ASPEC TECHNOLOGY INC, 10-Q, 2000-07-17

ASPEC TECHNOLOGY INC
10-Q, 2000-07-17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 10-Q
------------------------

(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .

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

COMMISSION FILE NUMBER 000-22565

INGENUUS CORPORATION.
(FORMERLY ASPEC TECHNOLOGY, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 77-0298386
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

830 E. ARQUES AVENUE, SUNNYVALE, CA 94086
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 774-2199
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE

Indicate by check mark whether the Registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]

The number of shares of the Registrant's Common Stock outstanding as of May
31, 2000 was 35,314,870.
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<PAGE> 2

INGENUUS CORPORATION.

FORM 10-Q
FOR THE QUARTER ENDED MAY 31, 2000

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements
a) Condensed Consolidated Statements of Operations for the
three and six months ended May 31, 2000 and 1999............ 3
b) Condensed Consolidated Balance Sheets at May 31, 2000 and
November 30, 1999........................................ 4
c) Condensed Consolidated Statements of Cash Flows for the
six months ended May 31, 2000 and 1999...................... 5
d) Notes to Condensed Consolidated Financial Statements..... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Continuing and Discontinued Operations....... 12

PART II. OTHER INFORMATION

Item 1. Legal Proceedings........................................... 23
Item 6. Exhibits and Reports on Form 8-K............................ 25

SIGNATURES............................................................ 26
</TABLE>

2
<PAGE> 3

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INGENUUS CORPORATION.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
MAY 31, MAY 31,
----------------- -------------------
2000 1999 2000 1999
------- ------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenue................................................. $ 1,276 $ -- $ 1,586 $ --
Cost of revenue......................................... 1,093 -- 1,322 --
------- ------- -------- --------
Gross profit............................................ 183 -- 264 --
------- ------- -------- --------
Operating expenses:
Research and development.............................. 771 -- 1,947 --
Sales and marketing................................... 802 -- 920 --
General and administrative............................ 1,810 1,142 4,146 2,040
Write-off In Process R&D.............................. -- -- 925 --
Amortization -- goodwill.............................. 1,237 -- 2,477 --
------- ------- -------- --------
Total operating expenses.............................. 4,620 1,142 10,415 2,040
Loss from operations.................................... (4,437) (1,142) (10,151) (2,040)
Interest and other income, net.......................... 177 373 403 921
Equity losses from joint venture........................ -- (415) (67) (415)
------- ------- -------- --------
Loss from continuing operations......................... (4,260) (1,184) (9,815) (1,534)
Loss from discontinued operations....................... (1,209) (4,751) (3,622) (9,061)
Gain on disposal of discontinued operations............. 5,433 -- 5,433 --
------- ------- -------- --------
Gain/(Loss) attributed to discontinued operations....... 4,224 (4,751) 1,811 (9,061)
------- ------- -------- --------
Net loss................................................ $ (36) $(5,935) $ (8,004) $(10,595)
======= ======= ======== ========
EARNINGS PER SHARE -- BASIC
Continuing operations................................... $ (0.12) $ (0.04) $ (0.27) $ (0.06)
Income (loss) from discontinued operations.............. (0.03) (0.17) (0.10) (0.32)
Gain on disposal of discontinued operations............. 0.15 -- 0.15 --
Net loss per share...................................... (0.00) (0.21) (0.22) (0.38)
EARNINGS PER SHARE -- DILUTED
Continuing operations................................... (0.12) (0.04) (0.27) (0.06)
Discontinued operations................................. (0.03) (0.17) (0.10) (0.32)
Gain on disposal of discontinued operations............. 0.15 -- 0.15 --
Net loss per share...................................... 0.00 (0.21) (0.22) (0.38)
Shares used in basic per share calculation.............. 36,230 28,066 35,842 28,061
Shares used in diluted per share
calculation -- Continuing operations.................. 36,230 28,066 35,842 28,061
Shares used in diluted per share calculation -- Loss
from discontinued operations.......................... 36,230 28,066 35,842 28,061
Shares used in diluted per share calculation -- Gain on
disposal of discontinued operations................... 37,465 28,066 37,077 28,061
</TABLE>

See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4

INGENUUS CORPORATION.

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
MAY 31, NOVEMBER 30,
2000 1999
----------- ------------
(UNAUDITED) (1)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 10,554 $ 23,884
Accounts receivable, net
Billed................................................. 716 2,367
Unbilled............................................... 33 32
Income taxes receivable................................... 2,100 2,100
Other receivable.......................................... 6,817 665
Prepaid expenses and other current assets................. 249 92
-------- --------
Total current assets.............................. 20,469 29,140
Property and equipment -- net............................... 1,457 6,451
Goodwill and other intangibles.............................. 19,394 6,914
Loan to related party....................................... -- 430
Investments and other assets................................ 2,829 2,824
-------- --------
TOTAL....................................................... $ 44,149 $ 45,759
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 1,172 $ 2,676
Accrued and other current liabilities..................... 4,209 2,960
Customer and other advances................................. 643 3,636
Bank loan................................................... -- 222
-------- --------
Total current liabilities................................... 6,024 9,494
Other liabilities -- long term.............................. 69 324
-------- --------
Total liabilities................................. 6,093 9,818
Stockholders' equity:
Common stock.............................................. 102,009 91,551
Notes receivable.......................................... (30) (156)
Treasury stock............................................ (2,452) (1,987)
Accumulated deficit....................................... (61,471) (53,467)
-------- --------
Total stockholders' equity........................ 38,056 35,941
-------- --------
TOTAL....................................................... $ 44,149 $ 45,759
======== ========
</TABLE>

---------------
(1) The balance sheet at November 30, 1999 has been derived from the
consolidated audited financial statements at that date.

See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5

INGENUUS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
--------------------
MAY 31, MAY 31,
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................. $ (8,004) $(10,595)
Deduct: Gain on disposal of discontinued operations....... (5,433) --
Losses between the investment date and date of
disposal.......................................... (999) --
-------- --------
Net Loss from continuing operations....................... (14,436) (10,595)
-------- --------
Adjustments from operating activities:
Depreciation and amortization.......................... 4,740 3,641
Loss on disposal of fixed assets....................... (122) --
Equity losses from joint venture....................... -- 415
Cumulative translation adjustment...................... -- 49
Stock compensation expenses............................ -- 59
Changes in assets and liabilities
Accounts receivable.................................. 1,650 (2,763)
Prepaid expenses and other current assets............ (1,075) (463)
Accounts payable..................................... (1,504) 1,102
Accrued and other liabilities........................ (100) 1,235
Customer advances.................................... 1,286 788
-------- --------
NET CASH USED FOR OPERATING ACTIVITIES OF
CONTINUING OPERATIONS........................... (9,561) (6,532)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Inbox -- net of cash....................... (7,603) --
Purchases of fixed assets................................. (2,609) (1,435)
Sale of fixed assets...................................... 296 --
Investment in joint venture corporation................... -- (2,329)
-------- --------
NET CASH USED FOR INVESTING ACTIVITIES OF
CONTINUING OPERATIONS........................... (9,916) (3,764)
-------- --------
CASH FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock.................... 239 75
Repurchase of common stock................................ -- (324)
Collection of notes receivable............................ (47) 3
-------- --------
NET CASH PROVIDED BY (USED FOR) FINANCING
ACTIVITIES OF CONTINUING OPERATIONS............. 192 (246)
-------- --------
Operating cashflow from discontinued operations............. 5,955 --
Net decrease in cash and equivalents........................ (13,330) (10,542)
Cash and cash equivalents, beginning of period.............. 23,884 42,480
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 10,554 $ 31,938
======== ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.
5
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INGENUUS CORPORATION.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of
the Company have been prepared in accordance with generally accepted accounting
principles in the United States ("GAAP") for interim financial information and
in accordance with instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the three
months and six months ended May 31, 2000 are not necessarily indicative of the
results that may be expected for the fiscal year ending November 30, 2000 or for
any other period. The unaudited condensed consolidated interim financial
statements contained herein should be read in conjunction with the audited
financial statements and footnotes for the year ended November 30, 1999 included
in the Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission on March 2, 2000.

