<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

     (Mark One)

     [X] ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE  ACT OF 1934  (FEE REQUIRED)

     For the fiscal year ended             DECEMBER 31, 2000
                              -------------------------------------------------

                                       Or

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 ( NO FEE REQUIRED)

     For the transition period from
                                   --------------------------------------------

                          COMMISSION FILE NUMBER 0-2401

                              E-SYNC NETWORKS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                 DELAWARE                                     06-0625999
       (STATE OR OTHER JURISDICTION OF                   (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

       35 NUTMEG DRIVE, TRUMBULL, CT                            06611
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)


                                 (203) 601-3600
                        (REGISTRANT'S TELEPHONE NUMBER)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                     NAME OF EACH EXCHANGE ON
    TITLE OF EACH CLASS                                  WHICH REGISTERED

          NONE                                                 NONE
   --------------------                                --------------------

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          COMMON STOCK, PAR VALUE $0.01
                                (TITLE OF CLASS)

Check whether the issuer (1) 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge. In definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

       The issuer's revenue for its most recent fiscal year was $9,757,000

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of April 10, 2001 was:
                                   $2,115,570

                    THE ISSUER WAS NOT INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PAST FIVE YEARS


As of April 10, 2001 there were 7,406,420 shares of Common Stock, Par Value
$0.01, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE
<PAGE>   2
This Amendment No. 1 to E-Sync Networks, Inc. (the "Company") Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2000, amends Item 9, Item 10,
Item 11 and Item 12 to include information previously intended to be
incorporated by reference to the Company's 2001 Proxy Statement. This Amendment
is being filed in accordance with General Instruction E (3) to Form 10-KSB.


ITEM 9 DIRECTORS, EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT

The following paragraphs set forth E-Sync Networks, Inc. Directors and Executive
Officers; the present principal occupation, including position, if any, with the
Corporation, age and his business experience during the past five years. The
paragraphs below are based in part on information received from the respective
individuals and in part from the records of the Corporation.

DIRECTORS


MICHAEL W. G. FIX, 40, is the Chairman of the Board and Chief Executive Officer
of the Company. Michael Fix leads the company in its strategic mission to become
a leader in its respective markets. Mr. Fix has over 20 years experience in the
technology and financial industries, working in Asia, Europe and the US. Most
recently, he served as Chairman, CEO and President of industry2industry, inc., a
marketplace service provider (MSP) specializing in rapidly deployed dynamic
trading technology and related e-services delivered through a unique managed
solutions approach. At industry2industry, in just two years, he built the
company from its infancy to a well-known company with offices in the US and
Europe, along the way obtaining funding from leading investment companies and
private investors around the world. In addition, he forged partnerships with
global leaders such as SAP based on the innovative vision he put forth for b2b
marketplaces and exchanges. Prior to joining industry2industry, Mr. Fix served
as COO and global head of sales and customer service at Internet Securities,
where he worked to more than triple the company in size. Mr. Fix has also held
senior managerial positions at Thomson Financial Services and Knight-Ridder
Financial. Mr. Fix was appointed as a Director in December 2000.


MICHAEL A. CLARK, 45, is the President and Chief Operating Officer of E-Sync
Networks, Inc. Over the past two decades, Michael has established himself as an
industry pioneer, developing and marketing applications of leading-edge
technologies and driving business-to-business e-commerce initiatives. From 1999
until he joined the Company in 2000 he was an independent consultant. From 1996
through 1998 he was CEO of NetValue, an early entrant into the online promotion
and e-commerce space. Before NetValue, he was President of TSS, Ltd., an
operator of an interactive kiosk network. Mr. Clark also served as Managing
Director of Citicorp POS, an innovator in database one-to-one marketing. Mr.
Clark was appointed as a Director in October 2000.

PETER J. BONI, 55, was the President and Chief Executive Officer of Prime
Response, Inc. from 1999 to February 2001, when it merged with Chordiant
Software, Inc. From 1998 to 1999, he worked as an independent consultant. In
1993, Mr. Boni joined Bachman Information Systems, where he served as President
and Chief Executive Officer until 1998. In 1996, Bachman Information Systems
merged with Cadre Technologies and changed its name to Cayenne Software. Cayenne
Software was acquired by Sterling Software in 1998. Mr. Boni was appointed as a
Director of E-Sync in January 1999.

