SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                        (AMENDING PART III - ITEMS 9-13)

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001          COMMISSION FILE NO. 0-24542

                                  TECHSYS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

          NEW JERSEY                                          22-3276736
          ----------                                          ----------
 (STATE OR OTHER JURISDICTION                             (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

                              147 COLUMBIA TURNPIKE
                         FLORHAM PARK, NEW JERSEY 07932
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973) 236-1919

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

                               TITLE OF EACH CLASS


                                  COMMON STOCK

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___

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-B UNDER THE SECURITIES EXCHANGE ACT OF 1934 IS NOT CONTAINED
HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN
DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED IN PART III OF THIS FORM
10-KSB OR ANY AMENDMENTS TO THIS FORM 10-KSB X

AS OF MARCH 12, 2002, 4,703,544 SHARES OF COMMON STOCK WERE OUTSTANDING, AND THE
AGGREGATE MARKET VALUE OF SHARES HELD BY UNAFFILIATED STOCKHOLDERS WAS
APPROXIMATELY $2,351,688.

                       DOCUMENTS INCORPORATED BY REFERENCE

THIS FORM 10-KSB/A AMENDS THE FORM 10-KSB AND FORM 10-KSB/A FILED BY THE
REGISTRANT WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 2002 AND
APRIL 10, 2002 RESPECTIVELY ("REGISTRANT'S FORM 10-KSB"). ITEMS 9, 10, 11, 12
AND 13 OF PART III OF REGISTRANT'S FORM 10-KSB WERE INCORPORATED BY REFERENCE TO
THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR ITS 2002 ANNUAL MEETING OF
SHAREHOLDERS TO BE FILED WITH THE COMMISSION BY APRIL 30, 2002. THE DEFINITIVE
PROXY STATEMENT WILL NOT BE FILED WITH THE COMMISSION BY APRIL 30, 2002.
ACCORDINGLY, REGISTRANT IS FILING THIS AMENDMENT TO REGISTRANT'S FORM 10-KSB TO
PROVIDE THE INFORMATION REQUIRED BY ITEMS 9, 10, 11, 12 AND 13 OF PART III OF
FORM 10-KSB


<PAGE>


                                    PART III.





ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
         COMPLIANCE WITH SECTION 16(C) OF THE EXCHANGE ACT.

         The name and age of each of the directors, the executive officers and
significant employees of the Company, their respective positions with the
Company and, to the extent applicable, the period during which each such
individual has served as a director are set forth below. Additional biographical
information concerning each of the directors, executive officers and significant
employees of the Company follows the table.



NAME                     AGE               POSITION WITH THE          DIRECTOR
                                           COMPANY                     SINCE
                                           -------                     -----
Alvin S. Trenk           72                Chairman                      1993
                                           Class III Director

Steven L. Trenk          48                Chief Executive Officer
                                           Class II Director             1993

Martin G. Jacobs,        72                Class I Director              1993
M.D.


Jeffrey B. Mendell       48                Class III Director            1994

Stanley B.               72                Class I Director              1998
Amsterdam

Keith M. Blakely         45                President
                                           Chief Operating Officer

Mark N. Raab             38                Chief Financial Officer
                                           Secretary
                                           Treasurer





                                        1





<PAGE>



         ALVIN S. TRENK, a founder of the Company and TechTron, Inc., has served
as a director of the Company and of each of the Company's current subsidiaries
since formation, as Chief Executive Officer and Chairman of the Company and each
of the Company's current subsidiaries until September 2000 at which time Mr. A.
Trenk was appointed Chairman of the Executive Committee. In October 2001, Mr. A.
Trenk resumed his role of Chairman of the Company. In addition, Mr. A. Trenk is
an officer and director of various corporations engaged in the ownership and
development of real property and the operation of helicopter landing facilities,
helicopter charter, air taxi, sightseeing and tour operations. Mr. A. Trenk is
also a founding principal of Holding Capital Group, a 20 year old merchant
banking firm based in New York City. Mr. A. Trenk is the father of Steven L.
Trenk, the Company's Chairman, President and Chief Operating Officer, and the
brother-in-law of Martin G. Jacobs, M.D., a director of the Company.

         STEVEN L. TRENK, a founder of the Company, has served as President of
the Company and each of the Company's subsidiaries, other than Renal Management,
Inc. ("RMI"), from October 1991 until October 2001, and Chairman of the Company
from September 2000 through October 2001, at which time Mr. S. Trenk was
appointed Chief Executive Officer of the Company. Mr. S. Trenk has served as
Vice President for Business Development of TechTron from 1987 through October
1991 and, since December 1993, has served as the President of Alpha
Administration Corp., a former consulting customer of the Company. Mr. S. Trenk
served as Vice Chairman of RMI, a majority- owned subsidiary of the Company,
until its sale in 1998. Mr. S. Trenk is the Treasurer of Upper Manhattan
Dialysis Center, Inc., a former consulting customer of the Company, and also
serves as the Vice President of Orange Y Associates, Inc. a real estate
development company. Mr. S. Trenk is the son of Mr. A. Trenk and the nephew of
Dr. Jacobs.

         KEITH M. BLAKELY has served as the President and Chief Operating
Officer of the Company since October 2001. Mr. Blakely founded Advanced
Refractory Technologies, Inc. (ART), a company focusing on the development of
new technology for synthesizing ceramic powers. ART employed over 300 employees
operating in two US facilities and with three international joint ventures and
partnerships. Mr. Blakely spearheaded the establishment of ART's fuel cell
research, development, and manufacturing operations. In 2001, ART was acquired
by a subsidiary of Tyco International, a $36 billion conglomerate.

         MARTIN G. JACOBS, M.D., a founder of the Company, is a physician
engaged in the treatment of renal disease and hypertension. Dr. Jacobs is
President of Nephrological Associates, P.A., which he founded in 1964. Dr.
Jacobs served as the Corporate Medical Director for the Company until September
2001 and for TechTron since formation. Dr. Jacobs is the brother-in-law of Mr.
A. Trenk and the uncle of Mr. S. Trenk.

