<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

   X      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
-------   OF 1934


          For the fiscal year ended June 30, 2001

                                       OR

          ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
-------   OF 1934

                         COMMISSION FILE NUMBER: 0-28511

                                   CAPRI CORP.
                 (Name of Small Business Issuer in its Charter)

              MINNESOTA                                 41-1704533
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

   2651 WARRENVILLE ROAD, SUITE 560                     (630) 874-5500
    DOWNERS GROVE, ILLINOIS 60515              (Registrant's Telephone Number,
   (Address of Principal Executive                    Including Area Code)
     Offices, including Zip Code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          Common Stock, $.01 par value

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 of 15(d) of the Securities Exchange Act during the past 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
         -----      -----

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this form 10-KSB. [X]

     Issuer's revenues for fiscal 2001: $5,702,300.

     The aggregate market value of the voting common equity held by
non-affiliates of the issuer was approximately $746,011, based on the average
bid and asked price of $0.125 per share as reported on the NASD OTC bulletin
board on September 18, 2001.

     The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of September 18, 2001 was 12,908,091.

     Transitional Small Business Disclosure Format: Yes   X     No
                                                        ------     ------

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the following documents of the registrant are incorporated
herein by reference:

            DOCUMENT                                       PART OF FORM 10-KSB
            --------                                       -------------------

Proxy Statement for the 2001 regular                             I and II
meeting of shareholders


================================================================================

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                                     PART I

The Issuer has elected to follow Form 10-KSB, Disclosure Alternative 2.

ITEM 6.   DESCRIPTION OF BUSINESS.

     GENERAL. Capri Corp. is engaged in developing computer software that
records, organizes and provides access to real-time, integrated manufacturing
information for use by printed circuit board (PCB) manufacturers. The software
provides access to information at the manufacturing plant level as it is
created, such as engineering information, production scheduling, quality control
reports and levels and types of inventory being produced. Licenses to use the
software are marketed and sold under the trademarks Paradigm(R) and Paradeim(R).
In addition, the Company provides technical support and user training and
distributes certain hardware and third party software.

     Capri Corp. carries on all of its business through its wholly-owned
operating subsidiary, Cimnet Systems, Inc., formed in 1988, ("Cimnet") and
Cimnet's subsidiaries, all of which are wholly-owned. In this report, the term
"Company" is used to refer collectively to Capri Corp., its non-operating
subsidiaries, Cimnet and Cimnet's subsidiaries.

     The Company's common stock, par value $0.01 per share ("Common Stock"), is
quoted on the NASD OTC Bulletin Board under the symbol "CAPI".

     The Company's principal executive offices are located at 2651 Warrenville
Road, Suite 560, Downers Grove, Illinois 60515, its telephone number is (630)
874-5500 and its website address is www.cimnetsys.com.

     The founders of the Company recognized the following opportunities in the
PCB industry:

     -    The market conditions within the manufacturing software marketplace
          were creating an opportunity for highly specialized information
          systems designed for the PCB industry;

     -    The increasing need for manufacturing organizations to become more
          efficient due to increasing global competition;

     -    The increasing use of client/server platforms as opposed to
          mini/mainframe operating systems; and

     -    The increasing access to information processing due to the decreased
          cost of computing power.

     The Company sought to capitalize on these conditions by offering
Paradigm(R), one of the first information systems designed to be used on a
manufacturer's own personal computer network. Paradigm(R) records and provides
access to real time information on manufacturing activities that are plant
specific. Traditional personal computer networked information systems have
operated at the enterprise level, as opposed to the specific plant level, and
were designed to concentrate on supply chain management, finance and automation
of management's business


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processes. These traditional "horizontal" information systems are often referred
to as "enterprise resource planning" systems, or "ERP" systems, to reflect their
more generic and less manufacturer-specific functionality. Alternatively,
Paradigm(R), which the Company refers to as a "specialized" enterprise resource
planning system, or "S/ERP", concentrates on the integration of information for
a specific type of manufacturer, presently manufacturers of printed circuit
boards. The manufacture of printed circuit boards, which involves the embedding
of conducting metal in patterns on an insulated board with semiconductors to
create electric circuits, requires engineering to a customer's specific order
requirements. Paradigm(R) incorporates software technologies along with
manufacturing concepts such as "Total Quality Management" and "Just In Time"
production scheduling and inventory control which fit how PCB manufacturers
operate their manufacturing facilities to serve their customers. The Paradigm(R)
system includes features such as automation of the engineering design process,
statistical process control, plant maintenance, and real-time scheduling, which
reduce manufacturing cycle times, reduce the level of inventories that need to
be carried by the manufacturer, improve purchasing efficiency and allow for the
more effective deployment of personnel and productive assets through access to
current, specific and relevant information in the manufacturing process. The
Company believes that this set of features and functionalities has provided the
Company with a significant competitive advantage over other system suppliers.

     The Company is investigating additional marketing initiatives to support
growth and long term viability. Strategies currently under consideration include
diversification outside of the PCB industry and improving market share within
the PCB industry, both geographically and through new product offerings.

     PRODUCTS AND SERVICES. The Company believes its software product,
Paradigm(R), provides a fully integrated set of superior capabilities that
improves speed, cost, efficiency and flexibility in the manufacturing of printed
circuit boards. Some of the critical success factors in the PCB manufacturing
industry, such as reducing manufacturing cycle time, eliminating manufacturing
waste and inefficiency, tightening manufacturing process controls, and achieving
superior customer responsiveness, can be greatly improved by the real time
information gathering, organizing and access capabilities built into
Paradigm(R).

     The components of the Company's offerings are:

 -   Software
 -   Installation, Training, and Consultation
 -   Software Maintenance
 -   Custom Programming Services
 -   Hardware and Network Services

     Software. Paradigm(R) supports state-of-the-art manufacturing concepts such
as "Just in Time" and "Activity Based Management". The Company believes
Paradigm(R) is the most advanced engineering, production, planning, and material
control software ever developed for the PCB manufacturing industry. The full
Paradigm(R) system is comprised of the following set of 20 integrated programs,
called "modules", which provide the following functions:

-    Data Control                           -     Sales Forecasting
-    Sales Control                          -     Lot/Serial Tracking
-    Material Control                       -     JIT ("Just-In-Time") Delivery
                                                  Performance




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-    Production Control                     -     Cycle-Time Performance
-    Master Scheduling                      -     Plant Maintenance
-    Financial Control                      -     Statistical Process Control
-    Intelligent Engineering                -     EDI (Electronic Data
                                                  Interchange) Interface
                                            -     RFQ (Request For Quotation)
-    Report Generation                            Interface
-    Executive Information System           -     Shop Floor Monitor
-    Bar Coding and Data Collection         -     System Administration

     These modules are priced individually and licensed for a specific number of
authorized users. Typical software license fees for a small installation (10
users) are approximately $100,000 while a large installation (100 users) may
exceed $500,000.

     The Company also offers Paradigm(R) LT - an entry-level system designed for
smaller and emerging PCB manufacturing companies. This product offers some of
the basic core functionality at a lower cost to companies that in the past have
been unable to consider installing the full Paradigm(R) system at their
facilities. The Paradigm(R) LT product is limited to a maximum of 15 users with
an average list price of $50,000. In addition, the Company has also introduced
"Paradigm(R) On-Line," which allows users to utilize the functionalities of
Paradigm(R) via an on-line interface for a periodic fee, rather than through the
purchase and installation of the traditional Paradigm(R) system.

     In connection with the licensing of Paradigm(R), the Company is also an
authorized reseller of complementary software products such as Oracle
Corporation's Oracle(R) 7 Workgroup Server (TM) and Oracle(R) 7 Server
Enterprise Edition (TM), Cognos(R)'s Impromptu(R) and Powerplay(R), Pervasive
Software, Inc.'s PSQL(R), NextPage, LC's Folio Views(R) and certain of
Computerwise(R), Inc.'s bar code data collection products. The revenues derived
from these activities do not represent a material portion of the Company's
revenues.

     The Company devotes significant resources to enhancing Paradigm(R) by
developing and expanding modules and related products for its customers. During
the fiscal years ended June 30, 2001 and June 30, 2000, the Company invested
approximately $1,171,000 and $622,000, respectively, in research and development
activities, of which approximately $604,800 and $269,000, respectively, were
charged to expense. The remaining balances of $566,200 and $353,000,
respectively, were capitalized and will be amortized over the life of the
product.

          Installation, Training and Consultation. These services are provided
as separate billable services for assisting customers with the implementation of
the Paradigm(R) system. Additionally, the Company offers education covering
manufacturing concepts and methodologies as well as technical issues. Training
and consultation is typically provided at the customer location to provide
hands-on assistance. Typical revenues for these services range from $10,000 for
a small installation to more than $50,000 for a large installation. The Company
believes the potential for generating additional revenues in this area is
significant.