NATHAN GANTCHER, 60, is former Vice Chairman of CIBC World Markets Corp., the
USA section 20 broker dealer of Canadian Imperial Bank of Commerce. From 1997
through 1999, Mr. Gantcher was also a Senior Vice President of CIBC and a member
of the CIBC World Markets Executive Board and Co-Chairman of its USA Management
Committee. From 1968 until 1997, Mr. Gantcher was employed at Oppenheimer & Co.,
Inc., where he was named Executive Vice President in 1980 and President and
Co-CEO in 1983, which positions he held until Oppenheimer was acquired by CIBC
in November 1997. Mr. Gantcher is Chairman of the Board of Trustees of Tufts
University. He is a member of the Board of Overseers at the Columbia University
School of Business and Chairman of its Nominating Committee. Mr. Gantcher is
also a member of the Council on Foreign Relations, Director of Neuberger Berman,
a Director of Mack-Cali Realty Corp., a Senior Advisor of RRE Investors, and a
former governor of the American Stock Exchange. Mr. Gantcher was appointed as a
Director of E-Sync in January 1999.

STEPHEN D. GRUBBS, 49, currently is Chief Executive Officer of Optimum Media
Direction, USA, a global media services company and a subsidiary of Omnicom,
Inc. From May 1977 through March 2000, Mr. Grubbs was employed by BBDO, Inc.,
most recently as Executive Vice President, National Broadcast Buying. After
joining BBDO in 1977, Mr. Grubbs was appointed Director of National TV Buying
and Program Development in 1986. In 1995, he was named a member of the Board of
Directors of BBDO New York and was elected Executive Vice President in 1996. Mr.
Grubbs serves on the Board of Directors of Advertising Information Services and
is a former Chairman of the

                                       2
<PAGE>   3
American Association of Advertising Agencies' Network TV Committee. Mr. Grubbs
was appointed as a Director of E-Sync in May 1999.

JOHN C. MAXWELL, III, 41, is the Managing Director of the New York based venture
fund CECAP. From 1996 to 1997, he was the Vice President of Business Development
and Market Research for the Advanced Technology and Corporate Development Group
of Compaq Computer Corporation where he headed mergers and acquisitions, and
established Compaq's venture capital effort. Prior to joining Compaq, Mr.
Maxwell was Managing Director of the Research/Investment Banking Boutique at
SoundView Financial Group, where he served from 1990 to 1996. He also served as
Vice President for Dillon Read & Co., one of Wall Street's leading investment
banking firms. Mr. Maxwell serves on the Board of Directors of E-Certify, PCSat,
and CompuCom Systems, Inc. Mr. Maxwell was the Chairman of the Board from
January 28, 1999 through December 31, 2000. Also, from January 28, 1999 through
February 10, 2000, Mr. Maxwell served as Chief Executive Officer of E-Sync.

The directors term expires at the 2001 Annual Meeting.

The Corporation's policy is to pay $1,000 (plus reimbursement for travel
expenses) cash compensation to members of the Board for serving as a Director
and for their attendance at each regularly scheduled Board meeting. No
additional compensation is paid for attendance at Committee meetings.

Directors who are not employees of the Corporation also are eligible to
participate in the Corporation's 1999 Long-Term Incentive Plan (the "1999
Plan"). Under the 1999 Plan, each non-employee Director receives an initial
grant of an option upon first being elected or appointed to the Board of
Directors to purchase 20,000 shares of Common Stock. The 1999 Plan also provides
for an annual grant, to each non-employee Director (who has served for at least
six months as a Director) of an option to purchase 20,000 shares of Common
Stock. All of such options granted to non-employee Directors shall have an
exercise price equal to the fair market value of the Common Stock on the date of
the grant, shall have a term of ten years, and shall become exercisable on the
first anniversary of the grant date; provided, that the Director receiving the
grant must serve as a Director until the next subsequent Annual Meeting of
Shareholders in order for the options to vest.

In addition to the foregoing standard plans and arrangements used to compensate
the Corporation's directors, Mr. Maxwell, who provided the Corporation with a
material amount of services during 1999 as a non-employee Chairman of the Board
during the period prior to the hiring of the Corporation's new Chief Executive
Officer, was granted a non-qualified stock option under the Corporation's 1999
Long-Term Incentive Plan to purchase 50,000 shares of the Corporation's Common
Stock at a price of $4.20 per share.


EXECUTIVE OFFICERS

The following table lists information regarding the current executive officers
of the Corporation:



NAME                    POSITION                                          AGE


Michael W.G. Fix        Chief Executive Officer                           40

Michael A. Clark        President and Chief Operating Officer             45

Philip S. Baden         Vice President - Professional Services            34


Executive officers are elected until the next annual meeting of the Board of
Directors and until their respective successors are elected and qualified.
Biographical information with respect to Mr. Fix and Mr. Clark are set forth
above.