2. DISCONTINUED OPERATIONS

On April 6, 2000, the Company sold its semiconductor intellectual property,
library development and design tools and service business ("SIP Business") to
DII, Semiconductor Inc. ("DII") for $11.3 million ($5.5 million in cash and
$972,000 due every quarter for next six quarters beginning July 30, 2000). As a
result, the operations of SIP have been classified as discontinued operations in
the accompanying Condensed Consolidated Financial Statements and related Notes.

SIP revenues were $1.6 million and $4.5 million in the second quarter and
first half of 1999, respectively, and were $1.3 million in first quarter of
fiscal 2000 and $729,000 through the date of disposal.

3. EARNINGS PER SHARE (EPS) DISCLOSURES

Basic EPS excludes dilution and is computed by dividing net income
attributable to common stockholders by the weighted average of common shares
outstanding (excluding shares subject to repurchase rights) for the period.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock.

6
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INGENUUS CORPORATION.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

A reconciliation of the numerator and denominator of basic and diluted EPS
is provided as follows (in thousands, except per share amounts):

<TABLE>
<CAPTION>
QUARTER ENDED MAY 31, SIX MONTHS ENDED MAY 31,
--------------------- ------------------------
2000 1999 2000 1999
------- ------- -------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Loss from continuing operations............ $(4,260) $(1,184) $(9,815) $ (1,534)
Loss from discontinued operations.......... (1,209) (4,751) (3,622) (9,061)
Gain on disposal of discontinued
operations............................... 5,433 -- 5,433 --
------- ------- ------- --------
Loss attributed to discontinued
operations............................... 4,224 (4,751) 1,811 (9,061)
------- ------- ------- --------
Net loss................................... $ (36) $(5,935) $(8,004) $(10,595)
======= ======= ======= ========
Denominator -- Basic EPS common stock
outstanding.............................. 36,230 28,066 35,842 28,061
------- ------- ------- --------
EARNINGS PER SHARE -- BASIC
Loss from continuing operations............ $ (0.12) $ (0.04) $ (0.27) $ (0.06)
Loss from discontinued operations.......... (0.03) (0.17) (0.10) (0.32)
Gain on disposal of discontinued
operations............................... 0.15 -- 0.15 --
DENOMINATOR -- DILUTED EPS
Denominator -- Basic EPS................. 36,230 28,066 35,842 28,061
Effect of dilutive securities
Weighted average common share
equivalents related to purchase
rights and options.................. 1,235 -- 1,235 --
------- ------- ------- --------
37,465 28,066 37,077 28,061
======= ======= ======= ========
EARNINGS PER SHARE -- DILUTED
Loss from continuing operations............ $ (0.12) $ (0.04) $ (0.27) $ (0.06)
Loss from discontinued operations.......... (0.03) (0.17) (0.10) (0.32)
Gain on disposal of discontinued
operations............................... 0.15 -- 0.15 --
</TABLE>

4. COMPREHENSIVE INCOME

The Company adopted SFAS 130 "Reporting Comprehensive Income". However, the
effects of adoption were immaterial to all periods presented.

5. NEW ACCOUNTING STANDARDS

In March 1998, the Accounting Standards Executive Committee issued SOP
98-1, "Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use," which is effective for fiscal years beginning after December 15,
1998. SOP 98-1 provides guidance on accounting for costs of computer software
developed or obtained for internal use. SOP 98-1 has not had a material impact
on the results of operations.

In April 1998, the American Institute of Certified Public Accountants
issued SOP 98-5, "Reporting on the Costs of Start-Up Activities." This standard
requires companies to expense the costs of start-up activities and organization
costs as incurred. In general, SOP 98-5 is effective for fiscal years beginning
after December 15, 1998. SOP 98-5 has not had a material impact on the results
of operations.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Investments and Hedging Activities." The statement
establishes accounting and reporting standards requiring that every derivative
instrument be recorded on the balance sheet as either an asset or liability
measured at its fair value. The statement also requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. SFAS No. 133, as amended, is

7
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INGENUUS CORPORATION.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

effective for fiscal years beginning after June 15, 2000. The Company does not
currently have any derivative or hedging activities.

In December 1999, SAB 101 was issued which summarizes the SEC's views in
applying generally accepted accounting principles to revenue recognition in
financial statements. In June 2000, SAB 101B was issued and this delays the
implementation date of SAB 101 until no later than the fourth quarter of fiscal
years beginning after December 15, 1999. The Company is awaiting results of
additional general requests regarding revenue recognition practices before
evaluating the impact of SAB 101.

6. INVESTMENTS

During the first quarter of fiscal 1999 the Company purchased a 40 percent
interest in Slim Technology Co, Ltd, (Slim Tech), a Korean company, at a cost of
$2.3 million. Slim Tech performs semiconductor design services for Korea based
customers. This investment is accounted for using the equity method. The
Company's share of the net assets of Slim Tech was $1,672,000 at May 31, 2000.

The Company also holds an investment of $840,000 in Virage Logic, Inc.,
(Virage), a privately held company. The Company's ownership interest in Virage
is less than 20% at May 31, 2000 and is accounted for using the cost method.

7. SALE OF BUSINESSES

On June 13, 2000, the Company entered into an Asset Purchase Agreement with
Management of Chip and Chip whereby they will sell all of their existing Chip
and Chip business which is a development stage Company located in Sunnyvale, CA.

The Asset Purchase Agreement was ratified by the Ingenuus Board of
Directors on June 14, 2000.

8. SEGMENT AND GEOGRAPHIC INFORMATION

As of May 31, 2000, the Company operated in two segments, Ingenuus
Corporation, and EDA. For the three months ended May 31, 2000, Verilux and Chip
& Chip are included together in EDA in the tables below, and Novo and Inbox are
included with Ingenuus.

The activities of Verilux and Chip & Chip before and during the first
months of 2000 involved mostly R&D expenditures and general administrative
expenses.

Ingenuus segment's activities for the three months and six months ended May
31, 2000, excluding IPRD charge and amortization of goodwill, involved mainly
activities surrounding product sales, system maintenance revenue, R&D
expenditures and general administrative expenses. Since both Ingenuus and EDA
segments of the business were purchased in fourth quarter, 1999 and first
quarter, 2000, and semiconductor intellectual property, library development and
design tools and service business (the SIP Business) was sold on April 6, 2000,
comparative information presentation was not relevant.

