<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 March 31, 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, 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      [   ]

         Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock as of the latest practicable date:

                   Class                             Outstanding at May 10, 2001
                   -----                             ---------------------------

        Common Stock, $.01 par value                          7,012,151


<PAGE>   2

                                   UBICS, INC.

                                    Form 10-Q

                                TABLE OF CONTENTS

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

Item 1.  Financial Statements

         Balance Sheets as of December 31, 2000 and March 31, 2001..................................  3

         Statements of Operations for the three months ended March 31, 2000 and 2001................  4

         Statements of Cash Flows for the three months ended March 31, 2000 and 2001................  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

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 SHEETS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                    DECEMBER 31,      MARCH 31,
                                                       2000             2001
                                                       ----             ----
                                                     (Audited)       (Unaudited)
                  ASSETS
Current assets:
  Cash and cash equivalents ...................       $ 10,477        $ 10,476
  Accounts receivable, net of allowance for
     doubtful accounts of $1,100 and $1,200,
     respectively..............................          5,743           5,378
  Unbilled receivables ........................          2,412           2,478
  Employee advances ...........................             83              58
  Prepaids and other ..........................            683           1,036
  Deferred tax asset ..........................            607             607
                                                      --------        --------
     Total current assets .....................         20,005          20,033
                                                      --------        --------
Property and equipment:
  Leasehold improvements ......................             40              60
  Vehicles ....................................             89              89
  Computer equipment and software .............          2,214           2,258
  Furniture and fixtures ......................            696             788
  Office and other equipment ..................             93              93
                                                      --------        --------
     Total property and equipment .............          3,132           3,288
  Accumulated depreciation ....................           (849)           (947)
                                                      --------        --------
     Net property and equipment ...............          2,283           2,341
                                                      --------        --------
  Goodwill, net of accumulated amortization
     of $56 and $84, respectively .............          1,627           3,658
    Notes Receivable ..........................            983             983
                                                      --------        --------
          Total assets ........................       $ 24,898        $ 27,015
                                                      ========        ========


     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable ............................       $  2,649        $  3,505
  Payroll liabilities .........................          2,246           2,188
  Other current liabilities....................            557           2,567
  Due to affiliates, net ......................             --              24
                                                      --------        --------
    Total current liabilities..................          5,452           8,284
    Deferred tax liabilities...................            122             122
                                                      --------        --------
     Total liabilities ........................          5,574           8,406
                                                      --------        --------
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, 6,500,000 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 ...........................          4,771           4,056
                                                      --------        --------
     Total stockholders' equity ...............         18,774          18,059
                                                      --------        --------
          Total liabilities and stockholders'
            equity ............................       $ 24,898        $ 27,015
                                                      ========        ========





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



                                       3
<PAGE>   4

                                   UBICS, INC.

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

                                                           Three Months
                                                          Ended March 31,
                                                  ------------------------------
                                                      2000               2001
                                                   (unaudited)       (unaudited)
                                                  ------------------------------

Revenues                                              $9,319           $10,777
Cost of revenues                                       6,888             8,616
                                                  ----------       -----------
  Gross profit                                         2,431             2,161
Selling, general and administration expense            2,317             3,409
                                                  ----------       -----------
Income/(loss)from operations                             114            (1,248)
Interest income, net                                     158               146
                                                  ----------       -----------
Income/(loss) before income taxes                        272            (1,102)
Provision/(Benefit) for income taxes                     105              (387)
                                                  ----------       -----------
  Net income/(loss)                                     $167             $(715)
                                                  ==========       ===========
Basic and diluted earnings/(loss) per share            $0.03            $(0.10)
                                                  ==========       ===========

Weighted average shares outstanding                6,479,800         7,012,151
Diluted average shares outstanding                 6,556,450         7,012,151




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



                                       4
<PAGE>   5



                                   UBICS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

                                                      Three Months
                                                    Ended March 31,
                                              ----------------------------
                                                  2000           2001
                                               (Unaudited)    (Unaudited)
                                              ----------------------------
Cash flows from operating activities:
  Net income (loss)                             $   167        $  (715)
  Adjustments to reconcile net
     income (loss) to net cash used by
     operating activities--
     Depreciation                                    84             98
     Amortization of goodwill                         0             28
     Changes in operating assets and
       liabilities--
       Accounts receivable, net                     235            727
       Unbilled receivables                        (914)           (66)
       Employee advances                             (3)            25
       Due to affiliates, net                        37             24
       Prepaids and other                           (85)          (366)
       Accounts payable                             125            399
       Payroll liabilities                          205            (58)
       Accrued taxes and other
          current liabilities                       114           (121)
                                                -------        -------
     Net cash used by
       operating activities                         (35)           (25)
                                                -------        -------