          Software Maintenance. Software maintenance is offered on a contractual
basis to each customer licensing the Paradigm(R) software. The software
maintenance entitles the customer to support and software enhancements. The
annual maintenance fee is typically 15% of the software license fee.




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          Custom Programming Services. Although the Company primarily offers a
standard product to its customers, special custom programming services are
available for developing interfaces to other systems. With an Asian operation
based in India, the Company has access to highly talented programmers at a much
lower cost, creating an opportunity to expand its custom programming services.

     COMPETITION. Although the Company competes with other companies producing
software written specifically for the PCB industry, the Company believes that
its products are more comprehensive and its sales of software to the PCB
manufacturing industry are significantly greater than any of these specialized
competitors. In addition, the Company also competes with software programs of
general manufacturing application and certain non-integrated programs that have
been developed internally by PCB manufacturers.

     Capital barriers to entry into competition with Paradigm(R) and other
computer software programs being developed by the Company are low. In addition,
many program development companies are larger and better financed than the
Company. There is no barrier to such companies producing programs that would
compete directly with those of the Company.

     REVENUE AND WORKING CAPITAL. The Company's revenues fluctuate from quarter
to quarter throughout any fiscal year and between fiscal years. These quarterly
fluctuations are the result of two principal factors:

          -    Because of the relatively small number of installations each year
               and the large amount of revenue derived from each installation,
               each new Paradigm(R)software license agreement has a significant
               impact on the Company's reported revenue. The decision to acquire
               a complex information system such as Paradigm(R) requires the
               approval of a company's upper management and the acceptance of
               its operating managers. Achieving this level of approval
               typically requires multiple meetings and product demonstrations
               and may even require the installation of a test system to allow
               management the opportunity to assess the functionality of the
               system within their organization. Finalizing the specific terms
               of the software license agreement adds additional time to the
               process. As a result, the Company has little ability to influence
               the actual timing of a customer's execution of a license
               agreement.

          -    The license agreements for Paradigm(R) entered into by the
               Company set forth the terms and conditions of the system
               installation. These conditions may include, for example, a phased
               in installation that is dependent on a plant by plant schedule,
               the installation order of specific modules together with a
               designated amount of training or the completion of a custom
               software interface. These conditions can impact the timing of
               revenue recognition and may cause that recognition to occur over
               several months. For example, if the software license agreement
               calls for 100 users at four plants to be installed in a specific
               order and only after the previous plant is operational, revenue
               associated with plants 2, 3 and 4 cannot be recognized until
               those plants are installed.

     The Company's principal assets are cash and accounts receivable, which are
in turn used to fund payroll and growth. In the fiscal years ended June 30, 2000
and June 30, 2001, the Company invested heavily in its professional staff,
equipment and infrastructure while



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aggressively pursuing its commitment to a global growth strategy. During the
fiscal year ended June 30, 2000, the Company established a subsidiary in Hong
Kong in order to provide a more focused approach to customer service in the
Pacific Rim countries. Additionally, the Company has formed strategic sales
representative alliances with companies in Taiwan and Europe to expand its sales
coverage in those areas. It is expected that these sales representative
alliances will generally function as commission sales agents. All revenues and
commission expense will be recorded according to the specific conditions of the
respective license agreement and sales representative agreement relative to the
sale of each license. The Company has also entered into a distributorship
relationship with a Japanese company focused entirely on business based in
Japan. Under this arrangement, the Company's revenues will be limited to the
amounts the Company can charge the distributor when the distributor finalizes a
sale with its customer.

     During the fiscal year ended June 30, 2001, the Company realigned its
corporate structure outside North America and established a local office
presence in China and Taiwan to better serve those markets. Staff buildup and
personnel training in the region were completed during the year.

     The Company distributed all of the shares of InterConexus.com, Inc.
("InterConexus.com") to the shareholders of the Company effective June 1, 2000.
InterConexus.com and Cimnet entered into a Services Agreement whereby Cimnet
provides certain services to InterConexus.com on an as-needed basis. The fees
for such services were based on a rate designed to reflect Cimnet's cost of
providing such services, including reimbursement of certain direct out-of-pocket
expenses. InterConexus.com was free to procure such services from outside
vendors or to develop an in-house capability in order to provide such services
internally. During the years ended June 30, 2001 and June 30, 2000, Cimnet
billed InterConexus.com approximately $202,000 and $434,000, respectively, for
services under this agreement. As InterConexus.com was in the development stage
of its operations prior to the sale of its business, as described below, the
Company recorded a reserve against those billings, through a charge to
operations, in the amount of $588,659, representing the net amount
InterConexus.com owed Cimnet since InterConexus.com's inception. During fiscal
year 2001, InterConexus.com entered into an agreement with third parties to form
a new entity and potentially sell substantially all its assets in exchange for
restricted stock in the new entity. There is no market for these restricted
shares, and the Company believes there will not be a market for these shares in
the foreseeable future. In the opinion of Company management, in the event this
asset sale did not to take place, no other viable operating alternatives existed
for InterConexus.com. and therefore no cash or any other form of liquidity would
be available to InterConexus.com regardless of whether or not such sale was
consummated. Accordingly, Company management believed that InterConexus.com
would be unable to repay the debt it owed the Company and therefore, as of June
30, 2001, wrote off the receivable from InterConexus.com as a charge against the
above-described reserve.

     On August 29, 2001, InterConexus.Com finalized the sale of its assets to
the new entity and received the restricted shares as described herein. Following
that closing, InterConexus.com had no operating capacity. The company has agreed
to provide office space and certain other limited services to the new entity and
to be reimbursed by that entity for those costs.

     The Company typically receives payment for its software licenses and
services in contracted installments during the course of a Paradigm(R) system
installation. The Company's continuing penetration of the larger user market,
while providing proportionally larger revenue



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per license agreement than that of its historical smaller user customer base,
requires a longer implementation cycle. Customer information requirements are
becoming more complex and the information systems, which Paradigm(R) must
interface with, tend to be increasingly more sophisticated. This increases both
the cost and complexity of any software customization and the corresponding
system implementation timeframe. The accounts receivable cycle is naturally
extended as a result of these factors. The Company collects revenues for
maintenance services on a quarterly basis. These revenues are based on a
percentage of the software license fee, and therefore provide a relatively
stable and recurring revenue and cash flow stream.

     The Company has historically invested its excess cash in short-term cash
equivalents of less than three months through its bank. The Company began
investing its excess cash in short-term government bonds and high-grade
commercial paper beginning in the fiscal year ended June 30, 2000. These
investments, while still considered cash equivalents for reporting purposes,
enable the Company to spread and reduce investment risk while maximizing yield.

     On October 30, 2000, the Company renewed its revolving credit agreement
with American National Bank and Trust Company of Chicago, dated October 30,
1999, which provides an open line of credit of up to five hundred thousand
dollars ($500,000). This line of credit, which expires on October 31, 2001,
provides for interest at one percent over the published prime rate of the bank
on funds used, and is secured by the assets, (excluding intellectual property),
of the Company and it's domestic subsidiary. At June 30, 2001, the Company was
in violation of a covenant under this agreement. At that date, there was no
outstanding revolving credit debt that would have to be reclassified.
Accordingly, no waiver was requested from the lender with respect to this
covenant violation.

     As of June 30, 2001 the Company has utilized $80,000 of the line in the
form of an irrevocable letter of credit issued as security against renovations
to the Company's new headquarters location. Assuming no events of default in the
lease occur, the letter automatically reduces by $40,000 every six months, and
fully expires in 2002.

     EMPLOYEES AND LABOR RELATIONS. As of June 30, 2001, the Company had 64
employees. The Company believes that this staffing will be sufficient to manage
the Company and carry out its current base of business. The employees are not
members of any collective bargaining unit. The Company believes that relations
with its employees are good. There were no work stoppages in the fiscal year
ended June 30, 2001 and none are expected in the fiscal year ending June 30,
2002.

     CUSTOMERS. Current customers of the Company include several of the largest
PCB producers in the world.

     MARKETING. The Company's fundamental marketing strategy has been to focus
on printed circuit board manufacturers, a specific vertical segment within the
manufacturing industry. The Company competes within the global manufacturing
software market by providing goods and services that have specific capabilities
for the printed circuit board manufacturing industry. The Company believes that
this approach has allowed it to gain market leadership in this targeted process
flow manufacturing niche by providing products and services which meet the
specific needs of these manufacturers.