8
<PAGE> 9
INGENUUS CORPORATION.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

<TABLE>
<CAPTION>
EDA INGENUUS COMPANY
------- -------- --------
<S> <C> <C> <C>
THREE MONTHS ENDED MAY 31, 2000
Revenue...................................... $ 275 $ 1,001 $ 1,276
Loss from operations......................... (646) (3,791) (4,437)
Amortization................................. 179 1,058 1,237
Assets....................................... 3,324 40,826 44,149
Capital expenditures on long-lived assets.... -- -- --

SIX MONTHS ENDED MAY 31, 2000
Revenue...................................... $ 275 $ 1,311 $ 1,586
Loss from operations......................... (1,132) (9,019) (10,151)
Amortization................................. 374 2,103 2,477
Assets....................................... 3,324 40,826 44,149
Capital expenditures on long-lived assets.... 319 143 462
</TABLE>

Enterprise-wide information is provided in accordance with SFAS No. 131.
Revenue is by country, based on the location of the customer. All property and
equipment, except for an immaterial amount, is based in the United States and
therefore is not disclosed below. Geographic revenue for the three months and
six months ended May 31, 2000 is as follows:

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------
MAY 31, 2000 FEBRUARY 29, 2000
------------ -----------------
<S> <C> <C> <C>
United States.............................. $ 733,037 146,$000 ....
Asia....................................... 507,104 164,000 ....
Other International........................ 35,502 -- .........
---------- --------
Total............................ $1,275,643 310,$000 ....
========== ========
</TABLE>

Major Customers and International Sales -- For the quarter ended May 31,
2000, five customers accounted for approximately 69% of revenue whereas for the
quarter ended February 29, 2000, two customers accounted for approximately 26%
of revenue. Since both Ingenuus and EDA segments of the business were purchased
in fourth quarter, 1999 and first quarter, 2000, and the SIP business was sold
on April 6, 2000, comparative information presentation was not relevant.

9. CONTINGENCIES

Superior Court for the State of California

Class Action Lawsuits

On July 1, 1998, a class action lawsuit, Howard Jonas, et al. v. Aspec
Technology, Inc., et al., No. CV-775037 (the "Jonas Complaint"), was filed in
the Superior Court for the State of California, County of Santa Clara. The Jonas
Complaint alleged that Aspec and certain of its officers, directors and the
underwriters of the Company's initial public offering, violated California
Corporations Code Sections 25400 and 25500, and California Business and
Professions Code Sections 17200 and 17500 by making false and misleading
statements about Aspec's financial condition. The action was purportedly brought
on behalf of all persons who purchased Aspec stock during the period from April
28, 1998 through June 25, 1998. On July 2, 1998, July 27, 1998, and August 17,
1998, three additional complaints were filed in state court against Aspec and
certain of its officers, directors, entitled respectively, William Neuman, et
al. v. Aspec Technology, Inc., et al., No. CV-775089; Martin L. Klotz, on behalf
of the Martin Klotz Defined Benefit Profit Sharing Plan, et al. v. Aspec
Technology, Inc., et al., No. CV-775591 (the "Klotz Complaint"); Glen O. Ressler
and Thelma M. Ressler, et al., v. Aspec Technology, Inc., et al., No. CV-776065.
In addition to alleging the same violations

9
<PAGE> 10
INGENUUS CORPORATION.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

of the Corporations Code as the three other complaints, the Klotz Complaint also
alleged violations of Sections 11, 12, and 15 of the Securities Act of 1933, and
a class period of April 28, 1998 through June 30, 1998. The complaints sought
unspecified damages.

On January 29, 1999, the plaintiffs consolidated the pending class action
cases and filed a Consolidated Amended Complaint, styled Howard Jonas, et al. v.
Aspec Technology, Inc., et al., No. CV-775037. The Consolidated Amended
Complaint was purportedly brought on behalf of all persons who purchased Aspec's
stock between April 27, 1998 and June 30, 1998, alleged that Aspec and certain
of its officers and directors, as well as its underwriters, violated Sections
25400 and 25500 of the California Corporations Code, and Sections 11 and 15 of
the Securities Act of 1933 (except as to the underwriters). On June 7, 1999,
Aspec and certain of the individual defendants filed demurrers to the
Consolidated Complaint. On June 9, 1999, the plaintiffs filed a motion for
summary adjudication of their claims against Aspec under Section 11 of the
Securities Act. The plaintiffs also moved to certify a plaintiff class.

On August 26, 1999, the court heard argument on the defendants' demurrers.
The court sustained the demurrers in part and overruled them in part.
Specifically, the court held that the plaintiffs had not pleaded their claims
under California Corporations Code Section 25400 with sufficient particularity
and granted plaintiffs leave to amend this claim. The court overruled the
defendants' demurrers to the Section 11 claim. Following that hearing,
plaintiffs withdrew their motion for summary adjudication. Thereafter,
plaintiffs filed their First Amended Class Action Complaint, under seal, on
October 18, 1999.

On January 11, 2000, the defendants filed demurrers to Count I of the First
Amended Complaint, which alleged claims under California Corporations Code
Sections 25400/25500. The Aspec Defendants demurred to Count I on the basis that
plaintiffs had not pleaded facts demonstrating that the defendants had acted
with scienter. The Aspec Defendants also moved to strike certain allegations in
the complaint. The motions were fully briefed, and the court heard oral argument
on defendants' demurrers and motion to strike and plaintiffs' motion for class
certification on February 24, 2000. The court overruled the defendants'
demurrers, denied the motion to strike, and took the motion for class
certification under submission. Thereafter, on March 13, 2000, the Aspec
Defendants answered the plaintiffs' unverified complaint, generally denying all
allegations and asserting affirmative defenses.

On March 16, 2000, the court certified a plaintiff class. On that same
date, the Court found, sua sponte, that the case is complex, and pursuant to a
pilot program implemented in the Superior Court for Santa Clara County, assigned
it to a single judge for all purposes.

On May 19, 2000, the Court held a case management conference at which it
permitted the plaintiffs to re-notice their motion for summary adjudication of
their Section 11 claim against Aspec, which the Court set for hearing on July
21, 2000. Later, on July 5, 2000, the Court entered a stipulated order
continuing and re-scheduling the hearing until September 12, 2000.

Derivative Lawsuit

Certain of the Company's current and former officers, directors and
shareholder entities were also named as defendants in a derivative lawsuit
styled Linda Willinger, IRA, et al. v. Conrad Dell'Oca et al., No. CV-778007,
filed on November 12, 1998, in the Superior Court of Santa Clara County. The
derivative action alleges facts similar to those in the class action and also
alleges that certain of the directors caused the Company to conduct the initial
public offering in order to redeem preferred stock they owned or in which they
had a beneficial interest. Aspec filed a demurrer to that Complaint on June 8,
1999 on behalf of certain of the officer and director defendants and nominal
defendant, Aspec. Thereafter, the plaintiffs requested the defendants' assent to
the dismissal of their complaint and the filing of an amended complaint.
Plaintiffs filed their First Amended Shareholders' Derivative Complaint on
September 2, 1999.

10
<PAGE> 11
INGENUUS CORPORATION.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

The Aspec Defendants demurred to that complaint on November 12, 1999 on the
basis that the nominal plaintiffs had failed to make a demand on the Board of
Directors before filing the derivative lawsuit, and that they had also failed to
plead sufficient facts to excuse a pre-suit demand. After the matter was fully
briefed, the court heard argument on January 25, 2000. On January 27, 2000, the
court sustained the defendants' demurrers with sixty days' leave to amend. The
parties later stipulated that the plaintiffs would have additional time in which
to file an amended complaint, as well as to re-notice a motion to compel the
production of electronically-stored documents and records from Aspec, as well as
to notice the deposition of a witness from Aspec to testify concerning the
storage of such documents and records.

Other Lawsuits

Aspec Technology, Inc. v Compaq Computers, Inc. was filed on December 28,
1998 in the Superior Court of California, Santa Clara County, No. CV778943. By
our complaint, we sought to collect the principal sum of $403,344, plus
interest, attorney's fees and costs, from Compaq, alleging that Compaq had
breached a contract to purchase certain of Aspec's library software. Compaq
filed a counter claim alleging that we had breached the contract by failing to
deliver in functional form the promised software on the schedule promised, as
well as alleging fraudulent misrepresentation relating to the contract. The
counter claim alleges unspecified damages in excess of $25,000. Documents have
been exchanged and certain written discovery has been undertaken, but no
testimony has been taken in the case. Compaq has offered to settle the matter by
paying us $175,000. In April, 2000, a settlement was entered into under which
Compaq paid the Company $185,000. Dismissals of the lawsuit have been filed with
the court by all parties.