Cash flows from investing activities:
  Purchases of property and
     equipment                                     (172)          (117)
  Cash of acquired entity                            --            141
                                                -------        -------
      Net cash (used) provided by
        investing activities                       (172)            24
                                                -------        -------
Net decrease in cash
  and cash equivalents                             (207)            (1)
Cash and cash equivalents, at
  beginning of period                            12,027         10,477
                                                -------        -------
Cash and cash equivalents, at
  end of period                                 $11,820        $10,476
                                                =======        =======

Supplemental data:
  Cash payments for income taxes                $    27        $    19
                                                -------        -------
  Acquisition
  Fair value of:
       Assets acquired                                0        $ 2,447
       Liabilities assumed                            0           (605)
  Due to seller                                       0         (1,983)
                                                               -------
  Cash acquired                                 $     0        $  (141)
                                                -------        -------




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



                                       5
<PAGE>   6




                     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 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 March 31, 2001, the Company had a net payable to the UB Group,
totaling $24, resulting from 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 included only the weighted average common shares outstanding.
Diluted earnings per share included 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.

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

THREE MONTHS ENDED MARCH 31,                       2000                    2001
(Dollars in thousands, except per share data)

BASIC EARNINGS PER SHARE
Net income (loss)                            $      167            $      (715)
DIVIDED BY:
Weighted average common shares                6,479,800              7,012,151
                                             ----------            -----------
Basic earnings (loss) per share              $     0.03            $     (0.10)
                                             ----------            -----------

DILUTED EARNINGS PER SHARE:
Net income (loss)                            $      167            $      (715)
DIVIDED BY:
Weighted average common shares                6,479,800              7,012,151
Dilutive effect of options                       76,650                     --
                                             ----------            -----------
Dilutive average common shares                6,556,450              7,012,151
Diluted earnings (loss) per share            $     0.03            $     (0.10)



                                       6
<PAGE>   7

    The exercise price of stock options to purchase an aggregate of 405,000
shares for the three months ended March 31, 2000 and 1,250,000 shares for the
comparable period in 2001, respectively, is less than the average stock price
for the period and such options have been excluded from the calculation of
diluted earnings per share as the effect would be anti-dilutive. Due to the loss
in the three months ended March 31, 2001, dilutive securities are excluded from
the calculation as their inclusion would be anti-dilutive.


5.  ACQUISITION

         On March 30, 2001, the Company acquired Oakwood Technical Services
Limited, European Software Services (UK) Limited, and Reflex I.T. Solutions
Limited, each a United Kingdom Company (collectively, the "UK Companies"). In
the acquisition, UBICS purchased all of the issued and outstanding shares of the
UK Companies from Teksys Inc., the sole shareholder of the UK Companies
("Teksys"). The acquisition was consummated pursuant to a Share Purchase
Agreement, dated March 30, 2001, between UBICS and Teksys.

         The purchase price for the shares of the UK Companies was 1,400,000
British Pounds. The purchase price is allocated as follows:

         (a)      An amount of 490,000 British Pounds by wire transfer to the
                  seller on closing
         (b)      Second installment on 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.
         (d)      Fourth and final installment of 303,334 British Pounds payable
                  eighteen months after the closing date

         The purchase price is subject to adjustment based on an audit of the
working capital of the UK Companies as of the closing date. UBICS has agreed to
make additional payments to Teksys equal to ten percent (10%) of the amount by
which the UK Companies' combined net income before taxes exceeds target net
income amounts for the years ending December 31, 2001 through 2005. UBICS funded
the purchase price for the UK Companies with available cash reserves. The excess
of the purchase price over the net assets acquired ($2,059) has been allocated
to goodwill. The final purchase price allocation is expected to be complete in
the second quarter of 2001.






