, which has been named as nominal
defendant ("the Aspec Derivative Defendants"). Thereafter, the Derivative
Plaintiffs requested that the Aspec Derivative Defendants' assent to the
dismissal of their complaint and the filing of an amended complaint. Derivative
Plaintiffs filed their First Amended Shareholders' Derivative Complaint on
September 2, 1999.

     The Aspec Derivative Defendants demurred to that complaint on November 12,
1999, on the basis that the nominal plaintiffs had failed to make a demand on
the Board of Directors before filing the derivative lawsuit, and that they had
also failed to plead sufficient facts to excuse a pre-suit demand. After the
matter was fully briefed, the court heard argument on January 25, 2000. On
January 27, 2000, the court sustained the Aspec Derivative Defendants' demurrers
with sixty days' leave to amend.

     The parties later stipulated that the plaintiffs would have additional time
in which to file an amended complaint, as well as to re-notice a motion to
compel the production of electronically-stored documents and records from the
Company and to notice the deposition of a witness from the Company to testify
concerning the storage of such documents and records.

     On or about December 1, 2000, certain of the Aspec Derivative Defendants,
including nominal defendant, the Company, the plaintiffs, and non-party Deloitte
& Touche LLP, the Company's former auditor, executed a Memorandum of
Understanding, with the objective of settling the derivative litigation.
Although the settlement is not final, and is subject to preliminary and final
court approval, the Company has agreed to make certain changes to its Audit
Committee Charter, and to pay $395,000 in plaintiffs' legal fees and expenses.
As of November 30, 2000, the settlement cost has been accrued. As of March 13,
2001, the settlement has been paid.

     On February 23, 2001, at a hearing before Judge Conrad Rushing, the parties
advised the Court that they had reached agreement on a Stipulation of
Settlement, which they provided to the Court. The settlement would fully and
finally settle and resolve the derivative litigation, including a dismissal of
the action with prejudice as to all defendants. The Stipulation requires the
Company to pay the derivative plaintiffs' attorneys' fees in the amount of
$395,000, as well as to make certain changes to the Company's audit committee
charter. Upon the effective date, which includes the occurrence of the effective
date of a separate Stipulation of Settlement to be agreed upon and approved by
the Court in the Class Action, the parties to the Stipulation in the derivative
litigation will release one another from claims arising from or relating to the
derivative action, as set forth in the Stipulation. Thereafter, on March 6,
2001, the Court entered an Order approving the Stipulation of Settlement and
dismissing the matter with prejudice as to all defendants.

OTHER LITIGATION

     On June 21, 1999, a lawsuit entitled Cadabra Design Technology, Inc. v.
Aspec Technology, Inc., No. CV-782691, was filed in the Superior Court, County
of Santa Clara. Plaintiff's complaint sought damages in excess of $1 million for
an alleged breach of a commercial software licensing agreement entered into by
Cadabra Design Technology, Inc. ("Cadabra") and the Company on or about August
18, 1998. On August 6, 1999, the Company answered the complaint -- denying
liability and asserting various affirmative defenses -- and filed a
cross-complaint seeking damages according to proof and equitable relief for
breach of contract, conversion, and negligent misrepresentation on the part of
Cadabra. On February 16, 2000, the parties executed a Settlement Agreement and
General Release in the case, pursuant to which the Company paid Cadabra $600,000
in full and final satisfaction of all claims related to the parties' software
licensing agreement. On March 1, 2000, the case was dismissed in accordance with
the parties' Settlement Agreement.

                                        9
<PAGE>   12
                              INGENUUS CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

     Aspec Technology, Inc. v. Compaq Computers, Inc. was filed on December 28,
1998 in the Superior Court of California, Santa Clara County, No. CV778943. By
the Company's complaint, they sought to collect the principal sum of $403,344,
plus interest, attorneys' fees and costs, from Compaq, alleging that Compaq had
breached a contract to purchase certain of the Company's library software.
Compaq filed a counter claim alleging that the Company had breached the contract
by failing to deliver in functional form the promised software on the schedule
promised, as well as alleging fraudulent misrepresentation relating to the
contract. The counter claim alleges unspecified damages in excess of $25,000. A
settlement was entered into under which Compaq paid the Company $185,000.
Dismissals of the lawsuit have been filed with the court by all parties.

     On September 23, 1999, a lawsuit entitled Lesley Nemeth v. Aspec Technology
Inc., was filed in Superior Court, County of Santa Clara No. DC 383204.
Plaintiff is a former consultant to the Company who seeks in her complaint
damages in the sum of $12,600 plus interest and attorneys' fees. On November 23,
1999 the court ordered the matter to binding arbitration administered by the
American Arbitration Association ("AAA"). Plaintiff filed her arbitration claim
with the AAA on or about March 2, 2000. An arbitrator was appointed, and the
arbitration was scheduled for September 8, 2000. The arbitration date was
suspended by the AAA, and, as of this time, has not been rescheduled. The court
case was dismissed by the court for failure by the plaintiff to appear at an
arbitration review conference. Plaintiff has filed a motion to vacate the
dismissal.

     Certain provisions of the Company's Certificate of Incorporation and
indemnification agreements between the Company and its officers require the
Company to advance to such officers ongoing legal expenses of defending the
above lawsuits and may require the Company to indemnify them against judgments
rendered on certain claims. The Company may incur significant legal expenses on
its behalf and on behalf of such officers in connection with this litigation. In
addition, defending this litigation has resulted, and will likely continue to
result, in the diversion of management's attention from the day to day
operations of the business. There can be no assurance that this stockholder
litigation will be resolved in the Company's favor. An adverse result,
settlement or prolonged litigation would have a material adverse effect on the
business, financial condition, results of operations or cashflows.

NASDAQ INQUIRY

     On September 4, 1998, the Company received an informal request for
information from the NASDAQ Listing Investigations Staff. NASDAQ requested
information concerning the Company's financial accounting and internal controls.
The Company has provided information in response to the informal inquiry. NASDAQ
held a de-listing inquiry on December 17, 1998 at which the Company appeared
through counsel and provided information. As of February 25, 1999, NASDAQ
determined that the Company would remain listed on the NASDAQ.

