<PAGE>   1


                       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 June 30, 2001

                                       OR

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


For the transition period from _____________ to ________________

                         Commission file number 0-23239

                                   UBICS, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                   34-1744587
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

333 TECHNOLOGY DRIVE, SUITE 210 SOUTHPOINTE, CANONSBURG, PENNSYLVANIA   15317
              (Address of principal executive offices)                (Zip code)

                                 (724) 746-6001
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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 [  ]

         As of August 9, 2001, 6,999,451 shares of common stock, par value $0.01
per share, of the Registrant were outstanding.




<PAGE>   2



                                   UBICS, INC.

                                    Form 10-Q

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                 <C>
PART I - - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets as of June 30, 2001 and December 31, 2000                                     3

         Statements of Operations for the three months ended June 30, 2001 and
         2000 and the six months ended June 30, 2001 and 2000                                         4

         Statements of Cash Flows for the six months ended June 30, 2001 and 2000                     5

         Notes to Unaudited Financial Statements                                                      6

Item 2.  Management's Discussion and Analysis of Results of Operations and Financial Condition        8

PART II - - OTHER INFORMATION                                                                        13

Item 1.  Legal Proceedings                                                                           13

Item 2.  Changes in Securities and Use of Proceeds                                                   13

Item 3.  Defaults upon Senior Securities                                                             14

Item 4.  Submission of Matters to a Vote of Security Holders                                         14

Item 5.  Other Information                                                                           14

Item 6.  Exhibits and Reports on Form 8-K                                                            14

SIGNATURES
</TABLE>






                                       2
<PAGE>   3

                                   UBICS, INC.

                           CONSOLIDATED BALANCE SHEET
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                    JUNE 30,       DECEMBER 31,
                                                      2001             2000
                                                      ----             ----
                                                   (Unaudited)       (Audited)
<S>                                               <C>             <C>
                           ASSETS
Current assets:
  Cash and cash equivalents ...................      $  7,847        $ 10,477
  Accounts receivable, net of allowance for
     doubtful accounts of $1,100 and $1,200,
     respectively..............................         5,206           5,743
  Unbilled receivables ........................         2,079           2,412
  Employee advances ...........................            59              83
  Prepaids and other ..........................         1,543             683
  Deferred tax asset ..........................           607             607
                                                     --------        --------
     Total current assets .....................        17,341          20,005
                                                     --------        --------
Property and equipment:
  Leasehold improvements ......................            76              40
  Vehicles ....................................            73              89
  Computer equipment and software .............         1,680           2,214
  Furniture and fixtures ......................           794             696
  Office and other equipment ..................            89              93
                                                     --------        --------
     Total property and equipment .............         2,712           3,132
  Accumulated depreciation ....................        (1,081)           (849)
                                                     --------        --------
     Net property and equipment ...............         1,631           2,283
                                                     --------        --------
     Goodwill, net of accumulated amortization
        of $56 and $146, respectively .........         3,595           1,627
    Notes receivable ..........................           983             983
                                                     --------        --------
          Total assets ........................      $ 23,550        $ 24,898
                                                     ========        ========

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable ............................      $  2,624        $  2,649
  Payroll liabilities .........................         2,016           2,246
  Other current liabilities ...................           690             557
  Due to affiliates, net ......................            24              --
                                                     --------        --------
    Total current liabilities .................         5,354           5,452
  Deferred tax liabilities ....................           122             122
                                                     --------        --------
     Total liabilities ........................         5,476           5,574
                                                     --------        --------
Common stock, subject to redemption, 183,200
shares issued and outstanding .................           550             550
Stockholders' equity:
  Preferred stock, $0.01 par value, 2,000,000
   shares authorized, no shares issued and
     outstanding ..............................            --              --
  Common stock, $0.01 par value, 20,000,000
  shares authorized, 6,849,151 and 6,849,151
  shares issued, respectively .................            68              68
  Additional paid-in capital ..................        14,035          14,035
  Treasury stock - 20,200 shares, at cost .....          (100)           (100)
  Retained earnings ...........................         3,521           4,771
                                                     --------        --------
     Total stockholders' equity ...............        17,524          18,774
                                                     --------        --------
          Total liabilities and stockholders'
            equity ............................      $ 23,550        $ 24,898
                                                     ========        ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>   4



                                   UBICS, INC.

