IGENISYS INC, POS AM, 2000-12-08

IGENISYS INC
POS AM, 2000-12-08
BUSINESS SERVICES, NEC

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<PAGE>

As filed with the Securities and Exchange Commission on December 8, 2000.

Registration No. 333-90117
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------

Post-Effective Amendment No. 1 to
FORM SB-2

REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
-----------------------

iGENISYS, INC,
----------------------------------------------
(Name of small business issuer in its Charter)

Colorado 8742 84-1485196
------------------------------- ----------------- ---------------
(State or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Industrial Identification
Classification Number)
Code Number

654 North Belt East, Suite 310
Houston, Texas 77060
(281) 820-0200
(281) 447-8291 (fax)
-------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

Carylyn K. Bell
Registered Agent
3200 Cherry Creek Drive South, Suite 430
Denver, Colorado 80209
(303) 282-4800
(303) 282-5800 (fax)
-----------------------------------------------------------------
(Name, address, including zip code, and telephone number of agent for
service of process)

Copies to:
Clifford L. Neuman, Esq.
Neuman & Drennen, LLC
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
(303) 449-1045 (fax)
------------------------------

Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ x ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

Explanatory Note

This Registration Statement contains two forms of prospectuses;
one to be used in connection with the offering of up to 1,500,000 shares of
the Company's Class A common stock, $.001 par value, and one to be used in
connection with the sale of Class A common stock by certain selling
shareholders. Both prospectuses will be identical in all respects except for
the alternate pages for the Selling Shareholders prospectus included herein
and labeled "Alternate Page for Selling Shareholders Prospectus."

<PAGE>
<PAGE>
iGeniSys, Inc.

Cross-Reference Index

Item No. and Heading Location
In Form SB-2 in Prospectus
Registration Statement ----------------
----------------------

1. Forepart of the Registration Forepart of Registration Statement
Statement and Outside Cover and Outside Front Cover Page of
Page of Prospectus Prospectus

2. Inside Front and Outside Back Inside Front and Outside Back Cover
Cover Pages of Prospectus Pages of Prospectus

3. Summary and Risk Factors Prospectus Summary; Risk Factors

4. Use of Proceeds Use of Proceeds; Risk Factors

5. Determination of Offering Price Front Cover Page

6. Dilution Dilution; Risk Factors

7. Selling Securityholders Selling Shareholders and Plan of
Distribution

8. Plan of Distribution Terms of Offering

9. Legal Proceedings Legal Proceedings

10. Directors, Executive Officers, Management
Promoters and Controlling
Persons

11. Security Ownership of Certain Security Ownership of
Beneficial Owners and Management Management and Principal
Stockholders

12. Description of Securities Description of Securities

13. Interest of Named Experts Legal Matters; Experts
and Counsel

14. Disclosure of SEC Position on Management - Indemnification and
Indemnification for Securities Limitation on Liability of Act
Liabilities Directors

15. Organization Within Last Five The Company; Business - Overview
Years

16. Description of Business Prospectus Summary; Risk Factors;
Business

17. Management's Discussion and Management's Discussion and
Analysis or Plan of Operation Analysis of Financial Condition and
Results of Operations; Financial
Statements; Business

18. Description of Property Business

19. Certain Relationships and Certain Transactions
Related Transactions

20. Market for Common Equity and Certain Market Information
Related Stockholder Matters

21. Executive Compensation Management - Executive Compensation

22. Financial Statements Financial Statements

23. Changes in and Disagreements *
with Accountants on Accounting
and Financial Disclosure
__________________________

* Omitted from prospectus because Item is inapplicable or answer is in the
negative

Prospectus

iGeniSys, Inc.
1,500,000 Shares of Class A Common Stock

iGeniSys, Inc. is offering primarily through its officers and directors up to
1,500,000 shares of its Class A common stock which we will refer to throughout
as common stock. The offering will end on _______________________ [insert
date ending 90 days from effectiveness] unless all shares are sold before
then. There is no minimum investment requirement. We have made no
arrangement to place funds received into a trust, escrow or other similar
account.

Before this offering, there has been no public market for our common stock.
Commissions may be paid if brokers sell shares of common stock in the
offering.

<TABLE>
<CAPTION>
Per Share Total
--------- -----

<S> <C> <C>
Public Offering Price $1.00 $1,500,000
Broker's Commissions .10 150,000
----- -----------
Proceeds, before
expenses, to
iGeniSys $ .90 $1,350,000

</TABLE>

At the same time that this offering will begin, an additional 2,955,291 shares
of common stock will be offered for sale by certain selling shareholders.

Investing in our common stock involves a high
degree of risk. You should read the "Risk
Factors" beginning on Page 5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is __________, 2000.

<PAGE>
Prospectus Summary

About Our Company

Please note that throughout this prospectus the words "we", "our" or "us"
refers to iGeniSys, Inc., the parent company, and its wholly-owned subsidiary
GeniSys Information Systems, Inc., and not to any of the selling shareholders.
We will refer to the parent corporation separately as iGeniSys and the
subsidiary as GeniSys.

We are a business-to-business software development, integration and
consulting company specializing in providing business solutions for medium and
large corporations, and government agencies that manage, execute or finance
capital projects. Some of our software products are completed and in
commercial installations. In June 2000, we launched GeniSys Enterprise
Manager, or GEM, which we hope will become our flagship software product. Our
software is designed to allow managers to review, consolidate, filter and
analyze their data on a near real-time basis over the Internet to permit more
effective decision making.

Our principal executive offices are currently located in Houston, Texas
at 654 North Belt East, Suite 310, Houston, Texas 77060. Our telephone number
at that address is (281) 820-0200; our facsimile number is (281) 447-8291.
Our Internet Website address is http://www.genisystems.com. In addition to
our corporate office, we have an office in Denver, Colorado.

<PAGE>
<PAGE>
About The Offering

Securities offered: 1,500,000 shares of common stock

Price to the public: $1.00 per share

Manner of sales: Primarily through our officers and directors.
However, we may use the services of
broker/dealers to help us sell the shares.

Commissions: No commissions will be paid on sales by our
officers and directors; we may pay
broker/dealers who help us sell shares a
commission of 10% on sales made by them.

Term of offering: The offering will begin on the date of this
prospectus and will end 90 days from the date of
this prospectus, unless all 1,500,000 shares of
common stock are sold sooner.

No minimum investment/no No minimum investment is required and, as a
escrow: result, we cannot predict how many shares will
be sold. We have made no arrangement to place
funds received into a trust, escrow or other
similar account.

Subscription agreements: Investors in the offering will be required to
sign a subscription agreement at the time of
their investment and deliver it together with
payment for their shares, to iGeniSys at its
offices in Denver, Colorado. Investors will
receive their certificates within 30 days
following their investment.

Participation by affiliates: Our affiliates may purchase shares in the
offering; however, no affiliate has made any
commitment to participate. We have not placed
any limitation on the number of shares an
affiliate may purchase in the offering.

Selling Shareholder Offering

At the same time that this offering will begin, an additional 2,955,291
shares of common stock will be offered for sale by persons who already own
shares of our common stock.

<PAGE>
<PAGE>
Summary Financial Data

The following financial information summarizes the more complete
historical financial information enclosed in this prospectus. You should read
the information below along with all other financial information and analysis
in this prospectus. Please do not assume that the results below indicate
results we will achieve in the future.

