UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-QSB

                                   (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 33-30743

                            Emergisoft Holding, Inc.
           (Name of small business issuer as specified in its charter)

     Nevada                                           84-1121360
(State or other jurisdiction              (IRS Employer Identification Number)
of incorporation or organization)

2225 Avenue J, Arlington, Texas                        76006
(Address of principal executive offices)            (Zip Code)

Issuer's telephone number, including area code: (817) 633-6665


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 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


Number of shares outstanding as of August 10, 2001:

Class:    Common Stock, par value $.001       Shares outstanding: 48,873,818


Transitional Small Business Disclosure Format
(check one)

Yes           No  X


                                       1
<PAGE>


                    EMERGISOFT HOLDING, INC. AND SUBSIDIARIES
                                      INDEX

Facing Sheet
Index

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets
         December 31, 2000 and June 30, 2001 (unaudited)

         Consolidated Statements of Operations

         Three and six months ended June 30, 2001 and 2000 (unaudited)

         Consolidated  Statements  of Cash Flows Six months  ended June 30, 2001
         and 2000 (unaudited)

         Notes to Consolidated Financial Statements (unaudited)

Item 2.  Management's  Discussion and Analysis of Financial Condition and
         Plan of Operation

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults Upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

Signatures



                                       2
<PAGE>

<TABLE>
<CAPTION>

                                                  PART I. - FINANCIAL INFORMATION

                                             Emergisoft Holding, Inc. and Subsidiaries
                                                    Consolidated Balance Sheets

                                                                                            December 31, 2000       June 30, 2001
                                                                                                                      Unaudited

 Assets
 Current assets:
<S>                                                                                              <C>                 <C>

      Cash and cash equivalents                                                                  $  3,415,040        $    235,811
      Trade accounts receivable, net of allowance for
           doubtful accounts of $11,290                                                               100,839              53,829
       Prepaid expenses                                                                                  --                44,800
                                                                                                 ------------        ------------
 Total current assets                                                                               3,515,879             334,440

 Equipment and fixtures, net                                                                           24,640             101,318
 Other assets                                                                                          32,127              18,500
                                                                                                 ------------        ------------
 Total assets                                                                                    $  3,572,646        $    454,258
                                                                                                 ============        ============

 Liabilities and Stockholders' Equity
 Current liabilities:

      Accounts payable and accrued expenses                                                      $    832,843        $    683,936
      Notes payable                                                                                   367,088              46,948
      Deferred revenue                                                                                111,717              69,587
                                                                                                 ------------        ------------
 Total current liabilities                                                                          1,311,648             800,471

 Notes payable - long-term                                                                             35,560              35,560
                                                                                                 ------------        ------------
 Total liabilities                                                                                  1,347,208             836,031

 Commitments and contingencies

Stockholders' equity:
      Common Stock, $.001 par value,  750,000,000 shares authorized,
           and 48,873,818  issued and  outstanding at
           December 31, 2000 and June 30, 2001, respectively                                           48,025              48,874
      Additional capital                                                                           16,733,970          16,948,493
      Deferred compensation                                                                        (1,106,344)           (651,921)
      Accumulated deficit                                                                         (13,450,213)        (16,727,219)
                                                                                                 ------------        ------------
Total stockholders' equity                                                                          2,225,438            (381,773)
                                                                                                 ------------        ------------
Total liabilities and stockholders' equity                                                       $  3,572,646        $    454,258
                                                                                                 ============        ============
See accompanying notes
</TABLE>

                                                                3
<PAGE>


<TABLE>
<CAPTION>

                                             Emergisoft Holding, Inc. and Subsidiaries
                                               Consolidated Statements of Operations

                                                                Three Months Ended June 30            Six Months Ended June 30
                                                                --------------------------            ------------------------
                                                                  2001               2000              2001                2000
                                                                  ----               ----              ----                ----
                                                              (Unaudited)        (Unaudited)        (Unaudited)        (Unaudited)
                                                              -----------        -----------        -----------        -----------
Revenue                                                     $     79,283       $     67,138       $    188,724       $    346,975
<S>                                                         <C>                <C>                <C>                <C>
Cost of revenue                                                    1,792             40,671              1,792             98,082
General and administrative                                       951,083            968,534          1,924,831          2,083,288
Product development                                              818,766            392,901          1,772,145            440,083
                                                            ------------       ------------       ------------       ------------
Total operating expenses                                       1,771,641          1,402,106          3,698,768          2,621,453

Loss from operations                                          (1,692,358)        (1,334,968)        (3,510,044)        (2,274,478)
Interest expense (income)                                        (20,204)            39,927            (36,906)            81,127
                                                            ------------       ------------       ------------       ------------
Loss before extraordinary gain on
extinguishment of debt                                        (1,672,154)        (1,374,895)        (3,473,138)        (2,355,605)
                                                            ------------       ------------       ------------       ------------
Gain on extinguishment of debt                                  (196,132)              --             (196,132)              --
Net loss                                                    $ (1,476,022)      $ (1,374,895)      $ (3,277,006)      $ (2,355,605)
                                                            ============       ============       ============       ============

Basic and diluted net loss per share                        $       (.03)      $       (.07)      $       (.07)      $       (.14)
                                                            ------------       ------------       ------------       ------------
Weighted average shares used to compute
      basic and diluted net loss per share                    48,847,452         20,200,808         48,771,006         17,032,903
                                                            ============       ============       ============       ============
See accompanying notes
</TABLE>

                                                                4
<PAGE>

<TABLE>
<CAPTION>

                                             Emergisoft Holding, Inc. and Subsidiaries
                                               Consolidated Statements of Cash Flows