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     In order to gain market share and visibility within the PCB manufacturing
industry the Company continues to attend numerous trade shows in North America,
Europe, and Asia. The Company has been successful in selling its products to
many PCB manufacturing companies around the world, with 49% and 56% of the
Company's revenues in 2001 and 2000, respectively, being derived from outside
the United States.

     The Company has entered into agreements with sales representatives to
market licenses for its products in Belgium, China, France, Germany, Hong Kong,
Italy, Korea, Malaysia, Netherlands, Portugal, Scandinavia, Singapore, South
Korea, Spain, Switzerland, Thailand and the United Kingdom. These companies
operate as contracted sales representatives for the Company and perform specific
services within defined territories on a commission basis. Sales revenues and
commission expenses are recognized by the Company when the Company enters into a
license agreement with a customer that a representative has identified and
qualified as a potential licensee of the Company's products. The remaining
markets are being pursued mainly through direct sales efforts.

     The Company and certain of its customers have created an active Paradigm(R)
Users Group which discusses product enhancements, future releases and new
features. The users group conducts regularly scheduled conference calls and
holds an annual meeting. The Company believes that the existence of such a users
group creates increased customer goodwill and also serves as an important source
for product critiques and suggestions for future product enhancements.

     Having successfully installed Paradigm(R) at over 100 different locations,
the Company believes it is the leading information systems supplier to the PCB
manufacturing market. Future marketing plans within the PCB manufacturing market
involve the following:

     -    Marketing services to large PCB producers who have grown through
          acquisitions.

     -    Addressing the large concentrations of PCB companies in Taiwan, Japan,
          and the emerging markets in China.

     FOREIGN OPERATIONS. The Company conducts its foreign operations primarily
through its subsidiaries. The Company's foreign sales efforts are augmented by
certain strategic alliances with local companies in key market areas. These
companies operate as commissioned sales representatives for the Company and
perform specific services within defined territories.

     The Company formed its wholly owned subsidiary, Cimnet Informationssysteme
GmbH in Munich, Germany, to address the requirements of the European PCB market.
Today, the Paradigm(R) system has been fully translated into German. Currently,
Cimnet Informationssysteme GmbH is staffed with a highly technical,
multi-lingual staff capable of installing, training, and supporting the
Company's European customers.

     The Company formed an Asian sales and support office based in Bangalore,
India, incorporated as Cimnet Systems (I) Private Limited. It is anticipated
that this office will be the base for future growth within the Pacific Rim. In
addition to providing a direct presence in the Asian market, the Company
believes India offers a highly talented workforce at a lower cost when compared
to the cost of the workforce in the United States. Future plans include the



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potential of expanding product development capabilities into India by taking
advantage of this lower cost labor supply.

     The Company formed a wholly owned subsidiary in Hong Kong, to provide a
local presence in the important PCB manufacturing community in the Far East.
Through hiring skilled local programming and other technical personnel, the
Company plans to provide local technical and installation support to its
customers. In addition, the Company has established sales representative
relationships to serve the Far East marketplace and is negotiating a
distributorship arrangement to serve the Japanese market, as described under
"Revenue and Working Capital." Paradigm(R) is currently being translated into
Chinese and Japanese.

     PATENTS, TRADEMARKS AND LICENSES. The Company's performance and its ability
to compete are dependent, to a significant degree, on its proprietary products.
The Company relies on a combination of copyright, trade secret and trademark
laws, with parallel contractual provisions incorporated into the software
license agreements in place with all customers, as well as proprietary rights
assignment, confidentiality, non-disclosure, and non-compete agreements executed
by employees and consultants as a means of establishing and protecting its
proprietary interests. Paradigm(R), the registered U.S. trademark of Cimnet, was
granted to Cimnet on January 26, 1993. In Germany, the software carries the
registered trademark of Paradeim(R).

     In connection with the licensing of Paradigm(R), the Company is also an
authorized reseller of complementary software products such as Oracle
Corporation's Oracle(R) 7 Workgroup Server (TM) and Oracle(R) 7 Server
Enterprise Edition (TM), Cognos(R)'s Impromptu(R) and Powerplay(R), Pervasive
Software, Inc.'s PSQL(R), NextPage, LC's Folio Views(R) and certain of
Computerwise(R), Inc.'s bar code data collection products. No officer, director
or employee of the Company or any of its operating subsidiaries holds any
license or trademark that is critical to the operation of the Company.

     RISK FACTORS. The Common Stock of the Company involves a high degree of
risk and is intended for long term investment. The following specific risk
factors should be read in light of the more complete discussion elsewhere in
this Annual Report.

          Possible Conflicts of Interest and Related Party Transactions. The
directors and officers of the Company are also the directors and officers of
InterConexus.com. Although InterConexus.com does not plan to conduct any future
business operations, as discussed above, conflicts of interest could arise for
such persons.

          Dependence on One Product. The Company is currently marketing/
licensing only one product, Paradigm(R). In addition to fees collected from
licensing Paradigm(R), the Company also collects fees for support and
maintenance, enhancement, and implementation of the software and training. There
is no assurance that it will be able to successively develop or market any
additional products or that it will be able to continue to successfully market
its current product.

          Competition. The business of developing, marketing and licensing
computer software programs is fiercely competitive and entry barriers into this
business are relatively minimal. The vast majority of current and potential
competitors of the Company are better capitalized, have greater name
recognition, and are better staffed than the Company.


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          No Dividends. The Company intends to retain all working capital for
the growth of the Company and, as a result, has not, and does not intend to, pay
any cash dividends within the foreseeable future.

          Dependence on Current Management. The Company depends upon the current
management for the development and marketing of computer software programs. In
particular, the loss of Mehul J. Dave or P. Balasubramanian would seriously
hamper the operations and continued viability of the Company.

          Financial Position of the Company. The Company will have a continuing
need for working capital in the future for the development of new computer
software programs; however, the management of the Company has no definitive
plans at this time for obtaining such working capital.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Forward-looking statements under the caption "Description of Business" in
this Annual Report on Form 10-KSB, as well as oral statements that may be made
by the officers, directors or employees of the Company acting on the Company's
behalf, are intended to be made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. The words "believes",
"expects" and "anticipates" and other similar expressions which are predictions
of or indicate future events and trends and which do not relate solely to
historical matters identify forward-looking statements. Such forward-looking
statements are subject to risks and uncertainties which could cause actual
results, performance, or achievements of the Company to differ materially from
anticipated future results, performance or achievements expressed or implied by
such forward-looking statements. Factors that might cause such differences
include, but are not limited to, the factors discussed herein under the caption
"Risk Factors."

     Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release any revisions to these forward-looking
statements, which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

ITEM 7.   DESCRIPTION OF PROPERTY.

     The Company is headquartered in approximately 11,000 square feet of leased
space at 2651 Warrenville Road, Suite 560, Downers Grove, Illinois. The Company
also leases office space in Germany, India, Hong Kong and China.

ITEM 8.   DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES.

     Information with respect to directors and officers of the Company is
incorporated herein by reference to the information under the caption "Board of
Directors" in the Company's definitive proxy statement for its 2001 Regular
Meeting of Shareholders, as filed with the SEC (SEC File No. 0-28511).



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ITEM 9.   REMUNERATION OF DIRECTORS AND OFFICERS.

     Information with respect to the renumeration of directors and officers of
the Company is incorporated herein by reference to the information under the
caption "Executive Compensation" in the Company's definitive proxy statement for
its 2001 Regular Meeting of Shareholders, as filed with the SEC (SEC File No.
0-28511).

ITEM 10.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS.

     Information with respect to security ownership in the Company is
incorporated herein by reference to the information contained under the caption
"Principal Shareholders" in the Company's definitive proxy statement for its
2001 Regular Meeting of Shareholders, as filed with the SEC (SEC File No.
0-28511).

ITEM 11.  INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.

     Information with respect to interests of management of the Company and
others in certain transactions is incorporated herein by reference to the
information under the caption "Certain Transactions" in the Company's definitive
proxy statement for its 2001 Regular Meeting of Shareholders, as filed with the
SEC (SEC File No. 0-28511).


PART II

ITEM 1.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
          OTHER SHAREHOLDER MATTERS.

     Since September 20, 1991, the Company's Common Stock has been quoted on the
NASD OTC Bulletin Board under the symbol "CAPI", except from October 8, 1999
through early May, 2000, when it was quoted on the electronic "pink sheets" of
the National Quotation Bureau, also under the symbol "CAPI". The following table
provides the quarterly high and low bids per share of Common Stock reported on
the pink sheets or the OTC Bulletin Board, as applicable. The following
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions. No cash dividends have
been declared on the Common Stock. The Company has a June 30 fiscal year end.

