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 SEPTEMBER 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
 of incorporation or organization)                           Number)


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 November 14, 2001:

Class:    Common Stock, par value $.001       Shares outstanding: 123,873,818


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 September 30, 2001 (unaudited)

         Consolidated Statements of Operations
         Three and nine months ended September 30, 2001 and 2000 (unaudited)

         Consolidated  Statements of Cash Flows
         Nine months ended September 30, 2001 and 2000 (unaudited)

         Notes to Consolidated Financial Statements (unaudited)

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

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>

                         PART I. - FINANCIAL INFORMATION

                    Emergisoft Holding, Inc. and Subsidiaries
                          Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                      December 31, 2000      September 30, 2001
                                                                                                  Unaudited
<S>                                                                      <C>                      <C>
 Assets
 Current assets:

      Cash and cash equivalents                                          $ 3,415,040              $  11,893
      Trade accounts receivable, net of allowance for
           doubtful accounts of $11,290                                      100,839                 78,104
       Prepaid expenses                                                            -                 32,387
                                                                         -----------              ---------
 Total current assets                                                      3,515,879                122,384

 Equipment and fixtures, net                                                  24,640                149,737
 Other assets                                                                 32,127                 18,500
                                                                         -----------              ---------
 Total assets                                                            $ 3,572,646              $ 290,621
                                                                         ===========              =========



 Liabilities and Stockholders' Equity
 Current liabilities:

      Accounts payable and accrued expenses                               $  832,843               $626,607
      Notes payable (net of discounts)                                       367,088                 46,621
      Deferred revenue                                                       111,717                 28,553
                                                                         -----------              ---------
 Total current liabilities                                                 1,311,648                701,781

 Notes payable - long-term (net of discounts)                                 35,560                203,874
                                                                         -----------              ---------
 Total liabilities                                                         1,347,208                905,655

 Commitments and contingencies

Stockholders' equity (deficit):
      Common Stock, $.001 par value,  750,000,000 shares
           authorized,  48,025,138 and  48,873,818  issued
           and  outstanding  at  December  31,  2000 and
           September 30, 2001, respectively                                   48,025                 48,874
      Additional capital                                                  16,733,970             18,304,930
      Deferred compensation                                              (1,106,344)              (545,844)
      Accumulated deficit                                               (13,450,213)           (18,422,994)
                                                                         -----------            -----------
Total stockholders' equity (deficit)                                       2,225,438              (615,034)
                                                                         -----------            -----------
Total liabilities and stockholders' equity                               $ 3,572,646           $    290,621
                                                                         ===========           ============

</TABLE>


See accompanying notes


                                       3
<PAGE>


                   Emergisoft Holding, Inc. and Subsidiaries
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                   Three Months Ended September 30      Nine Months Ended September 30
                                                       2001                2000            2001               2000
                                                       ----                ----            ----               ----
                                                    (Unaudited)          (Unaudited)    (Unaudited)        (Unaudited)

<S>                                                 <C>                <C>              <C>                <C>
Revenue                                             $   89,706         $   491,812      $  278,430         $  838,787

Cost of revenue                                          7,022              27,125           8,814            125,207
General and administrative                             975,459           1,412,008       2,900,290          3,495,296
Product development                                    587,167             579,269       2,359,312          1,019,352
                                                    ----------         -----------      ----------         ----------
Total operating expenses                             1,569,648           2,018,402       5,268,416          4,639,855

Loss from operations                                (1,479,942)         (1,526,590)     (4,989,986)        (3,801,068)
Interest expense                                        215,833             43,669         178,927            124,793
                                                    ----------         -----------      ----------         ----------
Loss before extraordinary gain on
  extinguishment of debt                             (1,695,775)        (1,570,259)     (5,168,913)      $ (3,925,861)

Gain on extinguishment of debt                                -                  -        (196,132)                 -

Net loss                                          $ (1,695,775)       $ (1,570,259)  $ ( 4,972,781)      $ (3,925,861)
                                                  =============       =============  ==============      =============