                                                                                                     Six Months Ended June 30
                                                                                                     ------------------------
                                                                                                      2001               2000
                                                                                                    Unaudited          Unaudited
                                                                                                    ---------          ---------
Operating Activities
<S>                                                                                               <C>                 <C>
Net loss                                                                                          $(3,277,006)        $(2,355,605)
Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                                                                     50,465             118,853
     Amortization of deferred compensation                                                            456,204             180,330
     Gain on extinguishment of debt                                                                  (196,132)               --
     Stock-based expenses for equity issued to
       vendors for services                                                                           197,781             811,393
     Changes in assets and liabilities:
       Accounts receivable                                                                             47,010             136,859
       Other assets                                                                                   (31,173)                431
       Deferred revenue                                                                               (42,130)           (216,975)
       Accounts payable and accrued expenses                                                         (148,907)             (2,734)
                                                                                                  -----------         -----------
Net cash used in operating activities                                                              (2,943,888)         (1,327,448)

Investing Activity
Purchase of equipment and fixtures                                                                    (97,838)            (39,408)
                                                                                                  -----------         -----------
Cash used in investing activity                                                                       (97,838)            (39,408)

Financing Activities
Proceeds from notes payable                                                                             8,042             100,000
Repayment of notes payable and line of credit                                                        (145,545)           (185,807)
Proceeds from issuance of common stock and exercise
   of options                                                                                            --             1,482,450
                                                                                                  -----------         -----------
Net cash (used in) provided by financing activities                                                  (137,503)          1,396,643
                                                                                                  -----------         -----------
Net increase (decrease) in cash and cash equivalents                                               (3,179,229)             29,787
Cash and cash equivalents, beginning of year                                                        3,415,040               6,871
                                                                                                  -----------         -----------
Ending cash and cash equivalents                                                                  $   235,811         $    36,658
                                                                                                  ===========         ===========

Supplemental cash flow information:
  Cash paid for interest                                                                                --                14,186
  Non-cash activities:
  Exchange of common stock for advances from
     stockholders                                                                                       --                156,920
  Additional capital recorded for fair value of
     warrants issued to convertible noteholders                                                         --                 54,942
  Exchange of common stock for account payable to
     officer                                                                                            --                137,539
  Stock-based expenses for equity issued to vendors
     for services                                                                                     197,781             811,393
  Common stock issued in connection with conversion
     of convertible note                                                                                7,768                --

See accompanying notes

</TABLE>

                                                                5
<PAGE>


Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

         The  accompanying   unaudited   consolidated  financial  statements  of
Emergisoft Holding,  Inc. and Subsidiaries (the Company) for the three month and
six month  periods ended June 30, 2001 and 2000 have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and  with the  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 generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for  the  six-month  period  ended  June  30,  2001  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2001

2. Liquidity and Capital Resources

         We have historically  financed our operations primarily through private
placements  of our common  stock and advances  from  stockholders.  In 2000,  we
issued  20,437,237 shares of common stock in a private placement for proceeds of
approximately  $6,900,000.  In addition,  we issued  1,314,376  shares of common
stock in exchange for  conversion of related  party notes and advances  totaling
$341,862.  In  2000,  we also  issued  6,880,479  shares  of  common  stock to a
stockholder  for  anti-dilution   protection   granted  in  connection  with  an
investment the stockholder  made in 1999. In 1999, we issued 1,975,147 shares of
common stock in a private placement of common stock and approximately  3,250,000
shares  of common  stock to  employees  and  related  parties  for  proceeds  of
approximately  $909,000.  As of June 30, 2001 we had  approximately  $236,000 in
cash and cash equivalents.

         We have also  historically  issued  common  stock and stock  options to
vendors as  consideration  for goods and services  received.  For the six months
ended June 30,  2001,  we have issued  708,704  shares of common  stock and have
recorded charges totaling  $197,781 related to stock for services  transactions.
In 2000 we issued  2,417,692  shares of common  stock  and  options  to  acquire
746,000  shares of common stock to third party vendors.  In addition,  we issued
6,875,000  shares of common  stock to a  shareholder  in return for a consulting
agreement.  We recorded  charges  totaling  approximately  $4.1  million in 2000
related to stock for services transactions.  In 1999, we issued 45,000 shares of
common  stock and options to acquire  171,976  shares of common stock to vendors
and  recorded   charges   totaling   $65,457   related  to  stock  for  services
transactions.

         Other than funding our ongoing operations, including the development of
our  software  products,  our  primary  uses of cash have been to acquire  fixed
assets and repay our  indebtedness.  We acquired  fixed  assets in the amount of
$97,838,  $44,201  and  $36,568  for the six months  ended June 30, 2001 and the
years  ended  December  31,  2000 and 1999  respectively.  We  repaid  $145,545,
$295,848 and $113,499 of our indebtedness for the six months ended June 30, 2001
and the years ended December 31, 2000 and 1999, respectively.

         We have  available  lines of credit  totaling  $1.5  million  that were
provided by two of our stockholders. On August 7, 2001 we requested and received
advances totaling $300,000 against the lines of credit provided by the two major
stockholders.  In connection  with these advances  warrants were issued allowing
the two  stockholders to purchase in total  1,200,000  shares of common stock at
$1.50 per share.  The warrants have a term of 10 years or the warrants expire on
August 3, 2011,  if not  exercised.  The  warrants  contain a cashless  exercise
feature and the warrant holders have registration rights.  Promissory notes were
executed  allowing for advances  against the lines of credit up to $750,000 each
or  $1,500,000 in the  aggregate.  Under the terms of the  promissory  notes all
outstanding  principal  and  interest  is due on  April  30,  2002.  There is no
assurance  that we will not  request  additional  advances  against the lines of
credit in the future, which would cause additional shareholder dilution.


                                       6
<PAGE>

         We utilize significant capital to design, develop and commercialize its
products.  During the  remainder of 2001, we intend to fund the marketing of our
products and related operational activities by utilizing our lines of credit and
cash  contributed  from  operations.  We may need additional  capital to further
develop or enhance our current planned product offerings, introduce new products
and  services,  and to  address  unanticipated  competitive  threats,  technical
problems,  economic conditions or for other requirements.  We anticipate that if
additional  capital is required  such  financing  may  include  the  issuance of
convertible  debt,  convertible  preferred  stock,  common stock or other equity
securities  in exchange for a cash  investment  in us. There can be no assurance
that any such additional  financing will be available to us on acceptable terms,
or at all. Additional equity financing may involve  substantial  dilution to our
then  existing  stockholders.  In the event we are  unable  to raise  additional
capital, we may be required to substantially reduce or curtail our activities.