PHILIP S. BADEN joined the Company in 1999. As Vice-President, Professional
Services he is responsible for managing a team of talented industry leaders in
the provision of expert e-commerce services to clients nationwide. Mr. Baden
comes to E-Sync Networks with a decade of experience as a leader in managing
technical and service delivery teams. He joined ENTEX Information Services as
Technical Services Director in 1997, eventually becoming General Manager, then
Director of Outsourcing, Northeast, with responsibility for 200 employees and
$50 million in outsourcing revenue. Prior to his work at ENTEX, he was Northeast
Operations Manager, Xerox Account, for EDS. Mr. Baden holds a Bachelor of Arts
degree from the University of Connecticut.

                                       3
<PAGE>   4
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and 10% beneficial owners of any class of equity
securities of the Corporation to file certain reports concerning their ownership
of the Corporation's equity securities. Based solely upon a review of Forms 3
and 4 and amendments thereto furnished to the Corporation during its most
recently completed fiscal year, and Forms 5 and amendments thereto furnished to
the Corporation with respect to its most recently completed fiscal year, the
directors, officers and beneficial owners of 10% or more of any class of the
Corporation's securities which failed to make the requisite filings on a timely
basis are set forth below.

On April 4, 2000, Michael Clark received a grant of options to purchase 50,000
shares of Common Stock. On May 24, 2000, Philip Baden received a grant of
options to purchase 10,000 shares of Common Stock, and Michael Clark received a
grant of options to purchase 50,000 shares of Common Stock. On December 8, 2000,
Philip Baden received a grant of options to purchase 13,645 shares of Common
Stock, and Michael Fix became a Director and Chief Executive Officer of the
Corporation. Forms 5 reporting each of these events were filed by those
individuals on February 14, 2001. John C. Maxwell, III failed to file timely a
Form 4 to report the acquisition of a warrant exercisable for 15,000 shares of
Common Stock on August 15, 2000. Michael P. Schulhof failed to file timely a
Form 4 to report the acquisition of a warrant exercisable for 15,000 shares
of Common Stock on August 15, 2000. Commercial Electronics Capital Partnership,
L.P. ("CECAP") failed to file timely a Form 4 to report its acquisition of a
warrant exercisable for 108,600 shares of Common Stock on December 22, 2000.
Each of Electronics Investments, L.L.C. ("EI"), the General Partner of CECAP,
and Michael P. Schulhof, the Managing Member of El, also failed to file timely
a Form 4 to report such transaction. Forms 5 for the aforesaid transactions
were not filed with respect to the fiscal year ended December 31, 2000.

                                       4
<PAGE>   5
ITEM 10 EXECUTIVE COMPENSATION

The following table sets forth information with respect to cash compensation,
paid or accrued by the company for the years ended December 31, 2000, 1999, and
1998:

                               Annual Compensation
                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                                                Long Term
                                                           Annual Compensation                                 Compensation
                                  ---------------------------------------------------------------------      -----------------
                                                                                             All Other        Shares of Common
                                                                                              Annual         Stock Underlying
          Name and                                                                         Compensation        Options (#)
     Principal Position           12 Months Ended           Salary ($)       Bonus ($)          (1)                 (2)
     ------------------           ---------------           ----------       ---------     ------------      -----------------
<S>                               <C>                       <C>             <C>            <C>                <C>
Michael W.G. Fix,
Chairman and CEO (3)              December 31, 2000           15,000             -               -             736,914 (15)

Michael A. Clark,
President and COO (4)             December 31, 2000          135,000                                           157,436 (15)

John C. Maxwell, III,             December 31, 2000           -                  -               -              20,000 (6)
Chairman (5)                      December 31, 1999           -                  -               -              70,000 (5)(6)

Jonathan Rubin,
President and CEO (7)             December 31, 2000          241,000                           5,400           (7)

David S. Teitelman,               December 31, 2000          194,400                           4,350                -
President (8)                     December 31, 1999          168,000        44,938 (9)         9,118                -
                                  December 31, 1998          168,000        55,583 (10)        6,531           50,000 (13)

Frank J. Connolly Jr.,
Chief Financial Officer           December 31, 2000          202,500         6,250             6,900          107,436 (15)

Philip S. Baden,                  December 31, 2000          150,335                                           72,876 (15)
Vice President, Professional      December 31, 1999          111,630         5,222 (9)           -             40,000 (14)
Services (11)                     December 31, 1998           -                  -               -                  -