Basic and diluted net loss per share              $    (.03)          $   (.07)      $    (.10)          $    (.20)
                                                  ------------        ------------   -------------       -------------
Weighted average shares used to
    compute basic and diluted net loss              48,873,818           23,816,194     48,805,277          19,294,000
    per share                                     ============        =============  =============       =============

</TABLE>

See accompanying notes



                                       4
<PAGE>



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

<TABLE>
<CAPTION>
                                                           Nine Months Ended September 30
                                                        ----------------------------------------
                                                               2001                 2000
                                                        ----------------------------------------
                                                             Unaudited            Unaudited

Operating Activities
<S>                                                     <C>                 <C>
Net loss                                                $    (4,972,781)    $     (3,925,861)
Adjustments to reconcile net loss to net cash used in
   operating activities:
     Depreciation and amortization                              257,814              209,612
     Amortization of deferred compensation                      568,718              342,267
     Gain on extinguishment of debt                            (196,132)                  -
     Stock-based expenses for equity issued to
       vendors for services                                     197,781            1,771,001
     Changes in assets and liabilities:
       Accounts receivable                                       22,735              148,440
       Other assets                                             (18,760)             (10,219)
       Deferred revenue                                         (83,164)            (671,737)
       Accounts payable and accrued expenses                   (206,236)             166,739
                                                         ---------------     ----------------
Net cash used in operating activities                        (4,430,025)          (1,969,758)

Investing Activity
Purchase of equipment and fixtures                             (148,453)             (39,662)
                                                         ---------------     ----------------
Cash used in investing activity                                (148,453)             (39,662)

Financing Activities
Proceeds from notes payable                                   1,350,000              100,000
Repayment of notes payable and line of credit                  (182,711)            (185,807)
Proceeds from issuance of common stock and
   exercise of options                                            8,042            2,144,793
                                                         ---------------     ----------------
Net cash provided by financing activities                     1,175,331            2,058,986
                                                         ---------------     ----------------
Net increase (decrease) in cash and cash equivalents         (3,403,147)              49,566
Cash and cash equivalents, beginning of year                  3,415,040                6,871
                                                         ---------------     ----------------

Ending cash and cash equivalents                        $        11,893           $   56,437
                                                        ================     ================
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               1,350,000               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            1,771,001
   Deferred stock based compensation                              8,218              630,000
   Common stock issued in connection with conversion
     of convertible note                                          7,768                    -

</TABLE>

            See accompanying notes



                                       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 nine month
periods ended  September 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  nine-month  period ended  September 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.  On October 24,
2001,  Berlwood Five,  Ltd., a current  shareholder of ours,  made an additional
$2,000,000  equity  investment in exchange for 75,000,000 newly issued shares of
common stock. We have the right,  but not the  obligation,  to repurchase all or
any portion of the  75,000,000  shares at a repurchase  price per share of $.06,
exercisable at any time prior to October 25, 2002. 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 September 30, 2001 we had $11,893 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 nine months ended
September  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 $148,453
for the nine  months  ended  September  30,  2001.  We  repaid  $182,711  of our
indebtedness for the nine months ended September 30, 2001.

     In April of this  year  lines  of  credit  totaling  $1,500,000  were  made
available to us by two of our  stockholders.  On August 7, 2001 we requested and
received  advances  totaling $300,000 against the lines of credit. In connection
with these advances,  warrants were issued allowing the stockholders to purchase
in total  1,200,000  shares of common stock at $1.50 per share.  These  warrants
terminate on August 3, 2011.  Throughout  the  remainder of the third quarter of
2001 we requested  and received  advances  against the lines of credit  totaling
$1,050,000. In connection with these advances, warrants were issued allowing the
stockholders to purchase in total  4,200,000  shares of common stock at $.75 per
share.  These  warrants have a termination  date of April 30, 2006. The warrants
contain a cashless  exercise  feature and the warrant holders have  registration
rights.  Under the terms of the promissory  notes all outstanding  principal and
interest was to be due


                                       6
<PAGE>

on April 30, 2002.  The remaining  available  credit of $150,000 was advanced in
October of 2001. The advance in October 2001 brought the total due in connection
with the  promissory  notes to $1,500,000 and the total number of shares subject
to warrants issued in connection with the lines of credit to 6,000,000.

