<PAGE>

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-Q

[X]Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934

  For the quarterly period ended June 30, 2001 or

[_]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934

                        Commission File Number 000-21755

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

                           iGATE CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

              PENNSYLVANIA                             25-1802235
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

       10 Foster Plaza, 5th Floor
           680 Andersen Drive
             Pittsburgh, PA                              15220
     (Address of Principal Offices)                    (Zip Code)

       Registrant's telephone number, including area code: (412) 503-4450

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes [X]    No [_]

   The number of shares of the registrant's Common Stock, par value $0.01 per
share, outstanding as of July 31, 2001 was 51,443,955.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                           iGATE CAPITAL CORPORATION

                         QUARTERLY REPORT ON FORM 10-Q
                      FOR THE QUARTER ENDED JUNE 30, 2001

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>      <S>                                                               <C>
 Part I.  Financial Information..........................................     2

 Item 1.  Condensed Consolidated Financial Statements:

      (a) Unaudited Condensed Consolidated Statements of Operations for
          the Three- and Six-Month Periods Ended June 30, 2001 and 2000..     2

      (b) Condensed Consolidated Balance Sheets as of June 30, 2001
          (unaudited) and December 31, 2000..............................     3

      (c) Unaudited Consolidated Statement of Shareholders' Equity and
          Comprehensive Income for the Six-Month Period Ended June 30,
          2001...........................................................     4

      (d) Unaudited Condensed Consolidated Statements of Cash Flows for
          the Six-Month Periods Ended June 30, 2001 and 2000.............     5

      (e) Notes to Unaudited Condensed Consolidated Financial
          Statements.....................................................     6

      (f) Report of Independent Public Accountants.......................    14

          Management's Discussion and Analysis of Financial Condition and
 Item 2.  Results of Operations..........................................    15

 Item 3.  Quantitative and Qualitative Disclosure About Market Risk......    22

 Part II. Other Information..............................................    22

 Item 1.  Legal Proceedings..............................................    22

 Item 4.  Submission of Matters to a Vote of Security Holders............    22

 Item 6.  Exhibits and Reports on Form 8-K...............................    22

          Signatures.....................................................    23
</TABLE>
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(a)
                           iGATE CAPITAL CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (Dollars in thousands, except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                          Three Months      Six Months Ended
                                         Ended June 30,         June 30,
                                        ------------------  ------------------
                                          2001      2000      2001      2000
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>
Revenues............................... $110,404  $118,894  $229,872  $228,985
Cost of revenues.......................   70,760    78,130   145,881   153,603
                                        --------  --------  --------  --------
  Gross profit.........................   39,644    40,764    83,991    75,382
Selling, general and administrative....   40,654    45,441    86,461    84,796
                                        --------  --------  --------  --------
  Loss from operations.................   (1,010)   (4,677)   (2,470)   (9,414)
Other income (expense), net............    1,160    (2,455)   (2,202)   (2,975)
Equity in losses of affiliated
 companies.............................   (1,046)   (3,298)   (5,328)   (4,958)
Minority interest......................     (163)      504      (634)      725
Gain on issuance of stock of
 subsidiary............................      --     26,853       --     26,853
Gain on sale of investments, net.......    6,071       --     17,277       --
                                        --------  --------  --------  --------
  Income before income taxes...........    5,012    16,927     6,643    10,231
Income tax provision...................    2,005     6,770     2,656     4,092
                                        --------  --------  --------  --------
  Income before cumulative effect of
   change in accounting principle......    3,007    10,157     3,987     6,139
Cumulative effect of change in
 accounting principle,
 net of tax of $592....................      --        --        887       --
                                        --------  --------  --------  --------
  Net income........................... $  3,007  $ 10,157  $  4,874  $  6,139
                                        ========  ========  ========  ========
Net income per common share, basic:
  Income before cumulative effect of
   change in accounting principle...... $   0.06  $   0.20  $   0.08  $   0.12
  Cumulative effect of change in
   accounting principle,
   net of tax..........................      --        --       0.02       --
                                        --------  --------  --------  --------
Net income per common share, basic..... $   0.06  $   0.20  $   0.10  $   0.12
                                        ========  ========  ========  ========
Net income per common share, diluted:
  Income before cumulative effect of
   change in accounting principle...... $   0.06  $   0.20  $   0.08  $   0.12
  Cumulative effect of change in
   accounting principle,
   net of tax..........................      --        --       0.02  $    --
                                        --------  --------  --------  --------
Net income per common share, diluted... $   0.06  $   0.20  $   0.10  $   0.12
                                        ========  ========  ========  ========
</TABLE>

  The accompanying notes are an integral part of these Condensed Consolidated
                             Financial Statements.

                                       2
<PAGE>

(b)
                           iGATE CAPITAL CORPORATION

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                         June 30,   December 31,
                                                           2001         2000
                                                        ----------- ------------
                                                        (Unaudited)  (Audited*)
<S>                                                     <C>         <C>
                        ASSETS
Current assets:
  Cash and cash equivalents............................  $ 23,160     $ 22,773
  Investments..........................................    11,779       17,660
  Restricted investments...............................    25,500       25,000
  Accounts receivable, net.............................    95,269      118,858
  Prepaid and other assets.............................    20,135       36,318
  Deferred income taxes................................     8,102        6,006
                                                         --------     --------
    Total current assets...............................   183,945      226,615
Investments in unconsolidated affiliates...............    33,796       61,120
Property and equipment, net............................    24,477       23,678
Intangible assets, net.................................    62,080       52,738
                                                         --------     --------
    Total assets.......................................  $304,298     $364,151
                                                         ========     ========
         LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Revolving credit facility............................  $    --      $ 44,695
  Accounts payable.....................................    15,227       17,724
  Accrued payroll and related costs....................    27,868       29,646
  Other accrued liabilities............................    16,768       13,885
                                                         --------     --------
    Total current liabilities..........................    59,863      105,950
  Convertible promissory note..........................    20,000       20,000
  Other long-term liabilities..........................     2,939          659
  Deferred income taxes................................    13,344       20,021
  Minority interest....................................     7,425        6,934
                                                         --------     --------
    Total liabilities..................................   103,571      153,564
                                                         --------     --------
Shareholders' equity:
  Preferred Stock, without par value...................       --           --
  Common Stock, par value $0.01 per share..............       524          522
  Additional paid-in capital...........................   142,985      142,706
  Retained earnings....................................    78,373       73,499
  Deferred compensation................................      (255)         --
  Common Stock held in treasury, at cost...............   (14,095)     (14,095)
  Accumulated other comprehensive income (loss)........    (6,805)       7,955
                                                         --------     --------
    Total shareholders' equity.........................   200,727      210,587
                                                         --------     --------
    Total liabilities and shareholders' equity.........  $304,298     $364,151
                                                         ========     ========
</TABLE>
--------
* Condensed from audited Consolidated Financial Statements.

  The accompanying notes are an integral part of these Condensed Consolidated
                             Financial Statements.

                                       3
<PAGE>

(c)

                           iGATE CAPITAL CORPORATION

    CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                         SIX MONTHS ENDED JUNE 30, 2001
                             (Dollars in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                           Total
                     Common Stock                                                         Accumulated  Shareholders'
                   ---------------- Series A  Additional                                     Other      Equity and
                               Par  Preferred  Paid-in   Retained   Deferred   Treasury  Comprehensive Comprehensive Comprehensive
                     Shares   Value  Shares    Capital   Earnings Compensation  Shares   Income (Loss) Income (Loss) Income (Loss)
                   ---------- ----- --------- ---------- -------- ------------ --------  ------------- ------------- -------------
<S>                <C>        <C>   <C>       <C>        <C>      <C>          <C>       <C>           <C>           <C>
Balance, December
 31, 2000........  52,107,455 $522       1     $142,706  $73,499     $   0     $(14,095)   $  7,955      $210,587
Restricted stock
 award...........     150,000    2     --           279      --       (281)         --          --            --
Amortization of
 deferred
 compensation....         --   --      --           --       --         26          --          --             26
Comprehensive
 income:
 Change in
  unrealized gain
  (loss) on
  investments....         --   --      --           --       --        --           --      (13,752)      (13,752)     $(13,752)
 Currency
  translation
  adjustment.....         --   --      --           --       --        --           --       (1,008)       (1,008)       (1,008)
 Net income......         --   --      --           --     4,874       --           --          --          4,874         4,874
                   ---------- ----     ---     --------  -------     -----     --------    --------      --------      --------
Balance, June 30,
 2001............  52,257,455 $524       1     $142,985  $78,373     $(255)    $(14,095)   $ (6,805)     $200,727      $ (9,886)
                   ========== ====     ===     ========  =======     =====     ========    ========      ========      ========
</TABLE>


  The accompanying notes are an integral part of these Condensed Consolidated
                             Financial Statements.