                            STATEMENTS OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                        Three Months                        Six Months
                                                       Ended June 30,                     Ended June 30,
                                               -----------------------------       ----------------------------
                                                  2001              2000              2001             2000
                                               (unaudited)       (unaudited)       (unaudited)      (unaudited)
                                               -----------       -----------       -----------      -----------
<S>                                           <C>               <C>               <C>               <C>
Revenues                                       $   10,599        $   10,213        $   21,376        $   19,532
Cost of revenues                                    7,740             7,435            16,356            14,323
                                               ----------          ------          ----------        ----------
  Gross profit                                      2,859             2,778             5,020             5,209
Selling, general and
  administrative expense                            3,783             3,309             7,192             5,626
                                               ----------          ------          ----------        ----------
Loss  from operations                                (924)             (531)           (2,172)             (417)
Interest income, net                                  101               171               247               329
                                               ----------          ------          ----------        ----------
Loss  before income taxes                            (823)             (360)           (1,925)              (88)
(Benefit ) / provision  for income taxes             (288)              (11)             (675)               94
                                               ----------          ------          ----------        ----------
 Net Loss                                      $     (535)       $     (349)       $   (1,250)       $     (182)
                                               ==========        ==========        ==========        ==========
Basic and diluted loss  per share              $    (0.08)         $(0.05 )        $    (0.18)       $    (0.03)
                                               ==========        ==========        ==========        ==========

Weighted average shares outstanding             7,012,151         6,479,800         7,012,151         6,479,800
Diluted  average shares outstanding             7,012,151         6,479,800         7,012,151         6,479,800
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>   5


                                   UBICS, INC.

                             STATEMENT OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)


                                                     Six Months
                                                    Ended June 30,
                                             -----------------------------
                                                2001              2000
                                             (Unaudited)       (Unaudited)
                                             -----------       -----------

Cash flows from operating activities:
  Net loss                                    $(1,250)          $  (182)
  Adjustments to reconcile net
     loss to net cash used  by
     operating activities--
     Depreciation                                 232               169
     Amortization of goodwill                      91                --
    Asset impairment                              618                --
     Stock based compensation                      --               252
     Changes in operating assets and
       liabilities--
       Accounts receivable, net                   705               127
       Unbilled receivables                       510            (1,151)
       Employee advances                           24               (28)
       Other long term asset                       --              (733)
       Due to affiliates, net                      24                74
       Prepaids and other                        (864)             (191)
       Accounts payable                          (622)               58
       Payroll liabilities                       (230)              474
       Accrued taxes and other
          current liabilities                  (1,850)              575
                                              -------           -------
     Net cash used by
       operating activities                    (2,612)             (556)
                                              -------           -------

Cash flows from investing activities:
  Purchases of property and
     equipment                                   (159)             (246)
     Cash of acquired entity                      141                --
                                              -------           -------
     Net cash used by investing activities        (18)             (246)
Net decrease in cash
  and cash equivalents                         (2,630)             (802)
Cash and cash equivalents, at
  beginning of period                          10,477            12,027
                                              -------           -------
Cash and cash equivalents, at
  end of period                               $ 7,847           $11,225
                                              =======           =======

Supplemental data:
  Cash payments for income taxes              $   108           $   212
  Acquisition
     Fair value of :
     Assets acquired                          $ 2,447                --
     Liabilities assumed                         (605)               --
     Due to seller                             (1,983)               --
     Cash acquired                            $  (141)               --

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>   6



                                   UBICS, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


1. BASIS OF PRESENTATION:

    The financial statements of UBICS, Inc. ("UBICS" or "the Company") presented
herein are unaudited. Certain information and footnote disclosures normally
prepared in accordance with accounting principles generally accepted in the
United States have been either condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. Although the Company
believes that all adjustments, consisting of only normal recurring adjustments,
necessary for a fair presentation have been made, interim periods are not
necessarily indicative of the financial results of operations for a full year.
As such, these financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for its fiscal year ended December 31, 2000 as filed on March 30,
2001.


2. OPERATIONS:

    UBICS, a Delaware corporation, provides information technology professional
services to large and mid-sized organizations. The Company provides its clients
with a wide range of professional services in such areas as client/server design
and development, enterprise resource planning package implementation and
customization, e-commerce applications design and development, applications
maintenance programming and database and systems administration.


3.  RELATED PARTY TRANSACTIONS:

     As of June 30, 2001, the Company had a net payable to the UB Group,
totaling $24, resulting from its share of rent payable to the UB Group for
premises occupied by the Company in Bangalore, India.


