U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended March 31, 2001

[ ]  Transition report under Section 13 or 15(d) of the Exchange Act

     For the transition period from __________ to __________

                         Commission File number 33-58694


                                  VITRIX, INC.
        (Exact name of small business issuer as specified in its charter)


             Nevada                                              13-3465289
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)


              51 West Third Street, Suite 310, Tempe, Arizona 85281
                    (Address of principal executive offices)


                                 (480) 967-5800
                           (Issuer's telephone number)


              (Former name, former address and former fiscal year,
                          if changed since last report)


Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes [X] No [ ]

At May 11, 2001, the issuer had  outstanding  6,295,828  shares of Common Stock,
par value $.005 per share.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS.

                                  VITRIX, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  March 31,      June 30,
                                                                    2001           2000
                                                                 -----------    -----------
                                                                 (Unaudited)
<S>                                                              <C>            <C>
                                     ASSETS
Current Assets:
  Cash and cash equivalents                                      $    23,016    $   620,765
  Accounts receivable - trade, net                                   178,714        229,717
  Inventory                                                           61,890         91,204
  Prepaid expenses and other current assets                           28,019         38,182
                                                                 -----------    -----------

        TOTAL CURRENT ASSETS                                         291,639        979,868

PROPERTY AND EQUIPMENT, NET                                          123,551        168,779
                                                                 -----------    -----------

        TOTAL ASSETS                                             $   415,190    $ 1,148,647
                                                                 ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Current portion of long-term debt                              $    79,572    $    46,303
  Accounts payable                                                   269,649         88,953
  Accrued liabilities                                                102,523        145,143
  Deferred revenue                                                   138,930        152,307
                                                                 -----------    -----------

        TOTAL CURRENT LIABILITIES                                    590,674        432,706

LONG-TERM DEBT, LESS CURRENT PORTION                                  17,413         34,231
                                                                 -----------    -----------

        TOTAL LIABILITIES                                            608,087        466,937
                                                                 -----------    -----------

COMMITMENTS:                                                              --             --

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.005 par value, 50,000,000 shares authorized,
    3,147,914 and 3,050,822 shares issued and outstanding            157,395        152,541
  Contributed capital                                              2,647,094      2,498,005
  Accumulated deficit                                             (2,997,386)    (1,968,836)
                                                                 -----------    -----------

        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                        (192,897)       681,710
                                                                 -----------    -----------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)     $   415,190    $ 1,148,647
                                                                 ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                        2
<PAGE>
                                  VITRIX, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                    Three Months Ended              Nine Months Ended
                                         March 31,                       March 31,
                                ---------------------------     ---------------------------
                                   2001            2000            2001            2000
                                -----------     -----------     -----------     -----------
<S>                             <C>             <C>             <C>             <C>
Revenues:
  Product sales                 $   165,460     $   308,407     $   751,149     $   834,237
  Services revenue                  122,266          68,105         403,117         106,150
                                -----------     -----------     -----------     -----------

    TOTAL REVENUES                  287,726         376,512       1,154,266         940,387
                                -----------     -----------     -----------     -----------

COST OF REVENUES:
  Product                            81,082         111,549         379,813         319,233
  Services                           58,138          30,052         155,186          30,052
                                -----------     -----------     -----------     -----------

    TOTAL COST OF REVENUES          139,220         141,601         534,999         349,285
                                -----------     -----------     -----------     -----------

GROSS PROFIT                        148,506         234,911         619,267         591,102
                                -----------     -----------     -----------     -----------

COSTS AND EXPENSES:
  Sales and marketing               160,797         236,936         650,860         522,458
  Research and development          136,160         152,260         499,541         359,765
  General and administrative        188,601         174,557         491,222         457,360
                                -----------     -----------     -----------     -----------

    TOTAL COSTS AND EXPENSES        485,558         563,753       1,641,623       1,339,583
                                -----------     -----------     -----------     -----------

NET LOSS FROM OPERATIONS           (337,052)       (328,842)     (1,022,356)       (748,481)
                                -----------     -----------     -----------     -----------

OTHER INCOME (EXPENSE):
  Interest expense                  (11,952)         (4,438)        (18,097)         (8,564)
  Interest income                     1,689           7,731          11,903          16,696
                                -----------     -----------     -----------     -----------

                                    (10,263)          3,293          (6,194)          8,132
                                -----------     -----------     -----------     -----------