March 31, September 30,
----------- ------------
2000 1999 2000
----- ------- -------

<S> <C> <C> <C>
Total assets $ 1,401,692 $1,644,821 $ 1,533,704

Current assets $ 857,438 $1,107,489 $ 906,400

Current liabilities $ 1,790,803 $1,467,455 $ 2,374,714

Net working capital
deficit $ (933,365) $ (359,966) $ (1,468,314)

Development costs, net $ 345,513 $ 299,819 $ 413,949

Equipment, net $ 134,953 $ 147,359 $ 113,844

Notes payable, related
parties $ 266,709 $ 394,309 $ 1,065,096

Shareholders' equity
(deficit) $ (572,572) $ 154,056 $ (857,762)

</TABLE>

<TABLE>
<CAPTION>
For the Fiscal Years For the Six Months
Ended March 31, Ended September 30,
---------------------- ---------------------
-
2000 1999 2000 1999
----- ----- ----- ------
<S> <C> <C> <C> <C>
Revenues $2,954,576 $3,049,128 $1,689,061 $ 1,542,924

Operating loss $(1,099,879) $(466,934) $ (157,817) (542,046)

Net loss $(1,243,428) $ (549,243) $ (285,190) (594,381)

Weighted average
number of
common shares 10,501,815 6,165,715 10,925,025 10,099,640

Basic and diluted
loss per common
share $ (.12) $ (.09) $ (.03) (.06)

</TABLE>

<PAGE>
<PAGE>
Risk Factors

You should carefully consider the risks and uncertainties described below and
the other information in this prospectus before deciding to invest in shares
of our common stock.

The occurrence of any of the following risks could materially and adversely
affect our business, financial condition and operating result. In this case,
the trading price of our common stock could decline and you might lose all or
part of your investment.

Due to our limited operating history, it is difficult to predict our future
operating results

Due to our limited operating history, it is difficult or impossible to
predict future results of operations. For example, we cannot forecast
operating expenses based all on our historical results because we have only
recently introduced our principal software products and begun to pursue
additional markets.

We have a history of operating losses and expect to continue to incur
operating losses which, in the absence of additional working capital, could
force us to cease operations

We have incurred operating losses since our inception amounting to a net
accumulated deficit of $2,097,937 as of September 30, 2000. Such losses are
attributed to initial costs of starting the business, expenditures made in
developing corporate relationships with Microsoft and Arthur Andersen, LLP,
and expenses incurred developing initial releases of our software. We
continue to incur expenses relating to software development, expansion of our
markets, and personnel training. We anticipate that future losses will occur,
and there can be no assurances that our products will be accepted in the
marketplace nor that we will generate profitable operations.

Due to our history of operating losses, our auditors are uncertain that we
will be able to continue as a going concern

Our consolidated financial statements have been prepared assuming that we
will continue as a going concern. Due to our continuing operating losses and
negative cash flows from our operations, the report of our auditors issued in
conjunction with our consolidated financial statements for the fiscal year
ended March 31, 2000 contained an explanatory paragraph indicating that the
foregoing matters raised substantial doubt about our ability to continue as a
going concern. We cannot provide any assurance that we will be profitable in
the future or that we will be able to achieve our business objectives.

As there is no minimum funding in this offering, and the proceeds of this
offering may not provide us with all the working capital that we need.

There is no minimum funding in this offering and no commitment from any
investor to purchase any of our common stock. As a result, we cannot be
assured that we will receive any proceeds from this offering, let alone
sufficient proceeds to satisfy our immediate or near-term working capital
needs. If we continue to incur operating losses and are unable to obtain
additional working capital, it is unlikely that we will be able to continue in
business.

The terms upon which we may obtain additional capital may be dilutive to
current shareholders or otherwise unfavorable to our interests

We may seek additional funding through public or private financings or
collaborative or other arrangements with third parties. There can be no
assurance that additional funds will be available on acceptable terms, if at
all. If additional funds are raised by issuing equity securities, our
existing stockholders, including those who invest in the offerings described
in this prospectus, may experience substantial dilution. If adequate funds
are not available, we may be required to delay, scale back or eliminate one or
more of our development programs or reduce our operations. We may also be
forced to obtain funds by entering into arrangements with collaborative
partners or others that may require us to relinquish rights to certain of our
products or technologies that we would not otherwise relinquish. Our major
stockholder and director, as well as other directors, officers and affiliates,
have made loans to us to meet our obligations, which at September 30, 2000
totalled $1,065,096. We may need additional funding of this type while this
offering is being completed.

If our new principal software product, GEM, is unsuccessful, we may not be
able to achieve profitable operations

Historically we have been primarily a project management consulting firm,
with limited sales of software. Over 90% of our revenues since inception in
1997 have been derived from consulting with clients on a wide range of project
management issues. However, we believe that to be successful we must
distinguish ourselves with our proprietary management software. Commercially
marketable versions of our principal software product, GEM, have only recently
been completed and installed in two commercial implementations. However, the
software's market acceptance is largely untested and may not be commercially
successful.

If we fail to expand our sales efforts, we will be unable to increase revenues
and will likely continue to incur operating losses

In order to grow our business, we need to increase market awareness and
sales of our products and services. To achieve this goal, we need to increase
both our direct and indirect marketing efforts. We have not had the funds
necessary to do this and may not receive sufficient funds from this offering.
Our failure to do so could harm our ability to increase revenues.

Implementation of our products by large customers may be complex and customers
could become dissatisfied and delay or refuse payment if implementation of our
products proves difficult, costly or time consuming

Our products must integrate with many existing computer systems and
software programs used by our customers. Integrating with many other computer
systems and software programs can be complex, time consuming and expensive and
cause delays in the deployment of our products. If customers become
dissatisfied with our products because implementations prove to be difficult,
costly or time consuming, they could delay or refuse payment.

As a large portion of our revenues are derived from a relatively small number
of customers, a loss of a major customer could cause us to suffer a
significant loss of revenues

In the past, we have derived a significant portion of our revenues from a
relatively small number of customers. We expect this to continue for the
foreseeable future. As a result, if we lose a major customer, our quarterly
and annual results of operations would be adversely impacted. We cannot be
certain that customers that have accounted for significant revenues in the
past periods, individually or as a group, will continue as significant
customers in the future.

The market for our products and services is newly emerging and customers may
not accept our products and services

The market for project management services and software is newly
emerging. We cannot be certain that this market will continue to develop and
grow or that companies will elect to use our products and services rather than
attempt to develop applications internally or through other sources. A large
majority of our target clients, consisting of large corporations and
governmental agencies, have existing internal project management programs.
Companies that have already invested substantial resources in other methods of
project management may be reluctant to adopt a new approach that may replace,
limit or compete with their existing systems or methods. We expect that we
will need to continue intensive marketing and sales efforts to educate
prospective customers about the uses and benefits of our products and
services. Therefore, demand for and market acceptance of our products and
services will be subject to a high level of uncertainty.

Our assets as reflected in our financial statements may be overstated if we
are unable to realize the book value of our software

As of September 30, 2000, we had $413,939 of net capitalized software
costs and this represents 27% of our total assets. We have capitalized
software development costs incurred to date based upon the guidance of
generally accepted accounting principles and our belief that our software has
future value. These accounting principles also require us to evaluate the
carrying costs of our software in relation to the estimated revenues that
these software packages will generate in future periods. If the expected
revenues do not exceed the capitalized software costs, such costs should be
written-down to net recoverable value.