                                            HIGH           LOW
FISCAL 2000
First Quarter                               $.94           $.49
Second Quarter                               .50            .25
Third Quarter                               2.00            .50
Fourth Quarter                              2.00           1.01



                                       11
<PAGE>   12

                                            HIGH           LOW
FISCAL 2001
First Quarter                              $1.63           $.69
Second Quarter                               .88            .63
Third Quarter                                .63            .22
Fourth Quarter                               .31            .12

     As of June 30, 2001, there were 57 record holders of the Common Stock.

ITEM 2.   LEGAL PROCEEDINGS.

     None.

ITEM 3.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

     No disclosure required.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     There were no matters submitted to a vote of the holders of the Company's
Common Stock during the fourth quarter of fiscal 2001.

ITEM 5.   COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     No disclosure required.

ITEM 6.   REPORTS ON FORM 8-K.

     The Company filed a report on Form 8-K dated June 26, 2001, in connection
with the resignation and replacement of the Company's principal accountants.




                                       12
<PAGE>   13
                                    PART F/S

  The following financial statements of the Company are included herein:

  AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2001 AND 2000

  Independent Auditors' Reports

  Consolidated Balance Sheets

  Consolidated Statements of Operations

  Consolidated Statements of Stockholders' Equity

  Consolidated Statements of Cash Flows

  Notes to Consolidated Financial Statements






                                       13
<PAGE>   14

INDEPENDENT AUDITORS' REPORT

Board of Directors
Capri Corp.
2651 Warrenville Road, Suite 560
Downers Grove, IL 60515


We have audited the accompanying consolidated balance sheet of Capri Corp. and
Subsidiaries ("the Company") as of June 30, 2001 and the related consolidated
statements of operations, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Capri Corp. and
Subsidiaries at June 30, 2001, and the results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States.



/s/ BDO Seidman, LLP

BDO Seidman, LLP
August 20, 2001



<PAGE>   15

INDEPENDENT AUDITORS' REPORT



To the Board of Directors of
Capri Corp.
Downers Grove, Illinois


We have audited the consolidated balance sheet of Capri Corp. and Subsidiary as
of June 30, 2000, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provide a reasonable basis for
our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Capri Corp. and
Subsidiary as of June 30, 2000, and the results of their operations and their
cash flows for the year then ended in conformity with generally accepted
accounting principles.



/s/ Klesman, Halper & Co., P.C.

Klesman, Halper & Co., P.C.
Palos Heights, Illinois
September 6, 2000





<PAGE>   16
                          Capri Corp. and Subsidiaries
                           Consolidated Balance Sheets
                             June 30, 2001 and 2000


<TABLE>
<CAPTION>
                                     Assets

                                                                                      2001           2000
                                                                                      ----           ----
<S>                                                                            <C>            <C>
Current Assets:
  Cash and Cash Equivalents                                                    $   442,643    $ 3,767,872
  Trade Receivables, Net                                                         2,118,731      1,907,195
  Recoverable Income Taxes                                                       1,085,579              -
  Other Current Assets                                                             105,674         72,275
                                                                               -----------    -----------
                                  Total Current Assets                           3,752,627      5,747,342

Fixed Assets, Net                                                                  704,118        582,655
Unamortized Software Development Costs, Net                                      1,077,986        773,802
Deferred Income Taxes, Net                                                               -        120,095
Other Assets, Net                                                                   19,599        134,610
                                                                               -----------    -----------
                                          Total Assets                         $ 5,554,330    $ 7,358,504
                                                                               ===========    ===========

                      Liabilities and Stockholders' Equity

Liabilities:
  Current Liabilities:
    Accounts Payable                                                           $   474,349    $   313,941
    Accrued Expenses                                                               199,719        498,499
    Deferred Revenue                                                               643,388        986,831
    Income Taxes Payable                                                                 -        589,224
    Deferred Income Taxes, Net                                                           -        363,582
    Other Current Liabilities                                                       20,685              -
                                                                               -----------    -----------
                             Total Current Liabilities                           1,338,141      2,752,077

Non-Current Liabilities:
  Deferred and Non-Current Income Taxes                                            541,536              -
                                                                               -----------    -----------
                                     Total Liabilities                           1,879,677      2,752,077

Stockholders' Equity:
  Common Stock                                                                     129,081        129,081
  Additional Paid In Capital                                                     1,307,010      1,307,010
  Retained Earnings                                                              2,380,229      3,277,232
  Other Accumulated Comprehensive Income:
    Foreign Currency Translation                                                  (141,667)      (106,896)
                                                                               -----------    -----------
                            Total Stockholders' Equity                           3,674,653      4,606,427
                                                                               -----------    -----------
            Total Liabilities and Stockholders' Equity                         $ 5,554,330    $ 7,358,504
                                                                               ===========    ===========
</TABLE>




         See accompanying notes to the Consolidated Financial Statements



<PAGE>   17

                          Capri Corp. and Subsidiaries
                      Consolidated Statements Of Operations
                        Year Ended June 30, 2001 and 2000


                                                         2001              2000
                                                         ----              ----
Sales Revenue:
  Software                                        $ 2,143,166       $ 4,205,243
  Software Maintenance                              2,261,606         1,691,886
  Other                                             1,297,528         1,678,031
                                                  -----------       -----------
Total Sales Revenue                                 5,702,300         7,575,160

Cost of Sales                                       2,293,417         2,354,181
                                                  -----------       -----------
Gross Profit                                        3,408,883         5,220,979

Research and Development Expenses                     604,836           269,116
Selling and Marketing Expenses                      1,581,822         1,014,936
General and Administrative Expenses                 2,687,203         1,946,190
                                                  -----------       -----------
Operating (Loss) Income                            (1,464,978)        1,990,737
                                                  -----------       -----------
Other (Expense) Income:
  Interest Income                                      67,672           111,098
  Other Income                                          9,465            21,158
  Other Expense                                      (213,733)         (397,825)
                                                  -----------       -----------
Total Other Expense                                  (136,596)         (265,569)
                                                  -----------       -----------
(Loss) Income Before Income Taxes                  (1,601,574)        1,725,168

Income Tax Benefit (Expense)                          704,571          (716,222)
                                                  -----------       -----------
Net (Loss) Income                                 $  (897,003)      $ 1,008,946
                                                  ===========       ===========

(Loss) Earnings Per Share:

Basic                                             $     (0.07)      $      0.08
                                                  ===========       ===========
Diluted                                           $     (0.07)      $      0.07
                                                  ===========       ===========




         See accompanying notes to the Consolidated Financial Statements


<PAGE>   18

                          Capri Corp. and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                             June 30, 2001 and 2000
<Table>
<Caption>

                                                                        Additional                     Accumulated Other
                                                            Common       Paid-In        Retained         Comprehensive
                                               Total         Stock       Capital        Earnings             Income
                                               -----         -----       -------       ----------      -----------------
<S>                                         <C>             <C>         <C>            <C>                 <C>
Balance, June 30, 1999                      $3,521,204      $122,853    $1,197,538     $2,269,577          $ (68,764)

Comprehensive Income:
  Net Income                                 1,008,946           -              -       1,008,946                  -

Other Comprehensive Income:
    Foreign Currency
    Translation Adjustment                     (38,132)          -              -               -            (38,132)
                                            ----------      --------    ----------     ----------          ---------
  Total Comprehensive  Income                  970,814           -              -       1,008,946            (38,132)

Common Stock Issued                            115,700         6,228       109,472              -                  -

Dividends Paid                                  (1,291)          -              -          (1,291)                 -
                                            ----------      --------    ----------     ----------          ---------
Balance, June 30, 2000                      $4,606,427      $129,081    $1,307,010     $3,277,232          $(106,896)

Comprehensive Loss:
  Net Loss                                    (897,003)          -              -        (897,003)                 -

Other Comprehensive Loss:
    Foreign Currency
    Translation  Adjustment                    (34,771)          -              -               -            (34,771)
                                            ----------      --------    ----------     ----------          ---------
  Total Comprehensive Loss                    (931,774)          -              -        (897,003)           (34,771)
                                            ----------      --------    ----------     ----------          ---------
Balance, June 30, 2001                      $3,674,653      $129,081    $1,307,010     $2,380,229          $(141,667)
                                            ==========      ========    ==========     ==========          =========
</TABLE>

         See accompanying notes to the Consolidated Financial Statements



<PAGE>   19

                          Capri Corp. and Subsidiaries
                      Consolidated Statements of Cash Flows
                             June 30, 2001 and 2000
<Table>
<Caption>