                                       4
<PAGE>

(d)

                           iGATE CAPITAL CORPORATION

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                             Six Months Ended
                                                                 June 30,
                                                             ------------------
                                                               2001      2000
                                                             --------  --------
<S>                                                          <C>       <C>
Cash Flows From Operating Activities:
Operations:
Net income.................................................  $  4,874  $  6,139
Adjustments to reconcile net income to cash provided by
 operations:
  Depreciation and amortization............................     6,290     5,402
  Gain on issuance of stock by subsidiary..................       --    (26,853)
  Gain on sale of investments, net.........................   (17,277)      --
  Loss on impairment of property and equipment.............     1,048       --
  Allowance for uncollectible accounts.....................       331       929
  Deferred income taxes, net...............................    (8,773)    6,610
  Equity in losses of affiliated companies.................     5,328     4,958
  Minority interest........................................       634      (725)
  Amortization of deferred compensation....................        26       --
  Deferred revenue.........................................       930      (422)
Working capital items:
  Accounts receivable and unbilled receivables.............    23,258   (17,721)
  Prepaid and other assets.................................    16,183   (16,813)
  Accounts payable.........................................    (2,497)    2,135
  Accrued and other current liabilities....................     1,107     2,565
                                                             --------  --------
    Net cash flows provided (used) by operating
     activities............................................    31,462   (33,796)
                                                             --------  --------
Cash Flows From Investing Activities:
Additions to property and equipment, net...................    (6,478)   (5,558)
Sales (purchases) of short-term investments, net...........     5,327    (4,855)
Acquisitions, net of cash acquired.........................       --     (8,133)
Contingent consideration...................................   (11,003)   (2,220)
Investments in unconsolidated affiliates...................       --    (38,631)
Proceeds from sale of investments in unconsolidated
 affiliates................................................    13,589       --
Other investments..........................................    11,693       --
                                                             --------  --------
    Net cash flows provided (used) by investing
     activities............................................    13,128   (59,397)
                                                             --------  --------
Cash Flows From Financing Activities:
Net borrowings (repayments) on credit facilities...........   (44,695)   57,503
Net proceeds from issuance of promissory note and warrant..     1,500       --
Net proceeds from exercise of stock options................       --      8,637
Proceeds from issuance of stock by subsidiary, net of
 offering costs............................................       --     30,979
                                                             --------  --------
    Net cash flows provided (used) by financing
     activities............................................   (43,195)   97,119
                                                             --------  --------
Effect of currency translation.............................    (1,008)     (377)
                                                             --------  --------
Net change in cash and cash equivalents....................       387     3,549
Cash and cash equivalents, beginning of period.............    22,773    23,596
                                                             --------  --------
Cash and cash equivalents, end of period...................  $ 23,160  $ 27,145
                                                             ========  ========
</TABLE>

  The accompanying notes are an integral part of these Condensed Consolidated
                             Financial Statements.

                                       5
<PAGE>

(e) NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

   The Unaudited Condensed Consolidated Financial Statements included herein
have been prepared by iGate Capital Corporation (the "Company") in accordance
with generally accepted accounting principles for interim financial information
and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as
amended. The accompanying Unaudited Condensed Consolidated Financial Statements
as of and for the three- and six-month periods ended June 30, 2001 should be
read in conjunction with the Company's Consolidated Financial Statements (and
notes thereto) included in the Company's Annual Report filed on Form 10-K for
the year ended December 31, 2000, as amended (the "2000 Form 10-K").
Accordingly, the accompanying Unaudited Condensed Consolidated Financial
Statements do not include all of the information and notes required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of the Company's management, all
adjustments considered necessary for a fair presentation of the accompanying
Unaudited Condensed Consolidated Financial Statements have been included, and
all adjustments unless otherwise discussed in the Notes to the Unaudited
Condensed Consolidated Financial Statements are of a normal and recurring
nature. The information contained herein is not a comprehensive management
overview and analysis of the financial condition and results of operations of
the Company, but rather updates disclosures made in the 2000 Form 10-K. All
significant intercompany accounts and transactions have been eliminated in
consolidation. Operating results for the three-and six-month periods ended June
30, 2001 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2001.

   The use of accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

   Certain reclassifications have been made to the Unaudited Condensed
Consolidated Financial Statements as of December 31, 2000 and for the three-
and six-month periods ended June 30, 2000 to conform with the current period
presentation. The reclassifications include changes to consolidate an
investment in which the Company had acquired a controlling interest, which had
previously been accounted for under the equity method of accounting.

2. Change in Accounting Principle

   The Company adopted Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133")
effective January 1, 2001. SFAS 133 establishes accounting and reporting
standards requiring that all derivative instruments (including certain
derivative instruments embedded in other contracts) be recorded on the balance
sheet as either an asset or a liability measured at their fair value. SFAS 133
requires that changes in a derivative's fair value be recognized currently in
earnings unless specific hedge criteria are met.

   The Company uses foreign exchange contracts to reduce its foreign exchange
exposure on certain intercompany debt. In addition, the Company holds warrants
to purchase common stock in a publicly-held company. The adoption of SFAS 133
resulted in the recording of $1.5 million of current assets, and a gain of $0.8
million, net of tax, from the cumulative effect of the change in accounting
principle. At June 30, 2001, the Company had net derivative assets of $0.4
million. The change in the value of net derivative assets was $0.4 million
income and a $1.1 million loss for the quarter and six-month periods,
respectively, ended June 30, 2001, and was recorded as other income (expense)
on the Consolidated Statement of Operations.

                                       6
<PAGE>

3. Investments

   The Company accounts for its investments in marketable securities in
accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" ("SFAS
115"). The Company has determined that certain of its investments in marketable
securities are to be classified as available-for-sale and recorded at fair
value. These investments are carried at market value, with the unrealized gains
or losses, net of tax, reported as a component of comprehensive income in the
Consolidated Statement of Shareholders' Equity and Comprehensive Income.
Realized gains or losses on securities sold are calculated using the specific
identification method.

   The Company accounts for investments in businesses in which it owns between
20% and 50% of equity or otherwise acquires management influence using the
equity method of accounting as prescribed by Accounting Principles Board
Opinion No. 18, "The Equity Method of Accounting for Investments in Common
Stock." Investments in which the Company acquires less than a 20% interest, or
in which the Company does not acquire management influence are accounted for
using the cost method of accounting, or, if publicly traded, as available-for-
sale securities. The Company's proportionate share of investment income or loss
in affiliates accounted for under the equity method is recorded as part of non-
operating income.

   There were no dividends declared for any of the three- or six-month periods
ended June 30, 2001 and 2000.

   During the third quarter of 2000, the Company acquired a controlling
interest in Symphoni Interactive, LLC ("Symphoni"). As a result of this step
acquisition, the Company's operating results and financial position have been
restated for the three- and six-month periods ended June 30, 2000 to
consolidate Symphoni, with no change in net income for these periods. The
Company's investment in Symphoni had previously been accounted for under the
equity method of accounting.

   On February 28, 2001, the Company sold its approximate 50% interest in
Planning Technologies, Inc. ("PTI") to Red Hat, Inc. ("Red Hat") in exchange
for approximately 3.2 million shares of Red Hat's Common Stock. As part of the
agreement, approximately 10% of the Red Hat shares are held in escrow. From
January through February 28, 2001, the Company recorded its share of PTI's loss
in accordance with equity accounting rules. Upon the closing of the sale, the
Company accounted for its investment in Red Hat Common Stock in accordance with
SFAS 115. The Company recorded a gain of approximately $16.7 million pursuant
to the transaction. The Company's portion of the proceeds on the sale was
calculated based upon Red Hat's closing price on February 23, 2001 of $6.4375.
The gain recorded is included as part of "Gain on sale of investments, net" on
the Condensed Consolidated Statement of Operations.

   In March 2001, the Company's subsidiary Highgate Ventures I, LP ("Highgate")
recorded losses in its investments in Bluewater Information Convergence, Inc.
("Bluewater") and Xpede, Inc. ("Xpede"). Highgate owned 926,859 shares of
Series A Convertible Preferred Stock of Bluewater with a cost of $3.0 million,
and 800,000 shares of Series B Convertible Preferred Stock in Xpede with a cost
of $2.0 million. In addition, Highgate held a $0.5 million, 10% Convertible
Promissory Note from Bluewater that was due to mature on September 12, 2001.
Highgate does not anticipate realizing any value from these investments, and,
accordingly, has recorded losses totaling $5.5 million on the impairment of its
investments in Bluewater and Xpede. Additional impairment losses totaling $0.1
million were recorded in the second quarter of 2001 to record a decline in
market value of the Company's investment in eNDP, Inc. These impairments are
included as part of "Gain on sale of investments, net" on the Condensed
Consolidated Statement of Operations.

   On June 20, 2001, the Company sold its 50% ownership interest in iProcess,
LLC ("iProcess") to GE India Ventures, Inc. for $4.3 million. The Company
recognized a gain of $1.9 million pursuant to this transaction. The gain
recorded is included as part of "Equity in losses of affiliated companies" on
the Condensed Consolidated Statement of Operations.