Andrew Lee ,Vice President        December 31, 2000          103,700        15,000               -
Managed Services (12)

Nathan Gantcher, Director         December 31, 2000           -                  -               -             20,000 (6)
                                  December 31, 1999           -                  -               -             20,000 (6)

Stephen D. Grubbs, Director       December 31, 2000           -                  -               -             20,000 (6)
                                  December 31, 1999           -                  -               -             20,000 (6)

Peter J. Boni, Director           December 31, 2000           -                  -               -             20,000 (6)
                                  December 31, 1999           -                  -               -             20,000 (6)
</TABLE>

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

                                       5
<PAGE>   6
(1)      Represents compensation related to automobile allowance.
(2)      All options expire on the earlier of the expiration date or 90 days
         from the termination of employment with the Company.
(3)      Michael W.G. Fix joined the Company in December 2000.
(4)      Michael A. Clark, joined the Company, in March 2000. Mr. Clark was
         appointed President and COO in October 2000.
(5)      John C. Maxwell, III served as Chairman from January 1999 through
         December 2000. He also was the CEO from January 1999 through February
         2000. Mr. Maxwell was granted 50,000, fully vested options to purchase
         the Company's Common Stock, at an exercise price of $4.20 for services
         as CEO.
(6)      Non-Employee Directors were granted 20,000 options to purchase the
         Company's common stock under the Company's 1999 Long Term Incentive
         Plan, exercisable one year from the grant date, in each of the years
         ended December 31, 2000 and 1999 at an exercise price of $6.00 and
         $4.125, respectively.
(7)      Jonathan Rubin served as the President and CEO from February 2000
         through October 2000. Mr. Rubin was granted 752,076 options to purchase
         the Company's common stock. These options were canceled upon Mr.
         Rubin's termination.
(8)      David Teitelman served as CEO from 1995 through January 1999. Mr.
         Teitelman served as President through January 2000. Mr. Teitelman
         terminated employment in June 2000.
(9)      Represents amounts accrued in 1999 but paid in 2000.
(10)     Represents fair market value of stock issued to Mr. Teitelman in 1998.
(11)     Philip S. Baden joined the Company in April 1999.
(12)     Andrew Lee terminated employment in September 2000.
(13)     Represents options exercised during 2000 at a price of $0.87 per share.
(14)     Represents options to purchase Common stock at a price of $4.20 per
         share. The options are exercisable ratably over three years and expire
         on December 9, 2009.
(15)     The following summarizes the fair value of option grants at date of
         grant computed based upon the difference between the exercise price and
         last reported trading price as of the grant date:


<TABLE>
<CAPTION>
       Name and Position                        Number of Shares
                                                Underlying Options              Dollar Value
                                                ------------------              ------------
<S>                                             <C>                             <C>
       Michael W.G. Fix, Chairman and CEO             736,914                       (a)

       Michael A. Clark, President                    100,000                       (a)
       and COO                                         57,436                     $35,000

       Frank J. Connolly Jr.,                          50,000                       (a)
       Chief Financial Officer.                        57,436                     $35,000

       Philip S. Baden,                                10,000                       (a)
       Vice President, Professional                    62,876                     $48,830
       Services
</TABLE>

         (a)      Exercise price was equal to or exceeded the last reported
                  trading at date of grant

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

                                       6
<PAGE>   7
The following table summarizes individual option grants during the year ended
December 31, 2000:

<TABLE>
<CAPTION>
                                                     Option Grants in Last Fiscal Year
                                                                  Individual Grants
--------------------------------------------------------------------------------------------------------------------
          (a)                       (b)                   (c)               (d)                              (e)
                            Number of Shares of        % of Total
                               Common Stock         Options Granted                    Market Price
                            Underlying Options      to Employees in      Exercise       At Date of        Expiration
Name                            Granted (#)               2000             Price           Grant            Date(1)
                                                                         ($/Share)       ($/Share)
-------------------         -------------------     ---------------      ---------     ------------       ----------
<S>                         <C>                     <C>                  <C>           <C>                <C>
Michael W.G Fix                 736,914(3)               27.73%            $0.97            (2)           12/1/2010

Michael A. Clark                 50,000(4)               1.88%             $6.38            (2)           3/27/2010
                                 50,000(4)               1.88%             $6.38            (2)           5/24/2010
                                 57,436(5)               2.16%             $0.20           $0.81          1/16/2011

Frank J. Connolly Jr.            50,000(4)               1.88%             $6.38            (2)           5/24/2010
                                 57,436(5)               2.16%             $0.20           $0.81          1/16/2011