         JEFFREY B. MENDELL is the Chairman of the Board of Directors and Chief
Executive Officer of JBM Realty Capital Corp. through which he acts as principal
in the acquisition and development of commercial real estate. He was the
President of National Realty & Development Corp., a privately-held corporation
which owns and manages commercial real estate, from May 1992 to August 1996. Mr.
Mendell also participates in various other business ventures.


                                        2


<PAGE>




         STANLEY B. AMSTERDAM was the Product Manager for the elastic fabrics
division of Guilford Mills, Inc., a Fortune 500 company based in New York and
listed on the American Stock Exchange, a position he held for approximately 20
years. Guilford is one of the world's largest manufacturers of elasticized
fabrics to the automotive and apparel industries. Mr. Amsterdam was instrumental
in the design and development of these and similar products during his tenure at
Guilford and at prior companies. Mr. Amsterdam spent his career as a leading
sales and marketing executive responsible for development and oversight of
national and international sales programs.

         MARK N. RAAB joined the Company in 1995, was appointed Controller in
1997, Chief Financial Officer and Treasurer in 1998, and Secretary in 1999. From
1987 until joining the Company, Mr. Raab worked in the banking industry in
various positions, the last being Accounting Manager, the position he held with
First Fidelity Bank N.A. Mr. Raab holds a Bachelor's degree in Business
Administration.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors, executive officers, and
shareholders who beneficially own more than 10% of any class of equity
securities of the Company registered pursuant to Section 12 of the Exchange Act
(the "Reporting Persons") to file initial reports of ownership and reports of
changes in ownership with respect to the Company's equity securities with the
Securities and Exchange Commission (the "SEC"). All Reporting Persons are
required by SEC regulation to furnish the Company with copies of all reports
that such Reporting Persons file with the SEC pursuant to Section 16(a). Based
on a review of these filings, the Company believes that all required filings
were timely made.

ITEM 10.  EXECUTIVE COMPENSATION

        The following table sets forth certain information for all persons
serving as Chief Executive Officer of TechSys in the last fiscal year and the
other most highly compensated executive officers of TechSys (together, the
"Named Executive Officers") for services rendered in all capacities during the
three fiscal years ended December 31, 2001, 2000, and 1999:





                                       3





<PAGE>


<TABLE>
<CAPTION>



                         SUMMARY COMPENSATION TABLE (1)

                                                                                      Long-Term
                                               Annual Compensation                 Compensation
                                    --------------------------------------------

                                                                                     Common
                                                                                     Stock
                                                                                   Underlying
NAME AND PRINCIPAL POSITION         FISCAL           SALARY           BONUS       OPTIONS/SARS
---------------------------         ------           ------           -----       ------------
                                     YEAR              $                $
                                     ----              -                -
<S>                                  <C>          <C>             <C>             <C>
Steven L. Trenk                     2001          219,231          --                --
Chief Executive Officer             2000          250,000          --            56,250
                                    1999          250,000          --                --

Alvin S. Trenk                      2001          250,000(2)       --                --
Chairman                            2000          300,000(2)       --            56,250
                                    1999          300,000(2)       --                --

<FN>

(1)      See "Certain Relationships and Related Transactions" for additional
         information with respect to benefits received by certain members of
         management of TechSys.

(2)      Paid to TEI.  See "--Compensation Arrangements."
</FN>
</TABLE>



              AGGREGATED OPTION/SAR EXERCISES AND LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION/SAR VALUES

         The following table summarizes for each of the Named Executive
Officers, the number of stock options, if any, exercised during the fiscal year
ended December 31, 2001, the aggregate dollar value realized upon exercise, the
total number of securities underlying unexercised options, if any, held at
December 31, 2001 and the aggregate dollar value of in-the-money unexercised
options, if any, held at December 31, 2001. Value realized upon exercise is the
difference between the fair market value of the underlying stock on the exercise
date and the exercise or base price of the option. Value of unexercised,
in-the-money options at fiscal year-end is the difference between the exercise
or base price and the fair market value of the underlying stock on December 31,
2001. The last sale price of the Common Stock on December 31, 2001 was $.42. The
values in the column "Value of Unexercised In-The-Money Options/SARs at FY-End
and Interim Period End" have not been, and may never be, realized. The
underlying options have not been, and may not be, exercised, and actual gains,
if any, on exercise will depend upon the value of the underlying stock on the
date of exercise.





                                        4



<PAGE>




         No options were exercised by the named executive officers during the
2001 fiscal year. The following table sets forth information regarding the value
of unexercised options held by the Named Executive Officers of the Company.
<TABLE>
<CAPTION>


              NUMBER OF SECURITIES UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED
                          OPTIONS/SARS AT                    IN-THE-MONEY OPTIONS/SARS AT
                  FY-END AND INTERIM PERIOD END (1)        FY-END AND INTERIM PERIOD END (1)
                 ----------------------------------   ----------------------------------------------
NAME               EXERCISABLE      UNEXERCISABLE          EXERCISABLE      UNEXERCISABLE

<S>                  <C>              <C>                      <C>            <C>
Alvin S. Trenk       356,250          393,750                  $0             $   0
Steven L. Trenk      381,250          393,750                   0                 0


<FN>

(1)      Securities represent shares of Common Stock underlying options.
</FN>
</TABLE>

<TABLE>
<CAPTION>


                         OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                    (INDIVIDUAL GRANTS)

                     NUMBER OF
                     SECURITIES      % OF TOTAL
                     UNDERLYING      OPTIONS/SARS
                     OPTIONS/SARS    GRANTED TO     EXERCISE OR BASEXPIRATION
NAME                 GRANTED (1)     EMPLOYEES       PRICE ($/SH)       DATE
----                 -----------     ---------       ------------      -----

<S>                   <C>            <C>              <C>            <C>
Alvin S. Trenk           --             --                --             --
Steven L. Trenk          --             --                --             --


<FN>

(1)      Securities represent shares of Common Stock underlying options.
</FN>
</TABLE>


REPORT ON REPRICING OF OPTIONS

         In February 1996, the Board of Directors of the Company, on the
recommendation of the Compensation Committee, adopted a stock option plan (the
"Contingent Plan") substantially similar to the 1997 Plan and granted certain
options thereunder. The Board of Directors conditioned the effectiveness of the
Contingent Plan on approval by the shareholders of the Company within twelve
months after adoption.