   The Company recorded a $6.5 million gain on the sale of 300,000 shares of
Speechworks Common Stock, and a $0.6 million loss of the sale of 295,000 shares
of Red Hat Common Stock. The gain and loss,

                                       7
<PAGE>

respectively, are included as part of "Gain on sale of investments, net" on the
Condensed Consolidated Statement of Operations.

4. Earnings Per Share

   The following table sets forth the computation of basic and diluted earnings
per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                 Three Months     Six Months
                                                Ended June 30,  Ended June 30,
                                                --------------- ---------------
                                                 2001    2000    2001    2000
                                                ------- ------- ------- -------
<S>                                             <C>     <C>     <C>     <C>
Basic earnings per share:
  Income before cumulative change in accounting
   principle................................... $ 3,007 $10,157 $ 3,987 $ 6,139
  Cumulative effect of change in accounting
   principle...................................     --      --      887     --
                                                ------- ------- ------- -------
  Net income ..................................   3,007  10,157   4,874   6,139
                                                ------- ------- ------- -------
Divided by:
  Weighted average common shares...............  51,407  50,370  51,332  50,160
                                                ------- ------- ------- -------
Basic earnings per share....................... $  0.06 $  0.20 $  0.10 $  0.12
                                                ======= ======= ======= =======
Diluted earnings per share:
  Income before cumulative change in accounting
   principle................................... $ 3,007 $10,157 $ 3,987 $ 6,139
  Cumulative effect of change in accounting
   principle...................................     --      --      887     --
                                                ------- ------- ------- -------
  Net income ..................................   3,007  10,157   4,874   6,139
                                                ------- ------- ------- -------
Divided by the sum of:
  Weighted average common shares...............  51,407  50,370  51,332  50,160
  Dilutive effect of common stock equivalents..       1     820       1   1,200
                                                ------- ------- ------- -------
  Diluted average common shares................  51,408  51,190  51,333  51,360
                                                ------- ------- ------- -------
Diluted earnings per share..................... $  0.06 $  0.20 $  0.10 $  0.12
                                                ======= ======= ======= =======
</TABLE>
--------

   Earnings per share ("EPS") for all periods presented were computed in
accordance with the provisions of Statement of Financial Accounting Standards
No. 128, "Earnings Per Share." 1,387,000 Shares reserved for issuance upon
conversion of a convertible promissory note were excluded from the computation
of diluted EPS because their effect would be antidilutive. Options to purchase
3,153,000 were excluded from the calculation of diluted EPS for the three- and
six-month periods ended June 30, 2001 because their exercise prices were above
the average market prices for the applicable periods.

5. Segment Information

   In accordance with Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
management has reevaluated the way the Company is to be managed, beginning in
the third quarter of 2000. As a result, the existing operating units of the
Company were recast into seven reportable operating segments, which have been
defined by management based primarily on the scope of services offered by each
segment. Accordingly, the segment information for the three- and six-month
periods ended June 30, 2000 has been restated for comparative purposes.

   The Company's seven reporting segments are as follows:

 Emplifi

   The Emplifi segment consists of Emplifi, Inc., a wholly-owned subsidiary of
the Company. Emplifi provides custom application development and design
services and package implementation and application support. Emplifi's
capabilities include client-directed software design and customization; web-
focused strategic consulting; domain expertise in a variety of industries; and
enterprise application integration services. Most of Emplifi's client
engagements involve the development of customized software solutions.

                                       8
<PAGE>

   Emplifi markets its services to application development managers and
information technology directors within prospective client companies. Emplifi
also responds to requests for proposals for preferred vendor status to win
long-term engagement relationships. Emplifi typically enters into an initial
client contract with a relatively short duration. This contract is often
extended, and the average duration of a client project is approximately nine to
ten months. Emplifi's contracts generally provide for payment on a time-and-
materials basis, based on the number of consultant hours worked on the project.
Clients typically have the right to cancel contracts with minimal notice.

   Emplifi serves large and medium-sized client organizations in a wide variety
of industries. During the three- and six-month periods ended June 30, 2001,
Emplifi did not have a client that accounted for more than 10% of revenues.

   Emplifi is headquartered in Pittsburgh, Pennsylvania, and maintains offices
in San Francisco, California; Dallas, Texas; and Raleigh, North Carolina.
Emplifi has approximately 1,000 employees.

 Mascot

   The Mascot segment consists of Mascot Systems Ltd. ("Mascot Systems"), the
Company's majority-owned Indian subsidiary. Mascot Systems effected an initial
public offering of its Common Stock on three stock exchanges in India in June
2000. Mascot provides custom and package application development, application
maintenance outsourcing, business intelligence services, and application re-
engineering. Mascot utilizes an Offshore Development Center ("ODC") model,
which offers clients certain advantages compared to domestic development,
including significant cost savings and faster "around the clock" delivery.
Mascot provides many of its service offerings through its ODCs in Bangalore,
Pune, and Chennai, India.

   Mascot's service offerings include custom application development utilizing
newer technologies (such as BEA, Versata, ATG, etc.) to convert legacy systems
to an Internet-based platform, application maintenance, business intelligence,
and application reengineering and conversion.

   Mascot markets its services to chief financial officers and chief
information officers within prospective client companies. Mascot typically
enters into an initial client contract with an average duration of
approximately nine to ten months. Mascot's fixed price contracts generally
provide for payment based upon deliverables and project milestones reached.
Mascot's other contracts provide for payment on a time-and-materials basis,
based on the number of consultant hours worked on the project. Clients
typically have the right to cancel contracts with minimal notice. Contracts
with deliverables or project milestones can provide for certain penalties if
the deliverables or project milestones are not met within a contract timeline.

   Mascot serves large and medium-sized client organizations in a wide variety
of industries. Mascot is a Global Preferred Partner of General Electric
Company. Sales to General Electric Company accounted for approximately 48% and
51% of Mascot's revenues for the three- and six-month periods ended June 30,
2001, respectively. Sales to Agilent Technologies accounted for approximately
10% of Mascot's revenues for the six-month period ended June 30, 2001.

   Mascot is headquartered in Bangalore, India and has offices in the Indian
cities of Chennai, Pune, and Mumbai. Mascot's U.S. headquarters is in
Pittsburgh, Pennsylvania. Mascot also has offices in Singapore, the
Netherlands, England, Japan, Sweden and Canada. Mascot has approximately 1,800
employees worldwide.

 eJiva

   The eJiva segment consists of eJiva, Inc., a wholly-owned subsidiary of the
Company. eJiva provides custom enterprise application implementation, customer
relationship management applications implementation, supply chain management
applications implementation and business process consulting. eJiva's
capabilities include software design and customization; strategic consulting;
domain expertise in a variety of industries; and enterprise application
integration services. Most of eJiva's client engagements involve the
development of customized software solutions.

                                       9
<PAGE>

   eJiva markets its services to information technology directors and chief
information officers within prospective client companies. eJiva typically
enters into an initial client contract with an average duration of
approximately nine to ten months. eJiva's fixed price contracts generally
provide for payment based upon deliverables and project milestones reached.
Some of eJiva's contracts provide for payment on a time-and-materials basis,
based on the number of consultant hours worked on the project. Clients
typically have the right to cancel contracts with minimal notice.

   eJiva serves large and medium-sized client organizations in a wide variety
of industries. Revenues from General Electric Company accounted for
approximately 22% of eJiva's revenues for both the three- and six-month periods
ended June 30, 2001.

   eJiva is headquartered in Pittsburgh, Pennsylvania, and maintains offices in
Atlanta, Georgia; Cincinnati, Ohio; Columbus, Ohio; Pleasanton, California; and
Washington, D.C. eJiva has approximately 400 employees.

 Emerging eServices

   The Emerging eServices segment consists of RedBrigade Ltd. and its European
subsidiaries ("RedBrigade"), itiliti, Inc. ("itiliti"), Innovative Resource
Group, Inc. ("IRG"), Symphoni, MobileHelix, Inc. ("MobileHelix"), and Jobcurry
Systems, Private Ltd. ("jobcurry"). RedBrigade, MobileHelix, and jobcurry are
wholly-owned subsidiaries of the Company. itiliti, IRG, and Symphoni are
majority-owned subsidiaries of the Company. The companies within the Emerging
eServices segment are younger, less mature entities that are individually
involved in separate niches in the eServices market. RedBrigade provides web
integration services in the European market. MobileHelix is in the process of
developing wireless applications for the financial services market. itiliti
develops and markets software for the management of outside vendors. IRG is
developing business intelligence software, and also provides services in the
data warehousing/business intelligence market sector. Symphoni provides
application development services to the financial services industry. jobcurry
provides recruiting and placement services for iGate and outside customers.