Philip S. Baden                  10,000(4)               0.38%             $6.38            (2)           5/24/2010
                                 49,231(5)               1.85%             $0.20           $0.81          1/16/2011
                                 13,645(5)               0.51%             $0.46           $1.84          11/16/2001
</TABLE>

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

(1)      All options expire on the earlier of the expiration date or 90 days
         from the termination of employment with the Company.
(2)      Exercise price was equal to the market price as of the grant date.
(3)      Approximately 246,000 shares vest in January 2001, with the balance of
         approximately 491,000 shares vesting over three years.
(4)      The options are exercisable ratably over three years from the date of
         grant.
(5)      The options are fully exercisable upon issuance.

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


<TABLE>
<CAPTION>
                                          Aggregated Option Exercises in Last
                                          Fiscal Year and FY-End Option Values

                                                           Number of Shares of Common        Value of Unexercised
                                                          Stock Underlying Unexercised      In-the-Money Options at
                             Shares                          Options at FY-End (#)             FY-End ($) (1)
                            Acquired                            Exercisable/                   Exercisable/
                               on            Value              ------------                   ------------
          Name            Exercise (#)    Realized ($)          Unexercisable                  Unexercisable
          ----            ------------    ------------          -------------                  -------------
<S>                       <C>             <C>              <C>                                <C>
David S. Teitelman           50,000         $289,000                 0/0                           $0/$0

Michael W.G. Fix               -               -               246,000/491,000                     $0/$0

Michael A. Clark               -               -                57,436/100,000                   $35,0000/$0

Frank J. Connolly, Jr.         -               -                57,436/130,000                   $35,0000/$0

Philip S. Baden                -               -                 76,209/36,667                   $34,8000/$0
</TABLE>

(1)      Based on a closing price of $0.81 per share on December 31, 2000.

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


                                       7
<PAGE>   8
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth, as of April 25, 2001, certain information
regarding (a) each person who is known by the Corporation to be the beneficial
owner of 5% or more of any class of the Corporation's voting securities, and (b)
Management, including each director and nominee for director, each executive
officer as of April 25, 2001, and all officers and directors as a group.


                                  Common Stock

<TABLE>
<CAPTION>
                     Name and Address of                         Amount and Nature of                       % of
                       Beneficial Owner                          Beneficial Ownership                     Class (1)
                       ----------------                          --------------------                     ---------
<S>                                                              <C>                                      <C>
Commercial Electronics Capital Partnership, L.P.                       1,295,040 (3)                         15.1%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York 10152

           Electronics Investments, L.L.C.                             1,295,040 (4)                         15.1%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York 10152

           Commercial Electronics, L.L.C.                              4,421,279 (5)                         41.8%
           375 Park Avenue, Suite 1604
           New York, New York 10152

           Michael P. Schulhof                                         5,788,137 (6)                         50.8%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York 10152

           Viventures FCPR                                             681,818 (7)                            8.0%
           1, Place Carpeaux
           F 92915 Paris La Defense, Cedex
           France

           John C. Maxwell, III                                        331,181 (8)(9)                         4.1%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York  10152

           Peter J. Boni                                               72,000 (8)(10)                            *
           c/o Prime Response, Inc.
           150 Cambridge Park Drive
           Cambridge, Massachusetts  02140

           Stephen D. Grubbs                                           40,000 (8)(11)                            *
           c/o BBDO New York
           1285 Avenue of the Americas
           New York, New York  10019

           Nathan Gantcher                                             40,000 (8)(11)                            *
           c/o HPB Assoc.
           65 East 55th Street
           30th Floor
           New York, New York  10022
</TABLE>


                                       8
<PAGE>   9
<TABLE>
<CAPTION>
                     Name and Address of                         Amount and Nature of                       % of
                       Beneficial Owner                          Beneficial Ownership                     Class (1)
                       ----------------                          --------------------                     ---------
<S>                                                              <C>                                      <C>
           Jonathan Rubin                                                    0 (12)                             0
           55 Thankful Stow Road
           Guilford, Connecticut  06437

           David S. Teitelman                                          151,000 (13)                           1.9%
           11 Stonegate Road
           Hopkinton, Massachusetts 01748

           Philip S. Baden                                             112,876 (14)(15)                       1.4%
           45 Skyview Drive
           Stamford, Connecticut  06902

           Andrew Lee                                                        0 (16)                             0
           1455 Washington Blvd., Unit 314
           Stamford, Connecticut  06902

           Frank J. Connolly, Jr.                                      187,436 (17)                           2.3%
           45 Fara Drive
           Stamford, Connecticut  06905