     On December 19, 2000, the Company received notice from NASDAQ that the
Company's common stock had failed to maintain a minimum bid price of $1.00 over
the prior thirty (30) consecutive trading days as required by the Market Place
Rule 4450(a)(5)(the "Rule"). The Company had until March 19, 2001 to regain
compliance with the Rule or the Company's common stock would be subject to
delisting from NASDAQ. Regaining compliance required, in part, that the
Company's common stock trade at of above the $1.00 minimum price for ten (10)
consecutive trading days.

     On March 20, 2001, the Company received a NASDAQ Staff Determination letter
(the "Staff Determination") indicating that the Company failed to regain
compliance with the Rule and that the Company's common stock is, therefore,
subject to delisting from NASDAQ. The Company has requested a hearing before a
NASDAQ Listing Qualifications Panel (the "Panel") to review the Staff
Determination.

                                        10
<PAGE>   13
                              INGENUUS CORPORATION

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  (UNAUDITED)

There can be no assurance that the Panel will grant the Company's request for
continued listing on NASDAQ.

SEC INQUIRY

     In January 1999, the Company received an informal inquiry from the
Securities and Exchange Commission ("SEC") Staff that the Company believes
relates to the restatement of the Company's financial statements in 1998. The
Company provided information in response to the SEC requests through March 1999
and has received no inquiries from the SEC since that time.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

     This section -- Management's Discussion and Analysis of Financial Condition
and Results of Operations -- contains forward-looking statements 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. These forward-looking
statements are based on current expectations and include various risks and
uncertainties that could cause actual results to differ materially from those
projected. Such risks and uncertainties are set forth below and under "Other
Factors Affecting Future Operating Results."

COMPANY OVERVIEW

     During 2000, Ingenuus Corporation underwent a fundamental and rapid shift
in business when it changed its name from Aspec Technology to Ingenuus
Corporation ("the Company"), and sold its Semiconductor Intellectual Property
("SIP") business.

     The Company's SIP libraries consisted of logic functions based on gate
array/embedded array or standard cell, I/Os and memories. SIP design tools
included memory compilers, which allowed customers to generate memory libraries,
as well as AdverPro software that managed the design process, provided an
accurate timing function across Electronic Design Automation ("EDA") tools, and
helped ensure compliance through proper design procedures.

     Along with the sale of its SIP libraries, the Company sold SIS
Microelectronics Corporation ("SIS"), which had been acquired in April 1998 and
had accounted for 34% of the Company's revenue in 1999. SIS delivered integrated
system-level silicon solutions that combined the Company's extensive chip design
experience with proprietary and partner intellectual property.

     The Company turned to EDA tools that would help engineers solve design
problems. In late 1999, the Company purchased three research and development
companies including Chip & Chip Inc. ("Chip & Chip"), Verilux Design Technology
("Verilux") and Novo Systems ("Novo") for their technology and expertise.

     Additionally, the Company purchased Inbox Software, Inc. ("Inbox"), a
business-to-business software company that provided an automated product capable
of managing document and engineering changes.

     In June 2000, the Company sold Chip & Chip and is currently attempting to
sell Verilux.

     Using Inbox and the power of the Internet, the Company retooled existing
technology into the Manufacturing Change Manager(TM) ("MCM") solution that
allows manufacturers to take control and command of the manufacturing change
lifecycle. Today, all of the Company's energy is focused on MCM and
complimentary new products. The Company's core competency is providing
manufacturing centric, automated

                                        11
<PAGE>   14

                              INGENUUS CORPORATION
solutions that enable users to collaborate and share intellectual production and
process data enterprise wide through the use of the Internet providing faster
time to market.

CLIENTS AND PARTNERS

     Many world-class manufacturing companies have started to enjoy the benefits
of taking control and command of the entire manufacturing process, such as:

     - CIDCO Communications

     - Eaton Automotive

     - Elantec Semiconductor

     - Hello Direct

     - Invensys

     - Lucent Technologies

     - Mattson Technology

     - Pericom Semiconductor

     - Symmetricom

     We have established alliances with such top industry leaders as i2, Oracle
and FileNet. In addition, we are a member of the Supply-Chain Council, an
industry organization established in 1996 to create standards and improve supply
chain processes among manufacturers, suppliers, distributors and retailers.

THE MARKET

     We are focusing on change management generally associated with
Collaborative Product Commerce ("CPC"), a second-generation e-business strategy
surrounding the entire lifecycle of a product.

     The audience for such software is discrete and process manufacturers who
want to communicate with supply chains around the world in a whole new way.
Traditionally, information along the manufacturing supply chain has remained
internal, with parts and pieces being divided among various groups that make up
the manufacturing process. Many of these companies use the Internet during the
process, but only as a publishing medium.

ABOUT CPC AND C-COMMERCE

     Electronic Commerce, now globally accepted as e-commerce, is the electronic
trade of goods and services. Over the past several years, e-commerce has enabled
companies to conduct business online with secure and scalable order capture,
management and routing. More and more people are using e-commerce to purchase
products through the Internet.

     Electronic Data Interchange ("EDI"), or the electronic communication of
business transactions between organizations, formed the foundation of
e-commerce.

     Collaborative commerce, or c-commerce as it is commonly accepted throughout
the world, is the second generation of e-commerce solutions, providing the value
and power of its predecessor. While e-commerce focuses on cost reduction,
c-commerce focuses on new revenue opportunities by building more innovative
products to market faster than the competition.

     Collaborative Product Commerce ("CPC") is a class of software and services
that uses internet technology to permit individuals, no matter what role they
have in the commercialization of a product, no matter what computer-based tools
they use, no matter where they are located geographically, or within the supply
net, to collaboratively share intellectual data improving the development,
manufacture and management of products throughout the entire life cycle. CPC
delivers two primary benefits; it improves quality and

                                        12
<PAGE>   15
                              INGENUUS CORPORATION

capability by connecting islands or pockets of product knowledge into a single,
extended experience base; and it collapses time and distance variables using the
Internet to gain faster time to market.