   The Emerging eServices companies market their services to chief financial
officers, and chief technology officers within prospective client companies.
The companies' fixed price contracts generally provide for payment based upon
deliverables and the achievement of project milestones. A portion of the
contracts provide for payment on a time-and-materials basis, based on the
number of consultant hours worked on the project. Clients typically have the
right to cancel contracts with minimal notice. jobcurry's contracts generally
provide for the payment of a fee upon the placement of a candidate.

   Sales to Philip Morris accounted for 11% of the revenues of the Emerging
eServices segment for both the three- and six-month periods ended June 30,
2001. Sales to Bank of America accounted for 10% of the revenues of the
Emerging eServices segment for the six-month period ended June 30, 2001.

   RedBrigade is headquartered in Bracknell, England, and has offices in
Ireland, Scotland, and South Africa. itiliti is headquartered in Minneapolis,
Minnesota. IRG is headquartered in Pittsburgh, Pennsylvania. Symphoni is
headquartered in San Francisco, California and has offices in Pittsburgh,
Pennsylvania; New York, New York; and Charlotte, North Carolina. MobileHelix is
headquartered in Chantilly, Virginia. jobcurry.com is headquartered in Pune,
India. The companies in the Emerging eServices segment collectively have more
than 650 employees.

 Value Services

   The Value Services segment consists of Chen & McGinley, Inc. ("CMI"), Global
Financial Services of Nevada, Inc. ("GFS"), and Direct Resources (Scotland)
Ltd. ("Direct Resources"), all wholly-owned subsidiaries of the Company. The
Value Services companies provide information technology ("IT") services that
are jointly managed with the client to large and medium-sized client
organizations. The capabilities of the companies in the Value Services segment
include IT consulting services and application solutions.


                                       10
<PAGE>

   Companies in the Value Services segment market their services to project
managers and IT directors within prospective client companies and respond to
requests for proposals for preferred vendor status to win long-term engagement
relationships. The Value Services companies typically enter into an initial
client contract with a relatively short duration. This contract is often
extended, and the average duration of a client project is approximately six
months. All Value Services' contracts provide for payment on a time-and-
materials basis, based on the number of consultant hours worked on the project.
Clients typically have the right to cancel contracts with minimal notice.
Intelligent Finance accounted for approximately 12% of the Value Services
segments' revenues for both the three- and six-month periods ended June 30,
2001.

   CMI is headquartered in San Francisco, California. GFS is headquartered in
San Francisco, California and has offices in New York, New York. Direct
Resources is headquartered in Scotland. The companies in the Value Services
segment collectively have more than 300 employees.

 Staffing Services

   The Staffing Services segment consists of Mastech Application Services, Inc.
("MAS"), Quantum Information Resources, Ltd. ("Quantum"), and Mastech Asia
Pacific Ltd. ("MAP"), all wholly-owned subsidiaries of the Company. MAS
provides staff augmentation services to large integrators in the United States.
Quantum provides IT and staff augmentation services to large and medium-sized
companies in Canada. MAP provides IT and staff augmentation services to large
and medium-sized companies in Australia. All consultants in Staffing Services
are supervised and instructed by onsite client personnel. Capabilities of the
companies in the Staffing Services segment include data processing and IT
maintenance and support.

   The companies in the Staffing Services segment market their services to
project managers and IT directors within prospective client companies and
respond to requests for proposals for preferred vendor status to win long-term
engagement relationships. Staffing Services companies typically enter into an
initial client contract with a relatively short duration. This contract is
often extended, and the average duration of a client project is approximately
six months. All Staffing Services' contracts provide for payment on a time-and-
materials basis, based on the number of consultant hours worked on the project.
Clients typically have the right to cancel contracts with minimal notice.

   The companies in the Staffing Services segment serve large and medium-sized
client organizations in a wide variety of industries. During the second quarter
of 2001, sales to International Business Machines Corporation and Electronic
Data Systems Corporation accounted for 17% and 14%, respectively, of the
Staffing Services segment's revenues. For the six-month period ended June 30,
2001, sales to International Business Machines Corporation and Electronic Data
Systems Corporation accounted for 16% and 13%, respectively, of the Staffing
Services segment's revenues.

   MAS is headquartered in Pittsburgh, Pennsylvania. Quantum is headquartered
in Mississauga, Canada. MAP is headquartered in Canberra, Australia, and has
offices in Melbourne, Sydney, and Brisbane, Australia. The companies in the
Staffing Services segment collectively have more than 1,000 employees.

 iGate Corporate

   The iGate Corporate segment is a non-revenue-producing segment that captures
corporate costs, joint ventures, other strategic investment activity, and other
unallocated charges. The iGate Corporate segment has approximately 70
employees.

   The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates segment
performance based upon profit or loss from operations. The Company does not
allocate income taxes, other income or expense and non-recurring charges to
segments. In addition, the Company accounts for inter-segment sales and
transfers at current market prices, with gross margins being eliminated in the
iGate segment.

   Sales to General Electric Company accounted for 14% of the consolidated
revenues of the Company for both the three- and six-month periods ended June
30, 2001.

                                       11
<PAGE>

   The following tables present selected financial information for the
Company's reporting segments for the three-and six-month periods ended June 30,
2001 and 2000:

<TABLE>
<CAPTION>
                                Three Months Ended June 30, 2001 (Dollars in thousands)
                         ------------------------------------------------------------------------
                                                  Emerging   Value   Staffing   iGate
                         Emplifi Mascot   eJiva   eServices Services Services Corporate   Total
                         ------- ------- -------  --------- -------- -------- ---------  --------
<S>                      <C>     <C>     <C>      <C>       <C>      <C>      <C>        <C>
Revenues................ $28,273 $23,554 $14,888   $15,648  $11,470  $16,571  $    --    $110,404
Direct costs............  17,974  14,515   8,040     8,744    8,665   12,822       --      70,760
                         ------- ------- -------   -------  -------  -------  --------   --------
Gross margin............  10,299   9,039   6,848     6,904    2,805    3,749       --      39,644
Operating expenses......   6,082   6,497   7,296     9,810    2,080    3,656     5,233     40,654
                         ------- ------- -------   -------  -------  -------  --------   --------
Operating margin........ $ 4,217 $ 2,542 $  (448)  $(2,906) $   725  $    93    (5,233)    (1,010)
                         ======= ======= =======   =======  =======  =======
Other income (expense),
 net....................                                                         1,160      1,160
Equity in losses of
 affiliated companies...                                                        (1,046)    (1,046)
Minority interest.......                                                          (163)      (163)
Gain on sale of
 investments, net.......                                                         6,071      6,071
                                                                              --------   --------
Income before income
 taxes..................                                                      $    789   $  5,012
                                                                              ========   ========

<CAPTION>
                                Three Months Ended June 30, 2000 (Dollars in thousands)
                         ------------------------------------------------------------------------
                                                  Emerging   Value   Staffing   iGate
                         Emplifi Mascot   eJiva   eServices Services Services Corporate   Total
                         ------- ------- -------  --------- -------- -------- ---------  --------
<S>                      <C>     <C>     <C>      <C>       <C>      <C>      <C>        <C>
Revenues................ $27,750 $17,830 $19,645   $14,269  $17,610  $21,790  $    --    $118,894
Direct costs............  17,650  10,540   9,929     8,896   14,021   17,094       --      78,130
                         ------- ------- -------   -------  -------  -------  --------   --------
Gross margin............  10,100   7,290   9,716     5,373    3,589    4,696       --      40,764
Operating expenses......   5,348   5,231  11,199     9,702    3,018    4,655     6,288     45,441
                         ------- ------- -------   -------  -------  -------  --------   --------
Operating margin........ $ 4,752 $ 2,059 $(1,483)  $(4,329) $   571  $    41    (6,288)    (4,677)
                         ======= ======= =======   =======  =======  =======
Other income (expense),
 net....................                                                        (2,455)    (2,455)
Equity in losses of
 affiliated companies...                                                        (3,298)    (3,298)
Minority interest.......                                                           504        504
Gain on issuance of
 stock of subsidiary....                                                        26,853     26,853
                                                                              --------   --------
Income before income
 taxes..................                                                      $ 15,316   $ 16,927
                                                                              ========   ========

<CAPTION>
                                 Six Months Ended June 30, 2001 (Dollars in thousands)
                         ------------------------------------------------------------------------
                                                  Emerging   Value   Staffing   iGate
                         Emplifi Mascot   eJiva   eServices Services Services Corporate   Total
                         ------- ------- -------  --------- -------- -------- ---------  --------
<S>                      <C>     <C>     <C>      <C>       <C>      <C>      <C>        <C>
Revenues................ $58,180 $45,353 $35,042   $31,829  $24,389  $35,079  $    --    $229,872
Direct costs............  37,378  27,333  18,274    17,650   18,225   27,021       --     145,881
                         ------- ------- -------   -------  -------  -------  --------   --------
Gross margin............  20,802  18,020  16,768    14,179    6,164    8,058       --      83,991
Operating expenses......  11,572  12,756  17,623    19,864    4,418    7,350    12,879     86,461
                         ------- ------- -------   -------  -------  -------  --------   --------
Operating margin........ $ 9,230 $ 5,264 $  (855)  $(5,684) $ 1,746  $   708   (12,879)    (2,470)
                         ======= ======= =======   =======  =======  =======
Other income (expense),
 net....................                                                        (2,202)    (2,202)
Equity in losses of
 affiliated companies...                                                        (5,328)    (5,328)
Minority interest.......                                                          (634)      (634)
Gain on sale of
 investments, net.......                                                        17,277     17,277
                                                                              --------   --------
Income (loss) before
 income taxes...........                                                      $ (3,766)  $  6,643
                                                                              ========   ========
</TABLE>