         At  June  30,  2001,  we  had  no  material   commitments  for  capital
expenditures.

3.       Reverse Merger

         On May 25, 2001, EMS  Acquisition  Corp., a Delaware  corporation and a
wholly  owned  subsidiary  of Pierce  International  Discovery,  Inc.,  a Nevada
corporation now known as Emergisoft Holding, Inc. (Pierce), merged with and into
Emergisoft Holding, Inc., a Delaware corporation  (Emergisoft Delaware).  Pierce
issued  one  share of its  common  stock  in  exchange  for  each  one  share of
Emergisoft   Delaware  common  stock   outstanding   immediately  prior  to  the
transaction.  Pursuant to a Share Cancellation  Agreement by and between Pierce,
Emergisoft  Delaware and the primary  stockholder of Pierce prior to the merger,
23,364,275  of the  stockholder's  shares of Pierce  common stock were  canceled
effective  upon  consummation  of the merger.  Upon the  execution of this Share
Cancellation Agreement, Pierce had 2,638,733 shares of common stock outstanding.
The former  stockholders of Emergisoft  Delaware now own approximately  94.6% of
Pierce's common stock and Emergisoft Delaware, as the survivor of the merger, is
a  wholly  owned  subsidiary  of  Pierce.  Pierce  had  no  assets  and  minimal
liabilities at the time of the merger and had been inactive since July 1997. The
merger has been accounted for as a re-capitalization  of the Emergisoft Delaware
and  Emergisoft  Delaware's  historical  financial  statements  have  become the
financial statements of Pierce. For all periods presented, Emergisoft Delaware's
historical financial statements have been retroactively  restated to reflect the
2,638,733  outstanding  shares  of  common  stock of  Pierce.  See  Management's
Discussion and Analysis.

4.  Gain on Extinguishments of Debt

         In February  1999,  a  settlement  agreement  was  entered  into with a
customer involving a claim for refund of license fees paid to Emergisoft whereby
Emergisoft  agreed to pay the customer a total of $342,000  plus interest of 6%.
At December  31, 2000 the  outstanding  balance of the note payable was $283,312
plus accrued  interest.  On June 12, 2001,  the Company and the former  customer
signed an agreement to mutually release all claims in consideration  for $54,000
to be  paid  by  Emergisoft  to the  former  customer.  As a  result,  a gain on
extinguishment of debt of $196,132 was recorded.

5. Subsequent Events

         On July 23,  2001,  we  signed a  non-binding  letter  of  intent  with
CyberPlus Corporation  contemplating the potential acquisition of the assets and
specified  liabilities of EmSTAT Corporation (EmSTAT), a wholly owned subsidiary
of  CyberPlus  Corporation.  EmSTAT  provides  a hospital  emergency  department
software. EmSTAT has marketed its product for 13 years.

         On August 7, 2001 we requested and received  advances totaling $300,000
against the lines of credit  provided by two major  stockholders.  In connection
with these  advances,  warrants  were issued


                                       7
<PAGE>
allowing the two  stockholders to purchase in total  1,200,000  shares of common
stock at $1.50 per share.  The warrants  have a term of 10 years or the warrants
expire on August 3, 2011,  if not  exercised.  The  warrants  contain a cashless
exercise feature and the warrant holders have  registration  rights.  Promissory
notes were  executed  allowing  for  advances  against the lines of credit up to
$750,000 each or $1,500,000 in the aggregate.  Under the terms of the promissory
notes, all outstanding principal and interest is due on April 30, 2002.

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This  report  contains  forward-looking   statements.   Forward-looking
statements include statements concerning plans,  objectives,  goals, strategies,
future events or performance  and underlying  assumptions  and other  statements
that are other than statements of historical facts.

         Words such as, "expects,"  "anticipates,"  "estimates,"  "believes" and
similar expressions are intended to identify  forward-looking  statements.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ materially from those projected.  Such risks and uncertainties
are set forth below.

         Our  expectations,  beliefs and projections are expressed in good faith
and are believed to have a reasonable basis, including,  without limitation, our
examination of historical  operating  trends,  data contained in our records and
other data available from third parties,  but there can be no assurance that our
expectations,   beliefs  or   projections   will  result,   be  achieved  or  be
accomplished.

         In addition to other  factors and matters  discussed  elsewhere in this
document,  the  following are  important  factors that, in our view,  could have
material  adverse effects on our financial  condition and results of operations:
the risk  factors  discussed  in this  document;  general  economic,  market  or
business conditions; changes in laws or regulations; acceptance of our principal
software  product,   CareLyncED(TM),   by  the  marketplace;   competition  from
developers of software products which perform functions similar to the functions
performed by CareLyncED(TM);  the successful implementation of CareLyncED(TM) in
hospital  emergency  rooms who  choose to utilize  it; and our  ability to raise
capital in sufficient amounts and on acceptable terms.

                      Management's Discussion and Analysis

Overview

         We were  incorporated  under the laws of the State of  Colorado in 1989
but became  inactive in July 1997.  In 2001,  we created and later merged with a
Nevada subsidiary and became a Nevada corporation.

         In May 2001, we changed our name from Pierce  International  Discovery,
Inc. to Emergisoft Holding,  Inc. In addition,  on May 25, 2001, EMS Acquisition
Corp., a Delaware corporation and our wholly-owned  subsidiary,  merged with and
into Emergisoft Holding, Inc., a Delaware corporation  (Emergisoft Delaware). In
accordance  with an  Agreement  and Plan of  Merger,  we issued one share of our
common stock in exchange for each one share of Emergisoft  Delaware common stock
outstanding  immediately prior to the closing of the transaction.  Pursuant to a
Share Cancellation  Agreement by and between us, Emergisoft  Delaware and Robert
Kropf, our primary stockholder prior to the merger, 23,364,725 of Robert Kropf's
shares were canceled  effective upon the consummation of the merger.  The former
stockholders of Emergisoft  Delaware now own  approximately  94.6% of our common
stock.