                                                                   2001          2000
                                                                   ----          ----
<S>                                                          <C>           <C>
Cash Flows From Operating Activities:
Net (Loss) Income                                            $ (897,003)   $1,008,946
                                                             ----------    ----------
Adjustments to Reconcile Net (Loss) Income
    to Net Cash Provided by Operating Activities:
         Depreciation and Amortization                          469,837       346,383
         Loss Provisions                                        557,736       451,723
         Loss On Sale or Disposal of Assets                       -            10,000
         Deferred Income Taxes                                  298,049      (495,500)
    (Increase) Decrease in:
         Accounts Receivables                                  (506,950)      111,140
         Recoverable Income Taxes                            (1,085,579)         -
         Unamortized Software Development Costs                (566,184)     (352,982)
         Other Current Assets                                   (33,399)      (40,314)
         Other Assets                                          (147,311)     (436,539)
    (Increase) Decrease in:
         Accounts Payable                                       160,408       300,695
         Deferred Revenue                                      (343,443)      782,831
         Accrued Expenses                                      (298,780)       36,567
         Other Current Liabilities                               20,685        (4,999)
         Income Taxes Payable                                  (589,224)      619,514
                                                             ----------    ----------

Total Adjustments                                            (2,064,155)    1,328,519

           Net Cash (Used in) Operating Activities           (2,961,158)    2,337,465
                                                             ----------    ----------

Cash Flows From Investing Activities:
    Investment in Other Companies                                  -          (11,291)
    Expenditures for Property, Plant & Equipment               (329,300)     (405,846)
                                                             ----------    ----------
           Net Cash Used in Investing Activities               (329,300)     (417,137)
                                                             ----------    ----------

Cash Flows from Financing Activities:
    Issuance of Common Stock                                       -          115,700
                                                             ----------    ----------
           Net Cash Provided by Financing Activities               -          115,700
                                                             ----------    ----------

Cumulative Effect of Foreign Currency Translation
    Adjustment                                                  (34,771)      (37,784)
                                                             ----------    ----------

           Net (Decrease) Increase in Cash and
                     Cash Equivalents                        (3,325,229)    1,998,244

Cash and Cash Equivalents, Beginning of Year                  3,767,872     1,769,628
                                                             ----------    ----------

Cash and Cash Equivalents, End of Year                       $  442,643    $3,767,872
                                                             ==========    ==========
</TABLE>

         See accompanying notes to the Consolidated Financial Statements


<PAGE>   20
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000



Note 1:  Summary of Significant Accounting Policies

         Principles of Consolidation

         The consolidated financial statements include the accounts of Capri
         Corp. (the "Company") and its consolidated wholly-owned subsidiaries,
         after eliminating material inter-company balances and transactions. The
         consolidated subsidiaries consist of Cimnet Systems, Inc. ("Cimnet"), a
         US corporation, Cimnet Informationssysteme GmbH, a German Limited
         liability company, Cimnet Systems (I) Private Limited, an India private
         limited company, Cimnet Systems Asia Pacific Limited, a corporation
         formed in Hong Kong, Cimnet Systems BV, a corporation formed in the
         Netherlands, Cimnet Systems Pte, Ltd a corporation formed in Malaysia,
         CSI-1, LLC, a limited liability company, and CSI-2, Inc., a
         corporation, both formed in the United States.

         Management's Estimates

         The preparation of consolidated financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the consolidated financial statements and the reported
         amounts of revenues and expenses during the reporting period. Actual
         results could differ from the estimates.

         Nature of Operations

         The Company's operating subsidiaries are in the business of developing
         computer software and then licensing the rights for the use of its
         software product. In addition, the subsidiaries distribute certain
         computer hardware and provide technical support and training for their
         software product. The computer software is primarily designed for
         companies engaged in the manufacture of printed circuit boards. The
         subsidiaries grant credit to their customers who are located throughout
         the world.

         Cash and Cash Equivalents

         For purposes of the consolidated balance sheets and consolidated
         statements of cash flows, the Company considers demand deposits,
         eurodollar overnight time deposits, investments in various Federal
         government agency notes and other corporate notes having maturities of
         three months or less to be cash and cash equivalents. Cash and cash
         equivalents at June 30, 2001 and 2000 consists of approximately
         $269,000 and $3,290,000, respectively, which are held in eurodollar
         overnight time deposits, Federal government agency notes and other
         corporate notes. These amounts are recorded at amortized cost, which
         approximates market value.

         At June 30, 2001 and 2000, approximately $112,000 and $300,000 of the
         balance of cash and cash equivalents was held in foreign bank accounts.

         Trade Receivables

         An allowance for doubtful accounts is established, through a provision
         charged to expense, when management believes that the collectibility of
         an account receivable is unlikely. Allowance for doubtful accounts
         amounted to approximately $63,000 in 2001 and $45,000 in 2000.


<PAGE>   21
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000


Note 1.  Summary of Significant Accounting Policies (continued)

         Software Development Costs

         The Company accounts for its software development costs in accordance
         with Statement of Financial Accounting Standards (SFAS) No. 86,
         "Accounting for the cost of computer software to be sold, leased, or
         marketed". Initial costs are charged to operations as research and
         development until such time as the Company has established
         technological feasibility of the computer software product.
         Technological feasibility is established when a product and detail
         program design is complete, resources have been allocated to the
         project, the detail program specifications are confirmed to be
         consistent with the product design and the detail program design does
         not contain any high risk development issues. Thereafter, the Company
         capitalizes certain payroll and payroll related costs, outside
         contracted services and costs to obtain certain third-party licenses
         associated with the development of the software program.

         Amortization of capitalized costs starts when the product is available
         for general release to the public. The Company's policy is to amortize
         capitalized costs by the greater of (a) the ratio that the current
         gross revenue for a product bears to the total of current and
         anticipated future gross revenues for that product, or (b) the
         straight-line method over the remaining estimated economic life of the
         product including the period being reported upon. Unamortized software
         costs are carried at the lower of book value or the net realizable
         value, as determined by management.

         Fixed Assets, Net

         Fixed assets are stated at cost less an allowance for depreciation and
         amortization, which is computed using the straight-line method over the
         estimated useful lives of the assets as indicated in the following
         tabulation:

                                                                Years
                   Office Equipment                               5
                   Computer Hardware                              5
                   Computer Software                              4
                   Office Furniture and Fixtures                 5-7

         Revenue Recognition

         The Company recognizes revenue from software using the provisions of
         the American Institute of Certified Public Accountants (AICPA)
         Statement of Position (SOP) 97-2, "Software Revenue Recognition" and
         Statement of Position (SOP) 98-9, "Modification of SOP 97-2, Software
         Revenue Recognition, With Respect to Certain Transactions". Under these
         provisions, revenue from software sales is recognized when all of the
         following criteria are met: pervasive evidence of an arrangement
         exists, delivery of the software has occurred, the fee is fixed or
         determinable, and collectibility is probable.



<PAGE>   22
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000


Note 1.  Summary of Significant Accounting Policies (continued)

         The Company has identified the elements that may exist within a sales
         arrangement as software, software maintenance, hardware and services.
         The Company uses vendor specific objective evidence ("VSOE") to
         determine the fair value to assign to the software maintenance,
         hardware and service elements when it exists within the sales
         arrangement. VSOE is established by using the price the Company charges
         other customers when the same element is sold separately. The Company
         uses the residual method to determine the value of the sale arrangement
         to assign to the software sale. Under this method, all other elements
         within the sales arrangement are identified and valued using VSOE. The
         total of all the identified elements are pulled-out of the total sales
         arrangement value and the remaining amount is assigned to the software.

         Revenue from software sales is recognized when the software is
         delivered and has been installed onto the customer's computer. In the
         event a customer is granted a right to return the software, recognition
         of revenue is deferred until such time as the right to return expires.

         Software maintenance is charged to the customer as an annual fee, based
         on a predetermined percentage of the original software costs and is
         recognized monthly, on a straight-line basis. Maintenance is usually
         billed to the customer quarterly and continues to be provided to the
         customer for as long as they pay for the maintenance.

         Revenue from the sale of hardware and other services, such as
         installation, implementation, training or customization is recognized
         at the time the product or service is delivered.

         Income Taxes

         Income taxes are provided for the tax effects of the transactions
         reported in the consolidated financial statements, and consist of taxes
         currently due plus deferred taxes related to differences between
         financial and income tax reporting. The deferred tax assets and
         liabilities represent the future tax return consequences of those
         differences, which will either be taxable or deductible when the assets
         and liabilities are recovered or settled.

         Basic and Diluted (Loss) Earnings Per Share

         Basic (loss) earnings per share is computed by dividing (loss) income
         available to common shareholders by the weighted-average number of
         common shares outstanding. Diluted earnings per share follows the
         computation of basic earnings per share and gives effect to all
         dilutive potential common shares that were outstanding during the year.
         For the year ended June 30, 2001, outstanding common stock options of
         754,667 have been excluded from the computation as their effect would
         be anti-dilutive.