INTRODUCING THE MANUFACTURING CHANGE MANAGER(TM)

     MCM handles the life cycle of changes initiated from almost any point in
the supply chain, including:

     - Customer change request/order ("CCR/CCO")

     - Supplier change request/order ("SCR/SCO")

     - Manufacturing change order ("MCO")

     - ISO change request/order ("ICR/ICO")

     - Engineering change request/order ("ECR/ECO")

     - Variation change order ("VCO")

     - Continuous Improvement Initiatives ("CII")

     - Cost of change ("COC")

     With MCM, the manufacturing change process is automated, from start to
finish. The process happens in real time over the Internet.

     MCM manages change from various sources, including manufacturers,
suppliers, engineers, purchasers, quality control, ISO, customers, employee
change requests and other types of change.

CONSULTING SERVICES

     While MCM is expected to be our main revenue source in 2001, professional
service consultants will help clients define and refine internal change
management processes, and help them better leverage their technology. Some
professional services include:

     - System architecture and design

     - Ingenuus software installation and configuration

     - Enterprise Resource Planning ("ERP") integration. (ERP consists of large
       relational databases that generate data based on their own language.)

     - Computer Aided Design ("CAD") integration

     - Data conversion

     - Product training

     Costs for these professional consulting services are fixed. The process
involves a review of the total project, the development of a phased
implementation schedule, and project planning specific to the client's
environment.

MAINTENANCE SERVICES

  Ingenuus Maintenance Services

     We offer standard support services, which include product updates,
telephone and Internet support. Custom support services are also available,
including standard support services plus technical management, application and
educational services.

                                        13
<PAGE>   16
                              INGENUUS CORPORATION

RESULTS OF CONTINUING OPERATIONS

OPERATING SEGMENTS

     As of February 28, 2001, the Company operated in two segments, EDA and
Ingenuus. For the quarter ended February 29, 2000, Verilux and Chip & Chip
(prior to the sale on June 14, 2000) are included together in EDA in the tables
below, and Novo and Inbox are included with Ingenuus.

     The Company's EDA business unit was formed with the acquisition and merger
of Chip & Chip and Verilux in September 1999. These two EDA companies were
acquired to address the most challenging problems in EDA. Each generation of
semiconductor process advance brings new challenges in how integrated circuit
designers model, integrate, simulate, and verify the entire chip and Systems on
Chip ("SOC").

     The Company's Ingenuus business unit was formed with the acquisition and
merger of Novo in October 1999 and Inbox in December 1999. Inbox's products
provide automated Internet-enabled, business-to-business, IEC content management
applications which shorten time-to-market by developing, capturing,
transferring, sharing and leveraging the corporate expertise required to deliver
and maintain content throughout the content supply chain whereas Novo provides
system maintenance services. Ingenuus segment's activities for the three month
period ended February 28, 2001, excluding amortization of goodwill, involved
primarily activities surrounding product revenues from Inbox business, system
maintenance revenue from the Novo business, research and development
expenditures, sales and marketing and general administrative expenses.

RESULTS OF CONTINUING OPERATIONS

     The following table sets forth selected statements of operations data
expressed both in dollars (in thousands) and as a percentage of revenue for the
three months ended February 28, 2001 compared to the three months ended February
29, 2000:

                              INGENUUS CORPORATION

                       SEGMENTED STATEMENT OF OPERATIONS
                        QUARTER ENDED FEBRUARY 28, 2001
                             DOLLARS (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              EDA     INGENUUS    COMPANY
                                                              ----    --------    -------
<S>                                                           <C>     <C>         <C>
Revenue.....................................................  $261    $   446     $   707
Cost of revenue.............................................    --        572         572
                                                              ----    -------     -------
Gross profit (loss).........................................   261       (126)        135
                                                              ----    -------     -------
Operating expenses:
  Research and development..................................   169        783         952
  Sales and marketing.......................................    --        924         924
  General and administrative................................    --      1,234       1,234
  Amortization -- goodwill..................................    75        999       1,074
                                                              ----    -------     -------
          Total operating expenses..........................   244      3,940       4,184
Profit/(Loss) from operations...............................    17     (4,066)     (4,049)
Interest and other income, net..............................    --         89          89
Gain on sale of investment..................................    --      2,380       2,380
                                                              ----    -------     -------
Profit/(Loss) from continuing operations....................    17     (1,597)     (1,580)
Profit/(Loss) from discontinued operations..................    --         --          --
Profit/(Loss) on disposal of discontinued operations........    --         --          --
                                                              ----    -------     -------
          Net Profit/(Loss).................................  $ 17    $(1,597)    $(1,580)
                                                              ====    =======     =======
</TABLE>

                                        14
<PAGE>   17

                              INGENUUS CORPORATION

                       SEGMENTED STATEMENT OF OPERATIONS
                        QUARTER ENDED FEBRUARY 28, 2001
                                 (PERCENTAGES)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              EDA    INGENUUS    COMPANY
                                                              ---    --------    -------
<S>                                                           <C>    <C>         <C>
Revenue.....................................................  100%      100%       100%
Cost of revenue.............................................  --        128%        81%
                                                              ---      ----       ----
Gross profit (loss).........................................  100%      (28)%       19%
                                                              ---      ----       ----
Operating expenses:
  Research and development..................................  65%       176%       134%
  Sales and marketing.......................................  --        207%       131%
  General and administrative................................  --        277%       175%
  Amortization -- goodwill..................................  28%       224%       152%
                                                              ---      ----       ----
          Total operating expenses..........................  93%       883%       592%
Profit/(Loss) from operations...............................   7%      (912)%     (573)%
Interest and other income, net..............................  --         20%        13%
Gain on sale of investment..................................  --        534%       337%
                                                              ---      ----       ----
Profit/(Loss) from continuing operations....................   7%      (358)%     (223)%
Profit/(Loss) from discontinued operations..................  --         --         --
Profit/(Loss) on disposal of discontinued operations........  --         --         --
                                                              ---      ----       ----
          Net Profit/(Loss).................................   7%      (358)%     (223)%
                                                              ===      ====       ====
</TABLE>