Market acceptance of our products and services may suffer and our business
will be unsuccessful if we are unable to incorporate the rapid technological
changes in our industry into our products

Rapidly changing technology and standards may impede market acceptance of
our products and services. Our current products and services have been
designed based upon currently prevailing technology. If new technologies
emerge that are incompatible with our products, our key products and services
may become obsolete and our existing and potential customers may seek
alternatives to our products and services.

If we are unable to attract and retain employees with expertise in project
management of software development, we may not be able to be competitive or
successful

While the software applications and programs that we have developed are
important to our success, our future success also depends in large part upon
our ability to attract, retain and motivate highly skilled employees,
particularly software development, senior project managers, and other senior
personnel with experience in a wide variety of businesses and industries. In
the past, we have had difficulty finding qualified people to work with clients
during periods of high demand. Qualified senior project managers and
development professionals are in particularly great demand and are likely to
remain a limited resource for the foreseeable future.

Competition in the project management industry could make it difficult to
attract customers, cause us to reduce prices and result in reduced gross
margins or loss of market share

The software development, project and program consulting and strategic
business consulting industries are comprised of a large number of
participants, are subject to rapid changes and are highly competitive. We
compete with, and face potential competition from, a number of companies that
have significantly greater financial, technical and marketing resources and
greater name recognition than we have. We also compete with smaller service
providers whose specific, more narrowly focused service offerings may be more
attractive to potential clients than our multi-dimensional approach. Our
clients primarily consist of government entities and agencies, Fortune 500
companies, and other large corporations. There are an increasing number of
companies in the software development, project consulting markets targeting
this client base. We believe that our ability to compete in these markets
depends in part on a number of factors outside our control, including:

* the ability of our competitors to hire, retain and motivate a
significant number of skilled project managers,

* our competitors' ownership of, or ability to develop, software
applications that are competitive with our products and services,

* the price at which others offer comparable services.

All of these factors could decrease demand for our software and our
services. No assurance can be given that we will be able to maintain our
existing client base, maintain or increase the level of revenue generated by
our existing clients or be able to attract new clients.

Resales of shares by the selling shareholders could be at prices below our
offering price and as a result could make it difficult for us to sell shares
in the offering without lowering our offering price, which would disadvantage
investors who p8urchased prior to the price reduction, reduce the offering
proceeds and increase dilution to investors

We are currently planning to undertake our offering of up to 1,500,000
shares of common stock at the same time that the selling shareholders will be
offering for resale their shares of common stock. The selling shareholder
will be offering a total of 2,955,291 shares, which is greater than the number
of shares we are offering for sale. Although we do not intend to develop a
public trading market for our common stock until our offering is terminated,
the selling shareholders may be offering their shares of stock in privately
negotiated transactions at prices below the price to the public in our
offering. If this occurs, it may adversely affect our ability to sell shares
in our offering. In this event, we will be forced to either lower the
offering price to the public, which must be made by an amendment to our
registration statement, or terminate the offering. In either event, investors
in our offering will be adversely impacted by greater dilution as well as an
increased risk that we will not be able to continue as a going concern.

As there is no public trading market for our common stock and a trading market
may never develop, investors in the offering may not be able to sell their
shares in the future

There currently exists no public trading market for our common stock. We
do not intend to develop a public trading market until our offering is
terminated. There can be no assurance that a public trading market will
develop at that time or be sustained in the future. Without an active public
trading market, you may not be able to liquidate your investment without
considerable delay, if at all. If a market does develop, the price for our
securities may be highly volatile and may bear no relationship to our actual
financial condition or results of operations. Factors we discuss in this
prospectus, including the many risks associated with an investment in us, may
have a significant impact on the market price of our common stock.

<PAGE>
<PAGE>
Forward-looking Statements

In General

This prospectus contains statements that plan for or anticipate the
future. Forward-looking statements include statements about the future of the
software development, computer-based project management, consulting and
strategic business consulting industries, statements about our future business
plans and strategies, and most other statements that are not historical in
nature. In this prospectus, forward-looking statements are generally
identified by the words "anticipate," "plan," "believe," "expect," "estimate,"
and the like. Although we believe that any forward-looking statements we make
in this prospectus are reasonable, because forward-looking statements involve
future risks and uncertainties, there are factors that could cause actual
results to differ materially from those expressed or implied. For example, a
few of the uncertainties that could affect the accuracy of forward-looking
statements, besides the specific factors identified above in the Risk Factors
section of this prospectus, include:

* changes in general economic and business conditions affecting the
software development, computer-based project management consulting
and strategic business consulting industries;

* technical developments that make our products or services obsolete;

* changes in our business strategies;

* the level of demand for our products and services; and

* our ability to develop or maintain strategic relationships within
the software development, computer-based project management
consulting and/or strategic business consulting industries.

In light of the significant uncertainties inherent in the forward-looking
statements made in this prospectus, particularly in view of our early stage of
operations, the inclusion of this information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.

No "Safe Harbor"

The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does not
apply to our offerings.

<PAGE>
<PAGE>
Use of Proceeds

As we are conducting this offering as a direct public offering through
our officers and directors without a minimum investment requirement, we cannot
accurately predict the amount, if any, of net proceeds that we may receive
from the sale of our shares. If the maximum of 1,500,000 shares is sold at
the public offering price of $1.00 per share, we will receive gross proceeds
of $1,500,000. If all of those sales are made through participating selling
agents to whom a 10% commission is paid and assuming our estimated offering
expenses to be $100,000, we would estimate our net proceeds from the maximum
offering to be approximately $1,250,000. Actual proceeds realized by the
Company from the offering could be substantially less than that amount.

As we cannot accurately predict the amount of net proceeds that we will
receive from the offering, the following sets forth our anticipated uses of
the funds in a decreasing order of priority:

* The first $100,000 in proceeds will be used to complete the
development of our software products

* The next $700,000 in proceeds will be used to pay our creditors to
the extent necessary to avoid disruption of our operations

* To the extent proceeds are available, we will use approximately
$100,000 in proceeds to expand our marketing efforts

* To the extent additional offering proceeds are generated, the
remaining funds will be used, subject to the discretion of
management, to:

* Recruit and train additional personnel

* Add regional offices as part of our growth strategy

* General corporate purposes, including working capital, funds
for operation and overhead expenses

There is no minimum funding requirement. All funds received from the
offering will be placed immediately into our general operating account and
used according to the priorities set forth above.

At September 30, 2000 we had approximately $1,111,000 of accounts payable
and accrued expenses due to vendors and other unrelated parties that have
provided us with products and services in the past. In addition, we owe Mrs.
Bell, our principal stockholder, Jennings D. Bell, Jr., J. Daniel Bell's
father, and Mr. Fong, one of our directors, approximately $195,000 in term
loans and we owe an additional $1,065,000 to related parties, including over
$627,000 to Mrs. Bell under our factoring arrangement with her. While we
will try to use the proceeds of the offering, if and to the extent they are
received, to continue the momentum of our software development and marketing
programs, it may be necessary for us to divert some of those funds to the
repayment of our creditors. Related parties to whom we owe money have agreed
to extend the maturity dates of their loans until December, 2000 and July,
2001. However, we may be required to repay some of our unrelated vendors out
of offering proceeds in order to avoid threat of litigation or discontinuation
of their service.

To the extent offering proceeds are used to repay debt, we expect that
virtually all of the debt reduction will be focused on paying trade payables
and other vendor liabilities incurred in the ordinary cause of business. This
debt is all past due and in some cases accruing interest at or above 18% per
annum.