         As a result of the Merger, we are now a holding company with Emergisoft
Delaware  as  a  wholly-owned   subsidiary.   Emergisoft  Delaware  also  has  a
wholly-owned subsidiary,  Emergisoft Corporation, a Delaware corporation. We and
our direct and  indirect  subsidiaries  operate  from our  principal  offices in
Arlington,  Texas.  In the remainder of this document the terms "we," "our," and
"us"  refer to  Emergisoft

                                       8
<PAGE>

Holding, Inc., a Nevada corporation,  and, where appropriate,  to our direct and
indirect subsidiaries. The term "Emergisoft" refers to Emergisoft Holding, Inc.,
a Delaware corporation and its direct subsidiary.

Business of Emergisoft

         Emergisoft  develops  and  markets  software  products  directly to the
emergency  departments of hospitals in the United States.  The products automate
the pen and  paper-based  process  of  moving  patients  through  the  emergency
department  (ED).  The software is intuitive and is designed by  physicians  and
clinicians to emulate the systems currently in use. Additionally, it is designed
to be faster, reduce medical errors,  increase hospital revenue through improved
reimbursement and improve patient care due to more accurate charting.

Results of  Operations  for the Three Months Ended June 30, 2001 Compared to the
Three Months Ended June 30, 2000

         Revenues

         We  recognize  software  license  revenues  consistent  with  Financial
Accounting  Standards Board (FASB) Statement of Position 97-2,  SOFTWARE REVENUE
RECOGNITION and Staff Accounting  Bulletin 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS.  These statements  provide guidance on applying  generally  accepted
accounting principles in recognizing revenue.

         During  the  three  and six  months  ended  June 30,  2001 and 2000 our
revenues were  generated by deferred  license fee revenue and  maintenance  fees
pertaining  to our ICUS based  product.  We will replace the ICUS based  product
called  Emergisoft with a newly developed product called  CareLyncED(TM)  and no
longer sell the ICUS based product.  (See "Legal  Proceedings").  We continue to
provide  software  support to our  existing  customer  base using the ICUS based
product.  In the future,  we expect to generate  revenue through the sale of the
newly developed product called  CareLyncED(TM) and license and professional fees
pertaining to  GroupLyncEM(TM).  We expect that the majority of future  revenues
will  be  generated   from  license  and   professional   fees   pertaining   to
CareLyncED(TM).

         We plan to aggressively  market the CareLyncED(TM) and  GroupLyncEM(TM)
products through the addition of a national sales staff,  advertising  campaigns
and attendance at tradeshows  for emergency  department  physicians,  nurses and
hospital information technology  professionals.  No assurances can be given that
any of the marketing efforts will result in revenue.

         Revenues for the three months ended June 30, 2001 were $79,283 compared
to $67,138 in the same period last year.  The  increase in revenues is primarily
due to the addition of one customer maintenance  contract.  We currently support
seven clients.

         Cost of Revenues

         Cost of  revenues  include  salaries,  commissions,  cost of  hardware,
licensing fees paid to third party  vendors,  product  duplication,  manuals and
miscellaneous  costs related to the actual installation of a product at a client
site.

         Cost of  revenue  totaled  $1,792 in the second  quarter  of  2001which
related to fees for services  compared to $40,671  recognized in the same period
of  2000.  The  cost  of  revenue  in the  second  quarter  of 2000  related  to
depreciation and cost of equipment,  which was due under contract to an existing
customer.

         We expect  cost of  revenues  to increase in the future as we develop a
comprehensive  customer service department,  which will manage  installations of
CareLyncED(TM) and  GroupLyncEM(TM),  and support existing


                                       9
<PAGE>


and new clients  under  support and  maintenance  agreements.  We will provide a
twenty-four hour, seven day a week support for clients. These expenses primarily
will consist of the costs related to additional personnel.

         General and Administrative Expenses

         General and  administrative  expenses  include  salaries and  benefits,
professional  services fees, facilities costs,  advertising,  and other expenses
related to operations of our executive, sales and financial functions.

         General and  administrative  expenses  for the first  quarter 2001 were
$951,083  compared to $968,534 in 2000.  Although  expenses were relatively flat
there were several  changes in the mix of the expenses.  During the three months
ended June 30, 2001 legal and professional  fees were lower by $166,261 compared
to the same period of 2000, but were offset by higher salaries of $52,109 due to
the addition of personnel,  higher advertising costs due to increased  marketing
efforts of $21,170,  increased corporate insurance expense of 15,335,  increased
stock  based  compensation  expense of 22,581 and  increases  in other  expenses
related to the  increase in  operations  during the three  months ended June 30,
2001.

         Product Development Expenses

         Development  expenses  consist of costs related to the  development  of
CareLyncED(TM) and  GroupLyncEM(TM).  Product development  expenses increased in
the three  months  ended June 30,  2001 to  $818,766  from  $392,901 in the same
period of 2000,  an increase of $425,865.  The  increase was due to  accelerated
efforts to complete the CareLyncED(TM)  product and the increased use of outside
contractors  in 2001  compared to the same period in 2000.  In the three  months
ended  June 30,  2001,  outside  contract  development  expenses  were  $626,028
compared  to  $392,901  for the  same  period  in 2000  resulting  from  outside
contractors and consultants.

         We believe that continued investment in the development of our products
is critical to attaining our strategic  objectives  and as a result we expect to
continue to incur  development  costs related to enhancements and testing of our
current products.  To date, all software development costs have been expensed as
incurred.

         Legal Proceedings

         In December 1999, a stockholder and former officer of Emergisoft  filed
suit in federal court  alleging  that we were  infringing on a copyright for the
ICUS database and tool set that he claims to own personally. Our current service
offering uses ICUS at all current customer sites. We believe we have an existing
license to use and sublicense ICUS.