                                       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 contains certain forward looking statements
that involve substantial risks and uncertainties that may cause the financial
condition and results of operations of the Company to be materially different
from any future condition or results of operation suggested or implied by such
forward looking statements. 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 forward looking
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 forward looking 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,
enterprise resource planning ("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 March 31, 2001, 59 IT professionals, or approximately one-fifth
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.
Resource 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 37% of the Company's revenues were derived from IT professionals
deployed from subcontractors for the three months ended March 31, 2001. As of
March 31, 2001, IT professionals deployed from subcontractors comprised 89 of
the Company's 268 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 195 of these clients. The Company's five largest clients accounted for
approximately 21% of revenues for the first 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 acquired Oakwood Technical Services
Limited, European Software Services (UK) Limited, and Reflex I.T. Solutions
Limited, each a United Kingdom Company (collectively, the "UK Companies"). In
the acquisition, UBICS purchased all of the issued and outstanding shares of the
UK Companies from Teksys Inc., the sole shareholder of the UK Companies
("Teksys") for a purchase price of 1,400,000 British Pounds.

         The acquisition was consummated pursuant to a Share Purchase Agreement,
dated March 30, 2001, between UBICS and Teksys. The description of the
acquisition of the UK Companies set forth in the Form 8-K dated March 30, 2001,
is hereby incorporated by reference.

RESULTS OF OPERATIONS

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

                                                        PERCENTAGE OF REVENUES
                                                            THREE MONTHS
                                                          ENDED MARCH 31,
                                                        2000           2001
                                                        ----           ----
Revenues ...................................           100.0%         100.0%
Cost of revenues ...........................            73.9           80.0
                                                       -----          -----
Gross profit ...............................            26.1           20.0
Selling, general and administrative expenses            24.9           31.6
                                                       -----          -----
Income/(Loss) from operations ..............             1.2          (11.6)
Interest income, net .......................             1.7            1.4
                                                       -----          -----
Income/(Loss) before income taxes ..........             2.9          (10.2)
Provision/(Benefit) for income taxes .......             1.1           (3.6)
                                                       -----          -----
Net income/(Loss) ..........................             1.8%          (6.6)%
                                                       =====          =====
-------------

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000.

Revenues

         Revenues for the quarter ended March 31, 2001 were $10.8 million,
compared to $9.3 million for the quarter ended March 31, 2000, an increase of
$1.5 million, or 16%. The increase in revenues was due to higher average billing
rates. The number of deployed IT professionals decreased to 268 at March 31,
2001 from 300 at March 31, 2000, and the Company broadened its client base since
inception to 616 clients through March 31, 2001 from 466 clients through March
31, 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 March 31, 2001 was $2.2 million, compared to $2.4 million
for the quarter ended March 31, 2000, a decrease of $200,000 or 11%. Gross
profit as a percentage of revenues decreased to 20.0% for the quarter ended
March 31, 2001 from 26.1% for the quarter ended March 31, 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 March 31, 2001 was $3.4 million, compared to $2.3 million for the quarter
ended March 31, 2000, an increase of $1.1 million, or 47%. Selling, general and
administrative expenses as a percentage of revenues increased to 31.6% for the
quarter ended March 31, 2001 from 24.9% for the comparable quarter in 2000. The
increase in expenses was primarily due to greater salary expense due to staff
and executive restructurings and greater visa processing costs in the quarter
ended March 31, 2001.

Interest Income, net

         Interest income, net for the quarter ended March 31, 2001 was $146,000
compared to interest income of $158,000 for the quarter ended March 31, 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% for the quarter ended March
31, 2001 compared to 38.5% for the quarter ended March 31, 2000.

Net Income/(Loss)

         Net loss for the quarter ended March 31, 2001 was $715,000, compared to
a net income of $167,000 for the quarter ended March 31, 2000, a decrease of
$882,000 or 528%. The net income / (loss ) as a percentage of revenues decreased
to (6.6)% for the quarter ended March 31, 2000, compared to a net income of 1.8%
for the quarter ended March 31, 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 $25,000 for the quarter ended March 31, 2001 compared to net cash
used by operating activities of $35,000 for the comparable quarter in 2000. Net
cash used by operating activities for the quarter ended March 31, 2001 is
primarily due to net loss of $715,000 offset by a decrease in accounts
receivable of $727,000. Net cash used by operating activities for the quarter
ended March 31, 2000 is primarily due to increase in unbilled receivables of
$914,000 offset by net income, decrease in accounts receivable, accounts
payable, and payroll liabilities aggregating to $732,000.