                                       12
<PAGE>


<TABLE>
<CAPTION>
                                 Six Months Ended June 30, 2000 (Dollars in thousands)
                         -------------------------------------------------------------------------
                                                  Emerging   Value   Staffing    iGate
                         Emplifi Mascot   eJiva   eServices Services Services  Corporate   Total
                         ------- ------- -------  --------- -------- --------  ---------  --------
<S>                      <C>     <C>     <C>      <C>       <C>      <C>       <C>        <C>
Revenues................ $54,543 $30,992 $37,031   $26,456  $37,414  $42,549   $    --    $228,985
Direct costs............  35,434  18,573  19,817    16,754   29,082   33,943        --     153,603
                         ------- ------- -------   -------  -------  -------   --------   --------
Gross margin............  19,109  12,419  17,214     9,702    8,332    8,606        --      75,382
Operating expenses......  10,676   9,315  19,395    15,867    6,247   11,455     11,841     84,796
                         ------- ------- -------   -------  -------  -------   --------   --------
Operating margin........ $ 8,433 $ 3,104 $(2,181)  $(6,165) $ 2,085  $(2,849)   (11,841)    (9,414)
                         ======= ======= =======   =======  =======  =======
Other income (expense),
 net....................                                                         (2,975)    (2,975)
Equity in losses of
 affiliated companies...                                                         (4,958)    (4,958)
Minority interest.......                                                            725        725
Gain on issuance of
 stock of subsidiary....                                                         26,853     26,853
                                                                               --------   --------
Income (loss) before
 income taxes...........                                                       $  7,804   $ 10,231
                                                                               ========   ========
</TABLE>

   Assets by segment were as follows at June 30, 2001 (dollars in thousands):

<TABLE>
<S>                                                                     <C>
Emplifi................................................................ $ 22,702
Mascot.................................................................   53,222
eJiva..................................................................   22,799
Emerging eServices.....................................................   27,026
Value Services.........................................................   10,044
Staffing Services......................................................   26,826
iGate Corporate........................................................  141,679
                                                                        --------
Total assets........................................................... $304,298
                                                                        ========
</TABLE>

   Revenues and assets by geographic area consisted of the following:

<TABLE>
<CAPTION>
                                               Three Months    Six Months Ended
                                              Ended June 30,       June 30,
                                             ----------------- -----------------
                                               2001     2000     2001     2000
                                             -------- -------- -------- --------
                                                (Dollars in       (Dollars in
                                                thousands)        thousands)
<S>                                          <C>      <C>      <C>      <C>
Revenues:
United States............................... $ 76,833 $ 85,073 $163,634 $167,982
Canada......................................    5,847    6,456   11,992   12,527
Europe and Africa...........................    8,690   10,879   16,836   18,525
Pacific Rim.................................   19,034   16,486   37,410   29,951
                                             -------- -------- -------- --------
  Total revenues............................ $110,404 $118,894 $229,872 $228,985
                                             ======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
                                                           June 30, December 31,
                                                             2001       2000
                                                           -------- ------------
                                                                (Dollars in
                                                                thousands)
<S>                                                        <C>      <C>
Assets:
United States............................................. $231,232   $274,671
Canada....................................................    8,463      8,345
Europe and Africa.........................................   10,120     26,260
Pacific Rim...............................................   54,483     54,875
                                                           --------   --------
  Total assets............................................ $304,298   $364,151
                                                           ========   ========
</TABLE>

                                       13
<PAGE>

6. Impairment of Property and Equipment

   During the quarter ended June 30, 2001, the Company recorded a charge of
$1.0 million to write off certain computer software that had become obsolete.
The entire unamortized balance of the software was written off. The charge was
included in the Company's Consolidated Statement of Operations as part of
selling, general, and administrative expenses. The charge included $0.9 million
in the Emplifi segment, and $0.1 million in the Staffing Services segment.

7. Recently-Issued Accounting Pronouncements

   In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141")
and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which amend
Accounting Principles Board ("APB") Opinion No. 16, "Business Combinations" and
supercede APB Opinion No. 17, "Intangible Assets". SFAS 141 requires that all
business combinations initiated after June 30, 2001 be accounted for using the
purchase method. SFAS 142 changes the accounting for intangible assets. The
Company will adopt SFAS 141 for all business combinations initiated after June
30, 2001, and will adopt SFAS 142 on January 1, 2002. Early adoption is not
permitted for SFAS 142. Beginning January 1, 2002, the Company will no longer
amortize goodwill. The Company will evaluate goodwill resulting from prior
acquisitions for impairment at least annually. The Company is currently
reviewing the statements to determine their financial statement impact.
Goodwill amortization totaled $2.5 million and $4.9 million for the three- and
six-month periods, respectively, ended June 30, 2001.

(f) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of iGate Capital Corporation:

   We have reviewed the accompanying condensed consolidated balance sheet of
iGate Capital Corporation (a Pennsylvania Corporation) and its subsidiaries as
of June 30, 2001, the related condensed consolidated statements of operations
for each of the three-month and six-month periods ended June 30, 2001 and 2000,
shareholders' equity and comprehensive income for the six-month period ended
June 30, 2001, and cash flows for the six-month periods ended June 30, 2001 and
2000. These condensed consolidated financial statements are the responsibility
of the Company's management.

   We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

   Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States.

   We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of iGate Capital
Corporation and its subsidiaries as of December 31, 2000, (not presented
herein), and, in our report dated February 10, 2001, we expressed an
unqualified opinion on that statement. In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet as of December
31, 2000, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.

                                          /s/ Arthur Andersen LLP
Pittsburgh, Pennsylvania,
August 7, 2001

                                       14
<PAGE>

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

   The following discussion and analysis should be read in conjunction with
Part II, Item 7 of the registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, as amended (the "2000 Form 10-K"). The following
discussion should also be read in conjunction with the Condensed Consolidated
Financial Statements and notes thereto appearing elsewhere in this Quarterly
Report on Form 10-Q ("Form 10-Q"). The information contained herein is not a
comprehensive management overview and analysis of the financial condition and
results of operations of the iGate Capital Corporation ("iGate" or the
"Company"), but rather updates disclosures made in the 2000 Form 10-K.

   Some of the statements in this Form 10-Q that are not historical facts are
forward-looking statements. These forward-looking statements include our
financial, growth, and liquidity projections, as well as statements concerning
our plans, strategies, intentions and beliefs concerning our business, cash
flows, costs, and the markets in which we operate. These statements are based
on information currently available to us, and we assume no obligation to update
these statements as circumstances change. There are risks and uncertainties
that could cause actual events to differ materially from these forward-looking
statements. These risks include, but are not limited to, the level of market
demand for our services, the highly-competitive market for the types of
services that we offer, market conditions that could cause our customers to
reduce their spending for our services or cause prospective customers to decide
not to engage third-party providers of IT services, our ability to create,
acquire, and build new businesses and to grow our existing businesses, our
ability to attract and retain qualified personnel, currency fluctuations and
market conditions in India and elsewhere around the world, and our ability to
reduce costs and conserve cash in an uncertain economic environment. While we
cannot predict all of these risks and uncertainties, we refer you to the
important risk factors that could cause actual results to differ materially
from our current beliefs and expectations which are discussed under the heading
"Risk Factors" in Part I of the 2000 Form 10-K.

   OVERVIEW

   iGate Capital Corporation, formerly named Mastech Corporation, was
incorporated in the Commonwealth of Pennsylvania on November 12, 1996 and,
through operating subsidiaries, is a worldwide provider of information
technology ("IT") services and electronic commerce services ("eServices") to
large and medium-sized organizations.

   Our operating subsidiaries provide their clients with a broad range of IT
applications solutions and eServices, including: client/server design and
development, conversion/migration services, enterprise resource planning (ERP)
package implementation services, electronic business systems and applications
maintenance outsourcing. These services are provided in a variety of computing
environments and use leading technologies, including client/server
architecture, object oriented programming languages and tools, distributed
database management systems and the latest networking and communications
technologies.

   Our business is organized into seven segments, which consist of Emplifi,
Mascot, eJiva, Emerging eServices, Value Services, Staffing Services, and iGate
Corporate. Each of our reporting segments is described below.