4. EARNINGS PER SHARE:

    Under Financial Accounting Standards Board Statement on Financial Accounting
Standards ("SFAS") No. 128, "Earnings Per Share," earnings per share are
classified as basic earnings per share and diluted earnings per share. Basic
earnings per share include only the weighted average common shares outstanding.
Diluted earnings per share include the weighted average common shares
outstanding and any dilutive common stock equivalent shares in the calculation.
Treasury shares are treated as retired for earnings per share purposes.




                                       6
<PAGE>   7


The following table reflects the calculation of earnings per share under SFAS
No. 128:


THREE MONTHS ENDED  JUNE 30                           2001          2000
---------------------------                           ----          ----

BASIC EARNINGS PER SHARE
Net loss                                             $(535)        $(349)
DIVIDED BY:
Weighted average common shares                   7,012,151     6,479,800
Basic loss per share                                $(0.08)       $(0.05)
                                                ----------    ----------

DILUTED EARNINGS PER SHARE:
Net loss                                             $(535)        $(349)
DIVIDED BY:
Weighted average common shares                   7,012,151     6,479,800
Dilutive effect of options                              --            --
                                                ----------    ----------
Dilutive average common shares                   7,012,151     6,479,800
Diluted loss per share                              $(0.08)       $(0.05)




SIX  MONTHS ENDED JUNE 30                             2001          2000
-------------------------                             ----          ----

BASIC EARNINGS PER SHARE
Net loss                                          $(1,250)         $(182)
DIVIDED BY:
Weighted average common shares                   7,012,151     6,479,800
Basic loss per share                                $(0.18)       $(0.03)
                                                ----------    ----------

DILUTED EARNINGS PER SHARE:
Net loss                                           $(1,250)       $ (182)
DIVIDED BY:
Weighted average common shares                   7,012,151     6,479,800
Dilutive effect of options                              --            --
                                                ----------    ----------
Dilutive average common shares                   7,012,151     6,479,800
Diluted loss per share                              $(0.18)       $(0.03)

    The effect of the assumed exercise of stock options to purchase an aggregate
of 411,000 shares of the Company's common stock for the three months and six
months ended June 30, 2000 and 1,246,000 shares for the comparable periods in
2001 have been excluded from the calculation of diluted earnings per share as
the effect would be anti-dilutive as a result of the net loss incurred in such
periods.


5.  ACQUISITION:

The Company completed the acquisition of all of the outstanding common stock of
Oakwood Technical Services Limited in the United Kingdom on March 30, 2001 for a
consideration of 1.4 million British Pounds. The consideration is payable as
follows :

(a) An amount of 490,000 British Pounds by wire transfer to the seller on
    closing

(b) Second installment of 303,333 British Pounds payable six months after the
    closing

(c) Third installment of 303,333 British Pounds payable on the first anniversary
    of the closing date; and

(d) Fourth and final installment of 303,334 British Pounds payable eighteen
    months after the closing date.

The excess of the purchase price over the net assets acquired ( $2,059 ) has
been allocated to goodwill.



                                       7
<PAGE>   8

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

         The following discussion should be read in conjunction with, and is
qualified in its entirety by, the financial statements and notes thereto
included in Item 1 of this report.

         The following Management's Discussion and Analysis of Results of
Operations and Financial Condition contain certain forward looking statements
that involve substantial risks and uncertainties. When used in this section, the
words "anticipate," "believe," "estimate," "expect" and similar expressions as
they relate to the Company or its management are intended to identify such
forwardlooking statements. The factors that may cause actual results to differ
materially from the forward-looking statements include ability to recruit and
maintain qualified IT professionals, changes in laws and regulations
(specifically immigration laws), competition and economic conditions in the
geographic regions in which the Company conducts its operations, general
economic conditions, success of the Company's marketing efforts and the demand
for outsourced IT professionals. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, these forwardlooking statements.

OVERVIEW

         UBICS, founded in 1993, provides IT professional services to large and
mid-sized organizations. UBICS provides its clients with a wide range of
professional services in such areas as client/server design and development, ERP
package implementation and customization, e-commerce applications design and
development, applications maintenance programming and database and systems
administration. UBICS' services are provided primarily on a time-and-materials
basis to client-managed projects, with UBICS IT professionals providing integral
support as project team members. With respect to website design and development
projects, UBICS' services are provided on a fixed price basis.