         In January 2000, the court issued a preliminary  injunction allowing us
to keep one copy of the ICUS source code for  purposes of  providing  support to
our current  customers,  but  prohibiting us from selling  and/or  marketing the
current ICUS-based product.

         On January 8, 2001,  the federal  court  granted our motion for summary
judgment,  dismissing  all of the former  officer's  claims and  dissolving  the
preliminary injunction. The court is now reviewing the plaintiff's motion to set
aside that summary judgment and our motion for attorney's fees.

         The  former  officer  also has made us a party in his  divorce  action,
which is pending in a Tarrant County,  Texas district court.  Many of the claims
asserted in this action are the same or essentially the same as the claims which
were dismissed by the federal  court.  We will seek dismissal of those claims at
the  appropriate  time and  contest  the  remainder  of the  plaintiff's  claims
vigorously.


                                       10
<PAGE>

Results of Operations for the six months ended June 30, 2001 compared to the six
months ended June 30, 2000

         Revenues

         Revenue for the six months ended June 30, 2001 was $188,724 compared to
$346,975 for the six months ended June 30, 2000, a decrease of 46%. The decrease
was due  primarily  to lower  license  revenues  in 2001 of $26,000  compared to
license revenues in 2000 of $212,000,  which resulted from revenues  deferred at
December 31, 1999.

         Cost of Revenues

         Cost of  revenues  for the six months  ended  June 30,  2001 was $1,792
compared to $98,082 for the six months ended June 30, 2000,  reflecting  reduced
license revenues from our ICUS based product.

         In the future,  we expect additional cost of revenues related to client
support  and  maintenance  agreements  as we build a customer  base that will be
using our new products  CareLyncED(TM) and GroupLyncEM(TM).  Most of these costs
will be related to increased  headcount to staff customer support  positions and
depreciation  related to purchases of assets such as customer  tracking software
and computers for use by customer support personnel.

         General and Administrative Expenses

         Our  general  and  administrative  expenses  decreased  by  $158,457 to
$1,924,831 for the six months ended June 30, 2001 compared to $2,083,288 for the
same  period  in 2000.  This  decrease  is  primarily  related  to a  change  in
allocation  of salaries of personnel in the  information  technology  areas from
work related to ongoing operations in 2000 to our product development efforts on
the  CareLyncED  product.  For the six months  ended June 30,  2001  $167,000 in
salaries and related  payroll  taxes were  allocated to  development  which were
included in general and  administrative  expense in 2000.  These  personnel were
assigned to work on the legacy  product and internal  operations in 2000 and are
now assigned to product development of CareLyncED(TM).

          Product Development Expenses

         Development  expenses  consist of costs related to the  development  of
CareLyncED(TM) and  GroupLyncEM(TM).  Product development expenses increased for
the six month period ended June 30, 2001 to $1,772,145 compared $440,083 for the
six month period ended June 30, 2000.  The increase is due to the  increased use
of  outside   contractors  and  our  effort  to  accelerate  the  completion  of
CareLyncED(TM) and GroupLyncEM(TM). For the six month period ended June 30, 2001
outside contractor expenses were $1,437,726.  Of this amount,  $197,781 was paid
through  the  issuance  of common  stock.  We use our own  personnel  as well as
outside   contractors   in  the   development   efforts  of  our  new   products
CareLyncED(TM)  and  GroupLyncEM(TM).  For the six months  ended  June 30,  2001
$167,000 in salaries and related  payroll  taxes were  allocated to  development
which  were  included  in general  and  administrative  expense  in 2000.  These
personnel were assigned to work on the legacy product and internal operations in
2000 and are now assigned to product  development of  CareLyncED(TM).  We expect
the general release of  CareLyncED(TM)  and  GroupLyncEM(TM)  early in the third
quarter  of  2001.  We will  continue  to incur  development  costs  related  to
enhancements  to our current  products.  There is no assurance  that the general
release of CareLyncED(TM) and GroupLyncEM(TM)  will be successful.  A successful
general  release  will  be  dependent  on  satisfactory  completion  of  ongoing
functionality  and  performance  testing of the products  and actual  results of
installations in hospital facilities.


                                       11
<PAGE>

Liquidity and Capital Resources

         We have historically  financed our operations primarily through private
placements  of our common  stock and advances  from  stockholders.  In 2000,  we
issued  20,437,237 shares of common stock in a private placement for proceeds of
approximately  $6,900,000.  In addition,  we issued  1,314,376  shares of common
stock in exchange for  conversion of related  party notes and advances  totaling
$341,862.  In  2000,  we also  issued  6,880,479  shares  of  common  stock to a
stockholder  for  anti-dilution   protection   granted  in  connection  with  an
investment the stockholder  made in 1999. In 1999, we issued 1,975,147 shares of
common stock in a private placement of common stock and approximately  3,250,000
shares  of common  stock to  employees  and  related  parties  for  proceeds  of
approximately  $909,000.  As of June 30, 2001 we had  approximately  $236,000 in
cash and cash equivalents.

         We have also  historically  issued  common  stock and stock  options to
vendors as  consideration  for goods and services  received.  For the six months
ended June 30,  2001,  we have issued  708,704  shares of common  stock and have
recorded charges totaling  $197,781 related to stock for services  transactions.
In 2000 we issued  2,417,692  shares of common  stock  and  options  to  acquire
746,000  shares of common stock to third party vendors.  In addition,  we issued
6,875,000  shares of common  stock to a  shareholder  in return for a consulting
agreement.  We recorded  charges  totaling  approximately  $4.1  million in 2000
related to stock for services transactions.  In 1999, we issued 45,000 shares of
common  stock and options to acquire  171,976  shares of common stock to vendors
and  recorded   charges   totaling   $65,457   related  to  stock  for  services
transactions.

         Other than funding our ongoing operations, including the development of
our  software  products,  our  primary  uses of cash have been to acquire  fixed
assets and repay our  indebtedness.  We acquired  fixed  assets in the amount of
$97,838,  $44,201  and  $36,568  for the six months  ended June 30, 2001 and the
years  ended  December  31,  2000 and 1999  respectively.  We  repaid  $145,545,
$295,848 and $113,499 of our indebtedness for the six months ended June 30, 2001
and the years ended December 31, 2000 and 1999, respectively.