<PAGE>   23
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000


Note 1.  Summary of Significant Accounting Policies (continued)

         A reconciliation of net (loss) income and shares outstanding relating
         to the calculation of basic and diluted (loss) earnings per share
         follows:

<TABLE>
<CAPTION>
                                                                                  Weighted
                                                                                  Average
                                                                Net                Shares                   Loss
                                                                Loss             Outstanding             Per-Share
                                                             ----------          -----------             ---------
          <S>                                                <C>                 <C>                     <C>
          For the Year Ended June 30, 2001:

          Basic and Diluted (Loss) Per Share                 $ (897,003)          12,908,091              $ (0.07)
                                                             ==========           ==========              =======

<CAPTION>
                                                                                   Weighted
                                                                                    Average
                                                                Net                 Shares                Earnings
                                                               Income            Outstanding             Per-Share
                                                             ----------          -----------             ---------
          <S>                                                <C>                  <C>                    <C>
          For the Year Ended June 30, 2000:

          Basic                                              $1,088,946           12,379,109              $  0.08
                                                                                                          =======
          Effect of Dilutive Securities: Stock Options                             1,137,786
                                                             ----------           ----------
          Diluted                                            $1,088,946           13,516,895              $  0.07
                                                             ==========           ==========              =======
</TABLE>


         Foreign Currency Translation

         Assets and liabilities recorded in foreign currencies are translated at
         the exchange rate on the balance sheet date. Translation adjustments
         resulting from this process are charged or credited to other
         comprehensive income. Revenue and expenses are translated at average
         rates of exchange prevailing during the year. Gains and losses on
         foreign currency transactions are included in other expenses.

         Comprehensive Income (Loss)

         The Company has adopted SFAS 130, "Reporting Comprehensive Income"
         which establishes standards for the reporting and display of
         comprehensive net income and its components. It has, however, no impact
         on the net income or stockholders' equity as presented in the
         consolidated financial statements. The only item of comprehensive
         income (loss) that the Company currently reports is foreign currency
         translation gain (loss).




<PAGE>   24
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000


Note 1.  Summary of Significant Accounting Policies (continued)

         Recent Pronouncements

         During the second quarter of 1998, the FASB issued Statement of
         Accounting Standards No. 133, "Accounting for Derivative Instruments
         and Hedging Activities." In June 1999, the FASB issued SFAS No. 137,
         which amended SFAS No. 133 to delay its effective date by one year.
         SFAS No. 133 is effective for the company on July 1, 2000. SFAS No. 133
         requires that all derivative instruments be recorded on the
         consolidated balance sheet at their fair value. Changes in the fair
         value of derivatives will be recorded each period in earnings or other
         comprehensive income, depending on whether a derivative is designated
         as part of a hedge transaction and, if it is, the type of hedge
         transaction. In June 2000, the FASB issued SFAS No. 138, which amended
         SFAS No. 133. The Company's management has reviewed the terms of all
         material contracts and financial instruments and has determined that
         the adoption of SFAS No. 133, as amended, will have no material impact
         on its financial position or results of operations.

         In June 2001, the Financial Accounting Standards Board finalized FASB
         Statements No. 141, "Business Combinations" (SFAS 141), and No. 142,
         "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 141 requires
         the use of the purchase method of accounting and prohibits the use of
         the pooling-of-interests method of accounting for business combinations
         initiated after June 30, 2001. SFAS 141 also requires that the Company
         recognize acquired intangible assets apart from goodwill if the
         acquired intangible assets meet certain criteria. SFAS 141 applies to
         all business combinations initiated after June 30, 2001 and for
         purchase business combinations completed on or after July 1, 2001. It
         also requires, upon adoption of SFAS 142, that the Company reclassify
         the carrying amounts of intangible assets and goodwill based on the
         criteria in SFAS 141.

         SFAS 142 requires, among other things, that companies no longer
         amortize goodwill, but instead test goodwill for impairment at least
         annually. In addition, SFAS 142 requires that the Company identify
         reporting units for the purposes of assessing potential future
         impairments of goodwill, reassess the useful lives of other existing
         recognized intangible assets, and cease amorization of intangible
         assets with an indefinite useful life. An intangible asset with an
         indefinite useful life should be tested for impairment in accordance
         with the guidance in SFAS 142. SFAS 142 is required to be applied in
         fiscal years beginning after December 15, 2001 to all goodwill and
         other intangible assets recognized at that date, regardless of when
         those assets were initially recognized. SFAS 142 requires the Company
         to complete a transitional goodwill impairment test six months from the
         date of adoption. The Company is also required to reassess the useful
         lives of their intangible assets within the first interim quarter after
         adoption of SFAS 142.

         When the Company adopts these statements, it is not expected to have a
         material impact on the Company's financial statements.

         Advertising Costs

         Advertising costs are expensed as incurred and are included in selling
         and marketing expenses. Advertising expenses amounted to approximately
         $200,000 and $65,000 in 2001 and 2000, respectively.



<PAGE>   25
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000



Note 1.  Summary of Significant Accounting Policies (continued)

         Reclassifications

         Certain reclassifications of the 2000 balances have been made to
         conform to the 2001 presentation. There was no impact on net income or
         stockholders' equity.


Note 2.  Unamortized Software Development costs

         Changes in the unamortized software development costs for the years
ended June 30, 2001 and 2000 follows:

                                                            2001           2000
                                                            ----           ----

          Balance, Beginning of Year                  $  773,802       $638,288
          Current Year:
            Total Expenses                             1,171,020        622,098
            Less - Research and Development Costs        604,836        269,116
                                                      ----------       --------

            Net Costs Capitalized                        566,184        352,982
                                                      ----------       --------

          Total Amortizable Cost Available             1,339,986        991,270

          Less Current Year Amortization                 262,000        217,468
                                                      ----------       --------

          Balance, End of Year                        $1,077,986       $773,802
                                                      ==========       ========

         In management's opinion, the net realizable value of future sales
         exceeds the carrying value of the unamortized software development
         costs; therefore, no adjustment to the carrying value is required.
         Should the estimates of future gross revenues, the remaining estimated
         economic life of the product, or both be reduced significantly in the
         near term, the carrying amount of the capitalized software cost would
         be reduced accordingly.


Note 3.  Fixed Assets, Net

         Fixed assets at June 30, 2001 and 2000 are as follows:

                                                            2001           2000
                                                            ----           ----

          Office Equipment                             $ 153,629       $133,088
          Computer Hardware and Software                 804,758        534,544
          Office Furniture and Fixtures                  333,944        295,399
                                                       ---------       --------

                                                       1,292,331        963,031
          Accumulated Depreciation and Amortization     (588,213)      (380,376)
                                                       ---------       --------

                                                       $ 704,118       $582,655
                                                       =========       ========

         Depreciation and amortization expense was $207,837 and $128,139 for the
         years ended June 30, 2001 and 2000, respectively.



<PAGE>   26
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000


Note 4.  Income Taxes

         The provision for income taxes consists of the following:

                                                          2001            2000
                                                          ----            ----
          Income Tax Benefit (Expense):
            Current:
              Federal                                 $829,900      $ (860,251)
              State                                    192,200        (213,872)
              Foreign                                  (19,480)       (137,599)
            Deferred and Non-current:
              Federal                                 (253,000)        413,235
              State                                    (45,049)         82,265
                                                      --------      ----------
                                                      $704,571      $ (716,222)
                                                      ========      ==========

         In fiscal 2000, The Company was a cash basis taxpayer. In fiscal 2001,
         The Company converted to an accrual basis taxpayer.