                              INGENUUS CORPORATION

                       SEGMENTED STATEMENT OF OPERATIONS
                        QUARTER ENDED FEBRUARY 29, 2000
                             DOLLARS (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                               EDA     INGENUUS    COMPANY
                                                              -----    --------    -------
<S>                                                           <C>      <C>         <C>
Revenue.....................................................  $  --    $   310     $   310
Cost of revenue.............................................     --        229         229
                                                              -----    -------     -------
Gross profit (loss).........................................     --         81          81
                                                              -----    -------     -------
Operating expenses:
  Research and development..................................    304        872       1,176
  Sales and marketing.......................................     --        119         119
  General and administrative................................     --      2,336       2,336
  Write off In process research and development.............     --        925         925
  Amortization -- goodwill..................................    181      1,059       1,240
                                                              -----    -------     -------
          Total operating expenses..........................    485      5,311       5,796
Loss from operations........................................   (485)    (5,230)     (5,715)
Interest and other income, net..............................     (4)       232         228
Gain on sale of investment..................................     --         --          --
Losses from joint venture...................................     --        (67)        (67)
                                                              -----    -------     -------
Loss from continuing operations.............................   (489)    (5,065)     (5,554)
Loss from discontinued operations...........................     --     (2,414)     (2,414)
Loss on disposal of discontinued operations.................     --         --          --
                                                              -----    -------     -------
          Net loss..........................................  $(489)   $(7,479)    $(7,968)
                                                              =====    =======     =======
</TABLE>

                                        15
<PAGE>   18

                              INGENUUS CORPORATION

                       SEGMENTED STATEMENT OF OPERATIONS
                        QUARTER ENDED FEBRUARY 29, 2000
                                 (PERCENTAGES)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                              EDA     INGENUUS    COMPANY
                                                              ----    --------    -------
<S>                                                           <C>     <C>         <C>
Revenue.....................................................    --        100%       100%
Cost of revenue.............................................    --         74%        74%
                                                              ----     ------     ------
Gross profit (loss).........................................    --         26%        26%
                                                              ----     ------     ------
Operating expenses:
  Research and development..................................   100%       281%       379%
  Sales and marketing.......................................    --         38%        38%
  General and administrative................................    --        754%       754%
  Write off In process research and development.............    --        298%       298%
  Amortization -- goodwill..................................   100%       341%       400%
                                                              ----     ------     ------
          Total operating expenses..........................   100%     1,713%     1,869%
Loss from operations........................................  (100)%   (1,687)%   (1,843)%
Interest and other income, net..............................  (100)%       75%        74%
Gain on sale of investment..................................    --         --         --
Losses from joint venture...................................    --        (21)%      (22)%
                                                              ----     ------     ------
Loss from continuing operations.............................  (100)%   (1,634)%   (1,791)%
Loss from discontinued operations...........................    --       (779)%     (779)%
Loss on disposal of discontinued operations.................    --         --         --
                                                              ----     ------     ------
          Net loss..........................................  (100)%   (2,413)%   (2,570)%
                                                              ====     ======     ======
</TABLE>

     Revenue. Revenue for Ingenuus increased by 44% from $310,000 in the quarter
ended February 29, 2000 to $446,000 in the quarter ended February 28, 2001.

     Revenue from the EDA segment for the quarter ended February 28, 2001 was
$261,000 and resulted from the sale of Verilux products.

     Cost of revenue. Cost of revenue for Ingenuus primarily represents the
costs of products, personnel and other operating expenses incurred in the
implementation phase of the Inbox product. Cost of revenue as a percentage of
revenue increased by 54% from 74% of revenue in the quarter ended February 29,
2000 to 128% of revenue in the quarter ended February 28, 2001. The increase was
due to the fact that the volume of products sold was lower than anticipated.
Ingenuus Corporation has built up a professional and customer services team for
the anticipated revenue.

     Research and development. Research and development expenses represent the
cost of engineering personnel and other operating expenses incurred in the
development and enhancement of our core technology. Research and development
expenses for Ingenuus decreased by 11% from $872,000 in the quarter ended
February 29, 2000 to $783,000 in the quarter ended February 28, 2001. Research
and development expenses as a percentage of revenue was 176% in the quarter
ended February 28, 2001 compared to 281% in the quarter ended February 29, 2000.
This decrease in research and development expenses in the quarter ended February
28, 2001 was primarily due to the fact that Ingenuus consolidated the R&D
departments from Novo and Inbox and streamlined the department.

     Research and development expenses for the EDA segment decreased by 55% from
$304,000 in the quarter ended February 29, 2000 to $169,000 in the quarter ended
February 28, 2001. The decrease in research and development expenses in the
first quarter of fiscal 2001, compared with the first quarter of fiscal 2000,
was primarily due to the sale of Chip & Chip in June of 2000.

                                        16
<PAGE>   19

     Sales and marketing. Sales and marketing expenses consist of salaries and
commissions paid to internal sales and marketing personnel and sales
representatives, promotional costs and related operating expenses. Sales and
marketing expenses for Ingenuus increased by 676% from $119,000 in the quarter
ended February 29, 2000 to $924,000 in the quarter ended February 28, 2001.
Sales and marketing expense as a percentage of revenue was 38% in the quarter
ended February 29, 2000 and 131% in the quarter ended February 28, 2001. The
absolute dollar increase in sales and marketing expenses in the quarter ended
February 28, 2001, compared with the quarter ended February 29, 2000, was due to
an increase in marketing expenses relating to promotion of our Ingenuus
products.

     General and administrative. General and administrative expenses consist of
salaries and expenses related to executives, corporate finance, legal and human
resources departments. General and administrative expenses decreased by 47% from
$2.3 million in the quarter ended February 29, 2000 to $1.2 million in the
quarter ended February 28, 2001. General and administrative expenses as a
percentage of revenue was 753% in the quarter ended February 29, 2000 and 175%
in the quarter ended February 28, 2001. The absolute dollar decrease in general
and administrative expenses in the quarter ended February 28, 2001, compared
with the quarter ended February 29, 2000, was due to decreased professional
service fees.