         At the time of the adoption of the Contingent Plan, the Board of
Directors granted options under the 1994 Plan to officers of the Company and
granted options, subject to shareholder approval, to officers, directors and
substantially all employees of the Company under the Contingent Plan. Options
were granted to employees generally to reward them for the services they had
performed for the Company in connection


                                       5

<PAGE>



with the prior operations of the Company, the efforts they expended at the time
of the Company's reorganization and initial public offering, and as a future
incentive to the employees. Options were granted under the 1994 Plan and the
Contingent Plan to officers and directors of the Company for substantially the
same reasons that options were granted to employees generally and, in addition,
to reward certain of those officers and directors for voluntarily decreasing
their pay for the benefit of the Company and for undertaking obligations under
various guarantees on behalf of the Company. The Contingent Plan was not
approved by the shareholders within twelve months of approval by the Board of
Directors. Accordingly, in February 1997, the Board of Directors adopted the
1997 Plan. At the time of adoption of the 1997 Plan, the Board of Directors
granted options to substantially all officers, directors and employees to whom
options were granted under the Contingent Plan at the then current fair market
value for substantially the same reasons for which the grants were originally
made under the Contingent Plan. In addition, the Board of Directors believed
that those officers who had received grants in 1996 under the 1994 Plan should
be accorded the same reduction in exercise price as those officers, directors
and employees who were conditionally granted options under the Contingent Plan.
As a result, at the time of the adoption of the 1997 Plan, the Board of
Directors also repriced all options previously granted under the 1994 Plan,
which options were not exercisable on or before the sixth month following the
repricing.

                                                          THE BOARD OF DIRECTORS



         REPORT OF AUDIT COMMITTEE

         The Audit Committee of the Board of Directors is comprised of two
independent directors, Jeffrey B. Mendell, the Chairman of the Audit Committee,
and Stanley B. Amsterdam. Its primary function is to oversee the Company's
system of internal controls, financial reporting practices and audit function to
ensure their quality, integrity and objectivity. The Board of Directors has
adopted and approved a written charter for the Audit Committee.

         In 2001, the Audit Committee reviewed the overall audit scope, plans
and results of the audit engagement. The Committee met with the independent
auditors to discuss the year's audit. The Committee reviewed and discussed the
Company's annual financial statements with management before issuance.

         The Audit Committee has discussed with the independent auditors the
matters required to be discussed by SAS 61, COMMUNICATION WITH AUDIT COMMITTEES,
of the Auditing Standards Board of the American Institute of Certified Public
Accountants, to the extent applicable. The Audit Committee has received and
reviewed the written disclosures and confirmation from the independent auditors
required by Independence Standards Board Standard No. 1, INDEPENDENCE
DISCUSSIONS WITH AUDIT COMMITTEE, of the Independence Standards Board, and has
discussed with the auditors the auditors' independence.



                                       6




<PAGE>





         Based on the foregoing review and discussions, and in reliance on
Section 14A:6-14(2) of the New Jersey Business Corporation Act permitting
reliance on the reports prepared by an independent public accountant or firm of
such accountants, the Audit Committee recommended to the Board of Directors that
the audited financial statements be included in the Company's Annual Report on
Form 10-KSB, as amended, for the year ended December 31, 2001.

                                                Audit Committee

                                                Jeffrey B. Mendell, Chairman
                                                Stanley B. Amsterdam

 DIRECTOR COMPENSATION

         The non-employee directors of the Company receive compensation of
$1,000 per meeting of the Board of Directors attended and $500 for each meeting
of a committee of the Board of Directors which they attend as a committee
member. Directors are entitled to participate in the Directors' Plan and certain
directors received options to acquire Common Stock pursuant to the 2000 and 1997
Plans. See "Compensation Plans."

COMPENSATION ARRANGEMENTS

         EMPLOYMENT AGREEMENTS

         The Company entered into a consulting agreement with TEI dated as of
April 1, 1994 (the "TEI Agreement"). TEI is wholly-owned by Alvin S. Trenk.
Under the terms of the TEI Agreement, TEI agreed to make Mr. A. Trenk available
to serve as the Chairman of the Board of Directors and Chief Executive Officer
of the Company and director of any of the subsidiaries of the Company, and to
serve as a shareholder, officer and director of any entity to which the Company
provides services, equipment and supplies. Mr. A. Trenk is required to perform
up to 750 hours of service to the Company per year. The TEI Agreement provides
for payments by the Company to TEI of a fee of $300,000 per year plus such cash
bonuses as may be determined by the Board of Directors. The TEI Agreement has an
initial term of five years which automatically renews for an additional year on
every anniversary date unless such renewal is terminated by the Board of
Directors in writing not less than 90 days prior to the anniversary date or
unless the TEI Agreement is otherwise terminated pursuant to its terms.
Effective November 1, 2001, all payments by the Company due under the TEI
Agreement were deferred indefinitely.

         The Company has agreed to permit the employees of TEI to participate in
employee benefit plans established for senior management of the Company. The
Company has also agreed to make payments, not in excess of $1,500 per month, for
an automobile for Mr. A. Trenk's use, to pay for $1,000,000 of term life
insurance for Mr. A. Trenk, the beneficiary of which will be the Company, to pay
for disability insurance for Mr. A. Trenk and to permit Mr. A. Trenk to
participate in stock option plans consistent with other members of senior
management of the Company. The TEI Agreement terminates upon the death of Mr. A.
Trenk and may be terminated by the Company upon his disability.