     On October 24, 2001 the two  shareholders  agreed to extend the maturity on
the $1,500,000 indebtedness one year to April 30, 2003. In consideration for the
extension,  we reduced the exercise  price per share on the  warrants  issued in
connection with the advances from a weighted  average  exercise price of $.90 to
$.0267.

     We utilize  significant  capital to design,  develop and  commercialize our
products.  During the  remainder of 2001, we intend to fund the marketing of our
products and related  operational  activities with our latest capital investment
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 unable to continue as a going  concern or we may be required
to substantially reduce or curtail our activities.

     At September 30, 2001, we had  approximately  $350,000 in  commitments  for
capital expenditures purchases.  The payments for these purchases will be spread
over the next eight months.

     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  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. Subsequent Events

     On  October  18,  2001 we  announced  termination  of a letter of intent to
acquire  EmSTAT  Corporation,  which had been entered into on July 24, 2001. The
termination was by mutual agreement.

     On October 24, 2001 Berlwood  Five,  Ltd., a current  shareholder  of ours,
made an additional  $2,000,000  equity  investment in exchange for common stock.
Berlwood  received  75,000,000  newly  issued  shares of our common stock in the
transaction. We have the right, but not the obligation, to


                                       7
<PAGE>

repurchase all or any portion of the 75,000,000 shares at a repurchase price per
share of $.06, exercisable at any time prior to October 24, 2002.

     The share issuance to Berlwood increases the total number of our issued and
outstanding shares of common stock from 48,873,818 to 123,873,818, and increases
Berlwood's  percentage  ownership  interest in our outstanding shares of capital
stock from 32.26% to 73.27%.

     In connection with Berlwood's additional investment, Berlwood and Woodcrest
Capital,  L.L.C.  agreed to the termination of two agreements  existing  between
them  concerning  voting of their shares of our capital stock in the election of
directors  and  maintenance  by them of equal levels of ownership of our capital
stock.

     James A. Ryffel,  a founding  member of Woodcrest,  resigned as a member of
our Board of Directors  effective  November 1, 2001. On November 2, 2001, Jim R.
Ross was elected to fill the vacancy  created by Mr. Ryffel's  resignation.  Mr.
Ross is currently an attorney in private practice in Arlington, Texas.

     Also, on October 24, 2001,  Berlwood,  Woodcrest  and  Westpoint  Investors
Limited  Partnership  extended the maturity date on  $1,500,000 of  indebtedness
owed by us to those  entities.  The one year extension  gives us until April 30,
2003 to repay the indebtedness.  In consideration for the extension,  we reduced
the  exercise  price per share on warrants  issued to  Berlwood,  Woodcrest  and
Westpoint to acquire up to a total of 6,000,000  shares of our common stock from
a weighted average exercise price per share of $.90 to $.0267.

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.


                                       8
<PAGE>

                      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  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 September 30, 2001 Compared to
the Three Months Ended September 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 nine  months  ended  September  30,  2001 and 2000 our
revenues were  generated by deferred  license fee revenue and  maintenance  fees
pertaining  to our ICUS based  product.  We have replaced 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).


                                       9
<PAGE>

     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  September  30,  2001  were  $89,706
compared to $491,812 in the same period last year.  The  decrease in revenues is
primarily due to the recognition of deferred license revenue of $433,075 for one
customer in the third quarter of 2000.

     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 $7,022 in the third quarter of 2001which related to
depreciation  of  equipment  and  software  used in the  customer  service  area
compared to $27,125  recognized in the same period of 2000.  The cost of revenue
in the third quarter of 2000 also related to  depreciation  of equipment used in
the customer service area and to license revenue deferred at December 31, 1999.