NET LOSS                        $  (347,315)    $  (325,549)    $(1,028,550)    $  (740,349)
                                ===========     ===========     ===========     ===========

BASIC LOSS PER SHARE            $     (0.11)    $     (0.12)    $     (0.33)    $     (0.28)
                                ===========     ===========     ===========     ===========

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING              3,147,914       2,827,922       3,105,408       2,627,295
                                ===========     ===========     ===========     ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                        3
<PAGE>
                                  VITRIX, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                      FOR THE YEAR ENDED JUNE 30, 2000 AND
             THE NINE MONTH PERIOD ENDED MARCH 31, 2001 (Unaudited)

<TABLE>
<CAPTION>
                                      Preferred Stock                Common Stock
                                 --------------------------    -------------------------   Contributed   Accumulated
                                   Shares         Amount         Shares        Amount        Capital       Deficit         Total
                                 -----------    -----------    -----------   -----------   -----------   -----------    -----------
<S>                              <C>            <C>            <C>           <C>           <C>           <C>            <C>
Balance at July 1, 1999           10,000,000    $   100,000      1,324,103   $    66,205   $   956,468   $  (870,617)   $   252,056
  Issuance of stock options
  for services                            --             --             --            --        12,000            --         12,000
  Exercise of stock options               --             --          7,000           350        26,375            --         26,725
  Exercise of warrants                    --             --         26,469         1,323         4,500            --          5,823
  Sale of common stock and
  warrants, net of costs                  --             --        673,250        33,663     1,409,662            --      1,443,325
  Issuance of common stock
  for services                            --             --         20,000         1,000        39,000            --         40,000
  Preferred stock conversion     (10,000,000)      (100,000)     1,000,000        50,000        50,000            --             --
  Net loss                                --             --             --            --            --    (1,098,219)    (1,098,219)
                                 -----------    -----------    -----------   -----------   -----------   -----------    -----------

Balance at June 30, 2000                  --             --      3,050,822       152,541     2,498,005    (1,968,836)       681,710
  Exercise of stock options               --             --          9,707           484        10,193            --         10,677
  Exercise of warrants                    --             --         87,385         4,370       117,896            --        122,266
  Issuance of warrants for
  services                                --             --             --            --        21,000            --         21,000
  Net loss                                --             --             --            --            --    (1,028,550)    (1,028,550)
                                 -----------    -----------    -----------   -----------   -----------   -----------    -----------

Balance at March 31, 2001                 --    $        --      3,147,914   $   157,395   $ 2,647,094   $(2,997,386)   $  (192,897)
                                 ===========    ===========    ===========   ===========   ===========   ===========    ===========
</TABLE>

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                        4
<PAGE>
                                  VITRIX, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                         Nine Months Ended
                                                              March, 31
                                                     --------------------------
                                                        2001           2000
                                                     -----------    -----------
Increase (Decrease) in Cash and Cash Equivalents:
  Cash flows from operating activities:
  Net Loss                                           $(1,028,550)   $  (740,349)
  Adjustments to reconcile net loss to net
    cash used by operating activities:
    Depreciation                                          48,350         30,983
    Stock options and warrants issued for services        21,000         52,000
 Changes in Assets and Liabilities:
    Accounts receivable-trade                             51,003       (141,698)
    Inventory                                             29,314        (51,225)
    Prepaid expenses and other current assets             10,163        (22,936)
    Accounts payable                                     180,696        (68,566)
    Accrued liabilities                                  (42,620)        48,752
    Deferred revenue                                     (13,377)        85,896
                                                     -----------    -----------
       NET CASH USED BY OPERATING ACTIVITIES            (744,021)      (807,143)
                                                     -----------    -----------

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash received on sale of property and equipment        2,810             --
    Purchase of property and equipment                    (5,932)       (73,384)
                                                     -----------    -----------
      NET CASH USED BY INVESTING ACTIVITIES               (3,122)       (73,384)
                                                     -----------    -----------

  CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt                                   225,000             --
    Repayment of debt                                   (188,055)            --
    Repayment of capital leases                          (20,494)        (9,289)
    Proceeds from issuance of equity securities          132,943      1,470,050
                                                     -----------    -----------
      NET CASH PROVIDED BY FINANCING ACTIVITIES          149,394      1,460,761
                                                     -----------    -----------