                                        7


<PAGE>

         Steven L. Trenk entered into an employment agreement with the Company
dated as of April 1, 1994 (the "Employment Agreement") providing for an annual
base salary of $150,000 for serving as President of the Company and its
subsidiaries. In May 1998, the Board of Directors amended the Employment
Agreement and increased Mr. S. Trenk's annual base salary to $250,000. In
addition, Mr. S. Trenk is entitled to receive an annual bonus equal to 10% of
the Company's pre-tax income in excess of the prior year's pre-tax income, up to
100% of base salary. The amended Employment Agreement has an initial term of
five years and renews for an additional one year term on every anniversary date,
unless terminated by the Board of Directors in writing no later than 90 days
prior to the end of the initial or any renewal term or unless sooner terminated
upon the death or disability of Mr. S. Trenk. Effective November 1, 2001,
payments by the Company to the Company's Chief Executive Officer under his
Employment Agreement were reduced indefinitely from $250,000 to $50,000 annually
with a 100% deferral of reduced payment amounts.

         The Company has also agreed to permit Mr. S. Trenk to participate in
any employee benefit plans established for senior management employees of the
Company, to make payments not in excess of $1,500 per month on an automobile for
his use, to pay for $1,000,000 term life insurance for Mr. S. Trenk, the
beneficiary of which will be the Company, to pay for disability insurance for
Mr. S. Trenk, and to permit Mr. S. Trenk to participate in stock option plans
consistent with other members of senior management of the Company. Under the
terms of Mr. S. Trenk's amended Employment Agreement, Mr. S. Trenk is entitled
to terminate his employment if there is a "change of control" of the Company. If
Mr. S. Trenk terminates his employment as a result of a change of control, he
will be entitled to receive all amounts due to him from the Company to the date
of termination plus two years' base salary, payable in cash in two lump sum
payments. A "change of control" pursuant to the amended Employment Agreement
includes, among other things: (i) the approval by the shareholders of the
Company of a merger, as a result of which the shareholders of the Company
immediately prior to such approval do not, immediately after the consummation of
such transaction, own more than 50% of the voting stock of the surviving entity;
(ii) the acquisition, other than from the Company directly, by any person or
group (other than Messrs. Trenk, or Dr. Jacobs, or their respective family
members or any person in which any of them individually or collectively holds
30% or more of the voting stock) of beneficial ownership of 50% or more of the
outstanding Common Stock, or (iii) if the individuals who serve on the Board of
Directors as of the date of the Employment Agreement no longer constitute a
majority of the members of the Board of Directors, provided, however, that any
person who becomes a director subsequent to the date of the Employment Agreement
who is elected to fill a vacancy by a majority of the individuals then serving
on the Board shall be considered as if such person was a member prior to the
commencement date.

         Martin G. Jacobs, M.D. entered into a medical director agreement with
the Company dated as of April 1, 1994, as amended (the "Medical Director
Agreement"). The Medical Director Agreement provided for an annual base salary
of $111,000 for serving as Corporate Medical Director and agreeing to devote not
less than 500 hours per year to the business of the Company. The Medical
Director Agreement had an initial one year term and was renewable by the Company
every anniversary thereafter,



                                       8


<PAGE>



unless terminated by the Board of Directors in writing no later than 90 days
preceding the anniversary date. The Medical Director Agreement was terminated by
mutual consent of the parties on September 30, 2001. The Medical Director
Agreement had provided that Dr. Jacobs participate in any employee benefit plans
established for senior management employees of the Company. The Company had also
agreed to make payments not in excess of $500 per month for an automobile for
Dr. Jacob's use, to pay for disability insurance for Dr. Jacobs and to permit
Dr. Jacobs to participate in stock option plans consistent with other members of
senior management of the Company.


         Keith A. Blakely entered into an employment agreement with the Company
dated as of October 1, 2001. The agreement has an initial term of two years, may
be extended by the Company for an additional year, and provides for an annual
base salary of $100,000 for his service as President and Chief Operating Officer
of the Company and its subsidiaries. The Company granted Mr. Blakely options to
purchase 150,000 shares of common stock of the Company at an exercise price of
$1.00 per share, vesting at a rate of 12,500 shares per month, under the
Company's 2000 Incentive Compensation Plan.

         Mr. Blakely's agreement provides that if the Company receives certain
funding by October 1, 2002, he may elect to forgo receiving his salary and
terminated all of the then unvested portion of the options to purchase 150,000
shares of the Company common stock granted to him and instead receive from the
Company an annual base salary of $250,000 for the remainder of the term of
agreement.

         The Company also granted Mr. Blakely options to purchase 450,000 shares
of the Company's common stock at an exercise price of $1.00, vesting over a
period of 18 months beginning on April 1, 2002 and ending on September 1, 2003.
These options were granted under the Company's 2000 Incentive Compensation Plan
and would be unaffected by Mr. Blakely's election, as described above, to forgo
his then-current base and terminate the unvested portion of his options to
purchase 150,000 shares of the Company's common stock upon the Company's receipt
of certain funding.

         Each of Mr. A. Trenk and Mr. S. Trenk have agreed that during the term
of his respective compensation agreement discussed above, he will not, directly
or indirectly, engage in business activities that are competitive with the
Company's activities in any county of any state in the United States, or any
country outside of the United States, in which, during his employment, the
Company conducted any material business or in which its customers were located.
In addition, each such individual has agreed that he will not solicit or accept
business from any customers of the Company or hire any employees of the Company
and shall maintain the Company's proprietary information during the term of his
compensation agreement and for at least one year after the expiration of such
agreement.

         Mr. Blakely has agreed that he will not engage in business activities
that are competitive with the Company's business or solicit customers of the
Company during the term of his compensation agreement and for a period of one to
two years after the termination of his employment with the Company, depending
upon the circumstances of such termination. Mr. Blakely has agreed that during
the applicable period, he will not solicit or accept business from any customers
of the Company, influence any employee of the Company to terminate his or her
employment with the Company, or hire any employees, or certain former employees,
of the Company. Mr. Blakely has also agreed to maintain the Company's
confidential and proprietary information during the term of his compensation
agreement and thereafter.