         A reconciliation of income taxes calculated using the Federal statutory
         income tax rate of 34% to the income taxes as reported in the
         consolidated statements of operations follows:

<TABLE>
<CAPTION>
                                                   2001        % of Pretax      2000       % of Pretax
                                                  Amount          Income       Amount         Income
                                                  ------          ------       ------         ------
         <S>                                    <C>                <C>       <C>               <C>
         Income Tax Benefit (Expense) at the
             Federal Statutory Rate             $ 544,535          34.0%     $(586,557)        (34)%

           State Income Tax Benefit (Expense),
             Net of Federal Benefit                95,784           6.0        (89,584)         (5.2)

           Foreign Tax Withholding                (55,000)         (3.4)             -           -


           Difference in Foreign Tax Rates        146,871           9.2              -           -


           Change in Deferred Tax
             Valuation Allowance                  (35,000)         (2.2)       (25,000)         (1.4)

           Other, Net                               7,381           0.5        (15,081)         (0.9)
                                                ---------        -------     ---------        --------
                                                $ 704,571          44.1%     $(716,222)        (41.5)%
                                                =========        =======     =========        ==-=====
</TABLE>

         Deferred income taxes are a result of temporary timing differences
         primarily arising from the election to expense research and development
         costs for tax purposes, the differences related to the depreciation
         methods and lives used for financial reporting and income tax
         reporting, and loss valuation reserves. In fiscal 2000,timing
         differences also arose due to the Company's recognition of income and
         expense on the accrual basis for financial reporting purposes and on
         the cash basis for income tax reporting purposes. The components of The
         Company's net deferred tax liabilities at June 30, 2001 and 2000
         follows:


<PAGE>   27
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000


Note 4.  Income Taxes (continued)

<Table>
<Caption>
                                                                       2001             2000
                                                                       ----             ----
         <S>                                                      <C>            <C>
         Deferred Tax Assets:
            Capital Loss Carryover                                $   4,000      $     4,000
            Net Operating Loss                                       26,000           26,000
            Foreign Tax Credit                                       30,000
          Cash Basis Adjustments:
            Accounts Payable and Accrued Expenses                         -          277,508
            Deferred Sales                                                -          407,562
            Loss Valuation Reserve                                        -          159,645
                                                                  ---------      -----------
                                                                     60,000          874,715
                                                                  ---------      -----------
          Deferred and Non-Current Tax Liabilities:
            Capitalized R & D                                      (415,672)        (319,580)
            Change to Accrual Basis                                 (76,236)               -
            Depreciation                                            (49,628)         (41,556)
          Cash Basis Adjustments:
            Accounts Receivable                                           -         (727,830)
            Other                                                         -           (4,236)
                                                                  ---------      -----------
                                                                   (541,536)      (1,093,202)
                                                                  ---------      -----------
          Deferred Tax Valuation Allowance                          (60,000)         (25,000)
                                                                  ---------      -----------
              Net Deferred and Non Current Tax Liabilities        $(541,536)     $  (243,487)
                                                                  ==========     ============
</Table>

         At June 30, 2001 Cimnet's German subsidiary had a net operating loss
         carryover available to offset future taxable income of approximately
         $54,000. This net operating loss carryover has an indefinite carryover
         period for which the net operating loss may be utilized. Management
         believes the net operating losses may not be utilized and, accordingly,
         have provided a valuation allowance against those benefits.


Note 5.  Stockholders' Equity

         The Company's certificate of incorporation authorizes 20,000,000 shares
         of common stock and 10,000,000 shares of undesignated stock, each with
         a par value of $.01. As of June 30, 2001 and 2000, there were
         12,908,091 shares of common stock issued and outstanding. There were no
         shares of undesignated stock issued as of June 30, 2001 and 2000.




<PAGE>   28
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000



Note 6.  Operating Leases

         The Company has entered into long-term operating leases for two of its
         office facilities. Approximate minimum future lease payments under
         these leases are as follows:

                             June 30,
                             2002                $  229,015
                             2003                   196,928
                             2004                   199,882
                             2005                   202,881
                             2006                   205,902
                             Thereafter             226,401
                                                 ----------
                                                 $1,261,009
                                                 ==========

         In addition, the Company is leasing three other office facilities on a
month-to-month basis.

         Total rental expense for operating leases was approximately $227,000
         and $121,000 for the years ended June 30, 2001 and 2000 , respectively.


Note 7.  Profit Sharing Plan

         Cimnet Systems, Inc. has a qualified profit sharing retirement plan
         with a 401(k) deferred compensation provision for all of its eligible
         US employees. The Plan also provides for discretionary employer profit
         sharing contributions as determined annually by the Company's Board of
         Directors. Contributions charged to operations for the Plan amounted to
         approximately $26,600 for 2001 and $ 65,000 for 2000.


Note 8.  Other Cash Flow Information

         Income taxes paid during the years ended June 30, 2001 and 2000 were
         $650,000 and $592,760, respectively. There were no cash payments for
         interest during 2001 or 2000.


Note 9.  Common Stock Option Plan

         The Company adopted incentive and nonqualified stock option plans for
         certain directors and employees beginning on October 1, 1995. The
         incentive stock option plan is intended to qualify under Section 422 of
         the Internal Revenue Code. Under the terms of the Plan, options to
         purchase common stock are granted at prices not less than the estimated
         fair market value at the date of the grant and are exercisable during
         specified future periods.



<PAGE>   29
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000



Note 9.  Common Stock Option Plan (continued)

         A summary of the stock option plan transactions is as follows:

<Table>
<Caption>
                                                                Price per Share
                                                                ---------------
                                               Number                        Weighted
                                             of Shares         Range          Average

          <S>                                <C>            <C>              <C>
          Balance June 30, 1999                760,834      $0.04-0.60       $ 0.1761
            Granted                            576,667            0.60         0.6000
            Exercised                         (622,834)      0.04-0.60         0.1858
            Cancelled or Expired                     -               -              -
                                             ---------
          Balance June 30, 2000                714,667       0.04-0.60         0.5097

            Granted                             40,000            1.00          1.000
            Exercised                                -
                                             ---------
          Balance June 30, 2001                754,667      $0.35-1.00       $ 0.5357
                                             =========      ==========       ========
</Table>

         The following table summarizes information about the stock options
         outstanding at June 30, 2001:

<Table>
<Caption>
                                                Outstanding Options                        Exercisable Options
                   Range of           Number      Remaining Life      Weighted          Number          Weighted
                Exercise Prices      of Shares      (in years)      Average Price      of Shares      Average Price
                ---------------      ---------      ----------      -------------      ---------      -------------
                <S>                  <C>        <C>                 <C>                <C>            <C>
                     $0.35            258,000          1.50            $ 0.35           195,000          $ 0.35
                     0.600            456,667          3.31              0.60           136,667            0.60
                      1.00             40,000           4.0              1.00               -0-             -0-
</Table>

         The Company follows Accounting Principles Board Opinion No. 25,
         "Accounting for Stock Issued to Employees" to account for the stock
         option plan. Accordingly, compensation costs are not recorded in the
         financial statements when stock options are granted to employees since
         the exercise price of the options are not less than the estimated fair
         market value of the stock when the options are granted.

         An alternative method of accounting for stock options is Statement of
         Financial Accounting Standards (SFAS) No. 123, "Accounting for
         Stock-Based Compensation". Under SFAS 123, employee stock options are
         valued at the grant date using the Black-Scholes valuation model and
         the value of the stock options are recognized ratably over the vesting
         period as compensation cost. Pro forma information follows to reflect
         the effect this method would have on net income and earnings per share
         had SFAS 123 been adopted. The values of stock options granted in both
         years were estimated using the assumptions of an expected life of five
         years, no dividends, volatility of 85 % in 2001 and 30 % in 2000 and a
         risk free interest rate of 6.1% in 2001 and 9.0 % in 2000.


<PAGE>   30
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000



Note 9.  Common Stock Option Plan (continued)

                                                        2001              2000
                                                        ----              ----
          Net (Loss) Income:
            As Reported                            $(897,003)       $1,088,946
            ProForma                               $(922,603)       $  985,946

          Basic (Loss) Earnings Per Share:
            As Reported                            $   (0.07)       $     0.08
            ProForma                               $   (0.07)       $     0.08

          Diluted (Loss) Earnings Per Shares:
            As Reported                            $   (0.07)       $     0.07
            ProForma                               $   (0.07)       $     0.07

         The weighted average fair value of options granted during 2001 and 2000
         was approximately $0.71 and $0.18 per share, respectively.


Note 10. Available Line of Credit

         On October 30, 2000, the Company renewed its revolving credit agreement
         with American National Bank and Trust Company of Chicago, dated October
         30, 1999, which provides an open line of credit of up to five hundred
         thousand dollars ($500,000). This line of credit, which expires on
         October 31, 2001, provides for interest at one percent over the
         published prime rate of the bank on funds used, and is secured by the
         assets, (excluding intellectual property), of the Company and its
         domestic subsidiary. No amounts were due under this agreement at June
         30, 2001 or 2000. At June 30, 2001, the Company was in violation of a
         covenant under this agreement. At that date, there was no outstanding
         revolving credit debt that would have to be reclassified. Accordingly,
         no waiver was requested from the lender with respect to this covenant.

         As of June 30, 2001 the Company has utilized $80,000 of the line in the
         form of an irrevocable letter of credit issued as security against
         renovations to the Company's new headquarters location. Assuming no
         events of default in the lease occur, the letter automatically reduces
         by $40,000 every six months, and fully expires in 2002.