Net change in cash and cash equivalents                 (597,749)       580,234

Cash and cash equivalents at beginning of period         620,765        376,365
                                                     -----------    -----------

Cash and cash equivalents at end of period           $    23,016    $   956,599
                                                     ===========    ===========

                   The Accompanying Notes are an Integral Part
                           of the Financial Statements

                                        5
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND INTERIM FINANCIAL STATEMENTS:

The  accompanying   financial  statements  of  Vitrix,  Inc.  ("Vitrix"  or  the
"Company") have been prepared in accordance with generally  accepted  accounting
principles ("GAAP"), pursuant to the rules and regulations of the Securities and
Exchange Commission, and are unaudited. Accordingly, they do not include all the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management,  all adjustments (which include only normal recurring
adjustments)  necessary for a fair  presentation  of the results for the interim
periods  presented  have been made.  The results for the nine month period ended
March 31, 2001, may not be indicative of the results for the entire year.  These
financial  statements  should be read in conjunction  with the Company's  Annual
Report on Form 10-KSB for the fiscal year ended June 30, 2000.

ACQUISITIONS:

On March 30, 2001,  the Company  consummated  a business  combination  with Time
America,  Inc. which included the issuance of 3,147,914  shares of Vitrix,  Inc.
common stock (post reverse split) in consideration for all outstanding shares of
Time   America,   Inc.  The   acquisition   will  be  accounted  for  under  the
pooling-of-interests  method of purchase accounting.  The accompanying financial
statements do not include the operations of Time America, Inc.

LOSS PER SHARE:

Basic loss per share of common  stock was  computed by dividing  the net loss by
the weighted average number of shares outstanding of common and preferred stock.

Diluted  earnings per share are computed based on the weighted average number of
shares of common stock and dilutive  securities  outstanding  during the period.
Dilutive  securities are options and warrants that are freely  exercisable  into
common stock at less than the prevailing market price.  Dilutive  securities are
not  included in the  weighted  average  number of shares when  inclusion  would
increase the earnings per share or decrease the loss per share.

LONG-TERM DEBT:

In January  2001,  the  Company  secured a $225,000  working  capital  loan from
certain third parties,  including  members of the Company's  Board of Directors.
The Company is obligated to make principal  payments on this indebtedness  based
on accounts receivable collections. The note bears an effective interest rate of
3% per month. As of March 31, 2001 the balance due on the note was approximately
$37,000 and was paid in full on April 4, 2001.

                                        6
<PAGE>
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCKHOLDERS' EQUITY:

On March 30, 2001, the Company's  shareholders  approved a proposal  effecting a
1-for-10  reverse stock split of the Company's  common stock.  The  accompanying
financial  statements  give  effect to the  reverse  stock split for all periods
presented.

SUBSEQUENT EVENTS:

In April 2001, the Company secured a $375,000  working capital loan from certain
third  parties,  including  members of the  Company's  Board of  Directors.  The
Company is obligated to make monthly interest only payments on this indebtedness
until November,  2001 and 12 monthly principal and interest payments  commencing
on November 1, 2001. The note bears an effective  interest rate of 18% per annum
and is  collateralized  by all  assets  of the  Company  and is due in  full  on
November 1, 2002.

The Company's wholly owned subsidiary, Vitrix Incorporated,  changed its name to
Time America, Inc. effective April 25, 2001.

                                        7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

RECENT DEVELOPMENTS

     On March 30, 2001, the Company  completed the  acquisition of Time America,
Inc. ("Time  America"),  a private  Arizona-based  Time and Attendence  software
development  company.  The Company  issued an aggregate  of 3,147,914  shares of
Vitrix common stock (on a post-reverse  split basis) in consideration for all of
the outstanding capital stock of Time America.  The merger was effected pursuant
to the  terms of a Merger  Agreement,  dated  March 28,  2001,  by and among the
Company, Time America and Vitrix Incorporated,  a wholly owned subsidiary of the
Company.  As a result of the acquisition,  Time America was merged with and into
Vitrix  Incorporated,   resulting  in  Time  America  becoming  a  wholly  owned
subsidiary of the Company.

     On March 30, 2001, the Company also held a special  shareholders meeting at
which the  Company's  shareholders  approved  a  proposal  to effect a  1-for-10
reverse stock split.  The reverse split  proposal was submitted to the Company's
shareholders in connection with the Time America  acquisition.  The Time America
acquisition   resulted  in  the  former  shareholders  of  Time  America  owning
approximately fifty percent (50%) of the Company's outstanding common stock.