COMPENSATION PLANS

         DIRECTORS' STOCK OPTION PLAN

         The Directors' Stock Option Plan (the "Directors' Plan") covers 200,000
shares of Common Stock. The Directors' Plan is intended to encourage directors
who are not on the active salaried payroll of the Company (a "non-employee
director") to invest in the Common Stock of the Company in order to promote
long-term shareholder value and increase the non-employee directors' personal
interest in the continued success and progress of the Company.

         The Directors' Plan provides that on July 1 of each year, commencing on
July 1, 1994, each non-employee directors shall, automatically and without
necessity of any action by the Board of Directors, receive a non-statutory
option for 10,000 shares of Common Stock with an exercise price per share equal
to the fair market value of a share as of the date of grant of the option. The
option is exercisable upon payment of the exercise price in cash at any time
during the period commencing one year after the date of the option is granted
and terminating ten years after the date of grant, provided that the person
exercising the option has been at all relevant times a member of the Board of
Directors. A non-employee director must exercise his or her option (to the
extent it is then exercisable) prior to the earlier of three years after leaving
the Board of Directors or the expiration date of the option. Upon the death of a
non- employee



                                        9


<PAGE>


director, the option must be exercised prior to the earlier of one year after
such death or the expiration date of the option. Unless sooner terminated by the
Board of Directors, the Directors' Plan terminates in 2004. As of December 31,
2001, 150,000 options had been issued under the Directors' Plan.

         1994 LONG-TERM INCENTIVE AWARD PLAN

         The Company 1994 Long-Term Incentive Award Plan (the "1994 Plan")
covers 300,000 shares of Common Stock pursuant to which officers and key
employees of the Company designated as senior executives are eligible to receive
incentive and/or non-statutory stock options, awards of shares of Common Stock
and stock appreciation rights ("SARs"). The 1994 Plan, which expires in 2004, is
generally administered by the Compensation Committee designated by the Board of
Directors. The Board of Directors in its entirety may also administer the 1994
Plan. The purposes of the 1994 Plan are to assist in attracting, retaining, and
motivating senior executives and to promote the identification of their
interests with those of the shareholders of the Company. Incentive stock options
and SARs granted under the 1994 Plan are generally exercisable during the period
commencing six months after the date the option is granted and terminating ten
years after the date of grant. The exercise prices for incentive stock options
are not less than the fair market value of the Common Stock on the date of the
grant. In addition, a SAR may be exercised only when the fair market value of a
share exceeds either the fair market value per share on the date of grant of the
SAR or the base price of the SAR (which is determined by the Compensation
Committee) if it is not a SAR related to an option. A SAR related to an option
may be exercised only when and to the extent the option is able to be exercised.
No participant in the 1994 Plan is entitled to receive grants of options, SARs
and awards of incentive shares in the aggregate exceeding 25,000 shares per
year. As of December 31, 2001, 80,000 options had been issued under the 1994
Plan.

         1997 EQUITY INCENTIVE PLAN

         The Company 1997 Equity Incentive Plan (the "1997 Plan") covers
1,250,000 shares of Common Stock pursuant to which employees of the Company and
its subsidiaries and other persons who are in a position to make a significant
contribution to the Company and its subsidiaries are eligible to receive
incentive and/or non-qualified options, awards of shares of Common Stock and
SARs. The 1997 Plan, which expires in 2007 is generally administered by the
Compensation Committee designated by the Board of Directors. The Board of
Directors in its entirety may also administer the 1997 Plan. The purposes of the
1997 Plan are to assist in attracting, retaining, and motivating persons who can
make a significant contribution to the Company and to promote the identification
of their interests with those of the shareholders of the Company. Pursuant to
the terms of the 1997 Plan, the Company may grant awards in the form of
incentive stock options, non-statutory stock options, stock appreciation rights,
awards of



                                       10


<PAGE>



shares for no cash consideration subject to certain restrictions or awards of
shares to be delivered in the future to employees of the Company and others who
may be in a position to make a significant contribution to the Company.
Incentive stock options, however, may only be issued to employees of the
Company. Stock options granted under the 1997 Plan are generally exercisable
during the period commencing six months after the date of grant of the option
and terminating ten years after the date of grant (five years in the case of an
option granted to a holder of 10% of the issued and outstanding shares of the
Company). Options are generally exercisable at an exercise price which is not
less than the fair market value of the Common Stock on the date of grant. SARs
granted under the 1997 Plan are exercisable during the period established by the
committee (except in the event of death or disability of the holder), or in the
case of a SAR related to an option, the expiration of the related option. In
addition, a SAR may be exercised only when the fair market value of a share
exceeds either the fair market value per share on the date of grant of the SAR
or the base price of the SAR (which is determined by the Compensation Committee)
if it is not a SAR related to an option. A SAR related to an option may be
exercised only when and to the extent the option is able to be exercised. As of
December 31, 2001, 1,101,100 options had been issued under the 1997 Plan.

         2000 EQUITY INCENTIVE PLAN

         The Company's 2000 Equity Incentive Plan (the "2000 Plan") covers
3,500,000 shares of Common Stock pursuant to which employees of the Company and
its subsidiaries and other persons who are in a position to make a significant
contribution to the Company and its subsidiaries are eligible to receive
incentive and/or non-qualified options, awards of shares of Common Stock and
SARs. The 2000 Plan is generally administered by the Compensation Committee
designated by the Board of Directors. The Board of Directors in its entirety may
also administer the 2000 Plan. The purposes of the 2000 Plan are to assist in
attracting, retaining, and rewarding high-quality executives, employees and
other persons who provide services to the Company and/or its subsidiaries and to
promote the identification of their interests with those of the shareholders of
the Company. Pursuant to the terms of the 2000 Plan, the Company may grant
awards in the form of incentive stock options, non-statutory stock options,
stock appreciation rights, awards of shares for no cash consideration subject to
certain restrictions or awards of shares to be delivered in the future to
employees of the Company and others who may be in a position to make a
significant contribution to the Company. Options are generally exercisable at an
exercise price which is not less than the fair market value of the Common Stock
on the date of grant. SARs granted under the 2000 Plan are exercisable during
the period established by the committee (except in the event of death or
disability of the holder), or in the case of a SAR related to an option, the
expiration of the related option. In addition, a SAR may be exercised only when
the fair market value of a share exceeds either the fair market value per share
on the date of grant of the SAR or the base price of the SAR (which is
determined by the Compensation Committee) if it is not a SAR related to an
option. A SAR related to an option may be exercised only when and to the extent
the option may/can be exercised.