   Emplifi: The Emplifi segment ("Emplifi") consists of Emplifi, Inc., our
wholly-owned subsidiary. Emplifi provides custom application development and
design services, package implementation, and application support services.
Emplifi's capabilities include client-directed software design and
customization, web-focused strategic consulting, domain expertise in a variety
of industries, and enterprise application integration services. Most of
Emplifi's client engagements involve the development of customized software
solutions.

   Mascot: The Mascot segment ("Mascot") consists of Mascot Systems, Ltd.
("Mascot Systems") and its subsidiaries. Mascot Systems is our majority-owned
Indian subsidiary. Mascot provides custom and package application development,
application maintenance outsourcing, business intelligence services, and
application reengineering. Mascot utilizes an Offshore Development Center
("ODC") model, which offers clients certain advantages compared to domestic
development, including significant cost savings and faster delivery. Mascot
provides many of its services through its ODCs in Bangalore, Pune, and Chennai,
India.

                                       15
<PAGE>

   eJiva: The eJiva segment ("eJiva") consists of eJiva, Inc., our wholly-owned
subsidiary. eJiva provides custom enterprise application implementation,
customer relationship management applications implementation, supply chain
management applications implementation, and business process consulting.
eJiva's capabilities include software design and customization, strategic
consulting, domain expertise in a variety of industries, and enterprise
application integration services. Most of eJiva's client engagements involve
the development of customized software solutions.

   Emerging eServices: The Emerging eServices segment consists of RedBrigade
Ltd. and its subsidiaries ("RedBrigade"), itiliti, Inc. ("itiliti"), Innovative
Resource Group, Inc. ("IRG"), Symphoni Interactive, LLC ("Symphoni"),
MobileHelix, Inc. ("MobileHelix"), and Jobcurry Systems, Private Ltd.
("jobcurry"). RedBrigade, MobileHelix, and jobcurry are wholly-owned
subsidiaries of the Company. IRG, itiliti, and Symphoni are majority-owned
subsidiaries of the Company. The companies within the Emerging eServices
segment are younger, less mature entities that are individually involved in
separate niches in the eServices market. RedBrigade provides web integration
services in the European market. MobileHelix is in the process of developing
wireless applications for the financial services market. Itiliti develops and
markets software for the management of outside vendors. IRG is developing
business intelligence software, and also provides services in the data
warehousing/business intelligence market sector. Symphoni provides application
development services to the financial services industry. Jobcurry provides
recruiting and placement services for iGate companies and outside customers.

   Value Services: The Value Services segment consists of Chen & McGinley, Inc.
("CMI"), Global Financial Services of Nevada, Inc. ("GFS"), and Direct
Resources (Scotland) Ltd. ("Direct Resources"), all wholly-owned subsidiaries
of the Company. The Value Services companies provide IT services that are
managed solely by the client to large and medium-sized organizations, with a
concentration in the financial services industry. The capabilities of the
companies in the Value Services segment include IT consulting services and
application solutions.

   Staffing Services: The Staffing Services segment consists of Mastech
Application Services, Inc. ("MAS"), Quantum Information Resources, Ltd.
("Quantum"), and Mastech Asia Pacific Ltd. ("MAP"), all wholly-owned
subsidiaries of the Company. MAS provides staff augmentation services to large
integrators in the United States. Quantum provides IT and staff augmentation
services to large and medium-sized companies in Canada. MAP provides IT and
staff augmentation services to large and medium-sized companies in Australia.
All consultants in Staffing Services are supervised and instructed by onsite
client personnel. Capabilities of the companies in the Staffing Services
segment include data processing and IT maintenance and support.

   iGate Corporate: The iGate Corporate segment is a non-revenue producing
segment that captures corporate costs, joint ventures, other strategic
investment activity, and other unallocated charges.

   In February 2000, we formed Highgate Ventures I, LP ("Highgate" or the
"Fund," formerly, iGate Ventures I, LP), a venture capital fund, which invested
in eServices companies. We invested approximately $20 million in Highgate,
including operating expenses of the Fund. In February 2001, we ceased funding
future investments in Highgate in order to focus on our portfolio of operating
subsidiaries. In July 2001, we ceased operations of Highgate.

   Highgate accounts for its investments in Versata, Inc. and Speechworks, Inc.
("Speechworks") as available-for-sale securities under appropriate accounting
guidelines. The investments are marked to market on a monthly basis. Highgate
recognizes its proportionate share of income or loss in its investment in
VCampus, Inc. under the equity method of accounting. Highgate accounts for its
investments in Brainbench, Inc., Escend Technologies, Inc., and OrderCare
Corporation at the lower of cost or market value. In March 2001, Highgate
recorded losses of $5.5 million due to impaired investments in Bluewater
Information Convergence, Inc. ("Bluewater") and Xpede, Inc. ("Xpede"). In June
2001, Highgate recorded losses of $0.1 million due to impaired investments in
eNDP, Inc.

                                       16
<PAGE>

   In February 2001, Highgate entered into a forward contract for the sale of
300,000 shares of Speechworks Common Stock at $31.13 per share. On April 23,
2001, we received approximately $8.8 million, net of broker's fees and other
costs. After the closing of the sale, we retained ownership of approximately
115,000 shares of Speechworks Common Stock.

   We hold a 22% equity ownership in Air2Web, Inc. ("Air2Web"), a provider of
wireless application services. This investment is accounted for under the
equity method of accounting, and our proportionate share of Air2Web's net
losses and amortization of our net excess investment over our net equity in
Air2Web's net assets is included in "Equity in losses of affiliated companies"
section of the Consolidated Statement of Operations.

   On February 28, 2001, we sold our approximate 50% interest in Planning
Technologies, Inc. ("PTI") to Red Hat, Inc. ("Red Hat") in exchange for
approximately 3.2 million shares of Red Hat's Common Stock. Pursuant to the
agreement, approximately 10% of the shares of Red Hat Common Stock are held in
escrow, a portion of which are to be released on February 28, 2002. The
remaining portion of the escrowed shares will remain in escrow until the
settlement of one tax claim. From January through February 23, 2001, we
recorded our share of PTI's loss in accordance with equity accounting rules.
Upon the closing of the sale, we account for our investment in Red Hat Common
Stock in accordance with SFAS 115. We recorded a gain on the sale of PTI of
approximately $16.7 million. Our proceeds on the sale were calculated based
upon Red Hat's closing price on February 28, 2001 of $6.4375.

   In June 2001, we sold 295,000 shares of Red Hat Common Stock for an
aggregate of $1.3 million, net of fees. We recorded losses totaling $0.6
million pursuant to the transactions.

   On June 20, 2001, we sold our 50% interest in iProcess to GE India Ventures,
Inc. for $4.3 million in cash. We recorded a gain of $1.9 million pursuant to
the transaction.

Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000

   The following discussion compares the quarters ended June 30, 2001 and June
30, 2000. References to the second quarter of 2001 and to the second quarter of
2000 refer to the three-month periods ended June 30, 2001 and 2000,
respectively.

   Total revenue for the second quarter of 2001 was $110.4 million, compared to
$118.9 million for the second quarter of 2000, a decrease of $8.5 million, or
7%. Revenues for Emplifi increased by 2% due to an increase in demand for
Emplifi's domestic IT services. Revenues for eJiva decreased by 24% due to
delays in several project continuations, as well as delays in new project start
dates, as well as a decline in overall demand for eJiva's domestic IT services.
Mascot's revenues increased by 32%, due to increased demand for Mascot's
offshore software development services, Mascot's purchase of certain Emplifi
contracts, and the reorganization of Mascot brought about by its June 2000
initial public offering. Revenues for the Emerging eServices segment increased
by 10% due to the acquisition of a partial interest in Symphoni during the
second quarter of 2000, as well as increased sales at RedBrigade, IRG, and
itiliti. In addition, the Company had revenues in the second quarter of 2001
from jobcurry, which was formed in the third quarter of 2000. Revenues from the
Value Services segment decreased by 35%, due primarily to a decline in demand
for the IT services of CMI, Direct Resources, and GFS. Additionally, the
Company's Asian branch offices were assigned to Mascot in the 2000
restructuring. Revenues from the Staffing Services segment decreased by 24% due
to an overall decline in demand for staffing services.

   Our cost of revenues was $70.8 million for the second quarter of 2001,
compared to $78.1 million for the second quarter of 2000, a decrease of $7.3
million, or 9%. Gross margin percentage increased to 36% in the second quarter
of 2001 from 34% in the second quarter of 2000. We decreased our use of non-
employee consultants for the comparative quarters. In addition, our billing
rate increase from quarter to quarter offset consultants' salary expense.