<PAGE>
<PAGE>
Dividend Policy

We have not declared or paid cash dividends on our common stock in the
preceding two fiscal years. We currently intend to retain all future
earnings, if any, to fund the operation of our business, and, therefore, do
not anticipate paying dividends in the foreseeable future. Future cash
dividends, if any, will be determined by our board of directors.

Capitalization

The following table sets forth our capitalization as of September 30,
2000 on an actual basis. This section should be read in conjunction with the
consolidated financial statements and related notes contained elsewhere in
this prospectus.

As of September 30, 2000
------------------------
<S> <C>
Long-term debt $ 16,752
Shareholders' Equity
Preferred Stock, $.01 par value,
50,000,000 shares authorized;
no shares outstanding -0-
Common Stock, $.001 par value;
authorized 100,010,000 shares:
Class A, issued and outstanding
10,915,025 shares (actual) 10,915
Class B, issued and outstanding 10,000
shares 10
Additional paid-in capital 1,229,250
Accumulated deficit (2,097,937)
-----------

Total shareholders' deficit and
capitalization $(841,010)
===========

</TABLE>

The numbers set forth above do not include 2,500,000 shares of common
stock we may issue upon exercise of options which may be granted under our
Equity Incentive Plan. As of August 1, 2000, under the Plan we had issued
1,710,000 options which are subject to outstanding and unexercised options.
Of the 1,710,000 options, 902,000 options are currently not exercisable by the
holder but will vest in the future, subject to the holder's continuing
employment.

<PAGE>
<PAGE>
Dilution

At September 30, 2000, we had a historical net tangible book value of
$(1,362,319) or ($.13) per share based upon 10,925,025 shares of Class A and
Class B Common Stock outstanding. Net tangible book value per share is
determined by dividing the number of outstanding shares of common stock into
our net book value, meaning total assets less total liabilities, and then
subtracting capitalized offering costs and intangible software developments
costs. If we sell all 1,500,000 shares of common stock that we are offering,
of which there is no assurance, after deducting $150,000 of estimated
commissions assuming all sales are made through participating selling agents
and $100,000 of estimated offering expenses, the adjusted net tangible book
value as of September 30, 2000 would have been $(112,319) or $(.01) per share
of common stock. This represents an immediate increase in net tangible book
value of $.12 per share to current stockholders and an immediate dilution of
$1.01 per share, or 101%, to you as an investor in our offering. To the
extent fewer shares are sold in the offering, the dilution to investors will
be greater. The following table illustrates the per share dilution, assuming
all 1,500,000 shares are sold in our offering:
<TABLE>
<CAPTION>

<S> <C> <C>
Public offering price per share of
common stock $1.00
Net book value per share of common
stock before offering ($.13)
Increase per share of common stock
attributable to new investors .12
Adjusted net book value per share of
common stock after offering (.01)
Dilution of net book value per share
of common stock to new investors $1.01
======
Dilution per share of common stock as
a percentage of offering price 101%
===

</TABLE>

These figures do not include 2,500,000 shares of common stock we may issue
upon exercise of options which may be granted under our Equity Incentive Plan.
As of November 1, 2000, under this Plan, we had issued 1,710,000 having a
weighted average exercise price of $.47 per share, with 902,000 subject to
future vesting.

The following table sets forth, as of the date of this offering, the number
of shares of common stock purchased, the percentage of total consideration
paid, and the average price per share paid by our existing stockholders and
investors purchasing shares of common stock in this offering, before deducting
estimated offering expenses we are responsible for paying.

Average
Shares Purchased Total Consideration Price
---------------- ------------------- Per Share
---------
Number Percent Amount Percent
<S> <C> <C> <C> <C> <C>
Existing Stock-
holders 10,925,025 87.9% $1,220,175 44.9% $ .11
New Investors 1,500,000 12.1% 1,500,000 55.1% $ 1.00
---------- ------- ---------- ----- ------

Total 12,425,025 100.0% $2,720,175 100.0% $ .22
========== ======= ========== ====== =======
</TABLE>

<PAGE>
<PAGE>
Certain Market Information and Market Risks

No Public Trading Market for our stock

There currently exists no public trading market for our common stock. We
do not intend to develop a public trading market until our offering has
terminated. There can be no assurance that a public trading market will
develop at that time or be sustained in the future. Without an active public
trading market, you may not be able to liquidate your investment without
considerable delay, if at all. If a market does develop, the price for our
securities may be highly volatile and may bear no relationship to our actual
financial condition or results of operations. Factors we discuss in this
prospectus, including the many risks associated with an investment in us, may
have a significant impact on the market price of our common stock. Also,
because of the relatively low price of our common stock, many brokerage firms
may not effect transactions in the common stock.

Our stock will not be listed on Nasdaq

It is likely that our common stock will not be listed in Nasdaq and will
therefore be subject to rules adopted by the Commission regulating broker
dealer practices in connection with transactions in "penny stocks." Those
disclosure rules applicable to "penny stocks" require a broker dealer, prior
to a transaction in a "penny stock" not otherwise exempt from the rules, to
deliver a standardized list disclosure document prepared by the Commission.
That disclosure document advises an investor that investment in "penny stocks"
can be very risky and that the investor's salesperson or broker is not an
impartial advisor but rather paid to sell the shares. The disclosure contains
further warnings for the investor to exercise caution in connection with an
investment in "penny stocks," to independently investigate the security, as
well as the salesperson with whom the investor is working and to understand
the risky nature of an investment in this security. The broker dealer must
also provide the customer with certain other information and must make a
special written determination that the "penny stock" is a suitable investment
for the purchaser and receive the purchaser's written agreement to the
transaction. Further, the rules require that, following the proposed
transaction, the broker provide the customer with monthly account statements
containing market information about the prices of the securities.

These disclosure requirements may have the effect of reducing the level
of trading activity in the secondary market for our common stock. Many
brokers may be unwilling to engage in transactions in our common stock because
of the added disclosure requirements, thereby making it more difficult for
stockholders to dispose of their shares.

Additional Market Risks:

Future issuances of our stock could dilute current shareholders and adversely
affect the market price of our common stock, if a public trading market
develops

We have the authority to issue up to 100,010,000 shares of common stock,
50,000,000 shares of preferred stock, and to issue options and warrants to
purchase shares of our common stock without stockholder approval. These
future issuances could be at values substantially below the price paid for our
common stock by our current shareholders. In addition, we could issue large
blocks of our common stock to fend off unwanted tender offers or hostile
takeovers without further stockholder approval.

The issuance of preferred stock by our Board of Directors could adversely
affect the rights of the holders of our common stock. An issuance of
preferred stock could result in a class of outstanding securities that would
have preferences with respect to voting rights and dividends and in
liquidation over the common stock and could, upon conversion or otherwise,
have all of the rights of our common stock. Our Board of Directors' authority
to issue preferred stock could discourage potential takeover attempts or could
delay or prevent a change in control through merger, tender offer, proxy
contest or otherwise by making these attempts more difficult or costly to
achieve.

Future sales of our common stock into the market may also depress the
market price of our common stock if one develops in the future. Sales of
these shares of our common stock or the market's perception that these sales
could occur may cause the market price of our common stock to fall. These
sales also might make it more difficult for us to sell equity or equity
related securities in the future at a time and price that we deem appropriate
or to use equity as consideration for future acquisitions.