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

     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  third  quarter  2001  were
$975,459  compared to $1,412,008 in 2000.  The decrease of $436,549 is primarily
the result of lower stock based  compensation  expense.  During the three months
ended  September  30,  2001 we recorded  $112,514  in stock  based  compensation
expense.  In the three months ended  September 30, 2000 we recorded  $542,415 in
stock based compensation expense.

     Product Development Expenses

     Development  expenses  consist  of  costs  related  to the  development  of
CareLyncED(TM) and GroupLyncEM(TM).  Product development expenses were virtually
unchanged  in the three  months ended  September  30, 2001  compared to the same
period of 2000.  Development  expenses for the three months ended  September 30,
2001 were  $587,167  compared to  $579,269  in the same period of 2000.  Outside
contractor  expenses were lower in the third quarter of 2001, but were offset by
increased salary expense due to efforts to increase  involvement of Emergisoft's
personnel  in the  development  and testing  processes  for  CareLyncED(TM)  and
GroupLyncEM(TM). In the three months ended September 30, 2001 expenses resulting
from outside  contractors and consultants were $319,938 compared to $579,269 for
the same period in 2000.

     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.


                                       10
<PAGE>

     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.

Results of Operations  for the nine months ended  September 30, 2001 compared to
the nine months ended September 30, 2000

     Revenues

     Revenue for the nine months ended September 30, 2001 was $278,430  compared
to  $838,787  for the nine  months  ended  September  30,  2000,  a decrease  of
$560,357.  The decrease was due primarily to lower  license  revenues in 2001 of
$26,000  compared to license  revenues in 2000 of $645,075,  which resulted from
revenues deferred at December 31, 1999.

     Cost of Revenues

     Cost of revenues  for the nine months ended  September  30, 2001 was $8,814
compared to $125,207 for the nine months ended  September  30, 2000,  reflecting
reduced deferred 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). The majority of these
future  costs  will be  related  to  increased  headcount  in  customer  support
positions  and  depreciation  related to  purchases  of assets  such as customer
tracking software and equipment for use by the customer support department.

     General and Administrative Expenses

     Our general and administrative expenses decreased by $595,006 to $2,900,290
for the nine months ended September 30, 2001 compared to $3,495,296 for the same
period in 2000. This decrease is primarily  related to stock based  compensation
expense which  decreased by $742,282.  The decrease in stock based  compensation
was offset in 2001 by higher advertising expenses of $61,221,  higher recruiting
fees of $61,017, and higher expenses related to tradeshow attendance of $20,045.


                                       11
<PAGE>

     Product Development Expenses

     Development  expenses  consist  of  costs  related  to the  development  of
CareLyncED(TM) and  GroupLyncEM(TM).  Product development expenses increased for
the nine month  period  ended  September  30,  2001 to  $2,359,312  compared  to
$1,019,352  for the nine month period ended  September 30, 2000. The increase is
primarily  due to the  increased  use of  outside  contractors  in the first two
quarters of 2001 and our effort to accelerate the  completion of  CareLyncED(TM)
and GroupLyncEM(TM).  For the nine month period ended September 30, 2001 outside
contractor expenses were $1,757,665 compared to $1,019,352 in the same period of
2000.  Development  expenses  related to  internal  personnel  were  $450,541 in
salaries and related  payroll taxes and $63,010 in recruiting  fees for the nine
months  ended  September  30,  2001.  There  were no  internal  personnel  costs
allocated or  recruiting  fees related to  development  in 2000.  We use our own
personnel as well as outside  contractors in the development  efforts of our new
products  CareLyncED(TM)  and  GroupLyncEM(TM).  We  announced  the  release  of
CareLyncED(TM)  on  July  26,  2001  and  we  anticipate  GroupLyncEM(TM)  to be
completed  during  the  first  quarter  of  2002.  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.