                                       11



<PAGE>


         401(K) PLAN

         In January 1994, the Company adopted a salary deferral and savings plan
(the "Savings Plan") which is qualified under section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code") and includes a qualified cash or
deferred arrangement under Section 401(k) of the Code. Subject to limits set
forth in the Code, an employee who meets certain age and service requirements
may participate in the Savings Plan by contributing through payroll deductions
up to 15% of compensation into an account- established for the participating
employee and may allocate amounts in such account among a variety of investment
vehicles. The Company makes matching contributions to an employee's account in
an amount of up to and including 10% of the first 6% of the compensation
contributed by each employee. The Savings Plan also provides for loans to, and
withdrawals by, participating employees, subject to certain limitations.






                                                           11


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of April 15,
2002, regarding the beneficial ownership of the Common Stock of TechSys and the
common stock of TechTron by each director and executive officer, and by all
directors and executive officers as a group, and by each person known to be the
beneficial owner of more than five percent of the outstanding Common Stock. The
Company has been advised that each beneficial owner listed below has sole voting
and dispositive power with respect to such shares unless otherwise noted in the
footnotes below.
<TABLE>
<CAPTION>

                                                                                         PERCENT OF
                                    AMOUNT AND NATURE OF                                 OUTSTANDING
                                     BENEFICIAL OWNERSHIP                               COMMON STOCK

NAME AND ADDRESS                    COMPANY          TECHTRON         COMPANY             TECHTRON
OF BENEFICIAL OWNER                 COMMON STOCK    COMMON STOCK    COMMON STOCK        COMMON STOCK
-------------------                 ------------    ------------    ------------        ------------

<S>                                 <C>               <C>          <C>                    <C>
TechTron, Inc. (1)                  1,377,405(2)        --            29.28%                 --
Lazar & Company, I.G., LLC          1,050,000(3)        --            18.91%                 --
Fuel Cell Companies,Inc.              780,000(4)        --            16.58%                 --
Alvin S. Trenk (1)                    798,100(5)        975           39.89%               97.5%
Steven L. Trenk (1)                   776,000(6)        975           39.31%               97.5%
Martin G. Jacobs, M.D. (1)            775,000(7)        975           39.29%               97.5%
Keith Blakely (1)                     600,000(8)        --            11.31%                 --
Jeffrey B. Mendell(1)                 220,000(9)        --             4.47%                 --
Stanley B. Amsterdam(1)               112,485(10)       --             2.34%                 --
Mark N. Raab(1)                       120,000(11)       --             2.49%                 --
All Directors and Officers
 as a Group (7 persons)             4,778,990           975           59.34%                97.5%

<FN>

(1)  The address of each beneficial owner is 147 Columbia Turnpike, Suite 109,
     Florham Park, New Jersey 07932.

(2)  Represents shares of Common Stock held by TechTron, Inc., a principal
     shareholder of the Company. Alvin S. Trenk, Steven L. Trenk and Martin G.
     Jacobs, M.D., officers and directors of the Company, are officers,
     directors and principal stockholders of TechTron and directly own an
     aggregate of approximately 97.5% of the outstanding common stock of
     TechTron. Mr. A. Trenk, Mr. S. Trenk and Dr. Jacobs are treated as a group
     herein for purposes of determining beneficial ownership.

(3)  Represents (i) 200,000 shares of Common Stock and (ii) a warrant to
     purchase up to 850,000 shares of Common Stock exercisable at $3.00 per
     share issued pursuant to a Securities Purchase Agreement dated June 2,
     2000, as amended December 5, 2000.

(4)  Represents 780,000 shares of Common Stock issued in 2001 to Fuel Cell
     Companies, Inc. in connection with the Company's acquisition of its fuel
     cell subsidiaries.

(5)  Mr. A. Trenk serves as Chairman and a director of the Company. Includes (i)
     450,000 shares issuable upon exercise of a warrant exercisable at $3.00 per
     share which was issued as an additional incentive for Mr. A. Trenk to help
     the Company complete transactions in the technology sector (the warrant is
     subject to certain vesting criteria based upon the Company's Market
     Capitalization, as such term is defined in the warrant), (ii) 150,000
     shares issuable upon exercise of options exercisable at $1.4375 per share
     which were issued under the Company's 1997 Equity Incentive Plan, and (iii)
     150,000 shares issuable upon exercise of options exercisable at $1.875
     which were issued under the 1997 Plan. Does not include 180,000 shares
     issuable upon exercise of warrants held by Holding Capital Management, LLC,
     an entity in which Mr. A. Trenk holds 10% of the outstanding securities.
     Mr. A. Trenk may also be considered to beneficially own, and to have shared
     investment and voting power with respect to, all shares of Common Stock
     owned by TechTron.