No broker or dealer has committed to create or maintain a market in our stock

We have no agreement with any broker or dealer to act as a marketmaker
for our securities and there is no assurance that we will be successful in
obtaining any marketmakers. Thus, no broker or dealer will have an incentive
to make a market for our stock. The lack of a marketmaker for our securities
could adversely influence the market for and price of our securities, as well
as your ability to dispose of, or to obtain accurate information about, and/or
quotations as to the price of, our securities.

Over-the-counter stocks are very risky

The over-the-counter markets for securities such as our common stock
historically have experienced extreme price and volume fluctuations during
certain periods. These broad market fluctuations and other factors, such as
new product developments and trends in our industry and the investment markets
generally, as well as economic conditions and quarterly variations in our
results of operations, may adversely affect the market price of the common
stock.

We have not applied to have our shares listed on Nasdaq, and do not plan
to do so in the foreseeable future. As a result, trading, if any, in our
securities will be conducted in the over-the-counter market on an electronic
bulletin board established for securities that do not meet Nasdaq listing
requirements, or in what are commonly referred to as the "pink sheets." As a
result, you will find it substantially more difficult to dispose of our
securities. You will also find it difficult to obtain accurate information
about, and/or quotations as to the price of, our common stock. Finally,
depending upon several factors, including the future market price of our
common stock, our securities are and may remain subject to the "penny stock"
rules. These "penny stock" rules place stringent requirements on brokers and
investors who want to buy or sell our shares and generally have a negative and
depressive effect on the trading price of public shares subject to the rules.

Our stock price may be volatile and as a result you could lose all or part of
your investment.

The market price of the common stock may decline below the initial public
offering price, and this decline may be significant. The value of your
investment could decline due to the impact of any of the following factors
upon the market price of our common stock:

* failure to meet our sales goals or operating budget

* decline in demand for our common stock

* revenues and operating results failing to meet the expectations of
securities analysts or investors in any quarter

* downward revisions in securities analysts' estimates or changes in
general market conditions

* technological innovations by competitors or in competing
technologies

* investor perception of our industry or our prospects

* general economic trends

In addition, stock markets have experienced extreme price and volume
fluctuations and the market prices of securities have been highly volatile.
These fluctuations are often unrelated to operating performance and may
adversely affect the market price of our common stock. As a result, investors
may be unable to resell their shares at or above the offering price.

Selected Financial Data

Set forth below is our selected financial data as of and for our fiscal
years ended March 31, 2000 and 1999 and as of and for the three month periods
ended September 30, 2000 and 1999. This financial information is derived from
our consolidated financial statements and related notes included elsewhere in
this prospectus and is qualified by reference to these consolidated financial
statements and the related notes thereto.

<TABLE>
<CAPTION>
March 31, September 30,
----------- ------------
2000 1999 2000
----- ------- -------

<S> <C> <C> <C>
Total assets $ 1,401,692 $1,644,821 $ 1,533,704

Current assets $ 857,438 $1,107,489 $ 906,400

Current liabilities $ 1,790,803 $1,467,455 $ 2,374,714

Net working capital
deficit $ (933,365) $ (359,966) $ (1,468,314)

Development costs, net $ 345,513 $ 299,819 $ 413,949

Equipment, net $ 134,953 $ 147,359 $ 113,844

Notes payable, related
parties $ 266,709 $ 394,309 $ 1,065,096

Shareholders' equity
(deficit) $ (572,572) $ 154,056 $ (857,762)

</TABLE>

<TABLE>
<CAPTION>
For the Fiscal Years For the Six Months
Ended March 31, Ended September 30,
---------------------- --------------------
2000 1999 2000 1999
----- ----- ----- ------
<S> <C> <C> <C> <C>
Revenues $2,954,576 $3,049,128 $ 1,689,061 $ 1,542,924

Operating loss $(1,099,879) $ (466,934) $ (157,817) (542,046)

Net loss $(1,243,428) $ (549,243) $ (285,190) (594,381)

Weighted average
number of
common
shares 10,501,815 6,165,715 10,925,025 10,099,640

Basic and diluted
loss per common
share $ (.12) $ (.09) $ (.03) (.06)

</TABLE>

Management's Discussion and Analysis of Financial Condition
and Results of Operations

The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
prospectus.

Overview

We operate with iGeniSys, Inc. as the holding company of our subsidiary,
GeniSys Information Systems, Inc. Our operations to date have been conducted
through our subsidiary.

Our subsidiary, GeniSys, is a Colorado corporation formed on May 1, 1997.
Our primary business is consulting in the project management arena and the
development of project and enterprise management software. We also perform
services relating to assisting our customers in implementing our software and
improving overall project management and control.

Historically we have been primarily a project management-consulting firm
with limited sales of software. Over 90% of our revenues since inception in
1997 have been derived from consulting with clients on a wide range of project
management issues. For the fiscal year ended March 31, 2000, 93.5% of our
revenues were attributable to consulting fees, and 6.5% attributable to
software sales. For the fiscal year ended March 31, 1999, 90.2% of our
revenues were attributable to consulting fees, and 9.8% attributable to
software sales. However, separating our revenues between consulting
services and software sales is not indicative of the success of our financial
performance, since each of our clients is provided a total project management
solution which consists of a combination of software, training and consulting
services.

Results of operations - six months ended September 30, 2000 compared to six
months ended September 30, 1999

Revenues

Revenues for the six months ended September 30, 2000 were $1,689,000, an
increase of $146,000, or 10 % from the six months ended September 30, 1999 of
$1,542,000. The increase in revenues reflects strong consulting revenues to
the Company's largest customer.

Operating Expenses

Contract Costs. Contract costs for the six months ended September 30,
2000 were $730,000, or 43% of revenues, which represents a decrease of 198,000
or 21% from six months ended September 30, 1999 of $928,000, or 60% of
revenues. This decrease is primarily attributed to higher current year
billing rates.

Research and Development. We had no research and development expenses
for the six months ended September 30, 2000 since all of our software products
have achieved technological feasibility. Capitalized research and development
costs for the six months ended September 30, 1999 were $122,000. We expect
software development expenses to increase in the future as we incur expenses
to develop new products and upgrades to existing products.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the six months ended September 30, 2000 were
$1,032,000, a $ 146,000, or 16% increase over the six months ended September
30, 1999 of $886,000. The increase was attributed to higher staff payroll and
higher professional fees.

Depreciation and Amortization. Depreciation and amortization was $85,000
for the six months ended September 30, 2000, a $10,000, or 13% increase over
the six months ended September 30, 1999 of $75,000. The increase reflects
amortization of the GEM software, which was not at technological feasibility
until December 1999.

Operating Loss

The Company's operating loss of $158,000 for the six months ended
September 30, 2000, was a decrease of $384,000 from the six months ended
September 30, 1999 of $542,000. The improvement is attributed to higher
revenues, lower contract costs, and no research and development costs in the
current year.

Interest Expense

Interest expense for the six months ended September 30, 2000 was $127,000
an increase of $75,000, or 144% from the six months ended September 30, 1999
of $52,000. The increase includes interest expense incurred on the
outstanding line of credit balance and new debt incurred to fund operations.

Net Loss

The Company's net loss of $285,000 for the six months ended September 30,
2000 is a decrease of $309,000, or 52% from the six months ended September 30,
1999 of $594,000. Attributing to this improvement were the revenue increase,
lower contract costs, and the no research and development costs.