On September 23, 1999, a lawsuit entitled Lesley Nemeth v. Aspec Technology
Inc., was filed in Superior Court, Santa Clara County, No. DC383204. Plaintiff
is a former consultant to us who seeks in her complaint damages in the sum of
$12,600 plus interest and attorney's fees. On November 23, 1999 the court
ordered the matter to binding arbitration administered by the American
Arbitration Association. Plaintiff filed her arbitration claim with the American
Arbitration Association in March, 2000. An arbitrator has been appointed, and
arbitration is scheduled for September 8, 2000.

NASDAQ Inquiry

On September 4, 1998, the Company received an informal request for
information from the NASDAQ Listing Investigations Staff. NASDAQ requested
information concerning the Company's financial accounting and internal controls.
The Company has provided information in response to the informal inquiry. NASD
held a de-listing inquiry on December 17, 1998 at which the Company appeared
through counsel and provided information. As of February 25, 1999, the NASD
determined that the Company would remain listed on the NASDAQ.

SEC Inquiry

In January 1999, the Company received an informal inquiry from the
Securities and Exchange Commission ("SEC") Staff. The Company has provided
information to the SEC in response to the Staff's requests.

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<PAGE> 12

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

The following Management's Discussion and Analysis of Financial Condition
and Results of Continuing and Discontinued Operations contains forward-looking
statements 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.
These forward-looking statements are based on current expectations and include
various risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Such risks
and uncertainties are set forth below and under "Other Factors Affecting Future
Operating Results."

COMPANY OVERVIEW

Ingenuus was founded in December 1991 as Aspec Technology to develop,
market and support semiconductor intellectual property ("SIP") to enable
customers to develop complex Integrated Circuits (ICs). More recently, our
business has been composed of three segments; our traditional SIP business; our
EDA business which is comprised of Verilux Corporation and Chip and Chip; and
Ingenuus Corporation which is focused on establishing a significant market
position as a supplier of innovative, collaborative software applications
designed to dramatically increase productivity and achieve a high rate of return
on investment by leveraging the human expertise already present in an
organization's business processes. As a result of fundamental changes in the
marketplace, we have taken the following actions:

(1) We sold our SIP Business effective April 6, 2000.

(2) On March 8, 2000, we announced that we would divest from the EDA
business to focus on business to business software. On June 13, 2000, the
Company entered into an Asset Purchase Agreement with Management of Chip
and Chip whereby they will sell all of their existing Chip and Chip
business, which is a development stage Company located in Sunnyvale, CA.
The Asset Purchase Agreement was ratified by the Ingenuus Board of
Directors on June 14, 2000.

(3) We initiated a strategy to focus on technological innovation,
market growth and create strategic relationships in order to grow the
business-to-business opportunity.

DISCONTINUED OPERATIONS

Through fiscal 1992, the Company was principally engaged in the development
of its first products and the establishment of customer relationships. We
recognized initial revenue in fiscal 1993 as SIP products were completed for
customers designing gate array-based ASICs. In fiscal 1993, 1994 and 1995, a
substantial portion of our revenue was derived from the license of SIP products
to vertically integrated semiconductor manufacturers that were seeking to enter
the merchant ASIC market. During these years, we also expanded our development
efforts. By fiscal 1996, the Company had enhanced its SIP products for gate
array-based ICs and had developed SIP products for standard cell-based ICs
supporting a number of foundry processes. These developments allowed us to
expand our customer base to include other integrated semiconductor companies,
fab-less semiconductor companies, electronics systems manufacturers and
distributors that sell to such entities. During 2000, we are undergoing a
fundamental and rapid shift in our business with the major focus on
Internet-enabled, business-to-business collaboration applications that automate
product and document change packages. We have moved away from our historical
business of semiconductor intellectual property ("SIP") library development and
design tools and services business ("SIP Business"). The primary impetus for
this business shift is a declining revenue stream as competitive pressure makes
SIP libraries nearly free commodities.

INGENUUS CORPORATION

Our strategy is to provide Internet-enabled, business-to-business,
collaboration applications which shorten time-to-market, improve adaptability
and increase operational excellence by developing, capturing,

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<PAGE> 13

transferring, sharing and leveraging corporate expertise required to deliver and
maintain product and document changes throughout the entire supply chain. To
implement this strategy in December 1999, we acquired Inbox Software ("Inbox")
whose products provide automated solutions for mission-critical,
business-to-business, e-commerce product and document change management
processes.

The Internet has become a medium through which businesses can communicate,
streamline business processes and transact business more efficiently. Escalating
dynamics like time-to-market pressures, high customization demands, and
increased dependence on outsourcing have elevated business-to-business
collaboration to core competency status. Companies must not only find more
efficient ways to share information internally, they must also find ways to
collaborate with their business partners, suppliers and customers. In the new
economy, it's not about Company A versus Company B -- it's about Supply Chain A
versus Supply Chain B.

Most companies have mastered basic collaboration tools such as email,
scheduling, corporate intranets and internal document management. But these
tools do not solve the complex collaboration challenges of the digital economy.
Most companies have developed ad hoc collaboration processes to manage data and
coordinate basic functions. Most of these solutions do not leverage the ubiquity
of the Internet nor provide seamless, real-time integration with external
business partners. New applications that are tailored to specific tasks are
needed that can leverage existing electronic information, regardless of where it
resides. These new task-based applications must be fast and easy to deploy; as
well as cost-effective to maintain.

COLLABORATIVE PRODUCT COMMERCE

The Internet provides inexpensive connectivity, an open and scalable
architecture, and common software and communication standards to support
interoperability between the islands of information residing throughout the
virtual supply chain.

A new breed of Internet solutions is emerging -- Collaborative Commerce
(c-commerce) -- that combines the strengths of supply chain automation with the
transactional capabilities of online marketplaces. Different from E-commerce,
which is a transaction exchange, c-commerce is an intellectual capital exchange
that can make the much-anticipated virtual enterprise a reality.

Collaborative product commerce (CPC) defines a new business strategy that
leverages the ubiquity of the Internet, allowing various members of the supply
chain to collaboratively design, build, market and deploy products and services.
CPC enhances supply chain visibility, accelerates business velocity, creates
barriers to entry and enables new business models. CPC represents the next major
phase in the business evolution of the Internet. CPC is still being defined, and
no vendor has demonstrated a complete, end-to-end CPC solution, and probably
never will. Instead vendors will provide at least three (3) classes of CPC
solutions: 1) CPC application; 2) CPC tools; 3) CPC platforms.

Customers for CPC products include vertically integrated self-sufficient
manufacturers as well as horizontally integrated teams of partners and
suppliers. Virtual manufacturers who build products through an extended contract
manufacturing and supply chain are particularly suited for CPC products. They
exhibit a need for application tools, and platforms to make CPC a reality.
Ingenuus is developing CPC applicators tailored to specific tasks that involve
participants inside the corporation and throughout the supply chain. Ingenuus
Applications for Virtual Manufacturing provides business process based
applications with integrated workflow focused on defining, reviewing,
distributing, and implementing product changes. These applications improve the
ability of Internet-connected manufacturing supply chains to communicate and
collaborate on new product designs and product changes. For example, using the
Ingenuus Products Change Manager (PCM) application an Engineering Change Order
("ECO") for a product modification can be automatically routed on a real time
basis through an integrated work flow approval process and instantly
communicated over the Internet to the "virtual inbox" of the entire virtual
manufacturing organization. This may be one or more separate companies located
anywhere in the world along with other companies in the supply chain. These
applications set a new standard for functionality, flexibility, and ease-of-use
enabling customers to transform the product change process into a highly
optimized, value-added business system.