         We have  available  lines of credit  totaling  $1.5  million  that were
provided by two of our  stockholders.  Under the terms of the promissory  notes,
all  outstanding  principal  and interest is due on April 3, 2002.  On August 7,
2001 we requested and received  advances  totaling $300,000 against the lines of
credit provided by the two major stockholders. In connection with these advances
warrants  were  issued  allowing  the two  stockholders  to  purchase  in  total
1,200,000 shares of common stock at $1.50 per share. The warrants have a term of
10 years or the  warrants  expire on  August  3,  2011,  if not  exercised.  The
warrants  contain a cashless  exercise  feature  and the  warrant  holders  have
registration  rights.  Promissory  notes were  executed  allowing  for  advances
against the lines of credit up to $750,000 each or $1,500,000 in the  aggregate.
Under the terms of the promissory note all outstanding principal and interest is
due on April 30, 2002. There is no assurance that we will not request additional
advances against the lines of credit in the future, which would cause additional
shareholder dilution.

         We utilize significant capital to design, develop and commercialize its
products.  During the  remainder of 2001, we intend to fund the marketing of our
products and related operational activities by utilizing our lines of credit and
cash  contributed  from  operations.  We may need additional  capital to further
develop or enhance our current planned product offerings, introduce new products
and  services,  and to  address  unanticipated  competitive  threats,  technical
problems,  economic conditions or for other requirements.  We anticipate that if
additional  capital is required  such  financing  may  include  the  issuance of
convertible  debt,  convertible  preferred  stock,  common stock or other equity
securities  in exchange for a cash  investment  in us. There can be no assurance
that any such additional  financing will be available to us on acceptable terms,
or at all. Additional equity financing may involve  substantial  dilution to our
then  existing  stockholders.  In the event we are  unable  to raise  additional
capital, we may be required to substantially reduce or curtail our activities.

         At  June  30,  2001,  we  had  no  material   commitments  for  capital
expenditures.



                                       12
<PAGE>

Risk Factors

         History of Losses

         For our fiscal year ended  December 31, 2000, we incurred net losses of
$8,405,545. We had net losses of $3,298,359 in 1999. We have incurred net losses
of $3,277,006 for the six months ended June 30, 2001 and, as of June 30, 2001 we
have an accumulated deficit of $16,727,219. These continuing losses may increase
from current levels. If our revenues do not increase substantially, we may never
become  profitable.  Even if we do  achieve  profitability,  we may not  sustain
profitability on a quarterly or annual basis in the future.

         Dependence on Principal Product

         We will derive a  significant  percentage  of our revenue from sales of
our core system, CareLyncEDTM.  As a result, any event adversely affecting sales
of  the  product  could  have a  material  adverse  effect  on  our  results  of
operations,   financial   condition  or  business.   Revenue   associated   with
CareLyncEDTM could fail to materialize as a result of several factors, including
price competition and sales practices. There can be no assurance that we will be
successful in marketing our current products or any new or enhanced products.

         Dependence on Proprietary Software

         Our  success is  dependent  to a  significant  extent on our ability to
protect the proprietary and confidential aspects of our software technology. Our
software  technology  is not  patented and  existing  copyright  laws offer only
limited  practical  protection.  We  rely  on a  combination  of  trade  secret,
copyright  and  trademark  laws,  license  agreements,  nondisclosure  and other
contractual  provisions  and  technical  measures to  establish  and protect our
proprietary  rights in our  products.  There can be no assurance  that the legal
protections  afforded to us or the steps taken by us will be adequate to prevent
misappropriation  of our  technology.  In  addition,  these  protections  do not
prevent independent third-party development of competitive products or services.
We believe that our products,  trademarks  and other  proprietary  rights do not
infringe  upon  the  proprietary  rights  of  third  parties.  There  can  be no
assurance,  however,  that third  parties  will not assert  infringement  claims
against us in the future or that any such assertion will not require us to enter
into a license  agreement or royalty  arrangement  with the party  asserting the
claim. As competing  healthcare  information  systems increase in complexity and
overall  capabilities  and the  functionality  of these systems further overlap,
providers  of such  systems  may become  increasingly  subject  to  infringement
claims.  Responding  to and defending any such claims may distract the attention
of our management and otherwise have a material adverse effect on our results of
operations, financial condition or business.

         Risks Related to Technological Change and New Product Development

         The  market  for our  products  is  characterized  by rapid  change and
technological   advances   requiring  ongoing   expenditures  for  research  and
development  and the timely  introduction  of new products and  enhancements  of
existing  products.  Our future  success will depend in part upon the ability to
enhance our current products,  to respond effectively to technological  changes,
to sell  additional  products to our existing  client base and to introduce  new
products and technologies that address the increasingly  sophisticated  needs of
our  clients.  We  will  devote  significant  resources  to the  development  of
enhancements to our existing  products and the migration of existing products to
new  software  platforms.  There can be no assurance  that we will  successfully
complete the  development  of new  products or the  migration of products to new
platforms or that our current or future  products  will satisfy the needs of the
market for ED software systems. Further, there can be no assurance that products
or  technologies  developed by others will not adversely  affect our competitive
position or render our products or technologies noncompetitive or obsolete.


                                       13
<PAGE>

         Quality Assurance and Product Acceptance Concerns

         Healthcare  providers  demand  the  highest  level of  reliability  and
quality from their information systems. Although we devote substantial resources
to meeting these demands,  our products may, from time to time,  contain errors.
Such  errors  may  result  in loss of,  or delay in,  market  acceptance  of our
products.  Delays or difficulties  associated with new product  introductions or
product  enhancements  could have a material  adverse  effect on our  results of
operations, financial condition or business.