           Michael A. Clark                                            157,436 (8)(14)(18)                    2.0%
           20 Hill Street
           Milford, Connecticut 06460

           Michael W.G. Fix                                            736,914 (8)(14)(19)                    8.6%
           28 East 73rd Street
           Penthouse A
           New York, New York 10021

           All executive officers and directors as a group           1,490,407 (20)                          16.4%
           (7 persons)

</TABLE>


                                       9
<PAGE>   10
                   Senior Convertible Series A Preferred Stock


<TABLE>
<S>                                                                        <C>                              <C>
Commercial Electronics Capital Partnership, L.P.                              250,000(2)                     25.0%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York 10152

           Electronics Investment, L.L.C.                                     250,000(21)                    25.0%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York 10152

           Commercial Electronics, L.L.C.                                     750,000(2)                     75.0%
           375 Park Avenue, Suite 1604
           New York, New York 10152

           Michael P. Schulhof                                             1,000,000(22)                    100.0%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York 10152

           All executive officers and directors as a group (7                  0                                0
           persons)
</TABLE>

                   Senior Convertible Series B Preferred Stock

<TABLE>
<S>                                                                         <C>                              <C>
           Commercial Electronics, L.L.C.                                   863,636 (2)                      60.4%
           375 Park Avenue, Suite 1604
           New York, New York 10152

            Michael P. Schulhof                                             920,454 (23)                     64.4%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York 10152

           John C. Maxwell, III                                              68,181 (2)                       4.8%
           c/o Commercial Electronics, L.L.C.
           375 Park Avenue, Suite 1604
           New York, New York  10152

           Viventures FCPR                                                  681,818 (24)                     32.3%
           1, Place Carpeaux
           F 92915 Paris La Defense, Cedex
           France

           Philippe and Feront C. Brawerman                                 219,154 (2)                      15.3%
           Chemin De La Waronche, 1
           1471 Loupoigne
           Belgium

           SDJ Investments, LLC                                             108,941 (2)                       7.6%
           424 Pine Street
           Philadelphia, Pennsylvania 19106
</TABLE>


                                       10
<PAGE>   11
<TABLE>
<S>                                                                         <C>                               <C>
           Graham Partners, L.P.                                            113,637 (2)                       7.9%
           200 Park Avenue
           Suite 3900
           New York, New York 10166

           All executive officers and directors as a group                   68,181                           4.8%
           (7 persons)
</TABLE>

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

*        Less than one percent.

(1)      In each case where shares of Common Stock subject to warrants, options
         or preferred shares are included as being beneficially owned by an
         individual or entity, the percentage of such shares owned by such
         individual or entity is calculated as if such warrants, options or
         preferred shares have been exercised or converted prior to such
         calculation.
(2)      Directly owned by such individual or entity.
(3)      Comprised of 550,040 shares of Common Stock, 625,000 shares of Common
         Stock acquirable upon the conversion of Series A Preferred Stock, and
         120,000 shares of Common Stock acquirable upon the exercise of
         warrants.
(4)      Comprised of the shares of Common Stock beneficially owned by
         Commercial Electronics Capital Partnership, L.P. ("CECAP"). Electronics
         Investment, L.L.C. ("EI") is the general partner of CECAP.
(5)      Comprised of 1,682,643 shares of Common Stock, 1,875,000 shares of
         Common Stock acquirable upon the conversion of Series A Preferred
         Stock, and 863,636 shares of Common Stock acquirable upon the
         conversion of Series B Preferred Stock.
(6)      Comprised of the 2,232,683 shares of Common Stock directly owned by
         CECAP and Commercial Electronics, L.L.C. ("CE"), 2,500,000 shares of
         Common Stock acquirable by CECAP and CE upon the conversion of Series A
         Preferred Stock, 120,000 shares of Common Stock acquirable by CECAP
         upon the exercise of warrants, 863,636 shares of Common Stock
         acquirable by CE upon the conversion of Series B Preferred Stock,
         56,818 shares of Common Stock acquirable by Mr. Schulhof upon the
         conversion of Series B Preferred Stock, and 15,000 shares of Common
         Stock acquirable by Mr. Schulhof upon the exercise of warrants. Mr.
         Schulhof is the manager of both EI and CE (as well as an investor
         therein).
(7)      Comprised of 681,818 shares of Common Stock acquirable upon conversion
         of 681,818 shares of Series B Preferred Stock, which shares of Series B
         Preferred Stock are acquirable in exchange for 3,000,000 preference
         shares of E-Sync Networks (UK) Ltd., a subsidiary of the Corporation.
(8)      A director of the Corporation.
(9)      Mr. Maxwell served as CEO of the Corporation from January 1999 through
         February 2000. Comprised of 158,000 shares of Common Stock directly
         owned, 90,000 shares of Common Stock acquirable upon the exercise of
         options, 15,000 shares of Common Stock acquirable upon the exercise of
         warrants, and 68,181 shares of Common Stock acquirable upon the
         conversion of Series B Preferred Stock.
(10)     Comprised of 32,000 shares of Common Stock directly owned and 40,000
         shares of Common Stock acquirable upon the exercise of options.
(11)     Comprised of 40,000 shares of Common Stock acquirable upon the exercise
         of options.
(12)     Mr. Rubin served as CEO of the Corporation from February 2000 through
         October 2000.
(13)     Comprised of 151,000 shares of Common Stock directly owned (including
         shares owned jointly with his wife). Mr. Teitelman served as an
         executive officer of the Corporation through June 2000.
(14)     An executive officer of the Corporation.
(15)     Comprised of 112,876 shares of Common Stock acquirable upon the
         exercise of options.
(16)     Mr. Lee served as an executive officer of the Corporation from February
         2000 through August 2000.
(17)     Mr. Connolly served as an executive officer of the Corporation from
         October 1999 through January 2001. Comprised of 187,436 shares of
         Common Stock acquirable upon the exercise of options.
(18)     Comprised of 157,436 shares of Common Stock acquirable upon the
         exercise of options.
(19)     Comprised of 736,914 shares of Common Stock acquirable upon the
         exercise of options.
(20)     See footnotes (9), (10), (11), (15), (18) and (19) above.
(21)     Comprised of shares of Series A Preferred Stock directly owned by
         CECAP.
(22)     Comprised of shares of Series A Preferred Stock directly owned by CECAP
         and CE.