         Capital expenditures for the quarters ended March 31, 2001 and 2000
were $117,000 and $172,000 respectively. The Company intends to use
approximately $2.0 million of its available cash to expand its existing
operations, including approximately $1.2 million for the eventual expansion of
the Company's recruiting and training center in India. The initial phase of the
center was placed in operation in the fall of 1998 and the expansion is expected
to be operational by the end of 2001 (including additional purchase of hardware
and software with respect thereto). Because the Company currently has a
sufficient supply of IT professionals awaiting deployment, as well as a shift in
the Company's strategic focus in favor of domestic sales growth, 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.



                                       10
<PAGE>   11

         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.

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.




                                       11
<PAGE>   12

         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 -- Not applicable

Item 2.  Changes in Securities and Use of Proceeds -- Not applicable

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      Not applicable.

         (d)      The following information relates to the Company's use of the
         net proceeds of the Company's initial public offering (the "Offering"):

                  On October 27, 1997, the Company's registration statement on
         Form S-1, No. 333-35171, became effective. The Company sold a total of
         1,500,000 shares of common stock, par value $.01 per share at a price
         per share of $10.00 pursuant to the Offering. The Offering, which was
         managed by Parker/Hunter Incorporated, as lead underwriter, and Scott &
         Stringfellow, Inc., as co-manager, closed on November 4, 1997.

                  The following table summarizes the expenses incurred for the
         Company's account in connection with the Offering:

                     Underwriting discounts                       $1,050,000
                     Finder's fees                                        --
                     Expenses paid to or for underwriters                 --
                     Other expenses                                  775,000
                                                                  ----------
                     TOTAL                                        $1,825,000


                  The following table summarizes the amount of net offering
                  proceeds to the Company ($13,175,000) used for the purposes
                  listed below:

                     Construction of plant, building                      $0
                       and facilities
                     Purchase and installation of machinery        3,205,000
                       and equipment
                     Acquisition of other business(es)                     0
                     Repayment of indebtedness                       775,000
                     Working capital                                       0
                     Temporary investments*                        9,195,000
                     Other Purposes                                        0
                                                                 -----------
                     Total                                       $13,175,000


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

 *Approximately $5,500,000 of such amount is currently invested in a Prudential
      money market mutual fund with the balance invested in certificates of
                             deposit with PNC Bank.





                                       13
<PAGE>   14



Item 3.  Defaults Upon Senior Securities -- Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders -- Not applicable

Item 5.  Other Information -- Not applicable

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. - Incorporated by reference to the
         registrant's Current Report on Form 8-K dated March 30, 2001.

         (b)      Reports on Form 8-K:

                  A report was filed on Form 8-K dated March 30, 2001. The
registrant reported on the acquisition of Oakwood Technical Services Limited,
European Software Services (UK) Limited, and Reflex I.T. Solutions Limited, each
a United Kingdom Company (collectively, the "UK Companies"). No financial
statements were filed in connection with such report.


                                   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)


                                                  By: /s/Robert Harbage
                                                      -----------------
                                                         Robert Harbage
                                                         President & CEO
                                                         May 15, 2001

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons have signed this report in the capacities indicated on May
15, 2001.

                                                  /s/Vijay Mallya
                                                  ---------------------------
                                                  Vijay Mallya
                                                  Chairman and Director

                                                  /s/Robert Harbage
                                                  ---------------------------
                                                  Robert Harbage
                                                  President, CEO and Director
                                                  (Principal Executive Officer)





                                       14
<PAGE>   15

                                    /s/Babu Srinivas
                                    ------------------------------------
                                    Babu Srinivas
                                    Vice President - Finance and Accounting
                                    And Acting Chief Financial Officer
                                    (Principal Finance & Accounting Officer)


                                    /s/Scott Heldfond
                                    ------------------------------------
                                    Scott Heldfond
                                    Director

                                    /s/Kent D. Price
                                    ------------------------------------
                                    Kent D. Price
                                    Director

                                    /s/Christopher C. Melton, Sr.
                                    ------------------------------------
                                    Christopher C. Melton, Sr.
                                    Director

                                    /s/Rahul Merchant
                                    ------------------------------------
                                    Rahul Merchant
                                    Director


                                    /s/Manohar B. Hira
                                    ------------------------------------
                                    Manohar B. Hira
                                    Director





                                       15