     The  acquisition of Time America helps to strengthen the Company's time and
attendance  product  portfolio by adding products that are  complementary to the
Company's  existing  line of time and  attendance  products  and  services.  The
acquisition  also serves to  strengthen  the  combined  company's  technological
expertise and increase the Company's presence in the dealer channel.

COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2001 AND MARCH 31, 2000

     REVENUES.  Revenue  for the nine month  period  ended  March 31,  2001 (the
"reporting period"), rose 23% to $1,154,266, compared to revenue of $940,387 for
the nine month  period  ended March 31,  2000 (the  "comparable  period").  This
growth  was  principally  the  result of an  increase  in sales  volume  for the
Company's professional services.

     GROSS  PROFIT.  Gross  profit as a  percentage  of  revenue  was 54% in the
reporting  period,  compared to 63% in the  comparable  period.  The decrease in
gross  profit as a  percentage  of  revenue  was  primarily  attributable  to an
increase in the proportion of bundled  software and hardware  solutions sales to
software-only  solutions  sales.  The  average  gross  profit  per unit  sold on
software and  hardware  units is lower than the average  gross profit  margin on
software-only  solutions. Due to the Company's increased service revenue volume,
the Company also hired  additional  service  support  personnel  resulting in an
increase in cost of services.

     EXPENSES.  Sales and marketing expenses were $650,860,  or 56% of revenues,
in the  reporting  period,  compared to  $522,458,  or 56% of  revenues,  in the
comparable  period.  The increase in sales and marketing expense is attributable
to  increased  labor costs  resulting  from the hiring of  additional  sales and
marketing personnel and increased advertising and promotional expenses.

     Research and development expenses were $499,541, or 43% of revenues, in the
reporting period,  compared to $359,765,  or 38% of revenues,  in the comparable
period.  The increase in research and  development  expense is  attributable  to
increased labor costs.

     General and administrative  expenses were $491,222,  or 43% of revenues, in
the  reporting  period,  compared  to  $457,360,  or  49%  of  revenues,  in the
comparable  period.  The  decrease in general and  administrative  expenses as a
percentage of revenue is primarily  attributable  to maintaining  relatively the
same level of expenses while increasing revenue.

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 AND MARCH 31, 2000

     REVENUES.  Revenue  for the three  month  period  ended March 31, 2001 (the
"reporting quarter"), decreased 24% to $287,726, compared to revenue of $376,512
for the three month period ended March 31, 2000 (the "comparable quarter"). This
decrease was  principally  due to a decrease in sales  volume for the  Company's
software and hardware solutions.

     GROSS  PROFIT.  Gross  profit as a  percentage  of  revenue  was 52% in the
reporting quarter,  compared to 62% in the comparable  quarter.  The decrease in
gross  profit as a  percentage  of  revenue  was  primarily  attributable  to an
increase in the proportion of bundled  software and hardware  solutions sales to
software-only solutions sales.

                                        8
<PAGE>
     EXPENSES.  Sales and marketing expenses were $160,797,  or 56% of revenues,
in the  reporting  quarter,  compared to $236,936,  or 63% of  revenues,  in the
comparable quarter.  The decrease in sales and marketing expense is attributable
to decreased labor costs.

     Research and development expenses were $136,160, or 47% of revenues, in the
reporting quarter,  compared to $152,260,  or 40% of revenues, in the comparable
quarter.  The decrease in research and  development  expense is  attributable to
decreased labor costs.

     General and administrative  expenses were $188,601,  or 66% of revenues, in
the  reporting  quarter,  compared  to  $174,557,  or  46% of  revenues,  in the
comparable  quarter.  The increase in general and  administrative  expenses as a
percentage of revenue is primarily attributable to maintaining the same level of
expenses while decreasing revenue.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital as of March 31, 2001 was a deficit of $299,035, compared to
$920,093 at March 31, 2000. Cash and cash equivalents at those dates amounted to
$23,016 and $956,599, respectively.

     OPERATIONS.  Net cash  used by  operations  decreased  to  $744,021  in the
reporting period, compared to $807,143 in the comparable period. The decrease in
net cash used was primarily  attributable to a decrease in accounts  receivable,
and an increase in accounts payable.