     The Company also recorded $1.1 million in amortization expenses in the
first quarter of fiscal 2001, and $1.2 million in the first quarter of fiscal
2000, related to acquisitions in the last two years.

     Interest, and other income net. Net interest and other income for the
Company decreased 61% from $228,000 in the three months ended February 29, 2000
to $89,000 in the three months ended February 28, 2001, due to the decline in
the cash balance.

     Foreign Currency. Balance sheet accounts of Ingenuus' foreign subsidiary in
Japan are translated into U.S. dollars at exchange rates prevailing at balance
sheet dates. Revenue, costs and expenses are translated into U.S. dollars at
average rates for the period. Gains and losses resulting from foreign exchange
transactions are included in the statement of operations and were not
significant during the period presented.

LIQUIDITY AND CAPITAL RESOURCES

     We have funded our operations primarily from license revenue and the net
proceeds of $71.9 million from the initial public offering of our common stock
in May 1998.

     Our operating activities utilized net cash of $5.0 million in first quarter
ended February 28, 2001 and $2.6 million in first quarter ended February 29,
2000. Net cash used in first quarter ended February 28, 2001 and first quarter
ended February 29, 2000 was due to the significant net losses incurred.

     Net cash provided in investing activities was $3.7 million, in the three
month period ending February 28, 2001. Net cash used in investing activities was
$8.1 million, in the three month period ending February 29, 2000 respectively.
Investing activities included monies received from the sale of our discontinued
business and the sale of shares of Virage Logic in the first quarter ended
February 28, 2001. Net cash used in first quarter February 29, 2000 consisted
primarily of the investment in Inbox and net purchases of property and
equipment.

     Net cash provided by financing activities was $2,000 and $337,000 in the
three month periods ended February 28, 2001 and February 29, 2000, respectively.

     At February 28, 2001, we had cash and cash equivalents of $7.5 million. As
of February 28, 2001, we had a retained deficit of $76.2 million and working
capital of $12.1 million.

     We have suffered recurring losses in fiscal 2000, 1999 and 1998. Our
continued existence is dependent on our ability to achieve profitable
operations. We intend to continue to invest in the development of new products
and enhancements to our existing products. Our future liquidity and capital
requirements will depend upon numerous factors, including:

     - the costs and timing of our product development efforts and the success
       of these development efforts,

     - the costs and timing of our sales and marketing activities,

                                        17
<PAGE>   20

     - the extent to which our existing and new products gain market acceptance,

     - competing technological and market developments, and

     - the costs involved in maintaining and enforcing patent claims and other
       intellectual property rights.

     Based on our budget, we believe that our current cash and investment
balances together with any cash generated from operations will be sufficient to
meet our operating and capital requirements for at least the next 12 months. We
may require additional funds in the future and there is a risk that financing
may not be on terms favorable to us, if available at all.

OTHER FACTORS AFFECTING FUTURE OPERATING RESULTS

POSSIBLE CHALLENGES TO SUCCESS

FUTURE SUCCESS OF THE MCM PRODUCT

     In January 2001, we formally introduced Manufacturing Change
Manager(TM)("MCM"), a software program that allows members of the manufacturing
supply chain to communicate and collaborate using the Internet as a fully
integrated and automated system.

     Our future depends on our ability to enhance and expand the existing MCM
product, and to introduce new products as technology allows. There is still no
assurance that we will be successful in marketing the MCM product. We may also
experience release delays that are costly and can result in adverse financial
conditions and possible litigation. Other possible risks include, but are not
limited to:

     - Failure of the Internet,

     - Manufacturers resisting change,

     - Companies and customers being strapped for cash due to inflation or other
       economic shifts,

     - Miscalculating the need for the MCM product if manufacturers are not
       ready to enjoy the benefits of a fully automated system,

     - Misappropriation of Company's technology or copyright infringement; and

     - Diversion of resources due to litigation, including propriety rights
       issues.

COMPETITION

     We must deliver the MCM product to the marketplace before a competing
company provides a similar whole solution. If a competitor with better name
recognition were to produce a comprehensive manufacturing change product, it
could have an adverse affect on our financial condition.

ESTABLISHING THE NAME IN THE INDUSTRY

     We are a small, relatively unknown company and, as such, we are a new
player in the manufacturing change marketplace. There may be resistance to
purchasing a product from such a new player because there may be concern about
our viability. If customers resist the idea of having an unknown company supply
their manufacturing change needs, such resistance could have an adverse affect
on our financial condition.

ESTABLISHING A FIRM CUSTOMER BASE

     If our sales team is not successful in closing sales with major
manufacturers, this will have an adverse effect on our overall sales plan and on
the financial condition of the company. We depend on these sales.

MANUFACTURING INDUSTRY MAY RESIST CHANGE

     Manufacturers have invested substantial funds in systems that are already
in place and may resist the idea of a basic platform, fearing that it may be not
flexible enough to meet their individual needs. Such resistance may have an
adverse affect on our financial condition.

                                        18
<PAGE>   21

WE NEED TO BE VIGILANT IN OUR SEARCH FOR PRODUCT DEFECTS

     Like any new software product, the MCM software may have some "bugs" or
defects that could appear after a company has purchased and installed the
software. Such occurrences could have an adverse affect on our financial
condition because the customer may be unsatisfied, there may be additional labor
costs incurred involved in fixing it, and shipments of other products may be
delayed.

     We have not experienced material adverse effects resulting from any such
errors or defects.

A RECESSION OR ECONOMIC DOWNFALL

     If a recession or economic downfall occurs, it will mean difficult times
for most companies and may have an adverse affect on our financial condition.

RISKS FOR INTERNATIONAL BUSINESS

     While we continue to market our products to the international market, there
are a number of risks inherent when dealing with foreign companies. Some of
those risks include:

     - Economic recessions and political instability,

     - Exchange rate fluctuations,

     - Extended accounts receivables and difficulty collecting,

     - Difficulty in managing both sales representatives and distributors,

     - Unexpected changes in regulatory requirements,

     - Reduced or limited protection for intellectual property rights,

     - Export license requirements and documentation, and

     - Tariffs and possible adverse tax consequences.