         The Company's revenues are based on the hourly billing of its IT
professional services and on the fixed prices for its website design and
development services. Revenue is recognized as services are provided. The
Company has increased the average billing rates of its IT professionals as the
demand for skilled and experienced professionals has expanded, in particular for
IT professionals placed on ERP package implementation and customization
projects. As of June 30, 2001, 72 IT professionals, or approximately one-fourth
of the Company's deployed IT professionals, were placed on such projects.

         UBICS effectively minimizes the number of days IT professionals are not
assigned to projects by proactively marketing these professionals to clients.
Practice Managers closely monitor the availability of IT professionals and
utilize subcontractors when UBICS IT professionals are unavailable. The Company
maintains strong relationships with nearly 80 subcontractors located worldwide.
Approximately 33% of the Company's revenues were derived from IT professionals
deployed from subcontractors for the three months ended June 30, 2001. As of
June 30, 2001, IT professionals deployed from subcontractors comprised 76 of the
Company's 252 deployed IT professionals. The Company believes that its network
of subcontractors enables it to maintain closer relationships with clients by
fulfilling more of their needs for IT professional services. Management believes
that as the Company increases its investment in recruiting and retaining
qualified IT professionals, the ratio of UBICS IT professionals to subcontractor
IT professionals will increase.

         Since inception the Company has developed relationships with 615
clients in a range of industries and currently has IT professionals deployed at
nearly 152 of these clients. The Company's five largest clients accounted for
approximately 23% of revenues for the second quarter of 2001. While this revenue
concentration has remained fairly constant, the Company believes that the
continuing growth in its client base and revenues should reduce the percentage
of revenue attributable to its largest clients. The Company's strategy is to
continue to provide services to clients in a range of industries in order to
reduce credit risk from conditions or occurrences within any specific industry
or region in which these clients operate.



                                       8
<PAGE>   9

         On March 30, 2001, the Company completed the acquisition of all of the
outstanding common stock of Oakwood Technical Services Limited in the United
Kingdom for a consideration of 1.4 million British pounds.

RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, selected
statements of operations data as a percentage of revenues:

<TABLE>
<CAPTION>
                                                                  PERCENTAGE OF REVENUES

                                                          THREE MONTHS                 SIX MONTHS
                                                         ENDED JUNE 30,              ENDED JUNE 30,
                                                         --------------              --------------
                                                       2001          2000          2001          2000
                                                       ----          ----          ----          ----
<S>                                                   <C>           <C>           <C>           <C>
Revenues ...........................................   100.0%        100.0%        100.0%        100.0%
Cost of revenues ...................................    73.0          72.8          76.5          73.3
                                                       -----         -----         -----         -----
Gross profit .......................................    27.0          27.2          23.5          26.7
Selling, general and administrative expense ........    35.7          32.4          33.6          28.8
                                                       -----         -----         -----         -----
Loss  from operations ..............................    (8.7)         (5.2)        (10.1)         (2.1)
Interest income net ................................     0.9           1.7           1.1           1.7
                                                       -----         -----         -----         -----
Loss before income taxes ...........................    (7.8)         (3.5)         (9.0)         (0.4)
(Benefit) / Provision for income taxes .............    (2.7)         (0.1)         (3.2)          0.5
                                                       -----         -----         -----         -----
Net loss ...........................................    (5.1)%        (3.4)%        (5.8)%        (0.9)%
                                                       =====         =====         =====         =====
</TABLE>



THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000.

Revenues

         Revenues for the quarter ended June 30, 2001 were $10.6 million,
compared to $10.2 million for the quarter ended June 30, 2000, an increase of
$0.4 million, or 3.9%. The increase in revenues was due to higher average
billing rates. The number of deployed IT professionals decreased to 250 at June
30, 2001 from 310 at June 30, 2000, and the Company broadened its client base
since inception to 638 clients through June 30, 2001 from 500 clients through
June 30, 2000.


Gross Profit

         Gross profit consists of revenues less cost of revenues. Cost of
revenues is comprised principally of IT professional salaries and benefits,
including subcontractor professional costs and relocation expenses. Gross profit
for the quarter ended June 30, 2001 was $2.9 million, compared to $2.8 million
for the quarter ended June 30, 2000, an increase of $0.1 million, or 3.6%. Gross
profit as a percentage of revenues decreased to 27.0% for the quarter ended June
30, 2001 from 27.2% for the quarter ended June 30, 2000. The decrease in gross
profit as a percentage of revenues resulted primarily from an increase in the
ratio of employee consultants waiting to be deployed and from increases in rates
charged by subcontractors.