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<PAGE>   12
(23)     Comprised of 56,818 shares of Series B Preferred Stock directly owned
         and 863,636 shares of Series B Preferred Stock directly owned by CE.
(24)     Comprised of 681,818 shares of Series B Preferred Stock acquirable in
         exchange for 3,000,000 preference shares of E-Sync Networks (UK) Ltd.,
         a subsidiary of the Corporation.

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


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ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During December 2000, the Company received $850,000 in connection with the
issuance of a subordinated term note to CE Capital Partnership, L.P. the
beneficial owner of more than 10% of the Company's common stock due on May 31,
2001. The note bears an interest rate of 10% per annum. The principal balance is
payable at maturity, however, in the event the Company receives proceeds in
excess of $3,500,000 from the sale of securities, the note is automatically
convertible into securities issued under the same terms of such sale. In the
event the note is not automatically converted and the note is not repaid prior
to May 31, 2001, the holder may convert a portion of the note into common stock
at $0.25 per share, not to exceed 600,000 shares. In connection with the
issuance of this note, the Company issued warrants to purchase 108,600 shares of
the Company's common stock at an exercise price of $0.75 per share. The warrants
are transferable and expire on December 22, 2005. The Company believes that
these issuances of securities are exempt from the registration requirements of
the Securities Act of 1933 as amended (the "Securities Act"), by virture of the
exemption set forth in section 4(2) of the Act.

During August 2000, the Company received $500,000 in connection with the
issuance of a subordinated term note to Michael P. Schulhof, the beneficial
owner of more than 10% of the Company's common stock due on August 15, 2001. The
note bears an interest rate of 12% per annum. The principal balance is payable
at maturity, however, in the event the Company receives proceeds in excess of
$3,000,000 from the sale of securities, the holder may demand prepayment of all
or any part of the then outstanding balance. In connection with the issuance of
this note the Company issued warrants to purchase 15,000 shares of the Company's
common stock at exercise prices ranging from $3.85 to $5.50 per share. The
warrants are transferable and expire on August 15, 2005.

During August 2000, the Company received $500,000 in connection with the
issuance of a subordinated term note payable to John C. Maxwell, Chairman of the
Board, due on August 15, 2001. The note bears an interest rate of 12% per annum.
The principal balance is payable at maturity, however, in the event the Company
receives proceeds in excess of $3,000,000 from the sale of securities, the
holder may demand prepayment of all or any part of the then outstanding balance.
In connection with the issuance of this note the Company issued warrants to
purchase 15,000 shares of the Company's common stock at exercise prices ranging
from $3.85 to $5.50 per share. The warrants are transferable and expire on
August 15, 2005.