Results of operations - year ended March 31, 2000 compared to year ended March
31, 1999

Revenues

Revenues for fiscal year 2000 were $2,955,000, a $94,000, or 3%, decrease
from revenues of $3,049,000 for fiscal 1999. We believe that our revenues
were adversely impacted in the last six months of fiscal 2000 by concerns over
Y2K system failures. Revenues generated from work performed for Arthur
Andersen represented $1,200,000 in fiscal 2000 and $915,000 in fiscal 1999,
40% and 30% of revenues in each fiscal year, respectively. We expect our
relationship with Arthur Andersen will continue to be a significant source of
our future revenues. Two other customers accounted for $700,000 in revenue,
or 24%, during fiscal 2000. We are attempting to diversify our customer base
to reduce our dependency on a few significant relationships.

Operating Expenses

Contract Costs. Contract costs increased from $1,479,000, or 49% of
revenues, in fiscal 1999 to $1,749,000, or 59% of revenues during fiscal 2000,
resulting in an erosion in our revenues from 51% in fiscal 1999 to 41% in
fiscal 2000. This increase reflects increases in labor costs.

Research and Development. Research and development expenses remained
essentially unchanged, from $454,000 for fiscal 1999 to $447,000 for fiscal
2000.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $1,526,000 during fiscal 1999 to
$1,753,000 during fiscal 2000, an increase of $227,000, or 15%. This increase
was due to our opening additional regional offices, increased hiring and
attending overhead expenses.

Depreciation and Amortization. Depreciation and amortization for fiscal
2000 was $106,000, an increase of $48,000, or 83%, from depreciation and
amortization of $58,000 during fiscal 1999. Again, this increase was due to
an increase in capitalized development costs of our software between the
respective periods.

Operating Loss

Operating loss for fiscal 2000 was $1,100,000, compared to an operating
loss of $467,000 for fiscal 1999, an increase of $633,000, or 135%. This
increase in operating loss resulted from an increase in operating expenses of
approximately $500,000 and a decline in revenue of approximately $100,000.

Interest Expense

Interest expense increased from $82,000 during fiscal 1999 to $144,000
for fiscal 2000, an increase of $62,000, or 76%. This increase was due to the
substantial increase in our borrowings.

Net Loss

As a result of the decline in revenues, and increases in operating loss
and interest expense, our net loss for fiscal 2000 was $1,243,000, compared to
a net loss of $549,000 for fiscal 1999, an increase in net loss of $694,000,
or 126%. Our net loss resulted from our efforts to expand through increasing
general and administrative expense, product marketing, research and
development costs and general overhead expenses. It also reflects costs of
performing work under our contracts as we made investments in certain projects
to be certain that our software functioned properly during its initial rollout
phase. In addition, we made the strategic decision to retain a core group of
professionals during slow sales periods, and this decision increased our
overhead costs as unassigned personnel costs increased over the prior fiscal
year.

Liquidity and capital resources

We have financed our operations to date primarily through the private
sale of equity securities and borrowings from our majority shareholder and
other related parties. During the six months ended September 30, 2000 no
common stock shares were sold, however we did obtain a short-term interim loan
for $200,000. During the year ended March 31, 2000 we sold $960,004 shares of
our common stock for $471,800. In addition, as of September 30, 2000, we
have borrowed over $1,065,000 from our major shareholder and other related
parties.

Since we began operations, we have experienced a shortage of working
capital. Our consolidated financial statements have been prepared assuming
that we will continue as a going concern. Due to our continuing operating
losses and negative cash flows from our operations, the report of our auditors
issued in conjunction with our consolidated financial statements for the
fiscal year ended March 31, 2000 contained an explanatory paragraph indicating
that the foregoing matters raised substantial doubt about our ability to
continue as a going concern. We cannot provide any assurance that we will be
profitable in the future or that we will be able to achieve our business
objectives. We need additional working capital in order to support our growth
and short-term strategy. We do not believe that the working capital available
to us through commercial lenders and related parties will be sufficient to
support all of our current and future capital needs. Sources of working
capital that we will rely upon are:

* The present offering of common stock. Since we are conducting the
offering ourselves, we are uncertain that this offering will be
successful.

* The continuing support of our major shareholder and related parties.
While we believe that our major shareholder and other related
parties will continue their support, there are limits to their
ability to provide additional capital.

* Increased operating revenues. Our flagship software product, GEM,
was commercially released in June 2000. We are heavily reliant upon
the commercial success of GEM to increase our operating revenues.
While initial marketing efforts have been encouraging, we cannot be
sure that GEM will be a commercial success. A significant GEM
software sale has not occurred since GEM became commercially viable.

If our strategy to improve working capital through the foregoing plan is
unsuccessful, we will have no choice but to curtail operations, which would
result in an impairment in our software development and marketing efforts.

Current Liabilities

At September 30, 2000, our current liabilities were approximately
$2,375,000. Of that amount, $1,065,000 consisted of notes payable to related
parties, of which approximately $628,000 consisted of our line of credit,
which will be repaid out of accounts receivable. We expect the remaining
$437,000 will be extended by the holders of those notes due to their
affiliation with the Company. An additional $96,000 represents an accrual of
a management fee payable under consulting agreement with our major
shareholder. We also expect this liability to be extended if necessary. The
remaining approximate $1,214,000 represents accounts payable and accrued
expenses due to vendors and unrelated parties. Our plan to address these
liabilities includes:

* To the extent available, proceeds from the offering will be used to
reduce those obligations most critical to our continuing operations.

* Operating revenues should become available to repay some of this
debt, since with the commercial release of our GEM software,
research and development expenses should decline and software and
consulting revenues are expected to increase from sales of GEM
implementations.

Given that 40 % of our current liabilities are payable to related parties, we
do not believe that it is necessary to retire all of our current debt in order
to be viable. However, we do rely upon some offering proceeds to reduce
trade payables as well as an increase in revenues and a reduction in research
and development expense to improve cash flow, of which there can be no
assurance.

Working Capital

At September 30, 2000, we had a working capital deficit of $1,469,000,
compared to a working capital deficit of $933,000 and $360,000 at fiscal years
ended March 31, 2000 and 1999. This increase in working capital deficit is
due to cash required to fund our continuing operating losses, which have
resulted in a shareholders' deficiency at September 30, 2000 of $858,000.

Notes Payable - Related Parties

At September 30, 2000, we had notes payable to related parties, including
our major shareholder, of $437,000, all of which were current obligations.
The foregoing does not include approximately $628,000 that we owe to our major
shareholder under a factoring revolving line of credit, which she provides and
is secured by our accounts receivable. Promissory notes totaling
approximately $437,000 and accruing interest at the rates between 10% and 15%
are due between November 2000 and July 2001. Our computer software products
have been pledged to secure the note held by our major shareholder and the
note held by one of our directors.

Revolving Line of Credit

During fiscal 1999, we had commercial revolving line of credit with
Strategic Finance, Inc. under which we had a factoring line of credit with a
maximum borrowing limit of $2,000,000. This commercial credit was secured by
our accounts receivable and personally guaranteed by Mr. And Mrs. Bell. At
March 31, 2000, the outstanding balance due to Strategic Finance, Inc. was
approximately $540,000. In April 2000, Strategic Finance, Inc. terminated
the line of credit. The outstanding balance was repaid by through collection
of our accounts receivable by Strategic Finance, Inc. In May 2000, to replace
the Strategic Finance, Inc., relationship, Mrs. Bell extended to us a
revolving line of credit with a maximum borrowing limit of $750,000. This
line of credit is backed by a parallel line of credit that the Company and
Mrs. Bell have with Guaranty Bank and Trust Company. Under this arrangement,
Mrs. Bell provides us advances against our accounts receivable, which advances
are funded by draws from Guaranty Bank. Mrs. Bell is paid a 2% fee on each
advance and the outstanding credit balance under the revolving line accrues
interest at the rate of prime plus 2%. At November 17, 2000 the outstanding
balance on this revolving line of credit was approximately $609,000 (excluding
cash reserves of $102,000), leaving approximately $141,000 available for
additional advances.