     Liquidity and Capital Resources

     We have  historically  financed our operations  primarily  through  private
placements  of our common stock and advances from  stockholders.  On October 24,
2001,  Berlwood Five,  Ltd., a current  shareholder of ours,  made an additional
$2,000,000  equity  investment in exchange for 75,000,000 newly issued shares of
common stock. We have the right,  but not the  obligation,  to repurchase all or
any portion of the  75,000,000  shares at a repurchase  price per share of $.06,
exercisable at any time prior to October 25, 2002. 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 September 30, 2001 we had $11,893 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 nine months ended
September  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 $148,453
for the nine  months  ended  September  30,  2001.  We  repaid  $182,711  of our
indebtedness for the nine months ended September 30, 2001.

     In April of this  year  lines  of  credit  totaling  $1,500,000  were  made
available to us by two of our  stockholders.  On August 7, 2001 we requested and
received  advances  totaling $300,000 against the lines of credit. In connection
with these advances,  warrants were issued allowing the stockholders to purchase
in total  1,200,000  shares of common stock at $1.50 per share.  These  warrants
terminate on August 3, 2011.


                                       12
<PAGE>


Throughout  the remainder of the third quarter of 2001 we requested and received
advances  against the lines of credit  totaling  $1,050,000.  In connection with
these advances,  warrants were issued  allowing the  stockholders to purchase in
total 4,200,000 shares of common stock at $.75 per share.  These warrants have a
termination  date of April 30, 2006.  The warrants  contain a cashless  exercise
feature and the warrant holders have registration rights. Under the terms of the
promissory  notes all outstanding  principal and interest was to be due on April
30, 2002. The remaining  available credit of $150,000 was advanced in October of
2001.  The advance in October 2001 brought the total due in connection  with the
promissory  notes to  $1,500,000  and the  total  number of  shares  subject  to
warrants issued in connection with the lines of credit to 6,000,000.

     On October 24, 2001 the two  shareholders  agreed to extend the maturity on
the $1,500,000 indebtedness one year to April 30, 2003. In consideration for the
extension,  we reduced the exercise  price per share on the  warrants  issued in
connection with the advances from a weighted  average  exercise price of $.90 to
$.0267.

     We utilize  significant  capital to design,  develop and  commercialize our
products.  During the  remainder of 2001, we intend to fund the marketing of our
products and related  operational  activities with our latest capital investment
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 unable to continue as a going  concern or we may be required
to substantially reduce or curtail our activities.

     At September 30, 2001, we had  approximately  $350,000 in  commitments  for
capital expenditures purchases.  The payments for these purchases will be spread
over the next eight months.

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 $4,972,781 for the nine months ended  September 30, 2001 and, as of September
30, 2001 we have an accumulated deficit of $18,422,994.  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.

                                       13
<PAGE>

     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.


                                       14
<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.


                                       15
<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.


                                       16
<PAGE>

                          PART II. - OTHER INFORMATION

Item 1. Legal Proceedings

     None

Item 2. Changes in Securities

     Berlwood  Five,  Ltd., a current  shareholder  of ours,  made an additional
$2,000,000  equity  investment  in us on October  24,  2001.  Berlwood  received
75,000,000 newly issued shares of our common stock in the  transaction.  We have
the right,  but not the  obligation,  to  repurchase  all or any  portion of the
75,000,000  shares at a repurchase  price per share of $.06,  exercisable at any
time prior to October 24, 2002.

     The share issuance to Berlwood increases the total number of our issued and
outstanding shares of common stock from 48,873,818 to 123,873,818, and increases
Berlwood's  percentage  ownership  interest in our outstanding shares of capital
stock from 32.26% to 73.27%.

     In connection with Berlwood's additional investment, Berlwood and Woodcrest
Capital,  L.L.C.  agreed to the termination of two agreements  existing  between
them  concerning  voting of their shares of our capital stock in the election of
directors  and  maintenance  by them of equal levels of ownership of our capital
stock.

     James A. Ryffel,  a founding  member of Woodcrest,  resigned as a member of
our Board of Directors  effective  November 1, 2001. On November 2, 2001, Jim R.
Ross was elected to fill the vacancy  created by Mr. Ryffel's  resignation.  Mr.
Ross is currently an attorney in private practice in Arlington, Texas.


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.

     None

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

On August 2, 2001,  we reported  interim  financial  results for the three month
period 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: November 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