OUR FUTURE OPERATING RESULTS ARE EXPECTED TO FLUCTUATE AND WE DEPEND UPON TIMELY
PROJECT COMPLETION

     Our operating results have fluctuated in the past and are expected to
fluctuate significantly on a quarterly and annual basis in the future as a
result of a number of factors including:

     - the size and timing of customer orders,

     - the length of our sales cycle,

     - the timing of new product announcements and introductions by us and our
       competitors,

     - our ability to successfully develop, introduce and market new products
       and product enhancements,

     - market acceptance of our products,

     - the cancellation or delay of orders from major customers,

     - the level of changes to customer requirements due to specific changes
       requested by customers,

     - our ability to retain our existing personnel and hire additional
       personnel, and

     - general economic conditions.

     These and other factors could have a material adverse effect on our
business, operating results and financial condition.

     In addition, our contracts may generally be canceled without cause, and if
a customer cancels or delays performance under any such contracts, our business,
operating results and financial condition could be materially adversely
affected.

                                        19
<PAGE>   22

     A customer's license of our products may involve a significant commitment
of capital with the attendant delays frequently associated with authorization
procedures for capital expenditures within customer organizations. Our operating
expenses will be based in part on our expectations of future revenue from
product licenses. Accordingly, if we do not realize our expected revenues, our
business, operating results, and financial condition could be materially
adversely affected.

WE NEED TO MANAGE GROWTH AND INTEGRATE AND RETAIN NEW EMPLOYEES

     The growth of our business and expansion of our customer base has placed,
and is expected to continue to place, a significant strain on our management and
operations.

     From time to time, we expect to evaluate potential acquisitions to build
our expertise. There can be no assurance that:

     - we will be able to identify attractive acquisition candidates,

     - that we will be able to successfully complete any such acquisition, or

     - that we will be able to integrate any acquired company with our other
       operations.

     In connection with potential acquisitions, the failure to successfully and
efficiently integrate new employees and operations of the acquired company with
our existing employees and operations or to successfully manage an acquired
company could materially adversely effect our business, operating results, and
financial condition.

WE DEPEND UPON CONTINUOUS PRODUCT DEVELOPMENT AND HAVE THE RISK OF PRODUCT
DELAYS

     Our customers are subject to:

     - rapid technological change,

     - frequent introductions of new products,

     - short product life cycles,

     - changes in customer demands and requirements, and

     - evolving industry standards.

WE DEPEND ON KEY PERSONNEL

     Our business depends in significant part on the continued service of our
executive officers and other senior management and key employees, including
certain technical, managerial and marketing personnel. The loss of the services
of any of these individuals or groups of individuals could have a material
adverse effect on our business, operating results and financial condition. None
of our executive officers have an employment agreement with us. We believe that
our future business results will depend in significant part upon our ability to
identify, attract, motivate and retain additional highly skilled technical,
managerial and marketing personnel. In addition we believe our future success
will depend on our ability to identify, attract, hire and retain skilled
employees and our ability to hire replacements for employees that leave us.
Competition for such personnel in the computer software industry is intense. We
have currently engaged in a search for several additional engineering personnel.
There can be no assurance we will be successful in identifying, attracting and
retaining such personnel, and the failure to do so could have a material adverse
effect on our business, operating results and financial condition.

                                        20
<PAGE>   23

OUR SHARE PRICE IS VOLATILE

     Since our initial public offering in April 1998, the market price of our
Common Stock has been highly volatile and is expected to be significantly
affected by factors such as:

     - actual or anticipated fluctuations in our operating results,

     - our failure to meet or exceed published earnings estimates,

     - changes in earnings estimates or recommendations by securities analysts,

     - announcements of technological innovations,

     - new products or new contracts by us or our existing or potential
       competitors,

     - developments with respect to patents, copyrights or proprietary rights,

     - adoption of new accounting standards affecting the software industry, and

     - general market conditions.

     In addition, the stock market has from time to time experienced significant
price and volume fluctuations that have particularly affected the market prices
for the common stocks of technology companies which have often been unrelated to
the operating performance of such companies. These broad market fluctuations may
materially adversely affect the market price of our common stock. In June 1998,
securities class action litigation was filed against us and certain of our
executive officers and directors. The parties have entered into a settlement
agreement, but preliminary and final court approvals have not yet been granted.
See Item 1 -- Legal Proceedings

                                        21
<PAGE>   24

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

CLASS ACTION LAWSUITS

     On July 1, 1998, a class action lawsuit, Howard Jonas, et al. v. Aspec
Technology, Inc., et al., No. CV-775037 ("the Jonas Complaint"), was filed in
the Superior Court for the State of California, County of Santa Clara. The Jonas
Complaint alleged that Aspec Technology, Inc. (now know as Ingenuus Corporation,
the "Company") and certain of its officers, directors and the underwriters of
the Company's initial public offering, violated California Corporations Code
Sections 25400 and 25500, and California Business and Professions Code Sections
17200 and 17500 by making false and misleading statements about the Company's
financial condition. The action was purportedly brought on behalf of all persons
who purchased the Company's stock during the period from April 28, 1998 through
June 25, 1998. On July 2, 1998, July 27, 1998, and August 17, 1998, three
additional complaints were filed in state court against the Company and certain
of its officers, directors, entitled respectively, William Neuman, et al. v.
Aspec Technology, Inc., et al., No. CV-775089 ("the Neuman Complaint"); Martin
L. Klotz, on behalf of the Martin Klotz Defined Benefit Profit Sharing Plan, et
al. v. Aspec Technology, Inc., et al., No. CV-775591 ("the Klotz Complaint");
Glen O. Ressler and Thelma M. Ressler, et al., v. Aspec Technology, Inc., et
al.,. No. CV-776065 ("the Ressler Complaint"). In addition to alleging the same
violations of the Corporations Code as the three other complaints, the Klotz
Complaint also alleged violations of Sections 11, 12, and 15 of the Securities
Act of 1933, and a class period of April 28, 1998 through June 30, 1998. The
complaints sought unspecified damages. A fifth similar complaint, filed in
federal court, was later dismissed.