Note 11. Operating Segments and Enterprise-Wide Information

         The Company has adopted Statement of Financial Accounting Standards
         (SFAS) No. 131, "Disclosures about Segments of an Enterprise and
         Related Information". The Company's chief operating decision-makers
         recognize that all revenue sources are dependent on the sale of its
         software product, Paradigm(R). Accordingly, the Company considers it
         has only one business segment.



<PAGE>   31
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000



Note 11. Operating Segments and Enterprise-Wide Information(continued)

         The Company does however operate in multiple, geographic areas. Net
         revenue, by geographic areas follows:

                                                       2001               2000
                                                       ----               ----

          U. S.                                  $2,920,073         $3,361,357
          Europe                                  1,503,890          1,998,091
          Asia                                    1,166,120          1,978,777
          Other Countries                           112,217            236,935
                                                 ----------         ----------
                                                 $5,702,300         $7,575,160
                                                 ==========         ==========


         During the year ended June 30, 2001, one customer accounted for sales
         of approximately $1,294,600. At June 30, 2001, the accounts receivable
         balance for this customer was approximately $ 603,000.

         During the year ended June 30, 2000, two (2) customers accounted for
         sales of approximately $2,900,000 and the accounts receivable balance
         for these customers was approximately $109,000 at June 30, 2000.

         The sale of an extensive software system to a specific customer
         generally is nonrecurring and, accordingly, management does not believe
         that the Company is dependent on any one customer.


Note 12. Transactions with InterConexus.com, Inc.

         In March 2000 the Company formed a wholly owned subsidiary,
         InterConexus.com, Inc. ("ICC"). At the same time, the Company sought to
         register the ICC securities as a small business issuer under the
         provisions of section 12(g) of the Securities Exchange Act of 1934. The
         registration was approved and became effective on May 31, 2000. On May
         18, 2000 the Company declared a distribution of all the issued and
         outstanding shares of ICC common stock to the Company's shareholders of
         record on May 30, 2000, payable on June 1, 2000, through a taxable
         spin-off. The distribution was on the basis of one share of ICC for
         each share of the Company's common stock held of record on the record
         date.

         During the year ended June 30, 2000, Capri invested $11,291 in ICC and
         received 12,908,091 shares of ICC common stock with a par value $.0001.

         At the spin-off date, the Board of Directors declared the dividend
         value to be $.0001 per share. Accordingly, the Company recorded a
         charge to operations of $10,000 to adjust its investment to the value
         of the declared dividend of $1,291.



<PAGE>   32
                          Capri Corp. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             June 30, 2001 and 2000



Note 12. Transactions with InterConexus.com, Inc.(continued)

         Related Party Transactions with ICC

         The Company and ICC have common members of their respective Board of
         Directors.

         For the purpose of governing certain ongoing relationships between the
         Company and ICC after the spin-off, Cimnet and ICC entered into a
         services agreement and adopted certain policies with respect to the
         following:

         Cimnet and ICC entered into a Services Agreement whereby Cimnet may
         provide certain services to ICC on an as-needed basis, at cost. The
         services provided under this agreement include accounting services,
         computer services, insurance coverage, payroll processing services and
         management of employee benefits programs, or any other similar services
         that ICC may require. ICC, at their discretion, may obtain these
         services from unrelated third parties.

         Cimnet shares office space with ICC and allocates to ICC its pro rata
         share of rent, common area maintenance charges and other costs and
         expenses under Cimnet's lease for that office space based upon the
         square footage of the shared office space occupied by ICC.

         During the year ended June 30, 2000, Cimnet billed ICC $434,672 for
         direct, reimbursable expenses and services incurred on behalf of ICC.
         During the year ended June 30, 2001 Cimnet billed ICC an additional
         $202,109 for services provided and funds advanced under this agreement.
         ICC was in the development stages of its operations. Accordingly, the
         Company has recorded a reserve against those billings, through a charge
         to operations, in the amount of $202,109 and $386,550 in 2001 and 2000
         respectively. This charge is reflected in other expenses in the
         accompanying consolidated statement of operations. At June 30, 2001 the
         total amount charged to operations since ICC's inception was $588,659,
         representing the net amount ICC owes Cimnet.

         In 2001, ICC deregistered its stock and entered into an agreement to
         form a new entity and potentially sell substantially all its assets in
         exchange for restricted stock in the new entity. There is no market for
         these restricted shares and the company believes there will not be a
         market for these shares in the foreseeable future. In the opinion of
         company management, in the event this asset sale were not to take
         place, no other viable operating alternatives exist. Therefore, no cash
         or any other form of liquidity is available to ICC whether or not such
         sale is consummated. Accordingly, company management believes that ICC
         will be unable to repay the debt it owes the company and therefore, as
         of June 30, 2001, has written the receivable from ICC off its books as
         a charge against the above-described reserve.

         On August 29, 2001, ICC finalized the sale of its assets and received
         the restricted shares as described above. Following that closing, ICC
         had no operating capacity. The company has agreed to provide office
         space and certain other limited services to the new entity and to be
         reimbursed by that entity for those costs.


<PAGE>   33

                                    PART III

                                INDEX TO EXHIBITS

EXHIBIT NO.                        DESCRIPTION
-----------                        -----------
   2.1    Articles of Incorporation of Capri Corp. [Incorporated by reference to
          Exhibit (2)(a) to the Company's Form 1-A (SEC File No. 24-C-4467)]
   2.2    Bylaws of Capri Corp. [Incorporated by reference to Exhibit (2)(b) to
          the Company's Form 1-A (SEC File No. 24-C-4467)]
   3.1    Specimen Certificate for Common Stock [Incorporated by reference to
          Exhibit (3) to the Company's Form 1-A (SEC File No. 24-C-4467)]
   6.1    Stock Option Plan of Capri Corp. [Incorporated by reference to Exhibit
          6.1 to the Company's Registration Statement on Form 10-SB (SEC File
          No. 0-28511)]
   6.2    Mehul J. Dave Employment Agreement [Incorporated by reference to
          Exhibit 6.2 to the Company's Registration Statement on Form 10-SB (SEC
          File No. 0-28511)]
   6.3    P. Balasubramanian Employment Agreement [Incorporated by reference to
          Exhibit 6.3 to the Company's Registration Statement on Form 10-SB (SEC
          File No. 0-28511)]
   6.4    David L. Harris Employment Agreement [Incorporated by reference to
          Exhibit 6.4 to the Company's Registration Statement on Form 10-SB (SEC
          File No. 0-28511)]
   6.5    Schedule A to Mehul J. Dave Employment Agreement [Incorporated by
          reference to Exhibit 6.5 to the Company's Annual Report on Form 10-KSB
          for the fiscal year ended June 30, 2000 (SEC File No. 0-28511)]
   6.6    Schedule A to P Balasubramanian Employment [Incorporated by reference
          to Exhibit 6.6 to the Company's Annual Report on Form 10-KSB for the
          fiscal year ended June 30, 2000 (SEC File No. 0-28511)]
   6.7    Promissory Note (Secured) by and among American National Bank and
          Trust of Chicago, Capri Corp. and Cimnet dated October 30, 1999
          [Incorporated by reference to Exhibit 6.5 to the Company's
          Registration Statement on Form 10-SB (SEC File No. 0-28511)]
   6.8    Amendment to Stock Option Plan of Capri Corp. [Incorporated by
          reference to Exhibit 6.6 to the Company's Registration Statement on
          Form 10-SB (SEC File No. 0-28511)]
  21.1    Subsidiaries of the Registrant
  24.1    Power of Attorney



                                       14
<PAGE>   34


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Dated:  September 25, 2001           CAPRI CORP.

                                     By:  /s/ Mehul J. Dave
                                         ----------------------------------
                                         Name:  Mehul J. Dave
                                         Title: Chairman of the Board, President
                                                and Chief Executive Officer


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the date indicated.

<TABLE>
<CAPTION>

   SIGNATURE                              TITLE                                        DATE
   ---------                              -----                                        ----
<S>                          <C>                                                 <C>
Mehul J. Dave*               Director, Chairman of the Board, President and      September 25, 2001
                             Chief Executive Officer (Principal Executive,
                             Financial and Accounting Officer)

P. Balasubramanian*          Director, Executive Vice President, Secretary       September 25, 2001
                             and Treasurer

Robert W. Heller*            Director                                            September 25, 2001

Thomas Mueller*              Director                                            September 25, 2001

Jason W. Levin*              Director                                            September 25, 2001

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

*By:  /s/ Mehul J. Dave      Individually and as Attorney-in-Fact                September 25, 2001
    --------------------
    Name: Mehul J. Dave
</TABLE>


                                       15