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<PAGE> 14

The global Internet revolution is forcing companies to move from data
sharing to externalized process integration. This represents an important shift
from simply publishing information using the Internet (serial) to utilizing the
Internet to enable and enhance collaboration (circular). As a result, there is
renewed focus on processes, particularly between companies and their customers,
partners, and suppliers. This is especially true in the manufacturing arena
where, in the past, automation has focused on product design, not process
management, collaboration, and distribution. The manufacturing industry is
dependent on various processes for regional and global manufacturing quality
control. For these businesses, process management must be an enabler, not a
barrier to rapid adaptability and operational excellence.

With a CPC application that is process enabled, the chief designer for a
virtual manufacturer can generate a master plan of a new design or design change
and, in short order, begin simultaneous review by team members, partners, and
factories anywhere in the world. Once the design or proposed change is approved,
manufacturing can be begin simultaneously around the globe. The processes that
represent the acquisition of various raw materials and components, distributing
them to the factories, bringing them to inventory, programming the automated
assembly equipment, and adjusting individual production schedules can be
integrated using CPC tools and platforms. This data is then used by the CPC
Applications. The entire content supply chain is involved, including traditional
product design, supply chain management and customer service. Because process
enabled CPC applications virtually eliminate the human errors associated with
current methods, while leveraging human expertise on how to get things done, our
main attractions to a virtual manufacturing company are rapid time to revenue,
extraordinary product quality, and sharply reduced cost of customer service.

The market for CPC involves various industries. It is especially attractive
to manufacturing companies since it is reported that only about 11% have
automated the change process.

Ingenuus designs, builds and markets business-to-business collaboration
applications. The Ingenuus applications provide adaptable, process-based
collaboration between trusted customers, suppliers and other business partners.
Ingenuus applications combine people, processes, information and technology to
make normally complex and difficult collaboration simple. The result is a
dramatic improvement in profitability and efficiency throughout the entire
virtual supply chain.

Ingenuus is currently targeting virtual manufacturers with its Ingenuus
Applications for Virtual Manufacturing. Ingenuus customers are global, virtual
manufacturers in the high technology, communications, semi-conductor, machinery,
mechanical, medical equipment, process, and FDA regulated industries.

Specifically, Ingenuus applications:

1. Manage changes, not just documents. Unlike other applications that
manage documents, or changes made to documents, the Ingenuus applications
manage the change itself. Each change is an object in its own right, and
documents affected by the change can be included in the change packet.
Reference information, ancillary documents, and even web pages can be
attached to the change packet and routed along with the documents affected
ensuring that reviewers and approvers alike have the information they need
to make an informed decision about the proposed change. When a change
packet is routed to various participant instructions, notes and comments
can accompany it. This helps to eliminate human error and
misinterpretations. Ingenuus applications have "redlining" capability and
the ability for annotating files with the electronic equivalent of
"post-it" notes. For example, although only one user can be working on the
controlled master design or document, colleagues working on the same change
packet can be instantly notified that an updated "master" design or
document is available, and reference copies of it will be inserted
automatically in each collaborator's task-list. A given document or bill of
materials ("BOM") can be worked on only by the user to whom it is logged
out, but the content can be looked at and copied by everyone with the
necessary access permission.

2. Manage what happens to the data when someone works on it. A product
may go through hundreds of design changes during its life-cycle, each
involving far-reaching modifications to the underlying engineering content.
The Ingenuus applications acts as the corporate change repository capturing
all new and changed content as it is generated, maintaining a record of
which version it is,

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<PAGE> 15

recalling it on demand and effectively keeping track of each participants
every move. Data can be imported from other systems, and later, when the
change is approved, the updated data can be exported to those systems.

3. Manage the flow of data between people. Ingenuus applications make
it easy for design team members to share meaningful groups of documents, as
well as move work around from department to department, or from individual
to individual in logically organized bundles. During the development of a
product, many thousands of parts may need to be designed. For each part,
files need to be created, modified, viewed, checked and approved by many
different people, perhaps several times over. Each part may call for
different development techniques and different types of content. Since work
on any of these master files will have a potential impact on other related
files, there needs to be continuous cross-checking, modification,
resubmission and rechecking.

Bringing order to this highly complex workflow is what Ingenuus
applications do best. In particular, the software keeps track of the
thousands of individual decisions that determine who does what next.
Because the Ingenuus applications are process enabled, they do not simply
provide the ability to move change packets from one step in the process to
another, they actually "push" the change packet through the process
utilizing escalation rules. The software allows the up-to-date status of
the entire task, with all supporting content, to be tracked and viewed by
authorized individuals at all times. Communication within the development
team is enhanced.

4. Track all the events and movements that happen during the history
of a change. Ingenuus applications record the states and milestones a
change goes through. The software provides a valuable source of process
audit trail which is a fundamental requirement for conformance to
international quality management standards such as ISO9000, EN29000 and
BS5750. This level of historical tracking, as well as providing
comprehensive auditing, also permits the active monitoring of individual
performance -- invaluable during time-critical projects.

Consulting Services

We provide a variety of services that help integrate the Ingenuus products
into the customer's design environments and customize the products to fit the
customer's business processes. We believe that the need for such services will
increase rapidly as CPC products earn market share and companies want our
applications integrated with other CPC tools and platforms.

Maintenance Services

We offer standard support services, which include product updates,
telephone and internet support and metrics reporting. Custom support services
are also available, including standard support services plus technical
management, application and educational services.

The Ingenuus business unit currently provides worldwide maintenance and
support for Zycad accelerators and these customers should continue to be
supported in the future. Updates to current customers using existing Zycad
accelerators and software should continue to be available via local support and
the Internet.

Engineering efforts devoted to developing products for which revenue is
recognized on a percentage of completion basis are recorded as cost of revenue.
Engineering efforts devoted to developing our core technology and products not
requiring adaptation are recorded as research and development expense. As a
result of our engineering efforts, we have developed a substantial base of
technology, which we are able to reuse in other product offerings. We expect to
continue to devote significant resources to our various engineering efforts.

RESULTS OF CONTINUING OPERATION

On April 28, 2000 the Company formally changed its name from Aspec
Technology Inc. to Ingenuus Corporation.

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<PAGE> 16

OPERATING SEGMENTS

As of May 31, 2000, the Company operated in two segments, Ingenuus
Corporation, and EDA. For quarter ended May 31, 2000, Verilux and Chip & Chip
are included together in EDA in the tables below, and Novo and Inbox are
included with Ingenuus.

The Company's EDA business unit was formed with the acquisition and merger
of Chip & Chip and Verilux Design Corporation in September 1999. These two EDA
companies were acquired to address the most challenging problems in EDA. Each
generation of semiconductor process advance brings new challenges in how
integrated circuit designers model, integrate, simulate, and verify the entire
chip and Systems on Chip ("SOC").

The Company's Ingenuus business unit was formed with the acquisition and
merger of Novo in October 1999 and Inbox Software, Inc, in December 1999.
Inbox's products provide automated Internet-enabled, business-to-business, IEC
content management applications which shorten time-to-market by developing,
capturing, transferring, sharing and leveraging the corporate expertise required
to deliver and maintain content throughout the content supply chain whereas Novo
provides system maintenance services. Ingenuus segment's activities for the
three and six month ended, May 31, 2000, excluding amortization of goodwill,
involved mainly activities surrounding product revenues from Inbox business,
system maintenance revenue from the Novo business, R&D expenditures, sales and
marketing and general administrative expenses.