         Many  healthcare  providers  are  consolidating  to  create  integrated
healthcare  delivery systems with greater market power.  These providers may try
to use their  market power to negotiate  price  reductions  for our products and
services.  As the  healthcare  industry  consolidates,  our client base could be
eroded,  competition for clients could become more intense and the importance of
acquiring each client is likely to become greater.

         Risk of Product-Related Claims

          Certain of our products  provide  applications  that relate to patient
medical  records and  treatment  plans.  Any failure of the  products to provide
accurate,  confidential and timely information could result in product liability
or breach of  contract  claims  against us by our  clients,  their  patients  or
others.  We intend to maintain  insurance to protect  against claims  associated
with the use of our products,  but there can be no assurance that such insurance
coverage  will  be  available  at a  reasonable  cost  or,  if  available,  will
adequately  cover any claim  asserted  against us. A  successful  claim  brought
against us in excess of our  insurance  coverage  could have a material  adverse
effect on our results of  operations,  financial  condition  or  business.  Even
unsuccessful  claims could result in the expenditure of funds in litigation,  as
well as diversion of management  time and  resources.  There can be no assurance
that we will not be subject to product  liability or breach of contract  claims,
that such  claims  will not  result  in  liability  in  excess of our  insurance
coverage,  that  our  insurance  will  cover  such  claims  or that  appropriate
insurance  will  continue to be  available  to us in the future at  commercially
reasonable  rates.  Emergisoft  has had actual  claims  related to the premature
release of its Windows based product in 1997.  These claims have  currently been
settled;  however,  we can give no  assurance  that we will not have  similar or
other product  related  claims,  or that we could settle other  similar  product
related claims.

         Risks Associated with Government Regulation

         The  healthcare  industry  in the United  States is subject to changing
political,  economic and regulatory  influences  that may affect the procurement
practices and  operations of healthcare  organizations.  During the past several
years,  the  healthcare  industry  has been  subject  to  increasing  levels  of
government  regulation of, among other things,  reimbursement  rates and certain
capital  expenditures.  From  time to time,  certain  proposals  to  reform  the
healthcare system have been considered by Congress. These proposals, if enacted,
may increase government involvement in healthcare, lower reimbursement rates and
otherwise  change  the  operating   environment  for  our  clients.   Healthcare
organizations may react to these proposals and the uncertainty  surrounding such
proposals  by  curtailing  or  deferring  investments,  including  those for our
products and services. We cannot predict with any certainty what impact, if any,
such  proposals or healthcare  reforms might have on our results of  operations,
financial condition or business.

         Control by Existing Management and Stockholders

         Our  directors,  executive  officers and holders of more than 5% of our
shares  beneficially own approximately  64.56% of the outstanding  shares of our
common stock. An agreement or  understanding  to act in concert would allow them
to continue to exercise  control over our affairs,  to elect the entire Board of
Directors and to control the  disposition  of any matter  submitted to a vote of
stockholders.


                                       14
<PAGE>

         Reliance on Management and Key Personnel

         Management  decisions of our business will be made  exclusively  by our
directors and  officers.  Our  stockholders  will have no right or power to take
part in  management  other  than  their  right to vote for the  election  of our
directors.  Our  operations  are  dependent  on  the  continued  efforts  of our
executive  officers  and  senior  management.  Furthermore,  we will  likely  be
dependent on the senior management of any businesses  acquired in the future. If
any of these persons  becomes unable or unwilling to continue in his or her role
with us, or if we are unable to attract and retain  other  qualified  employees,
our business or prospects could be adversely affected.  Although we have entered
into an employment  agreement,  which includes  confidentiality  and non-compete
provisions,  with each of our key executive officers,  there can be no assurance
that any  individual  will  continue  in his  present  capacity  with us for any
particular period of time. Our success is also dependent to a significant degree
on our ability to attract,  motivate and retain highly skilled sales,  marketing
and technical  personnel,  including software programmers and systems architects
skilled in the computer  language with which our products  operate.  The loss of
key personnel or the inability to hire or retain qualified  personnel could have
a material adverse effect on our results of operations,  financial  condition or
business.  Although we have been  successful to date in attracting and retaining
skilled  personnel,  there  can be no  assurance  that  we will  continue  to be
successful in attracting and retaining the personnel we require to  successfully
develop  new  and  enhanced  products  and  to  continue  to  grow  and  operate
profitably.

         Possible Volatility of Stock Price

         The  market  price of our common  stock may be  subject to  significant
fluctuations in response to numerous factors, including variations in our annual
or quarterly financial results or our competitors, changes by financial research
analysts  in their  estimates  of our  earnings,  conditions  in the  economy in
general or in the healthcare or technology sectors in particular,  announcements
of  technological  innovations  or  new  products  or  services  by  us  or  our
competitors, proprietary rights development, unfavorable publicity or changes in
applicable laws and regulations (or judicial or  administrative  interpretations
thereof) affecting us or the healthcare or technology  sectors.  Moreover,  from
time to  time,  the  stock  market  experiences  significant  price  and  volume
volatility  that may  affect the market  price of the common  stock for  reasons
unrelated to our performance.

         Reliance on Third Party Vendors

         We depend on  third-party  vendors to provide  software  consulting and
development   services.   We  currently  obtain  most  software  consulting  and
development  services from  InfoSphere  Incorporated.  We cannot be certain that
InfoSphere  Incorporated  will  continue  to  provide  its  services  to  us  at
commercially  reasonable prices or at all. Difficulties in obtaining alternative
sources of services,  if required,  could adversely affect our business,  future
financial  condition  or  operating  results.  Moreover,  failure of  InfoSphere
Incorporated to provide to us the requested software  consulting and development
services  for any reason  would  cause  interruption  in our  ability to update,
support and maintain our products, which may materially and adversely affect our
business, financial condition and operating results.

         Competition

         We experience  significant  competition in conducting our business, and
we expect such competition to continue to increase.  A number of our competitors
offer a broader variety of services and products and may have done so for longer
periods  of  time.  Our  current  and  prospective   competitors  include  large
companies,  some of which  may be  better  known  than us and may  have  greater
financial, technical and marketing resources than we do.