                                       9
<PAGE>   10

Selling, General and Administrative Expenses

         Selling, general and administrative expenses consists of costs
associated with the Company's sales and marketing efforts, executive, finance
and human resource functions, facilities, telecommunications and other general
overhead expenses. Selling, general and administrative expenses for the quarter
ended June 30, 2001, were $3.8 million, compared to $3.3 million for the quarter
ended June 30, 2000, an increase of $0.5 million, or 14.3%. Selling, general and
administrative expenses as a percentage of revenues increased to 35.7% for the
quarter ended June 30, 2001, from 32.4% for the comparable quarter in 2000. The
increase in expenses was primarily due to the write-off of $0.6 million of
excess costs related to the in-house implementation of Peoplesoft human
resource/finance software.

Interest Income, net

         Interest income, net for the quarter ended June 30, 2001, was $101,000
compared to interest income of $171,000 for the quarter ended June 30, 2000. The
decrease resulted from the reduction in the amount available for short term
investments.

Provision for Income Taxes

         The Company's effective tax rate was 35.0% for the quarter ended June
30, 2001, compared to 3.1% for the quarter ended June 30, 2000.

Net Loss

         Net loss for the quarter ended June 30, 2001 was $535,000, compared to
a net loss of $349,000 for the quarter ended June 30, 2000, an increase of
$186,000 or 53.3%. The net loss as a percentage of revenues increased to (5.1)%
for the quarter ended June 30, 2000, compared to a net loss of (3.4)% for the
quarter ended June 30, 2000.


SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000.

Revenues

         Revenues for the six months ended June30, 2001 were $21.4 million,
compared to $19.5 million for the six months ended June 30, 2000, an increase of
$1.8 million, or 9.4%. The increase in revenues was due to higher average
billing rates. The number of deployed IT professionals decreased to 250 at June
30, 2001 from 310 at June 30, 2000, and the Company broadened its client base
since inception to 638 clients through June 30, 2001 from 500 clients through
June 30, 2000.

Gross Profit

         Gross profit consists of revenues less cost of revenues. Cost of
revenues is comprised principally of IT professional salaries and benefits,
including subcontractor professional costs and relocation expenses. Gross profit
for the six months ended June 30, 2001 was $5.0 million, compared to $5.2
million for the comparable period in 2000, a decrease of $0.2 million, or 3.6%.
Gross profit as a percentage of revenues decreased to 23.5% for the six months
ended June 30, 2001, from 26.7% for the comparable period in 2000. The decrease
in gross profit as a percentage of revenues resulted primarily from an increase
in the ratio of employee consultants waiting to be deployed and from increases
in rates charged by subcontractors.




                                       10
<PAGE>   11

Selling, General and Administrative Expense

         Selling, general and administrative expense for the six months ended
June 30, 2001 was $7.2 million, compared to $5.6 million for the same period of
2000, an increase of $1.6 million, or 27.8%. Selling, general and administrative
expense as a percentage of revenues increased to 33.6% for the six months ended
June 30, 2001, from 28.8% for the six months ended June 30, 2000. The increase
in expenses was primarily due to the write-off of $0.6 million of excess costs
related to in-house implementation of Peoplesoft, a human resource / finance
software, greater salary expense due to staff and executive restructurings and
greater visa processing costs.


Interest Income Net

         Interest income for the first six months of 2001 was $247,000, compared
to interest income of $329,000 for the first six months of 2000. The decrease
resulted from the reduction in the amount available for short term investments.

Provision for Income Taxes

         The Company's effective tax rate was 35.0% for the six months ended
June 30, 2001,compared to 106.8% for the six months ended June 30, 2000.

Net Loss

         Net loss for the six months ended June 30, 2001 was $1.3 million,
compared to a net loss of $0.2 million for the six months ended June 30, 2000,
an increase of $1.1 million, or 587%. The net loss as a percentage of revenues
increased to (5.8)% for the six months ended June 30, 2001, compared to a net
loss of (0.9)% for the six months ended June 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal uses of $13.2 million cash generated out of the
initial public offering (the "Offering") have been to fund receivables and other
working capital, reflecting the Company's growth. Net cash used by operating
activities was $2.6 million for the six months ended June 30, 2001 compared to
net cash used by operating activities of $0.6 million for the comparable period
in 2000. Net cash used by operating activities for the six months ended June
30, 2001 is primarily due to a net loss of $1.3 million and $1.8 million due to
an increase in other liabilities. Net cash used by operating activities for the
six months ended June 30, 2000 is primarily due to an increase in unbilled
receivables of $1.2 million and other long term asset of $0.7 million offset by
a decrease in accounts receivable, accounts payable, payroll liabilities and
other current liabilities aggregating to $1.2 million.