RESULTS OF CONTINUING OPERATIONS

The following table sets forth for the periods indicated selected
statements of operations data expressed both in $000's and as a percentage of
revenue:

Since both Ingenuus and EDA segments of the business were purchased in
fourth quarter of fiscal year 1999 and first quarter of fiscal year 2000, and
the "SIP" business was sold on April 6, 2000, there was no relevant comparative
information available for the three months and six months ended May 31, 2000
comparisons to three months and six months ended May 31, 1999. Therefore,
management discussions presented below compare first quarter of fiscal year 2000
to second quarter of fiscal year 2000 related to our continuing business.

<TABLE>
<CAPTION>
INGENUUS CORPORATION
SEGMENTED STATEMENT OF OPERATIONS
QUARTER ENDED MAY 31, 2000
---------------------------------
EDA INGENUUS COMPANY
------ --------- --------
($000'S)
(UNAUDITED)
<S> <C> <C> <C>
Revenue..................................................... $ 275 $ 1,001 $ 1,276
Cost of revenue............................................. 67 1,026 1,093
----- ------- -------
Gross profit (loss)......................................... 208 (25) 183
----- ------- -------
Operating expenses:
Research and development.................................. 467 304 771
Sales and marketing....................................... -- 802 802
General and administrative................................ -- 1,810 1,810
Amortization -- goodwill.................................. 179 1,058 1,237
----- ------- -------
Total operating expenses.................................. 646 3,974 4,620
Loss from operations........................................ (438) (3,999) (4,437)
Interest and other income, net.............................. -- 177 177
----- ------- -------
Loss from continuing operations............................. (438) (3,822) (4,260)
Loss from discontinued operations........................... -- (1,209) (1,209)
Gain on disposal of discontinued operations................. -- 5,433 5,433
----- ------- -------
Net loss.................................................... $(438) $ 402 $ (36)
===== ======= =======
</TABLE>

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<PAGE> 17

<TABLE>
<CAPTION>
INGENUUS CORPORATION
SEGMENTED STATEMENT OF OPERATIONS
QUARTER ENDED
FEBRUARY 29, 2000
---------------------------------
EDA INGENUUS COMPANY
------ --------- --------
($000'S)
(UNAUDITED)
<S> <C> <C> <C>
Revenue..................................................... $ -- $ 310 $ 310
Cost of revenue............................................. -- 229 229
----- ------- -------
Gross profit................................................ -- 81 81
----- ------- -------
Operating expenses:
Research and development.................................. 304 872 1,176
Sales and marketing....................................... -- 118 118
General and administrative................................ -- 2,336 2,336
Write off In Process R&D.................................. -- 925 925
Amortization -- goodwill.................................. 182 1,058 1,240
----- ------- -------
Total operating expenses.................................. 486 5,309 5,795
Loss from operations........................................ (486) (5,228) (5,714)
Interest and other income, net.............................. (4) 230 226
Equity losses from joint venture............................ -- (67) (67)
----- ------- -------
Loss from continuing operations............................. (490) (5,065) (5,555)
Loss from discontinued operations........................... -- (2,413) (2,413)
----- ------- -------
Net loss.................................................... $(490) $(7,478) $(7,968)
===== ======= =======
</TABLE>

Revenue. Revenue for Ingenuus increased by 323% from $310,000 in the
quarter ended February 29, 2000, to $1.0 million in the quarter ended May 31,
2000. The increase in revenue in the second quarter of fiscal 2000 compared with
first quarter of fiscal 2000 was primarily attributable to the continued efforts
to grow our new Ingenuus software products and related services.

Revenue from the EDA segment for the quarter ended May 31, 2000 was
$274,000 derived from the sale of Verilux products. There was no EDA revenue in
the quarter ended February 29, 2000.

Cost of revenue. Cost of revenue for Ingenuus primarily represents the
costs of products, personnel and other operating expenses incurred in the
implementation phase of the product. Cost of revenue as a percentage of revenue
increased by 29% from 74% of revenue in the first quarter ended February 29,
2000 to 103% of revenue in the second quarter ended May 31, 2000. The increase
was due to the fact that the products sold by Inbox prior to acquisitions by
Ingenuus Corporation, were sold at discounts. Ingenuus has delivered these
products including providing professional services in Q2, 2000 related to the
legacy Inbox customers.

Due primarily to the discounts by Inbox, our gross margin percentage was
adversely effected in the three months ended May 31, 2000. We expect cost of
revenue as a percentage of revenue to decrease as we start to sell more product
at our targeted prices.

Research and development. Research and development expenses represent the
cost of engineering personnel and other operating expenses incurred in the
development and enhancement of our core technology. Research and development
expenses for Ingenuus decreased by 188% from $872,000 in the three months ended
February 29, 2000 to $304,000 in the three months ended May 31, 2000. Research
and development expenses as a percentage of revenue was 281% in the three months
ended February 29, 2000 compared to 30% in the three months ended May 31, 2000.
The absolute dollar as percentage of revenue decrease in research and
development expenses in the three months ended May 31, 2000 was primarily due to
the fact that we have

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<PAGE> 18

refocused our efforts on sale of Ingenuus products in Q2 of 2000 versus in Q1 of
2000, we were still developing the product and adding new features.

Research and development expenses for the EDA segment increased by 54% from
$304,000 in the three months ended February 29, 2000 to $467,000 in the three
months ended May 31, 2000. The increase in research and development expenses in
the second quarter of fiscal 2000, compared with the first quarter of fiscal
2000, was primarily due to the hiring of one additional employee, purchase of
additional tools and the inclusion of amortization expenses.

Sales and marketing. Sales and marketing expenses consist of salaries and
commissions paid to internal sales and marketing personnel and sales
representatives, promotional costs and related operating expenses. Sales and
marketing expenses for Ingenuus increased by 574% from $118,000 in the three
months ended February 29, 2000, to $802,000 in the three months ended May 31,
2000. Sales and marketing expenses as a percentage of revenue was 38% in the
three months ended February 29, 2000 and 80% in the three months ended May 31,
2000. The absolute dollar increase in sales and marketing expenses in the three
months ended May 31, 2000, compared with the three months ended February 29,
2000, was due to increased headcount, as well as an increase in marketing
expenses relating to promotion of our Ingenuus products.

General and administrative. General and administrative expenses consist of
salaries and expenses related to Executives, Corporate Finance, Legal and Human
Resources departments. General and administrative expenses, decreased by 23%
from $2.3 million in the three months ended February 29, 2000, to $1.8 million
in the three months ended May 31, 2000. General and Administrative expenses as a
percentage of revenue was 754% in the three months ended February 29, 2000 and
181% in the three months ended May 31, 2000. The absolute dollar decrease in
general and administrative expenses in the three months ended May 31, 2000,
compared with the three months ended February 29, 2000, was due to decreased
professional fees, as well as a decrease in bad debt expense.

The $925,000 written off to purchased technology in the first three months
of fiscal 2000 related to the acquisitions of Inbox Software.

The Company also recorded $1.2 million in amortization expenses in the
first and second quarters of fiscal 2000, due to acquisitions in the last two
years.

Interest, net. Net interest for Ingenuus decreased 22% from $226,000 in the
three months ended February 29, to $177,000 in the three months ended May 31,
2000.

Foreign Currency. Balance sheet accounts of Novo Systems' foreign
subsidiary in Japan are translated into U.S. dollars at exchange rates
prevailing at balance sheet dates. Revenue, costs and expenses are translated
into U.S. dollars at average rates for the period. Gains and losses resulting
from foreign exchange transactions are included in the statement of operations
and were not significant during the period presented.

LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its operations primarily from license, product and
system maintenance revenues and the net proceeds of $71.9 million from its
initial public offering of Common Stock in May 1998.

Our operating activities utilized net cash of $9.5 million and $6.5 million
in the six-month period ended May 31, 2000 and May 31, 1999 respectively. Net
cash used for operating activities in the first six months of fiscal 2000 was
mainly due to continuing and discontinued operational trading activities.