     INVESTMENT ACTIVITIES. For the reporting period, the Company used $5,932 to
purchase  property and equipment,  compared to $73,384 of property and equipment
purchases in the comparable period.

     FINANCING  ACTIVITIES.  Net cash provided by financing activities decreased
to $149,394 in the reporting  period,  compared to $1,460,761 in the  comparable
period. The decrease was primarily due to the Company raising $1,470,050 through
a private  placement of common stock and common stock warrants in the comparable
period.

     The  Company  believes  that,  with its current  working  capital and funds
generated through its recent working capital  financings  together with the cash
flow from  operations,  it will have  sufficient  working capital to address the
anticipated growth of demand and market for its products for the next 12 months.
The Company may, however,  seek to obtain  additional  capital through a line of
credit at a financial institution or through additional debt or equity offerings
during this time period.  The ability to raise additional  capital in the public
markets will depend upon the Company's future results of operations,  prospects,
prevailing  market  conditions  and the demand for the  Company's  products  and
services.  No  assurance  can be given  that the  Company  will be able to raise
additional capital,  or that such capital,  if available,  will be on acceptable
terms.

FORWARD-LOOKING INFORMATION

     The statements  contained in this Quarterly  Report on Form 10-QSB that are
not historical fact are  forward-looking  statements (as such term is defined in
the Private Securities  Litigation Reform Act of 1995) and information which the
Company  believes are within the meaning of Section 27A of the Securities Act of
1933,  as amended,  and Section 21E of the  Securities  Exchange Act of 1934, as
amended.  The forward-looking  statements  contained herein can be identified by
the use of  forward-looking  terminology such as "believes,"  "expects,"  "may,"

                                        9
<PAGE>
"will,"  "should," or "anticipates," or the negative thereof or other variations
thereon or comparable  terminology,  or by  discussions of strategy that involve
risks and  uncertainties.  The  Company  wishes to caution the reader that these
forward-looking  statements that are not historical facts are only  predictions.
No assurances can be given that the future results indicated,  whether expressed
or  implied,  will  be  achieved.   While  sometimes  presented  with  numerical
specificity,  these projections and other  forward-looking  statements are based
upon a variety of  assumptions  relating to the business of the Company,  which,
although considered  reasonable by the Company, may not be realized.  Because of
the number and range of  assumptions  underlying the Company's  projections  and
forward-looking   statements,   many  of  which  are   subject  to   significant
uncertainties  and contingencies  that are beyond the reasonable  control of the
Company,  some  of  the  assumptions   inevitably  will  not  materialize,   and
unanticipated  events and circumstances may occur subsequent to the date of this
report. These  forward-looking  statements are based on current expectations and
the Company  assumes no obligation to update this  information.  Therefore,  the
actual  experience  of the Company and the  results  achieved  during the period
covered by any particular  projections or forward-looking  statements may differ
substantially from those projected.  Consequently,  the inclusion of projections
and other forward-looking  statements should not be regarded as a representation
by the Company or any other person that these estimates and projections  will be
realized, and actual results may vary materially. There can be no assurance that
any of these  expectations  will be realized or that any of the  forward-looking
statements contained herein will prove to be accurate.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     The Company is from time to time involved in legal proceedings arising from
the normal course of business. As of the date of this report, the Company is not
currently involved in any legal proceedings.

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

     The  Company  held a Special  Meeting of  Shareholders  on March 30,  2001.
Shareholders   voted  upon  a  proposal  to  amend  the  Company's   Article  of
Incorporation  to effect a reverse  stock split of one share of Common  Stock of
the  Company  for  every  10  shares  of  Common  Stock  that  were  issued  and
outstanding. The proposal was approved by the shareholders as follows:

      Eligible           Voted For        Voted Against       Abstentions
      --------           ---------        -------------       -----------
     31,479,140         19,885,653           173,374             9,000

                                       10
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  No exhibits are filed herewith pursuant to Regulation S-B.


(b)  Reports on Form 8-K

     No reports were filed on Form 8-K during the quarter ended March 31, 2001.

                                       11
<PAGE>
                                   SIGNATURES

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

                                        VITRIX, INC.


Dated: May 14, 2001
                                        By /s/ Craig J. Smith
                                           -------------------------------------
                                           Craig J. Smith
                                           Chief Financial Officer

                                       12