                                       12


<PAGE>


(6)  Mr. S. Trenk serves as Chief Executive Officer and a director of the
     Company. Represents (i) 450,000 shares issuable upon exercise of a warrant
     exercisable at $3.00 per share which was issued as an additional incentive
     for Mr. S. Trenk to help the Company complete transactions in the
     technology sector (the warrant is subject to certain vesting criteria based
     upon the Company's Market Capitalization, as such term is defined in the
     warrant), (ii) 150,000 shares issuable upon exercise of options exercisable
     at $1.4375 per share which were issued under the 1997 Plan, (iii) 104,000
     shares issuable upon exercise of options exercisable at $1.875 per share
     which were issued under the 1997 Plan, (iv) 46,000 shares issuable upon
     exercise of options exercisable at $1.15625 per share which were issued
     under the 1997 Plan, (v) 25,000 shares issuable upon exercise of options
     exercisable at $1.875 per share which were issued under the Company's 1994
     Long Term Incentive Award Plan, and (vi) 1,000 shares held in the name of
     Mr. S. Trenk's children. Mr. S. Trenk may also be considered to
     beneficially own, and to have shared investment and voting power with
     respect to, all shares of Common Stock owned by TechTron.

(7)  Dr. Jacobs serves as a director of the Company. Represents (i) 450,000
     shares issuable upon exercise of a warrant exercisable at $3.00 per share
     which was issued as an additional incentive for Dr. Jacobs to help the
     company complete transactions in the technology sector (the warrant is
     subject to certain vesting criteria based upon the Company's Market
     Capitalization, as such term is defined in the warrant), (ii) 150,000
     shares issuable upon exercise of options exercisable at $1.4375 per share
     which were issued under the 1997 Plan, (iii) 101,000 shares issuable upon
     exercise of options exercisable at $1.875 per share which were issued under
     the 1997 Plan, (iv) 49,000 shares issuable upon exercise of options
     exercisable at $1.15625 per share which were issued under the 1997 Plan,
     and (v) 25,000 shares issuable upon exercise of options exercisable at
     $1.875 per share which were issued under the 1994 Plan. Dr. Jacobs may also
     be considered to beneficially own, and to have shared investment and voting
     power with respect to, all shares of Common Stock owned by TechTron.

(8)  Mr. Blakely serves as President and Chief Operating Officer of the Company.
     Represents 600,000 shares issuable upon exercise of options exercisable at
     $1.00 per share, which were issued under the 2000 Plan.

(9)  Mr. Mendell serves as a director of the Company. Represents (i) 80,000
     shares issuable upon exercise of options issued in increments of 10,000
     shares annually under the Directors' Plan exercisable at $5.75, $5.875,
     $3.875, $1.00, $2.00, $3.9375, $3.875 and $1.40 per share, ii) 40,000
     shares issuable upon exercise of options exercisable at $1.875 per share,
     (iii) 50,000 shares issuable upon exercise of options exercisable at
     $1.4375 issued under the 1997 Plan, and (iv) 50,000 shares issuable upon
     exercise of options exercisable at $3.50 per share which were issued under
     the 2000 Plan.

(10) Mr. Amsterdam serves as a director of the Company. Includes (i) 40,000
     shares issuable upon exercise of options issued in increments of 10,000
     shares annually under the Directors' Plan exercisable at $2.00, $3.9375,
     $3.875 and $1.40 per share, (ii) 20,000 shares issuable upon exercise of
     options exercisable at $2.375 per share issued under the 1997 Plan, and
     (iii) 50,000 shares issuable upon exercise of options exercisable at $3.50
     per share which were issued under the 2000 Plan.

(11) Mr. Raab serves as Chief Financial Officer and Secretary of the Company.
     Represents (i) 250 shares issuable upon exercise of options exercisable at
     $1.875 per share, 2,500 shares issuable upon exercise of options
     exercisable at $1.75 per share, 10,000 shares issuable upon exercise of
     options exercisable at $2.00 per share, 37,250 shares issuable upon
     exercise of options exercisable at $2.375 per share, and 25,000 shares
     issuable upon exercise of options exercisable at $2.00 per share which were
     issued under the 1997 Plan, and 20,000 shares issuable upon exercise of
     options exercisable at $3.50 per share which were issued under the 2000
     Plan and (ii) 25,000 shares issuable upon exercise of options exercisable
     at $1.31 per share which were issued under the 2000 Plan.

</FN>
</TABLE>




                                       13


<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

DRY CLEANING TRANSACTIONS

         On November 16, 1999, the Company sold its majority interest in United
Dry Cleaning, LLC to UDC Acquisition Corp., Inc. ("UDC Acquisition"), an Arizona
corporation, pursuant to terms of a Stock Purchase Agreement. The majority of
the outstanding common stock of UDC Acquisition is owned by Jeffrey M. Trenk,
son of Alvin S. Trenk, Chairman of the Company, brother of Steven L. Trenk,
Chief Executive Officer of the Company, and nephew of Martin G. Jacobs, M.D. a
Director of the Company, collectively, the "Certain Executive Officers." The
aggregate purchase price for the Company's stock interest, $10,000, was offset
against amounts due to Jeffrey M. Trenk from the Company. The sale included net
fixed assets of $199,292, and a write-off of net goodwill of $588,959, offset by
a relief from liabilities of $1,544,015.

         Under the terms of the sale, UDC Acquisition acquired substantially all
of the assets and substantially all of the liabilities of United at the time of
sale. The Company did not recognize a gain related to the transaction until 2000
due to pending litigation by Ultimate Cleaners, Inc. (A company that previously
sold its dry cleaning assets to United). The Company was notified by UDC
Acquisition that it executed a settlement agreement with Ultimate for all
amounts due under the Settlement Agreement between United and Ultimate. As a
result, in 2000 the Company recognized a gain of $755,764 related to the sale.

         Jeffrey M. Trenk currently provides consulting services to the
Company's dry cleaning operation and is paid approximately $120,000 per year. On
March 21, 2000, the Company awarded 30,000 shares of the Company's common stock,
valued at $180,000, as additional compensation to Jeffrey M. Trenk. The Company
recorded $180,000 in general and administrative expenses relating to the
issuance of these shares.