Net cash used in investing activities was $9.9 million in the six-month
period ended May 31, 2000 compared to $3.8 million in the six-month period ended
May 31, 1999. Investing activities for the first six months of fiscal 2000
consisted primarily of the investment in the Inbox Software Corporation of $7.6
million and net purchases of property and equipment of $2.3 million.

Net cash provided by financing activities was $192,000 in the six-month
period ended May 31, 2000 and utilized net cash of $246,000 in the six-month
period ended May 31, 1999.

Net cash provided by the discontinued operations was $6.0 million.
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At May 31, 2000, the Company had cash and equivalents of $10.6 million. As
of May 31, 2000, we had an accumulated deficit of $61.5 million and working
capital of $14.4 million.

The Company has suffered recurring losses for the years ended November 30,
1998 and 1999. Ingenuus's continued existence is dependent on our ability to
achieve profitable operations. We intend to continue to invest in the
development of new products and enhancements to our existing products. Our
future liquidity and capital requirements will depend upon numerous factors,
including:

- the costs incurred in connection with the defense, settlement or payment
of any damages with respect to the class action lawsuits pending against
us and related parties,

- the costs and timing of our product development efforts and the success
of these development efforts,

- the costs and timing of our sales and marketing activities,

- the extent to which our existing and new products gain market acceptance,

- competing technological and market developments,

- the costs involved in maintaining and enforcing patent claims and other
intellectual property rights,

- the level and timing of license revenue,

- available borrowings under line of credit arrangements and

- other factors. We believe that our current cash and investment balances
together with any cash generated from operations will be sufficient to
meet our operating and capital requirements for at least the next 12
months.

We may require additional funds in the future and there is a risk that
financing may not be on terms favorable to us, if available at all.

We intend to continue to invest in the development of new products and
enhancements to our existing products. The Company's future liquidity and
capital requirements will depend upon numerous factors, including the costs
incurred in connection with the defense, settlement or payment of any damages
with respect to the class action lawsuits pending against the Company and
related parties, the costs and timing of our product development efforts and the
success of these development efforts, the costs and timing of the our sales and
marketing activities, the extent to which our existing and new products gain
market acceptance, competing technological and market developments, the costs
involved in maintaining and enforcing patent claims and other intellectual
property rights, the level and timing of license revenue, and other factors. We
believe that our current cash and investment balances together with any cash
generated from operations will be sufficient to meet the Company's operating and
capital requirements for the next 12 months.

Other Factors Affecting Future Operating Results

Fluctuations in Future Operating Results; Dependence Upon Timely Project
Completion. The Company's operating results have fluctuated in the past and are
expected to fluctuate significantly on a quarterly and annual basis in the
future as a result of a number of factors including the size and timing of
customer orders; our ability to achieve progress on percentage of completion
contracts; the continuation of the shift in industry pricing practice from
up-front license fees to a royalty based model; the length of our sales cycle;
the timing of new product announcements and introductions by us and our
competitors; our ability to successfully develop, introduce and market new
products and product enhancements; market acceptance of those products; the
cancellation or delay of orders from major customers; the level of changes to
customer requirements due to process specific changes requested by customers,
the Company's ability to retain its existing personnel; and general economic
conditions. These and other factors could have a material adverse effect on our
business, operating results and financial condition.

Management of Growth; Retention of Key Personnel. The growth of the
Company's business and expansion of its customer base has placed, and is
expected to continue to place, a significant strain on the

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Company's management and operations. The Company's future success will depend on
its ability to identify, attract, hire and retain skilled employees and to hire
replacements for employees that leave the Company.

In connection with the acquisitions of Novo Systems and Inbox or other
potential acquisitions, the failure to successfully and efficiently integrate
new employees and operations of the acquired company with our existing employees
and operations or to successfully manage an acquired company could materially
adversely effect our business, operating results, and financial condition.

From time to time, we expect to evaluate other potential acquisitions to
build our expertise. There can be no assurance that we will be able to identify
attractive acquisition candidates, will be able to successfully complete any
such acquisition or will be able to integrate any acquired company with other
operations. In connection with existing or potential business acquisitions, the
failure to successfully and efficiently integrate new employees and operations
of the acquired company with the Company's existing employees and operations or
to successfully manage an acquired company located in a different geographical
location could materially adversely effect the Company's business, operating
results and financial condition.

Risks Associated with Professional Services Business. One of the Company's
strategies is to increase its revenue from collaborative engineering services.
The engineering services business is subject to a number of risks, including
potential competition from numerous other engineering service companies and the
ability to attract and retain qualified engineering personnel. There can be no
assurance that the Company can successfully expand its collaborative engineering
services, and the failure to do so could have a material adverse effect on the
Company's business, operating results and financial condition.

Dependence Upon Continuous Product Development; Risk of Product
Delays. Many of our customers operate in the high-tech manufacturing
environment, which is subject to rapid technological change, frequent
introductions of new products, short product life cycles, changes in customer
demands and requirements and evolving industry standards. The introduction of
products embodying new technologies and the emergence of new industry standards
can render existing products obsolete and unmarketable. Accordingly, our future
success will depend on its ability to continue to enhance its existing products
and to develop and introduce new products that satisfy increasingly
sophisticated customer requirements. If we fail to anticipate or respond
adequately to changes in e-business technology or customer requirements, or any
significant delays in product development or introduction, we would see a
material adverse effect on our business, operating results, and financial
condition. There can be no assurance that the Company will be successful in its
product development efforts, that we will not experience difficulties that could
delay or prevent the successful development, introduction and sale of new or
enhanced products or that such new or enhanced products will achieve market
acceptance. We have in the past experienced delays in the release dates of
certain products. If release dates of any new significant products or product
enhancements are delayed, our business, operating results and financial
condition would be materially adversely affected. We could also be exposed to
litigation or claims from customers in the event we do not satisfy our delivery
commitments. There can be no assurance that any such claim will not have a
material adverse effect on business, operating results and financial condition.

Internet Related Risks on Our Business Potential

Should Electronic Commerce Using the Internet Not Continue to Develop, We
Could Experience Loss of Sales. Our success is dependent upon continued growth
of the Internet as the electronic venue of commerce in the future. Acceptance of
the Internet has increased in recent times with millions of users making the
connection. This growth is a recent phenomenon and may not continue.
Furthermore, Internet commerce, especially as an integral part of supply chain
management is still in its infancy.

Many companies may take a "wait and see" attitude before adopting
business-to-business software and the Internet as their primary means of
exchanging product content information. Current concerns include infrastructure
support, secure data transmission in this public environment, governmental
regulations, and the general viability of the Internet as a commercial
marketplace. Internet use increases daily, putting an ever-changing demand on
the support base needed for smooth operation. Reliable equipment and preventive
maintenance will be essential to the growth and acceptance of this important
medium. Business to business

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activity over the Internet will include transmission of sensitive confidential
information. Protection of that data will be vital to the Internet's acceptance
for business transactions.

e-business, by definition, is global. Business methods that are effective
and acceptable in our market place may not work in markets that operate in
different legal and governmental climates throughout the world. Therefore, we
could see a negative impact on our sales.

Should Internet support as well as development of newer enabling
technologies not keep pace with its growth. If secure encryption schemes cannot
be successfully implemented and gain the trust of industry. The vast legal and
governmental environments as well as future, unforeseen laws and regulations
create barriers to effective trade.