                                       17
<PAGE>

   Selling, general, and administrative ("SG&A") expenses include all costs
that are not directly associated with our revenue-generating consultants. SG&A
expenses include salaries, rent, recruiting costs, depreciation and
amortization, legal and accounting fees, communications and facilities costs.
Our SG&A expenses were $40.7 million for the second quarter of 2001, or 37% of
revenues, compared to $45.4 million, or 38% of revenues, for the second quarter
of 2000, a decrease of $4.7 million or 10%. Human resources and employee costs
decreased as a result of headcount reductions in 2001. Corporate costs
decreased due to the absence in 2001 of costs related to the 2000
restructuring. Our facilities costs remained stable from period to period. Our
SG&A expenses in the second quarter of 2001 included a charge of $1.0 million
to record the obsolescence of certain computer software. We continuously
monitor our SG&A expenses to ensure that we control costs in periods of
declining revenue, while maintaining the infrastructure in each segment to
sustain our growth in future periods. We believe that we have the management
structure in each segment necessary to sustain our growth in future periods.

   Other income, net of other expenses, totaled $1.3 million in the second
quarter of 2001, compared to $2.5 million net expense in the second quarter of
2000. In the second quarter of 2001, interest expense decreased due to the
reduction of the line of credit. In addition, we had a net foreign currency
exchange rate gain in the second quarter of 2001, compared to a net foreign
currency loss in the second quarter of 2000. Interest income remained stable
from period to period.

   Equity in losses of affiliated companies consists of our share of the net
income or loss of our joint ventures, iProcess and PTI, and of our equity
investments, such as Air2Web and VCampus. We sold our share of iProcess on June
20, 2001, and, accordingly, have recognized our share of iProcess' net income
through June 20, 2001. Equity in losses of affiliated companies for the second
quarter of 2001 totaled $1.2 million, compared to $3.3 million for the second
quarter of 2000, a decrease of $2.1 million, or 64%. In the second quarter of
2001, we had no equity losses for PTI, which was sold in the first quarter of
2001. In addition, iProcess generated net income in the second quarter of 2001,
compared to a net loss in the second quarter of 2000. We recognized a gain of
$1.9 million related to the sale of iProcess. We no longer own any 50%-owned
joint ventures. We still expect to incur losses in Air2Web and VCampus for the
foreseeable future. We expect this income statement line item and income
classification to continue to be significant, and at times volatile, as we
continue to invest in eServices companies.

   Minority interest reflects the share of the net income or loss of our
majority-owned operating subsidiaries attributable to the minority owners.
Minority interest amounted to expense of $0.2 million for the second quarter of
2001, compared to income of $0.5 million for the second quarter of 2000. The
minority interest expense in 2001 consisted of the minority share of the net
income of Mascot and IRG, net of the minority share of the net loss of Symphoni
and itiliti. In 2000, the minority share of the net losses of Symphoni and
itiliti exceeded the minority share of the net income of IRG and Mascot,
resulting in a favorable effect on net income of the Company.

   We recognized a pretax gain of $26.9 million in the second quarter of 2000
in accordance with the Securities and Exchange Commission's Staff Accounting
Bulletin Release No. 51 "Accounting for Sales of Stock by a Subsidiary" on the
initial public offering of Mascot Ltd., our Indian subsidiary. We had no such
activity in the second quarter of 2001.

   The net gain on sale of investments in the second quarter of 2001 consisted
mainly of a $6.5 million gain on the sale of 300,000 shares of the Common Stock
of Speechworks, and a $0.6 million loss on the sale of 295,000 shares of the
Common Stock of Red Hat, Inc. In addition, our valuation of Speechworks
warrants in accordance with FASB 133, also contributed to the overall net gain.

   Our income tax provision was $2.0 million at an effective rate of 40% for
the second quarter of 2001, compared to $6.8 million at an effective rate of
40% for the second quarter of 2000. Components of our effective rate for the
second quarter of 2001 include non-deductible goodwill and equity losses,
offset by a tax holiday in India related to our Mascot subsidiary.

                                       18
<PAGE>

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000

   The following discussion compares the six months ended June 30, 2001 with
the six months ended June 30, 2000.

   Total revenue for the six months ended June 30, 2001 was $229.9 million,
compared to $229.0 million for the six months ended June 30, 2000, an increase
of $0.9 million, or 0.3%. Revenues for Emplifi increased by 7% due primarily to
an increase in demand for the company's domestic IT services, which was
partially offset by the loss of revenue due to the sale of certain contracts to
Mascot. Mascot's revenues increased by 46% due to strong demand for Mascot's
offshore software development services, Mascot's purchase of certain Emplifi
contracts, and the reorganization of Mascot brought about by its June 2000
initial public offering. Revenues for the Emerging eServices segment increased
by 20% due to the acquisitions of IRG and itiliti during the first quarter of
2000, as well as our majority ownership of Symphoni. In addition, the Company
had revenues in the first six months of 2001 from the newly-formed entities
jobcurry and MobileHelix, and benefited from an increase in demand for
RedBrigade's IT services. Revenues from the Value Services segment decreased by
35%, due primarily from the elimination of revenues from ENS, Inc. and the
Company's Asian branch offices, which were assigned to Mascot in the 2000
restructuring. In addition, revenues from CMI decreased due to a reduction in
demand for CMI's services. Revenues from the Staffing Services segment
decreased by 18% due to an overall decline in demand for staffing services.

   Our cost of revenues was $145.9 million for the first six months of 2001,
compared to $153.6 million for the first six months of 2000, a decrease of $7.7
million, or 5%. Gross margin increased to 37% for the first six months of 2001
from 33% for the first six months of 2000. We decreased our use of non-employee
consultants for the comparative periods. In addition, our billing rate
increases from period to period offset consultants' salary expense.

   Selling, general, and administrative ("SG&A") expenses include all costs
that are not directly associated with our revenue-generating consultants. SG&A
expenses include salaries, rent, recruiting costs, depreciation and
amortization, legal and accounting fees, communications and facilities costs.
Our SG&A expenses were $86.5 million for the first six months of 2001, or 38%
of revenues, compared to $84.8 million, or 37% of revenues, for the first six
months of fiscal 2000, an increase of $1.7 million or 2%. Human resources and
employee costs decreased as a result of headcount reductions in 2001. Corporate
costs decreased due to the absence in 2001 of costs related to the 2000
restructuring. Our facilities costs remained stable from period to period. We
continuously monitor our SG&A expenses to ensure that we control costs in
periods of declining revenue, while maintaining the infrastructure in each
segment to sustain our growth in future periods. We believe that we have the
management structure in each segment necessary to sustain our growth in future
periods.

   Other expense, net of other income, totaled $2.2 million in the first six
months of 2001, compared to $3.0 million in the first six months of 2000.
During the six months ended June 30, 2001, net other expense decreased mainly
due to a decrease in interest expense resulting from the repayment of the line
of credit and a decrease in the currency exchange loss. Interest income
remained stable from period to period.

   Equity in losses of affiliated companies consists of our share of the net
income or loss of our joint venture, iProcess and PTI, and of our equity
investments, such as Air2Web and VCampus. We sold our share of PTI on February
23, 2001, and, accordingly, have recognized our share of PTI's losses for
January and February only. We sold our share of iProcess on June 20, 2001, and,
accordingly, have recognized our share of iProcess' income through June 20,
2001. Equity in losses of affiliated companies for the first six months of 2001
totaled $7.0 million, compared to $5.0 million for the first six months of
fiscal 2000, an increase of $2.0 million, or 40%. We acquired our interests in
PTI and Air2Web during March 2000, and therefore had only three full months of
losses for those entities during the six months ended June 30, 2000. In
addition, iProcess generated a net income in 2001 through the date of sale,
versus a net loss in 2000. The majority of our joint ventures and equity
investments involve entities in the early stages of development. We expect to
incur losses in these

                                       19
<PAGE>

companies until they are able to move beyond their respective start-up phases.
We expect this income statement line item and income classification to continue
to be significant, and at times volatile, as we continue to hold our
investments in eServices companies.

   Minority interest reflects the share of the net income or loss of our
majority-owned operating subsidiaries attributable to the minority owners.
Minority interest amounted to expense of $0.6 million for the first six months
of 2001, compared to income of $0.7 million for the first six months of 2000.
The minority interest expense in 2001 consisted of the minority share of the
net income of Mascot and IRG, net of the minority share of the net loss of
Symphoni and itiliti. In 2000, the minority share of the net losses of Symphoni
and itiliti exceeded the minority share of the net income of IRG and Mascot,
resulting in a favorable effect on the net income of the Company.

   We recognized a pretax gain of $26.9 million in 2000 in accordance with the
Securities and Exchange Commission's Staff Accounting Bulletin Release No. 51
"Accounting for Sales of Stock by a Subsidiary" on the initial public offering
of Mascot Ltd., our Indian subsidiary. We had no such activity in 2001.

   The gain on sale of investments in 2001 consisted mainly of a $16.7 million
gain on the sale of our investment in Planning Technologies, Inc., a $6.5
million gain on the sale of 300,000 shares of the Common Stock of Speechworks
International, Inc., the favorable impact of the valuating over Speechworks
warrants, offset by a $0.6 million loss on the sale of 295,000 shares of the
Common Stock of Red Hat, Inc.