Cash Flows

Net cash used by operating activities was $84,000 for the six months
ended September 30, 2000, compared to net cash used by operating activities of
45,000 for the six months ended September 30, 1999. Net cash used by
operating activities for the fiscal years ended March 31, 2000 and 1999 were
$546,264 and $542,464, respectively. We expect operating activities to be a
net cash user for at least the next two fiscal quarters and continue to be a
net cash user unless operating results improve. Investing activities also
resulted in a net cash use, reflecting the investment in certain software
development costs. As a result, virtually all of our cash flow was derived
from financing activities for the six months ended September 30, 2000, and
fiscal years ended March 31, 2000 and 1999. During the six months ended
September 30, 2000, we obtained a $200,000 long-term note.

Our working capital deficit represents the most substantial impediment to
our continuing operations. We are heavily dependent upon the success of this
offering and the future commercial success of our GEM software product to
alleviate our lack of liquidity, however we cannot be sure that we will be
successful in these efforts. We have not had a successful GEM software sale
since its commercial release in June 2000.

Capitalized Software Costs

Our software development costs consist primarily of enhancements and
software production costs related to products for which technological and
market feasibility has been established. We consider technological
feasibility to be achieved when we have completed all planning, designing,
coding and testing activities that are necessary to establish a working model
of the product. Capitalization ceases when the product has been completed and
the product is ready for release to our customers. Prior to achieving
technological feasibility, research and development costs are expensed.
During the three and six months ended September 30, 1999, we incurred
approximately $72,000 and $197,000, respectively, for research and
development expenses related to software development. We did not incur any
research and development expenses during the three and six months ended
September 30, 2000. Our capitalized software costs and cumulative expenses
incurred through September 30, 2000 for each of our products were
approximately as follows:

<TABLE>
<CAPTION>
Cumulative
Date Since inception
Technological Research and
Feasibility Capitalized Development
Products Achieved Costs Expenses
--------------------- ------------- --------------------------
<S> <C> <C> <C>
GeniSys Enterprise
Management TM December 1999 $ 232,000 $ 746,000
Gatekeeper TM March 1998 242,000 251,000
Visual Project Manager TM December 1999 51,000 126,000
---------- ------------
$ 525,000 $ 1,123,000
=========== ============
Accumulated Amortization 111,000
Net book value at
September 30, 2000 $ 414,000
============
</TABLE>

We expect to realize the net capitalized value through the future sales of our
software products.

Recent Accounting Pronouncements:

SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities was issued in June 1998. This statement, as amended, is effective
for fiscal years beginning after June 15, 2000. Currently, the Company does
not have any derivative financial instruments and does not participate in
hedging activities, therefore management believes SFAS No. 133 will not impact
the Company's financial position or results of operations.

In December 1999, the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin ("SAB") No. 101 Revenue Recognition in
Financial Statements. SAB No. 101, as amended by SAB No.101A and SAB No.
101B, is effective no later than the fourth fiscal quarter of fiscal years
beginning after December 31, 1999. SAB No. 101 provides the staff's views in
applying generally accepted accounting principles to selected revenue
recognition issues. Currently, the Company believes it complies with the
accounting and disclosure described in SAB No. 101, therefore, management
believes that SAB No. 101 will not impact the Company's financial statements.

<PAGE>
<PAGE>
Business

Overview

Large commercial and governmental entities have projects of all sizes and
descriptions, and we offer solutions to improve the management and control of
those projects. Whether it is the development of a new aircraft, the
construction of a major office building, a time-sensitive overhaul to a
petrochemical plant, or a major software development project, managers at all
levels need to monitor the progress of these projects, control their
respective costs, and be alerted when problems arise.

Our services span a wide range of software development, project
management and consulting services. Our software development services have
been provided across a range of industries and have included everything from
the integration of commercial off-the-shelf software into existing platforms,
to the development of new, highly specialized software applications to better
meet our clients' needs. Our consulting services include completing detailed
needs assessments and independent risk assessments, construction oversite and
project management staffing and services.

We have performed project and program management work for a diverse
sampling of government entities and companies, including: the United States
Department of Defense, United States Navy, United States Army, United States
Air Force, Kinko's, Lockheed Martin Corporation, AT&T Global Information
Systems, Motorola Satellite and Communications, Boeing Corporation, Hughes
Aircraft, Wal-Mart, Mobil Corporation and the City of San Antonio.

History

An independent group of investors formed Zion Enterprises, Inc. in
February 1996 as a Colorado corporation. Zion was formed for the sole purpose
of establishing a widely held company that would subsequently seek a merger
with another entity that desired to merge into a public entity. Zion had no
operations or business activity and had never been subject to the reporting
requirements of the Securities Exchange Act of 1934. In March 1999, Zion
acquired all of the outstanding shares of the common stock of GeniSys in
exchange for 75% of the total issued and outstanding shares of Zion. Zion
became the parent company of GeniSys through this transaction. As a result of
the transaction, the former officers and directors of GeniSys assumed control
of Zion and changed the name to iGeniSys, Inc. The principals of GeniSys were
aware that persons associated with Zion either controlled or had access to
people who controlled shell corporations seeking a reverse merger transaction.
The principals of GeniSys believed that such a transaction would help them
become a public company and, as a result, improve their access to additional
capital. The terms of the transaction were negotiated at arm's length between
Mr. Bell, as CEO of GeniSys Information Systems, Inc., and principals of Zion
Enterprises, Inc. No fairness opinion was obtained for the transaction. As a
result of the transaction, the former shareholders, officers and directors of
GeniSys Information Systems, Inc. assumed control of us and changed our name
to iGeniSys, Inc. GeniSys Information Systems, Inc. was formed in March 1997
to pursue the development of software and ancillary services relating to
business systems generally and project management and cost and risk analysis
in particular. On the date of the transaction, its assets consisted of
strategic client relationships and software under development.

Business strategy

Our current mission focuses on creating new software tools utilizing the
"World Wide Web" and integrating with three dimensional, or 3D, technologies.
Our business strategy is to anticipate market needs and apply leading-edge
information technologies in combination with project management consulting to
deliver business solutions.

The software that we have developed and continue to develop, when
combined with our consulting services, are designed to facilitate the
integration and management of project information interrelating estimates,
schedules, budgets, and project risk management. Our services and software
are designed to simplify data collection, integration and analysis, thus
allowing real-time comparison of actual performance data versus planned
schedules and budgets. Further, our software tools are expected to work in
conjunction with major project management software systems and are designed to
integrate with customers existing accounting systems to provide timely
management and cost information. We also provide software customization,
training, implementation, and project management personnel, and plan to offer
on-line training in the future.

Business activities

We offer services in three major business activities:

* Project management software design, development, integration and
implementation;
* Business process improvement consulting; and
* Providing specialized technical services to the process industry.

Business project management software design, development, integration and
implementation

Our products are designed to work with major commercially available
project management software tools, to deliver to our customers the information
necessary to execute their tactical and strategic missions using the internet
as a medium for reporting. We believe that the most effective management
occurs through having current knowledge of the status of projects, for
instance, current schedule or budget status, as opposed to guessing what is
happening and then determining what went wrong after the fact. Our software
enables customers to utilize data currently in their project management
systems in a new consolidated view over the internet enabling them to make
informed and prompt decisions relative to their projects.