         Capital expenditures for the six months ended June 30, 2001 and 2000
were $159,000 and $246,000, respectively. The Company intends to use
approximately $1.0 million of its available cash to complete the acquisition of
70% of the controlling interest in DSF Internet Services Private Limited, based
in India, subject to completion of due diligence and execution of a definitive
purchase agreement. Because of the economic slowdown, the Company has deferred
previously disclosed plans to establish offshore recruiting offices in various
foreign locations. Except as set forth above, the Company currently has no
material commitments for capital expenditures.

         The Company currently anticipates that the remaining proceeds from the
Offering, together with the existing sources of liquidity and cash generated
from operations, will be sufficient to satisfy its cash needs at least through
the next twelve months.




                                       11
<PAGE>   12

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Accounting for Business
Combinations" (SFAS No. 141) and Statement of Financial Accounting Standards No.
142, "Accounting for Goodwill and Other Intangible Assets" (SFAS No. 142). SFAS
No 141 requires all business combinations initiated after June 30, 2001 to be
accounted for using the purchase method. Under SFAS No 142, goodwill and
intangible assets with indefinite lives are no longer amortized but are reviewed
annually (or more frequently if impairment indicators arise) for impairment.
Separable intangible assets that are not deemed to have indefinite lives will
continue to be amortized over their useful lives (but with no maximum life). The
amortization provisions of SFAS No 142 apply to goodwill and intangible assets
acquired after June 30, 2001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, the Company is required to adopt SFAS No 142
effective January 1, 2002. The Company is currently evaluating the effect that
the adoption of the goodwill impairment provisions of SFAS No 142 that are
effective January 1, 2002 will have on its results of operations and financial
position. Goodwill amortization of $62,362 per quarter will no longer be
recorded beginning January 1, 2002.

U.S. REGULATION OF IMMIGRATION

         The Company's services historically have been performed in the U.S. and
the Company has recruited most of its IT professionals outside the U.S. The
Company's business, therefore, is subject to U.S. immigration laws. Over 90% of
the Company's IT professionals are citizens of other countries, with most of
those in the U.S. working under H-1B temporary work permits. There is a limit on
the number of new H-1B permits that may be approved in any U.S. government
fiscal year.

         During 1998, the U.S. government increased the limit on the number of
new H-1B permits to 115,000 for each of the 1999 and 2000 federal fiscal years,
and to 107,500 for fiscal year 2001 before reverting to existing limits from
fiscal year 2002 onwards.

         In October 2000, the U.S. government increased the limit of new H-1B
permits to 195,000 for each of the next three federal fiscal years starting from
fiscal year 2001.

         In the current federal fiscal year, and in future years where the limit
on H-1B permits is reached, the Company may again be unable to obtain enough
H-1B permits to meet its requirements. If the Company were unable to obtain H-1B
permits for its IT professionals in sufficient quantities or at a sufficient
rate, the Company's business, operating results and financial condition could be
materially adversely affected.

         The U.S. Government, in connection with its increase in the limit on
H-1B permits, also imposed a fee to be paid by companies for new approvals and
for renewals. UBICS does not anticipate that the imposition of such fees will
have a material adverse impact on its results of operations.

         Congress and administrative agencies with jurisdiction over immigration
matters have periodically expressed concerns over the levels of legal and
illegal immigration into the U.S. These concerns have often resulted in proposed
legislation, rules and regulations aimed at reducing the number of work permits
that may be issued. Any changes in such laws making it more difficult to hire
foreign nationals or limiting the ability of the Company to retain foreign
employees could require the Company to incur additional unexpected labor costs
and expenses. Any such restrictions or limitations on the Company's hiring
practices could have a material adverse effect on the Company's business,
operating result and financial condition.



                                       12
<PAGE>   13


                          PART II -- OTHER INFORMATION


Item 1.   Legal Proceedings

          Nothing to report under this item.

Item 2.   Changes in Securities and Use of Proceeds

          Nothing to report under this item.


































                                       13
<PAGE>   14


Item 3.   Defaults Upon Senior Securities Nothing to report under this item.

Item 4.   Submission of Matters to a Vote of Security Holders

          Nothing to report under this item.

Item 5.   Other Information

          Nothing to report under this item.