         On July 31, 2001, the Company awarded Jeffrey M. Trenk a warrant to
purchase up to an aggregate of 100,000 shares of common stock at an exercise
price of $1.31, which was the fair market value of the Company's common stock on
the date of grant. The warrant was granted to Mr. J. Trenk for services provided
in connection with the Company's dry cleaning business. The warrant has an
estimated value of $113,890 calculated using the Black-Scholes option pricing
model and has been recorded in general and administrative expenses by the
Company.

INSIDER LOANS

         In 1998 and 1997, respectively, the Company loaned $350,000 and $35,000
to the then-President of the Company, who executed promissory notes for these
advances that were due and payable in full within one year. In 2001 and 1999,
the Company received $35,000 and $55,000 respectively, representing payment of
the 1997 loan and partial payment of the 1998 advances. The notes relating to
the 1998 advances bear interest at a rate imputed by the Internal Revenue
Service for instruments having a maturity of one or more years (4.33% to 5.58%).
The Company has extended the term of the notes to be payable prior to December
31, 2002.




                                       14


<PAGE>


TRANSACTIONS WITH TECHTRON

         As of December 31, 2001, the Company advanced $355,022 to TechTron,
Inc. ("TechTron") net of repayments. Most of the outstanding shares of TechTron
are owned by Alvin S. Trenk, Chairman of the Company, Martin G. Jacobs, M.D., a
Director of the Company and Steven L. Trenk, Chief Executive Officer of the
Company (collectively "Certain Executive Officers"). The Company obtained from
TechTron promissory notes in a principal amount equal to the aggregate amount of
the advances the majority of which bear interest at a rate of 8% per annum and
are payable upon demand. All amounts due from TechTron are unsecured but
guaranteed by Certain Executive Officers.

         In connection with the Company's acquisition of the majority interests
in its fuel cell subsidiaries (See Note 2), the Company issued a promissory note
in the principal amount of $725,866, which was assigned to TechTron (the
"TechTron Note"). The TechTron Note was issued in connection with the Company's
purchase and cancellation of certain notes of Fuel Cell Companies, Inc. ("FCCI")
which were secured by FCCI's interests in its former subsidiaries and certain
other assets of FCCI. The TechTron Note bears an interest rate of 8% and was due
and payable on or before October 29, 2001. TechTron has agreed to extend the due
date of the TechTron Note to April 30, 2002. Amounts due from TechTron have been
offset by the Company with amounts due to TechTron as of December 31, 2001.

DIALYSIS BUSINESS

         The Company previously loaned monies to, provided services to and
incurred liabilities on behalf of Upper Manhattan Dialysis Center, Inc.,
("UMDC") and certain of its shareholders. UMDC is 50% owned by Certain Executive
Officers and was a consulting customer of the Company. Amounts due from
consulting customer as of December 31, 2000 consisted of the $1,279,891 payment
received by the Company from UMDC in 2001. The Company received a subsequent
payment from UMDC of $600,000 in 2001. The Company recognized $600,000 and
$1,694,972, respectively, in revenues related to payments from UMDC in 2001 and
2000 not previously recorded as receivables due to realization uncertainties.
Such revenues are included in income from discontinued operations.

         In 2001, Alpha Administration Corp. ("Alpha") and Continental Dialysis
of the Bronx, Inc. ("CDBI") were dissolved. At the time of Alpha's dissolution,
amounts payable to Alpha by the Company totaled $68,779. Amounts payable to
Alpha were offset by the Company in 2001 with accrued interest due from Alpha
not previously recognized by the Company due to realization uncertainties. At
the time of CDBI's dissolution, $26,512 was due the Company from CDBI. The
Company deemed these amounts uncollectible and wrote off amounts due from CDBI
in 2001. In addition, $120,000 due the Company from CDBI under its consulting
and service agreement were deemed uncollectible by the Company. These fees had
not been previously recorded by the Company due to realization uncertainties.




                                       15

<PAGE>




ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K

              (a)          Exhibits to the Company's Annual Report on Form
                           10-KSB, as amended, are available upon written
                           request to the Secretary of the Company. All such
                           requests shall be made to the Secretary as follows:

                           TechSys, Inc.
                           147 Columbia Turnpike - Suite 109
                           Florham Park, New Jersey 07932
                           Attention: Mark N. Raab - Chief Financial Officer
                                and Secretary
                           (973) 236-1919

              (b)          Reports on Form 8-K.

                           On August 15, 2001, the Company filed with the SEC a
                           current Report on Form 8-K reporting an event under
                           Item 2-Acquisition or Disposition of Assets which was
                           amended by the Form 8-K/A filed by the Company with
                           the SEC on October 15, 2001.







                                       16







<PAGE>


                                   SIGNATURES

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

                                                  TECHSYS, INC.

Date: April 30, 2002                     By:      /S/ STEVEN L. TRENK
                                                  -------------------
                                       Steven L. Trenk, Chief Executive Officer

         In accordance with the Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant in the capacities
and on the dates indicated.
<TABLE>
<CAPTION>

         SIGNATURE               CAPACITY IN WHICH SIGNED                             DATE

<S>                                  <C>                                     <C>
/S/      STEVEN L. TRENK            Chief Executive Officer                   April 30, 2002
---      ---------------
Steven L. Trenk                     (Principal Executive Officer)
                                    Director

/S/     MARTIN G. JACOBS, M.D.      Director                                  April 30, 2002
---     ----------------------
Martin G. Jacobs, M.D.


/S/      ALVIN S. TRENK             Chairman                                   April 30, 2002
---      --------------
Alvin S. Trenk                      Director


/S/      STANLEY B. AMSTERDAM       Director                                   April 30, 2002
---      --------------------
Stanley B. Amsterdam

/S/      JEFFREY B. MENDELL         Director                                   April 30, 2002
---      ------------------
Jeffrey Mendell


/S/      KEITH M. BLAKELY           President and                             April 30, 2002
---      ----------------
Keith M. Blakely                    Chief Operating Officer


/S/      MARK N. RAAB               Chief Financial Officer                    April 30, 2002
---      ------------
Mark N. Raab                        (Principal Financial Officer)


</TABLE>




                                       17




<PAGE>