Risks Associated With International Operations

Any international business involves a number of risks, including the impact
of possible recessionary environments in foreign economies, political and
economic instability, exchange rate fluctuations, longer receivables collection
periods and greater difficulty in accounts receivable collection from
distributors and customers, difficulty in managing distributors or sales
representatives, unexpected changes in regulatory requirements, reduced or
limited protection for intellectual property rights, export license
requirements, tariffs and other trade barriers and potentially adverse tax
consequences. Although we price our products and services in United States
dollars, currency exchange fluctuations could have a material adverse effect on
the Company's business to the extent that the Company's pricing is not
competitive with products priced in local currencies. We do not currently hedge
against foreign currency fluctuations.

Limited Protection of Proprietary Rights

The Company's success is dependent on its ability to protect its
proprietary technology. The Company relies upon a combination of copyright,
patent, trade secret and trademark laws to protect its proprietary technology.
The Company enters into confidentiality agreements with its employees,
distributors and customers and limits access to and distribution of the source
code to its software and other proprietary information. There can be no
assurance that the steps taken by the Company in this regard will be adequate to
prevent misappropriation of its technology or that the Company's competitors
will not independently develop technologies that are substantially equivalent or
superior to the Company's technology. Any such misappropriation of the Company's
technology or development of competitive technologies could have a material
adverse effect on the Company's business, operating results and financial
condition. Despite the Company's efforts to protect its proprietary rights,
there can be no assurance that the Company will be able to protect its
proprietary rights against unauthorized third-party copying or use, and attempts
may be made to copy or reverse engineer aspects of the Company's products or to
obtain and use information that the Company regards as proprietary. Policing the
unauthorized use of the Company's products is difficult and the Company could
incur substantial costs in protecting and enforcing its intellectual property
rights. Litigation may be necessary in the future to enforce the Company's
intellectual property rights, to protect the Company's trade secrets or to
determine the validity and scope of the proprietary rights of others. Such
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on the Company's business, operating
results and financial condition.

As is common in the technology industry, the Company may from time to time
receive notices from third parties claiming infringement by the Company's
products of third-party proprietary rights. While the Company is not currently
subject to any such claim, the Company believes that its products could
increasingly be subject to such claims as the market for its products grows and
as more competitors enter the market. Any such claim, with or without merit,
could result in significant litigation costs and require the Company to enter
into royalty and licensing agreements, which could have a material adverse
effect on the Company's business, operating results and financial condition.
Such royalty and licensing agreements, if required, may not be available on
terms acceptable by the Company or at all.

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Potential for Product Defects

Complex products such as those offered by the Company may contain
undetected errors, defects or "bugs." There can be no assurance that, despite
significant testing by the Company and by current and potential customers,
errors will not be found in products or enhancements to existing products after
commencement of commercial shipments. The Company does not presently maintain
insurance with respect to potential damages due to errors or defects in its
products. Although the Company has not experienced material adverse effects
resulting from any such errors or defects to date, there can be no assurance
that errors or defects will not be discovered in the future, potentially causing
delays in product introduction and shipments or requiring design modifications
that could materially adversely affect the Company's business, operating results
and financial condition.

YEAR 2000 COMPLIANCE

To date, the Company has not experienced any significant business
disruptions as a result of the Year 2000 issue. In addition, the Company has not
been informed of any such problems experienced by its customers, suppliers and
other critical service providers. Although considered unlikely, it is too soon
to conclude that there will not be any problems arising from the Year 2000
issue, particularly at some of the Company's customers, suppliers and other
critical service providers. The Company will continue to monitor all business
processes throughout 2000 to address any issues and ensure all processes
continue to function properly. Contingency plans to address potential risks in
the event of Year 2000 failures will be developed as needed.

Project costs to date of the Year 2000 issue totaled $146,000. The Company
does not expect to incur significant costs during fiscal 2000 related to ongoing
monitoring and support activities for the Year 2000 issue.

Volatility of Share Price

Since the Company's initial public offering in April 1998, the market price
of the Company's Common Stock has been highly volatile and is expected to be
significantly affected by factors such as actual or anticipated fluctuations in
the Company's operating results, the Company's failure to meet or exceed
published earnings estimates, changes in earnings estimates or recommendations
by securities analysts, announcements of technological innovations, new products
or new contracts by the Company or its existing or potential competitors,
developments with respect to patents, copyrights or proprietary rights,
conditions and trends affecting the Internet, adoption of new accounting
standards affecting the software industry, general market conditions and other
factors. In addition, the stock market has from time to time experienced
significant price and volume fluctuations that have particularly affected the
market prices for the common stocks of technology companies which have often
been unrelated to the operating performance of such companies. These broad
market fluctuations may materially adversely affect the market price of the
Common Stock. In June 1998, securities class action litigation was filed against
the Company and certain of its executive officers and directors. Such litigation
could result in substantial costs and a diversion of management's attention and
resources, which could have a material adverse effect upon the Company's
business, operating results and financial condition. See "Part II".

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Superior Court for the State of California

Class Action Lawsuits

On July 1, 1998, a class action lawsuit, Howard Jonas, et al. v. Aspec
Technology, Inc., et al., No. CV-775037 ("the Jonas Complaint"), was filed in
the Superior Court for the State of California, County of Santa Clara. The Jonas
Complaint alleged that Aspec and certain of its officers, directors and the
underwriters of the Company's initial public offering, violated California
Corporations Code Sections 25400 and 25500, and California Business and
Professions Code Sections 17200 and 17500 by making false and misleading
statements about Aspec's financial condition. The action was purportedly brought
on behalf of all persons who purchased Aspec stock during the period from April
28, 1998 through June 25, 1998. On July 2, 1998, July 27, 1998, and August 17,
1998, three additional complaints were filed in state court against Aspec and
certain of its officers, directors, entitled respectively, William Neuman, et
al. v. Aspec Technology, Inc., et al., No. CV-775089; Martin L. Klotz, on behalf
of the Martin Klotz Defined Benefit Profit Sharing Plan, et al. v. Aspec
Technology, Inc., et al., No. CV-775591 (the "Klotz Complaint"); Glen O. Ressler
and Thelma M. Ressler, et al., v. Aspec Technology, Inc., et al. No. CV-776065.
In addition to alleging the same violations of the Corporations Code as the
three other complaints, the Klotz Complaint also alleged violations of Sections
11, 12, and 15 of the Securities Act of 1933, and a class period of April 28,
1998 through June 30, 1998. The complaints sought unspecified damages.

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for hearing on July 21, 2000,. Later, on July 5, 2000, the Court entered a
stipulated order continuing and re-scheduling the hearing until September 12,
2000.

Derivative Lawsuit

Other Lawsuits

Aspec Technology, Inc. v Compaq Computers, Inc. was filed on December 28,
1998 in the Superior Court of California, Santa Clara County, No. CV-778943. By
our complaint, we sought to collect the principal sum of $403,344, plus
interest, attorney's fees and costs, from Compaq, alleging that Compaq had
breached a contract to purchase certain of Aspec's library software. Compaq
filed a counter claim alleging that we had breached the contract by failing to
deliver in functional form the promised software on the schedule promised, as
well as alleging fraudulent misrepresentation relating to the contract. The
counter claim alleges unspecified damages in excess of $25,000. Documents have
been exchanged and certain written discovery has been undertaken, but no
testimony has been taken in the case. Compaq has offered to settle the matter by
paying us $175,000. In April, 2000, a settlement was entered into under which
Compaq paid the Company $185,000. Dismissals of the lawsuit have been filed with
the court by all parties.

NASDAQ Inquiry

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SEC Inquiry

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

27.1 Financial Data Schedule

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SIGNATURES

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

INGENUUS CORPORATION.

By: /s/ RAYMOND GRAMMER
------------------------------------
Raymond Grammer
Chief Financial Officer

Date: July 14, 2000

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INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS
--------
<C> <S>
27.1 Financial Data Schedule
</TABLE>