Item 6.   Exhibits and Reports on Form 8-K

(a)       Exhibits:

          2.1     Share Purchase Agreement dated as of March 30, 2001 between
                  UBICS, Inc. and Teksys, Inc. (10)

          3(i)    Amended and Restated Certificate of Incorporation of UBICS,
                  Inc. (1)

          3(ii)   Amended and Restated Bylaws of UBICS, Inc. (1)

          10.1    UBICS, Inc. 1997 Stock Option Plan (2)

          10.2    Noncompetition Agreement dated October 27, 1997 among the
                  Company, Vijay Mallya and UB Information Consultancy Services,
                  Ltd. (3)

          10.3    Employment Agreement between the Registrant and Vijay
                  Mallya (3)

          10.4    Employment Agreement between the Registrant and Manohar B.
                  Hira  (3)

          10.6    Employment Agreement between the Registrant and Babu
                  Srinivas (3)

          10.7    Employment Agreement dated September 1, 1999 between the
                  Registrant and Dennis M. Stocker (4)

          10.8    Agreement of Severance, Waiver and Release dated March 18,
                  1999 between the Company and Manohar B. Hira (5)

          10.9    Services Agreement dated October 27, 1997 among the Company,
                  Vijay Mallya and United Breweries Limited (3)

          10.10   Form of Director Indemnification Agreement (3)

          10.11   Form of Sublease and Consent among the Company, Marin
                  Executive Park and United Breweries of American, Inc. (3)

          10.12   Noncompetition Agreement dated October 27, 1997 among the
                  Company, Vijay Mallya and United Breweries Limited (3)

          10.13   Noncompetition Agreement dated October 27, 1997 among the
                  Company, Vijay Mallya and UB International Limited (3)



                                       14
<PAGE>   15

          10.14   Services Agreement dated October 27, 1997 among the Company,
                  Vijay Mallya and UB International Limited (3)

          10.15   Lease Agreement dated June 30, 1998 between the Company and
                  Stealth Technology Associates (6)

          10.16   Amendment to Agreement of Severance Waiver and Release dated
                  December 1, 1999 between the Company and Manohar B. Hira (7)

          10.17   Amendment No. 2 to Agreement of Severance Waiver and Release
                  dated as of March 31, 1999 between the Company and Manohar B.
                  Hira (7)

          10.18   Amendment No. 3 to Agreement of Severance Waiver and Release
                  dated as of March 31, 1999 between the Company and Manohar B.
                  Hira (8)

          10.19   Employment Agreement dated June 22, 1998 between the Company
                  and Patrick Ghilani (8)

          10.20   Agreement dated August 20, 1999 between the Company and
                  Patrick Ghilani (8)

          10.21   Amendment to Employment Agreement dated as of January 1, 2000
                  between the Company and Babu Srinivas (8)

          10.22   Employment Agreement dated June 7, 2000 between the Company
                  and Robert C. Harbage (9)

          10.23   Acquisition and Stock Exchange Agreement dated July 5, 2000
                  among the Company, Cobalt Creative, Inc. and the Shareholders
                  of Cobalt Creative, Inc. (9)

          10.24   Employment Agreement dated June 1, 2001 between the Company
                  and Neil M. Ebner. (filed herewith)



(1)  Incorporated by reference to the registrant's Registration Statement on
     Form S-1, No. 333-35171, filed September 8, 1997.

(2)  Incorporated by reference to the registrant's Schedule 14A filed on
     November 5, 1999.

(3)  Incorporated by reference to Post-Effective Amendment No. 1 to the
     registrant's Registration Statement on Form S-1, No. 333-35171, filed
     October 29, 1997.

(4)  Incorporated by reference to the registrant's Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1999.

(5)  Incorporated by reference to the registrant's Annual Report on Form 10-K
     for the year ended December 31, 1998.

(6)  Incorporated by reference to the registrant's Quarterly Report on Form 10-A
     for the quarter ended September 30, 1998.

(7)  Incorporated by reference to the registrant's Annual Report on Form 10-K
     for the year ended December 31, 1998.

(8)  Incorporated by reference to the registrant's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 2000.

(9)  Incorporated by reference to the registrant's Quarterly Report on Form 10_
     for the quarter ended June 30, 2000.

(10) Incorporated by reference to Form 8-K of the registrant dated March 30,
     2001.


(b)  Reports on Form 8-K:

         No Reports on Form 8-K were filed during the quarter ended June 30,
2001.