     On January 29, 1999, the plaintiffs consolidated the pending class action
cases and filed a Consolidated Amended Complaint, styled Howard Jonas, et al. v.
Aspec Technology, Inc., et al., No. CV-775037. The Consolidated Amended
Complaint, purportedly brought on behalf of all persons who purchased the
Company's stock between April 27, 1998 and June 30, 1998, alleges that the
Company and certain of its officers and directors, as well as its underwriters,
violated Sections 25400 and 25500 of the California Corporations Code, and
Sections 11 and 15 of the Securities Act of 1933 (except as to the
underwriters). On June 7, 1999, the Company and certain of the individual
defendants ("the Aspec Defendants") filed demurrers to the Consolidated
Complaint. On June 9, 1999, the plaintiffs filed a motion for summary
adjudication of their claims against the Company under Section 11 of the
Securities Act. The plaintiffs also moved to certify a plaintiff class.

     On August 26, 1999, the court heard argument on the defendants' demurrers.
The court sustained the demurrers in part and overruled them in part.
Specifically, the court held that the plaintiffs had not pleaded their claims
under California Corporations Code Section 25400 with sufficient particularity
and granted plaintiffs leave to amend this claim. The court overruled the
defendants' demurrers to the Section 11 claim. Thereafter, plaintiffs withdrew
their motion for summary adjudication. Plaintiffs filed their First Amended
Class Action Complaint, under seal, on October 18, 1999.

     On January 11, 2000, the defendants filed demurrers to Count I of the First
Amended Complaint which alleged claims under California Corporations Code
Sections 25400 and 25500. The Aspec Defendants demurred to Count I on the basis
that plaintiffs had not pleaded facts demonstrating that the defendants had
acted with scienter. The Aspec Defendants also moved to strike certain
allegations in the complaint. The motions were fully briefed, and the court
heard oral arguments on defendants' demurrers and motion to strike, and
plaintiffs' motion for class certification on February 24, 2000. The court
overruled the defendants' demurrers, denied the motion to strike and took the
motion for class certification under submission. Thereafter, on March 13, 2000,
the Aspec Defendants answered the plaintiffs' unverified complaint, generally
denying all allegations and asserting affirmative defense.

     On March 16, 2000, the court certified a plaintiff class and appointed
Representative Plaintiffs. On that same date, the court found, sua sponte, that
the case is complex, and pursuant to a pilot program implemented in the Superior
Court for Santa Clara County, assigned it to a single judge for all purposes.
The

                                        22
<PAGE>   25

Representative Plaintiffs thereafter re-noticed their motion for summary
adjudication of the Section 11 claim: however, that motion has not been heard.

     On or about December 1, 2000, the Aspec Defendants, the underwriter,
Representative Plaintiffs and non-party Deloitte & Touche LLP, the Company's
former auditor, executed a Memorandum of Understanding, with the objective of
settling the class action litigation. Although the settlement is not final, and
is subject to preliminary and final court approval, the agreement calls for the
Company to pay $1.4 million into the settlement fund and upon final approval of
the settlement by the court, to issue 1.75 million shares of Company common
stock to the plaintiff class.

     As of November 30, 2000, the settlement cost has been accrued, including
the stock element, using a price of $0.50 per share, the fair market value of
the Company's common stock at November 30, 2000.

DERIVATIVE LAWSUIT

     Certain of the Company's current and former officers, directors and
shareholder entities were also named as defendants in a derivative lawsuit
styled Linda Willinger, IRA, et al. v. Conrad Dell'Oca et al., No. CV-778007,
filed on November 12, 1998, in the Superior Court of Santa Clara County. The
derivative action alleges facts similar to those in the class action and also
alleges that certain of the directors caused the Company to conduct the initial
public offering in order to redeem certain preferred stock. The Company filed a
demurrer to that Complaint on June 8, 1999 on behalf of certain of the officer
and director defendants and the Company, which has been named as nominal
defendant ("the Aspec Derivative Defendants"). Thereafter, the Derivative
Plaintiffs requested that the Aspec Derivative Defendants' assent to the
dismissal of their complaint and the filing of an amended complaint. Derivative
Plaintiffs filed their First Amended Shareholders' Derivative Complaint on
September 2, 1999.

     The Aspec Derivative Defendants demurred to that complaint on November 12,
1999, on the basis that the nominal plaintiffs had failed to make a demand on
the Board of Directors before filing the derivative lawsuit, and that they had
also failed to plead sufficient facts to excuse a pre-suit demand. After the
matter was fully briefed, the court heard argument on January 25, 2000. On
January 27, 2000, the court sustained the Aspec Derivative Defendants' demurrers
with sixty days' leave to amend.

     The parties later stipulated that the plaintiffs would have additional time
in which to file an amended complaint, as well as to re-notice a motion to
compel the production of electronically-stored documents and records from the
Company and to notice the deposition of a witness from the Company to testify
concerning the storage of such documents and records.

     On or about December 1, 2000, certain of the Aspec Derivative Defendants,
including nominal defendant, the Company, the plaintiffs, and non-party Deloitte
& Touche LLP, the Company's former auditor, executed a Memorandum of
Understanding, with the objective of settling the derivative litigation.
Although the settlement is not final, and is subject to preliminary and final
court approval, the Company has agreed to make certain changes to its Audit
Committee Charter, and to pay $395,000 in plaintiffs' legal fees and expenses.
As of November 30, 2000, the settlement cost has been accrued. As of March 13,
2001, the settlement has been paid.

     On February 23, 2001, at a hearing before Judge Conrad Rushing, the parties
advised the Court that they had reached agreement on a Stipulation of
Settlement, which they provided to the Court. The settlement would fully and
finally settle and resolve the derivative litigation, including a dismissal of
the action with prejudice as to all defendants. The Stipulation requires the
Company to pay the derivative plaintiffs' attorneys' fees in the amount of
$395,000, as well as to make certain changes to the Company's audit committee
charter. Upon the effective date, which includes the occurrence of the effective
date of a separate Stipulation of Settlement to be agreed upon and approved by
the Court in the Class Action, the parties to the Stipulation in the derivative
litigation will release one another from claims arising from or relating to the
derivative action, as set forth in the Stipulation. Thereafter, on March 6,
2001, the Court entered an Order approving the Stipulation of Settlement and
dismissing the matter with prejudice as to all defendants.