On January 28, 1999, Commercial Electronics Capital Partnership, L.P. ("CECAP"),
and a related entity, Commercial Electronics, L.L.C. ("CE", and collectively
with CECAP, "Purchaser"), purchased 732,160 shares of Common Stock from three
retiring directors of the Corporation at $.85 per share. In connection
therewith, the Purchaser also purchased from the Corporation (i) 1,000,000
shares of Series A Convertible Preferred Stock, and (ii) a warrant to purchase
up to 1,500,000 shares of the Corporation's Common Stock for 18 months at a
price of $1.00 per share, for an aggregate cash consideration paid to the
Corporation of $3,000,000. The Purchaser exercised the warrants during 1999. The
Series A Convertible Preferred Stock is convertible into Common Stock at any
time at the option of the holder on the basis of 2.5 shares of Common Stock for
each share of Series A Convertible Preferred Stock.

In connection with the aforementioned transaction, the Purchaser became the
beneficial owner of 4,732,160 shares of the Corporation's authorized Common
Stock, representing (at the time) approximately 59% of the Corporation's
outstanding Common Stock (assuming the conversion of Purchaser's Preferred Stock
into Common Stock and the full exercise of the Purchaser's warrant to purchase
Common Stock). Such beneficial ownership, along with the fact that the
Purchaser's designees currently constitute a majority of the Corporation's Board
of Directors, and the fact that the Purchaser has the contractual right to
retain control of the Corporation's Board of Directors, constituted a change in
control of the Corporation from the retiring directors to the Purchaser and
their director nominees.

In the fourth quarter of 1999, the Corporation issued 1,590,909 shares of Series
B Convertible Preferred Stock at $4.40 per share, and the Corporation's U.K.
subsidiary issued 3,000,000 preference shares, which preference shares are
exchangeable at the option of the holder thereof, at any time, for 681,818
additional shares of the Corporation's Series B Convertible Preferred Stock. The
Corporation (including its U.K. subsidiary) received aggregate cash proceeds of
$9.985 million from such sales, net of offering costs ($10 million of gross
proceeds). All shares of such Series B Convertible Preferred Stock were sold for
a price of $4.40 per share. See "Security Ownership of Certain Beneficial Owners
and Management - Senior Convertible Series B Preferred Stock" for a list of
officers, directors and beneficial owners of 5% or more of any class of the
Corporation's equity securities participating in such transaction.

Any holder of Series B Convertible Preferred Stock shall have the right, at its
option, at any time and from time to time, to convert any or all of such
holder's shares of Series B Convertible Preferred Stock into shares of Common
Stock. Upon the third anniversary of the Issue Date, each outstanding share of
Series B Convertible Preferred Stock, or

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<PAGE>   14
if earlier, the transfer of any shares of Series B Convertible Preferred Stock
by an initial holder to any person other than an affiliate of such initial
holder, such shares shall automatically be converted into shares of Common
Stock.

Each share of Series B Convertible Preferred Stock entitles the holder thereof
to vote on each of the matters entitled to be voted on by holders of Common
Stock, voting together as a single class with other shares entitled to vote
thereon. Unless the consent or approval of a greater number of shares shall then
be required by law, the affirmative vote of the holders of at least a majority
of the outstanding shares of Series B Convertible Preferred Stock, voting as a
single class, shall be necessary to (i) authorize, increase the authorized
number of shares of, or issues any shares of any class of Senior Stock, (ii)
amend, alter or repeal the Certificate of Incorporation so as to affect the
shares of Series B Convertible Preferred Stock adversely, (iii) authorize or
issue any security convertible into Senior Stock or (iv) effect an Extraordinary
Event (as defined therein). The preference shares issued by E-Sync U.K. (i) have
no voting rights (other than with respect to the winding up of E-Sync U.K. and
altering the rights of such shares), (ii) have a priority in payment on a
winding up of E-Sync U.K., (iii) are not entitled to dividends, (iv) are
non-transferable, and (v) are redeemable on November 5, 2009. In the event of
any liquidation or winding up of the Corporation, holders of Series A and B
Convertible Preferred Stock will be entitled to an amount equal to the
applicable purchase price per share, plus any accrued but unpaid dividends,
before any amounts are paid on behalf of the Corporation's Common Stock.

                                   Signatures

         Pursuant to the requirements of Section 13 or 15 (d) 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.

                                            E-Sync Networks, Inc.
                                            By:

                                            /s/ Michael A. Clark
                                            -----------------------------------
                                              Michael A. Clark
                                              President and COO
Date:  April 30, 2001


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