   The loss on impairment of investments in 2001 consisted of losses totaling
approximately $5.6 million to account for declines in the market values of
Highgate's investments in Bluewater, Xpede, and eNDP, Inc. We had no impairment
losses in 2000.

   Our income tax provision was $2.7 million at an effective rate of 40% for
2001, compared to $4.1 million at an effective rate of 40% for 2000. Components
of our effective rate for 2001 include non-deductible goodwill and equity
losses, offset by a tax holiday in India related to our Mascot subsidiary.

   During 2001, we had a gain on the cumulative effect of a change in
accounting principle of $0.9 million, net of tax. The net gain resulted from
our implementation of SFAS 133 on January 1, 2001. SFAS 133 establishes
accounting and reporting standards requiring that all derivative instruments
(including certain derivative instruments embedded in other contracts) be
recorded on the balance sheet as either an asset or a liability measured at
their fair value. SFAS 133 requires that changes in a derivative's fair value
be recognized currently in earnings unless specific hedge criteria are met. The
net gain resulted from recording the net value of our derivative investments in
Speechworks common stock warrants and foreign currency forward exchange
contracts.

Liquidity and Capital Resources

   Our working capital position increased by $3.4 million from December 31,
2000 to June 30, 2001. During the first six months of 2001, we used a
combination of cash generated from operations and from sales of investments,
proceeds from paydowns of intercompany loans, and a refund related to our filed
2000 federal income tax return to repay the outstanding balance on our $50
million Secured Credit Facility (as amended, the "Credit Facility") with PNC
Bank, N.A. ("PNC"), and to fund certain operating subsidiaries in their start-
up phases. Our accounts receivable decreased $23.5 million during the first six
months of 2001, from $118.8 million at December 31, 2000 to $95.3 million at
June 30, 2001, and our days sales outstanding ("DSO")

                                       20
<PAGE>

decreased from 88 days at December 31, 2000 to 78 days at June 30, 2001. The
decrease in DSO is primarily attributable to our collection efforts following
customer confusion related to our reorganizations in 2000 and to our heightened
collection efforts in 2001.

   At June 30, 2001, we had cash and short-term investments of $23.1 million
and $37.3 million, respectively, compared to cash and short-term investments of
$22.8 million and $42.7 million, respectively, at December 31, 2000. Our short-
term investments consist primarily of short-term commercial paper, money market
funds, and other short-term investments that provide us liquidity. Our ability
to access cash quickly is still an important factor in our business model. Our
investments at June 30, 2001 and December 31, 2000 included $25.0 million that
was pledged to PNC in connection with our Credit Facility. The provisions of
the Credit Facility require us to maintain at least $30 million in cash and
investments at PNC, including the $25 million that we pledged. During the first
six months of 2001, we repaid the $44.7 million balance of the Credit Facility
using cash generated from operations and proceeds from the sales of our
investments in Speechworks stock, and our investments in PTI and iProcess. We
currently have $50 million available to us under the Credit Facility, subject
to compliance with borrowing base requirements and certain financial covenants.

   At June 30, 2001, we had $20 million outstanding on a Convertible Promissory
Note (as amended, the "GE Note") to GE Capital Equity Investments, Inc. ("GE
Capital"). The entire principal amount of the GE Note will mature on July 22,
2004. Interest payments are payable semi-annually on January 31 and July 31.
The GE Note is convertible at any time after July 22, 2002 through its maturity
at the option of the holder, into shares of our Common Stock, subject to
provisions related to revenue targets for services provided to GE Capital and
certain of its affiliates. At June 30, 2001, the conversion price was above the
fair market value of our Common Stock.

   Going forward, we may be obligated to pay cash earnouts related to certain
prior acquisitions. These earnout arrangements were agreed upon at the time we
acquired our interests in these entities and will be paid if these companies
meet certain performance benchmarks. If all performance benchmarks are met, we
will pay cash earnouts of approximately $7 million over the twelve-month period
ending June 30, 2002.

   Consistent with our plans to take advantage of early-stage opportunities in
emerging eServices markets, we recognize the need to have cash readily
available for strategic investments, acquisitions, and incubations. We believe
that our operating expense needs for all of our existing operations and
investments for the twelve months ending June 30, 2002 can be met through a
combination of operating cash flow, proceeds from the sale of some of our
publicly-traded Venture Fund investments, available cash balances and unused
borrowings under the Credit Facility. Our ability to incubate new companies
will be entirely dependent on the amount of excess cash generated from our
operating companies.We cannot provide assurances that we will generate
sufficient excess cash to acquire and incubate new companies and make new
investments, or that we will be able to raise cash through additional
borrowings and/or equity issuances on terms acceptable to us.

   Our functional currency for financial reporting purposes is the US Dollar.
We generally invoice our clients and pay expenses in the local currency of the
country in which the client is located. Statement of Operations translation
gains and losses arising from differences between the functional and local
currencies are recognized in the Consolidated Statement of Operations, and have
not had a significant impact on the results of operations. Balance Sheet gains
and losses as a result of fluctuations in foreign currency exchange rates are
recognized in the Consolidated Statement of Shareholders' Equity and
Comprehensive Income as a component of comprehensive income. We continually
evaluate the economic conditions of each country in which we operate, and base
our foreign currency accounting policies on those assessments.

Recently-Issued Accounting Pronouncements

   In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141")
and No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which amend
Accounting Principles Board ("APB") Opinion No. 16, "Business Combinations" and
supercede APB Opinion No. 17, "Intangible Assets", SFAS 141 required that all
business

                                       21
<PAGE>

combinations initiated after June 30, 2001 be accounted for using the purchase
method. SFAS 142 changes the accounting for intangible assets. We will adopt
SFAS 141 for all business combinations initiated after June 30, 2001, and will
adopt SFAS 142 on January 1, 2002. We are not permitted to adopt SFAS 142
before January 1, 2002. We will evaluate goodwill resulting from our prior
acquisitions for impairment at least annually. We are currently reviewing SFAS
141 and SFAS 142 to determine their financial statement impact. Goodwill
amortization totaled $2.5 million and $4.9 million for the three- and six-
month periods, respectively, ended June 30, 2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

   We enter into foreign exchange contracts with PNC to reduce our foreign
exchange exposure on certain intercompany debt. At June 30, 2001, we had one
outstanding contract for the sale by the Company of 7 million Canadian dollars
at an exchange rate of 1.528 (US $4,581,152). When the contract matures on
September 28, 2001, we expect to access the foreign exchange markets at the
then-prevailing exchange rate to purchase 7 million Canadian dollars for
delivery to PNC. In addition, we hold warrants to purchase common stock in a
publicly-held company. In accordance with SFAS No. 133, we record the value of
the foreign exchange contracts and the warrants to purchase stock on the
Consolidated Balance Sheet as either an asset or a liability. Changes in the
fair value of the foreign exchange contracts and warrants are recognized
currently in earnings.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

   Neither the Company nor any of its subsidiaries is party to any litigation
that is expected to have a material adverse effect on the business or
financial condition of the Company.

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

   On June 8, 2001, the Company held its Annual Meeting of Shareholders. Our
common and preferred shareholders approved the following matters:

  (a) that Messrs. Ashok K. Trivedi and Edward Yourdon be reelected as Class
      B Directors; and

  (b) that the selection of Arthur Andersen LLP as the Company's independent
      accountants for the fiscal year ending December 31, 2001 be ratified.

   The number of votes cast for, against, and withheld for the approval of
both matters is set forth below:

<TABLE>
<CAPTION>
Matter                                               For     Against Withheld
------                                               ---     ------- --------
<S>                                               <C>        <C>     <C>
Election of Ashok K. Trivedi..................... 47,847,723      0  1,132,611
Election of Edward Yourdon....................... 48,848,286      0    132,048
Ratification of Arthur Andersen LLP as the
 Company's Independent Accountants............... 48,878,535 92,620      9,179
</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

<TABLE>
<CAPTION>
   Exhibit
   Number                            Description
   -------                           -----------
   <C>     <S>
    10.1   Employment Agreement dated April 1, 2001 between iGate Capital
           Management, Inc. and Michael Zugay.
</TABLE>

(b) Reports on Form 8-K:

   The Company did not file any Reports on Form 8-K during the three months
ended June 30, 2001.

                                      22
<PAGE>

                                  SIGNATURES

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

                                            iGATE CAPITAL CORPORATION

August 14, 2001                             /s/ Sunil Wadhwani
                                            --------------------------------
                                            Sunil Wadhwani
                                            Co-Chairman of the Board of
                                         Directors,
                                            Chief Executive Officer, and
                                         Director

August 14, 2001                             /s/ Michael Zugay
                                            --------------------------------
                                            Michael Zugay
                                            Senior Vice President, Chief
                                         Financial Officer


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