                                       15
<PAGE>   16



                                   SIGNATURES

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


                                            UBICS, Inc.
                                            (Registrant)


Date: August 13, 2001

                                            By: /s/Robert C. Harbage
                                               -------------------------------
                                                Robert C. Harbage
                                                President


                                            By: /s/Neil M. Ebner
                                               -------------------------------
                                                Neil M. Ebner
                                                Vice President - Finance and
                                                Chief Financial Officer




                                       16
<PAGE>   17


                                  EXHIBIT INDEX


2.1     Share Purchase Agreement dated as of March 30, 2001 between UBICS, Inc.
        and Teksys, Inc. (10)

3(i)    Amended and Restated Certificate of Incorporation of UBICS, Inc. (1)

3(ii)   Amended and Restated Bylaws of UBICS, Inc. (1)

10.1    UBICS, Inc. 1997 Stock Option Plan (2)

10.2    Noncompetition Agreement dated October 27, 1997 among the Company, Vijay
        Mallya and UB Information Consultancy Services , Ltd. (3)

10.3    Employment Agreement between the Registrant and Vijay Mallya (3)

10.4    Employment Agreement between the Registrant and Manohar B. Hira (3)

10.6    Employment Agreement between the Registrant and Babu Srinivas (3)

10.7    Employment Agreement dated September 1, 1999 between the Registrant and
        Dennis M. Stocker (4)

10.8    Agreement of Severance, Waiver and Release dated March 18, 1999 between
        the Company and Manohar B. Hira (5)

10.9    Services Agreement dated October 27, 1997 among the Company, Vijay
        Mallya and United Breweries Limited (3)

10.10   Form of Director Indemnification Agreement (3)

10.11   Form of Sublease and Consent among the Company, Marin Executive Park and
        United Breweries of American, Inc. (3)

10.12   Noncompetition Agreement dated October 27, 1997 among the Company, Vijay
        Mallya and United Breweries Limited (3)

10.13   Noncompetition Agreement dated October 27, 1997 among the Company, Vijay
        Mallya and UB International Limited (3)

10.14   Services Agreement dated October 27, 1997 among the Company, Vijay
        Mallya and UB International Limited (3)

10.15   Lease Agreement dated June 30, 1998 between the Company and Stealth
        Technology Associates (6)

10.16   Amendment to Agreement of Severance Waiver and Release dated December 1,
        1999 between the Company and Manohar B. Hira (7)




                                       17
<PAGE>   18

10.17   Amendment No. 2 to Agreement of Severance Waiver and Release dated as of
        March 31, 1999 between the Company and Manohar B. Hira (7)

10.18   Amendment No. 3 to Agreement of Severance Waiver and Release dated as of
        March 31, 1999 between the Company and Manohar B. Hira (8)

10.19   Employment Agreement dated June 22, 1998 between the Company and Patrick
        Ghilani (8)

10.20   Agreement dated August 20, 1999 between the Company and Patrick Ghilani
        (8)

10.21   Amendment to Employment Agreement dated as of January 1, 2000 between
        the Company and Babu Srinivas (8)

10.22   Employment Agreement dated June 7, 2000 between the Company and Robert
        C. Harbage (9)

10.22   Acquisition and Stock Exchange Agreement dated July 5, 2000 among the
        Company, Cobalt Creative, Inc. and the Shareholders of Cobalt Creative,
        Inc. (9)

10.24   Employment Agreement dated June 1, 2001 between the Company and Neil M.
        Ebner. (filed herewith)


(1)  Incorporated by reference to the registrant's Registration Statement on
     Form S-1, No. 333-35171, filed September 8, 1997.

(2)  Incorporated by reference to the registrant's Schedule 14A filed on
     November 5, 1999.

(3)  Incorporated by reference to Post-Effective Amendment No. 1 to the
     registrant's Registration Statement on Form S-1, No. 333-35171, filed
     October 29, 1997.

(4)  Incorporated by reference to the registrant's Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1999.

(5)  Incorporated by reference to the registrant's Annual Report on Form 10-K
     for the year ended December 31, 1998.

(6)  Incorporated by reference to the registrant's Quarterly Report on Form 10-A
     for the quarter ended September 30, 1998.

(7)  Incorporated by reference to the registrant's Annual Report on Form 10-K
     for the year ended December 31, 1998.

(8)  Incorporated by reference to the registrant's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 2000.

(9)  Incorporated by reference to the registrant's Quarterly Report on Form 10_
     for the quarter ended June 30, 2000.

(10) Incorporated by reference to Form 8-K of the registrant dated March 30,
     2001.






                                       18