                                        23
<PAGE>   26

OTHER LITIGATION

     On June 21, 1999, a lawsuit entitled Cadabra Design Technology, Inc. v.
Aspec Technology, Inc., No. CV-782691, was filed in the Superior Court, County
of Santa Clara. Plaintiff's complaint sought damages in excess of $1 million for
an alleged breach of a commercial software licensing agreement entered into by
Cadabra Design Technology, Inc. ("Cadabra") and the Company on or about August
18, 1998. On August 6, 1999, the Company answered the complaint -- denying
liability and asserting various affirmative defenses -- and filed a
cross-complaint seeking damages according to proof and equitable relief for
breach of contract, conversion, and negligent misrepresentation on the part of
Cadabra. On February 16, 2000, the parties executed a Settlement Agreement and
General Release in the case, pursuant to which the Company paid Cadabra $600,000
in full and final satisfaction of all claims related to the parties' software
licensing agreement. On March 1, 2000, the case was dismissed in accordance with
the parties' Settlement Agreement.

     Aspec Technology, Inc. v. Compaq Computers, Inc. was filed on December 28,
1998 in the Superior Court of California, Santa Clara County, No. CV778943. By
the Company's complaint, they sought to collect the principal sum of $403,344,
plus interest, attorneys' fees and costs, from Compaq, alleging that Compaq had
breached a contract to purchase certain of the Company's library software.
Compaq filed a counter claim alleging that the Company had breached the contract
by failing to deliver in functional form the promised software on the schedule
promised, as well as alleging fraudulent misrepresentation relating to the
contract. The counter claim alleges unspecified damages in excess of $25,000. A
settlement was entered into under which Compaq paid the Company $185,000.
Dismissals of the lawsuit have been filed with the court by all parties.

     On September 23, 1999, a lawsuit entitled Lesley Nemeth v. Aspec Technology
Inc., was filed in Superior Court, County of Santa Clara No. DC 383204.
Plaintiff is a former consultant to the Company who seeks in her complaint
damages in the sum of $12,600 plus interest and attorneys' fees. On November 23,
1999 the court ordered the matter to binding arbitration administered by the
American Arbitration Association ("AAA"). Plaintiff filed her arbitration claim
with the AAA on or about March 2, 2000. An arbitrator was appointed, and the
arbitration was scheduled for September 8, 2000. The arbitration date was
suspended by the AAA, and, as of this time, has not been rescheduled. The court
case was dismissed by the court for failure by the plaintiff to appear at an
arbitration review conference. Plaintiff has filed a motion to vacate the
dismissal.

     Certain provisions of the Company's Certificate of Incorporation and
indemnification agreements between the Company and its officers require the
Company to advance to such officers ongoing legal expenses of defending the
above lawsuits and may require the Company to indemnify them against judgments
rendered on certain claims. The Company may incur significant legal expenses on
its behalf and on behalf of such officers in connection with this litigation. In
addition, defending this litigation has resulted, and will likely continue to
result, in the diversion of management's attention from the day to day
operations of the business. There can be no assurance that this stockholder
litigation will be resolved in the Company's favor. An adverse result,
settlement or prolonged litigation would have a material adverse effect on the
business, financial condition, results of operations or cashflows.

NASDAQ INQUIRY

     On September 4, 1998, the Company received an informal request for
information from the NASDAQ Listing Investigations Staff. NASDAQ requested
information concerning the Company's financial accounting and internal controls.
The Company has provided information in response to the informal inquiry. NASDAQ
held a de-listing inquiry on December 17, 1998 at which the Company appeared
through counsel and provided information. As of February 25, 1999, NASDAQ
determined that the Company would remain listed on the NASDAQ.

     On December 19, 2000, the Company received notice from NASDAQ that the
Company's common stock had failed to maintain a minimum bid price of $1.00 over
the prior thirty (30) consecutive trading days as required by the Market Place
Rule 4450(a)(5)(the "Rule"). The Company had until March 19, 2001 to regain
compliance with the Rule or the Company's common stock would be subject to
delisting from

                                        24
<PAGE>   27

NASDAQ. Regaining compliance required, in part, that the Company's common stock
trade at or above the $1.00 minimum price for ten (10) consecutive trading days.

     On March 20, 2001, the Company received a NASDAQ Staff Determination letter
(the "Staff Determination") indicating that the Company failed to regain
compliance with the Rule and that the Company's common stock is, therefore,
subject to delisting from NASDAQ. The Company has requested a hearing before a
NASDAQ Listing Qualifications Panel (the "Panel") to review the Staff
Determination. There can be no assurance that the Panel will grant the Company's
request for continued listing on NASDAQ.

SEC INQUIRY

     In January 1999, the Company received an informal inquiry from the
Securities and Exchange Commission ("SEC") Staff that the Company believes
relates to the restatement of the Company's financial statements in 1998. The
Company provided information in response to the SEC requests through March 1999
and has received no inquiries from the SEC since that time.

ITEM 6. EXHIBITS

     (a) Exhibits

<TABLE>
<S>     <C>
10.18   Ingenuus Corporation 2000 Amended and Restated Stock Option
        Plan
</TABLE>

                                        25
<PAGE>   28

                                   SIGNATURES

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

                                          INGENUUS CORPORATION

                                          By:     /s/ DOUGLAS E. KLINT
                                            ------------------------------------
                                                    Douglas E. Klint
                                                    Vice President, Secretary,
                                                    and
                                                    General Counsel

Date: April 11, 2001

                                        26
<PAGE>   29

                               INDEX TO EXHIBITS

<TABLE>
<S>     <C>
10.18   Ingenuus Corporation 2000 Amended and Restated Stock Option
        Plan
</TABLE>

                                        27