As a result of increased  competition  in our  industry,  we expect to encounter
significant  pricing  pressure.  We  cannot be  certain  that we will be able to
offset the effects of any required price  reductions  through an increase in the
volume  of our  sales,  higher  revenues  from  other  business  services,  cost
reduction  or  otherwise,  or that we will have the  resources  to  continue  to
compete successfully.


                                       15
<PAGE>

                          PART II. - OTHER INFORMATION

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         On May 25,  2001,  we acquired  Emergisoft  Holding,  Inc.,  a Delaware
corporation  ("Emergisoft  Delaware"), a leader in the design and implementation
of  clinical  patient  management  systems  for  hospital  emergency  department
automation across the United States. The acquisition was effectuated pursuant to
an Agreement and Plan of Merger,  dated March 28, 2001 (the "Merger Agreement"),
by and  among  EMS  Acquisition  Corp.  ("EMS"),  our  wholly-owned  subsidiary,
Emergisoft  Delaware  and us.  In the  merger,  EMS was  merged  with  and  into
Emergisoft  Delaware  with  Emergisoft  Delaware  surviving  the  merger  as our
wholly-owned subsidiary.

         Pursuant  to the  Merger  Agreement,  we issued one share of our common
stock  for each one  share  of  Emergisoft  Delaware  common  stock  outstanding
immediately  prior to the  close of the  transaction,  or a total of  46,235,085
shares. In addition, we assumed all Emergisoft Delaware stock options, notes and
warrants  outstanding at the effective time of the merger.  The  transaction was
intended  to be  treated  as a tax-free  reorganization  within  the  meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended. The transaction
was  accounted  for  as  a  recapitalization  of  Emergisoft  Delaware  and  the
historical  financial  statements  of Emergisoft  Delaware  became our financial
statements.

         We changed our name to Emergisoft Holding,  Inc. in connection with the
merger and 23,364,275 shares of our common stock,  held by a single  individual,
were canceled, leaving a total of 48,873,818 shares issued and outstanding.  The
former stockholders of Emergisoft Delaware currently own approximately 94.60% of
our outstanding equity interests and voting rights.

         The  terms of the  Merger  Agreement  were  determined  on the basis of
arms-length  negotiations.  Prior  to the  execution  of the  Merger  Agreement,
neither  we  nor  any of our  affiliates  had  any  material  relationship  with
Emergisoft Delaware or its stockholders.

         In May 2001, each of Berlwood Five, Ltd. and Woodcrest Capital, L.L.C.,
two of our stockholders,  signed letters of commitment, approving commitments of
$750,000  in  financing  for  our  benefit  and  allowing  us to  draw  on  such
commitments  in whole or in part,  from time to time,  and at any time  prior to
April 30, 2002. The letters of commitment allowed each of Woodcrest and Berlwood
to elect to fund  draws on the  basis  of a  promissory  note or a common  stock
investment  or a  combination  of the two.  If a common  stock  investment  were
selected by either  Berlwood or Woodcrest,  the common stock was to be issued at
$.2536855 per share.

         On August 7, 2001 we  delivered to each of Woodcrest  and  Berlwood,  a
promissory  note in the stated  principal  amount of $750,000.  These notes will
permit  us to  draw,  from  time to time,  amounts  up to but not  exceeding  an
aggregate of $1,500,000. On that date we also requested advances under the notes
totaling $300,000.  We are obligated to repay the principal amount of the notes,
or such lesser amounts as may be advanced thereunder,  and all accrued interest,
on or before  April 30,  2002.  Interest  will accrue at the rate of ten percent
(10%) per annum.

         Each of the  stockholders  also received a warrant to purchase  600,000
shares of our common  stock at $1.50 per share.  In  connection  with any future
advances under the promissory  notes, we will issue similar



                                       16
<PAGE>

warrants to purchase  four shares of our common  stock for each $1.00  advanced.
The  warrants  are  exercisable  at any  time  prior to  August  3,  2011.  Both
"piggyback"  and  "demand"  registration  rights  related  to the  shares  to be
acquired upon exercise of the warrants are provided for in the warrants.

Item 3.  Defaults Upon Senior Securities

         NONE

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

         NONE

Item 5.  Other Information

         NONE

Item 6.  Exhibits and Reports on Form 8-K

(a) The exhibits listed on the  accompanying  Exhibit Index are filed as part of
this quarterly report.

(b) We filed the following  reports on form 8-K during the fiscal  quarter ended
June 30, 2001

         On June 4, 2001 we reported  that  Emergisoft  Holding,  Inc., a Nevada
         corporation acquired Emergisoft Corporation,  a Delaware corporation on
         May 25, 2001. The acquisition was effectuated  pursuant to an Agreement
         and Plan of Merger, dated March 28, 2001 (the "Merger  Agreement"),  by
         and among Emergisoft Nevada,  Emergisoft Delaware,  and EMS Acquisition
         Corp.

         On August 2, 2001 we reported interim  financial  results for the three
         months ended March 31, 2001 on form 8-K/A and Form 10-SB Information.


                                       17
<PAGE>

                                   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.

                                          Emergisoft Holding, Inc.




Date: August 14, 2001                  By:  /s/ Dan Witte
                                            ----------------------------
                                            Dan Witte
                                            Chief Operating Officer and
                                            Chief Financial Officer

                                            (Principal Financial and Accounting
                                            Officer and Duly Authorized Officer)

                                       18
<PAGE>

                                  Exhibit Index

4.1      Berlwood Five, Ltd. Original Commitment Letter
4.2      Berlwood Five, Ltd. Commitment Letter
4.3      Berlwood Five, Ltd. Promissory Note
4.4      Berlwood Five, Ltd. Warrant
4.5      Woodcrest Capital, L.L.C. Original Commitment Letter
4.6      Woodcrest Capital, L.L.C. Commitment Letter
4.7      Woodcrest Capital, L.L.C. Promissory Note
4.8      Woodcrest Capital, L.L.C. Warrant