Jeff Spencer, our Senior Vice President, has provided recommendations to
Microsoft Corporation in the development of its project management software.
Participation at this level has been at Microsoft's invitation. We have
consulted with the design teams of several major project management software
packages, including Microsoft Project 98(-Registered Mark-), Primavera P3(-
Registered Mark-) and Open Plan.

We are currently working or have worked with major corporations, a number
of whom are in the Fortune 500, providing project management software
solutions, and services related to improving the efficiency and communications
of their existing project management applications. In many cases, we have
been engaged to enhance, integrate, and develop new software applications to
better serve our customers' requirements. Our work with customer's project
management systems gives our consultants insight into the voids in these
systems, and we use this knowledge to assist us in developing and implementing
new software tools to fill these gaps.

Business process improvement consulting

Working directly with clients and completing detailed project management
needs assessments, our consulting teams are able to provide a wide range of
value added business process services. These include assisting clients in
understanding where their own management systems are not meeting user needs.
Additionally, these engagements often require on-site assistance, including
on-site management, and regulatory compliance assistance. To this end, we
have a history of assisting our clients in bringing their management systems
into compliance with the most stringent governmental or industry reporting
requirements. In the future, we also plan to offer our clients training
courses on the Internet.

Providing specialized technical services to the process industry

We also provide construction management and project management services
and staffing to a variety of industries. We perform these services primarily
to expand our contacts in the project management arena, and maintain our
familiarity with the issues faced by project management in the field and at
headquarters. Among the project management services provided are construction
management, project engineering, planning and scheduling for new construction
projects, turnarounds and project management. In 1999, we completed a major
project management assignment for Coastal Aruba, N.V. on their $140 million
expansion project. This project involved establishing the management team,
setting up a system for tracking performance, and providing the executive
project manager.

Software products

Nearly all of our software products have been designed and are being
developed through the recognition of a broader need uncovered while completing
field assignments. Our design and development teams concentrate their efforts
on providing easy to use, flexible, solutions that provide key business
information on a timely basis over the internet. All of our products are
integrated with Microsoft(-Registered Mark-) products. The following is a
brief description of our current software products, some of which are still in
development:

* GeniSys Enterprise Manager(-TM-) - GEM(-TM-): GEM is a project
management tracking, updating and reporting tool enabling an
organization to manage and monitor large projects across an
enterprise using the Internet. This software in concert with
Microsoft Project enables mission critical scheduling and planning
information to be available to all levels of management through the
Internet. It can be customized with additional integration
programming to interface with legacy systems such as SAP, Oracle,
J.D. Edwards and others. GEM was first commercially launched in
June 2000 and we hope that it will become our flagship software
product. A GEM system has been installed and is operating in two
commercial implementations, one for Charter Communications, Inc. and
the other the City of San Antonio. In addition, we are conducting
phase one needs assessments for GEM installations at American
Airlines, Compaq Computer, Houston Cellular, SBC, Inc., formerly
Southwestern Bell, and Texas Instruments. These phase one
assessments are being fully charged to the client and it is our
belief that each has a high probability of resulting in a full-scale
commercial implementation. The second generation of the product was
installed at our largest customer in October 2000. A third
generation of the product is currently being developed with an
anticipated release of calendar first quarter 2001.

* Visual Project Manager(-TM-) - VPM(-TM-): iGeniSys is developing
VPM(-TM-) using existing software from Vuent, Inc. to create
internet based system that integrate 3-dimensional drawings with key
business information. VPM(-TM-) will make it possible for a client
to tie key business information to a 3-D plan view of a facility or
facilities, color coding them based on the client's criteria for
schedule and budget performance and providing this information over
the Internet directly to the user's computer. This system will
provide a collaborative environment over the Internet leveraging web
strategies to maximize the effectiveness of the client's staff and
the technology they use. A prototype of this software was completed
in December 1998. There have been no sales of this product to date
due to our emphasis on our GEM product. We estimate that between
$25,000 and $50,000 in development costs will be required to
complete the product.

* Gatekeeper(-TM-): Integrates earned value cost data from MPM, or
Microframe Project Manager, with Microsoft Project 98 scheduling
data providing essential information to management on earned value.
The concept of Earned Value Management Systems, or EVMS, was
developed in recent years to assist governmental agencies in
tracking contractor progress on large projects. Gatekeeper is
applicable to every company executing project work for governmental
agencies that uses the Microframe cost tracking system. This
product was completed in 1998 and has been actively marketed. We
are presently installing or have installed this product for company-
wide use at Boeing, Allied Signal, Northrop Grumman and others.
With over fifty installed locations, revenues from Gatekeeper sales
represented more than 65% of all software sales during fiscal year
ended March 31, 1999, and over 74% of software sales for the year
ended March 31, 2000.

* GEM Web Builder(-TM-): We designed GEM Web Builder in the fall of
1999 for customers to use with Microsoft Project to share vital
project management information on the Internet. Whether interfacing
within large organizations and/or remote locations, Web Builder
collects and displays project management information for each level
of management over the Internet or Intranet. GEM Web Builder
enables a user to complete a web site in minutes and guide the user
through the process. Web Builder includes user-definable business
rules that are color-coded to project tracking information in order
to identify problem areas. GEM Web Builder also allows a user to
obtain detailed project information through the web site. We have
installed GEM Web Builder with approximately five clients.

Corporate relationships

We have developed several business relationships that are significant
contributors to the development of our business, both directly, via business
referrals, joint projects and, indirectly, through the value of association.
While we do not have any long-term agreements with any of these associates, we
believe that our relationships are an important asset whose continuation
depends upon our continued performance.

Microsoft Corporation

We are and have been since inception an authorized Microsoft Solution
Provider. Solution Providers are for one year terms based on
qualifications. In addition, we are active with the Microsoft Project
team in supporting design strategy for future releases, and assist in the
rollout of new versions of their project management products. Our
participation provides us with insight into their project management
development strategy. Combining our software tools with Microsoft Project
and this knowledge of future development helps us to develop and
implement complete project management solutions for our customers. In
conjunction with Microsoft, we conduct seminars and training sessions on
Microsoft Project and Project Management throughout the United States to
their customers and clients. Based on this key relationship, Microsoft
has begun to refer to us customers with challenging project management
issues. While we consider the relationship with Microsoft to be material
both in terms of our exposure as well as an important source of
referrals, the Microsoft relationship does not itself generate material
fees or revenues. Nevertheless, we attribute our important relationships
with the City of San Antonio, Charter Communications and Kinko's to our
association with Microsoft.

Arthur Andersen, LLP

We have a marketing alliance with Arthur Andersen and several
subcontracts with their clients for software and services. Under this
marketing arrangement and resulting subcontracts, Arthur Andersen has
made numerous client referrals to us including Air Products, Inc., Enron
Energy Service, Inc., Kaiser-Hill, Rocky Flats, the U.S. Army Chemical
Weapons Demilitarization Program and the U.S. Healthcare Finance
Administration. These projects are very confidential as they relate to
large projects or mergers and acquisitions. In addition to these
services for clients of Arthur Andersen, we also provide internal project
management software, training and consulting to Arthur Andersen in
several of their regional and international offices. While our
relationship with Arthur Andersen is considered very valuable, it can be
terminated at any time if they determine that the quality of our
performance is unsatisfactory.

Business Engine, f/k/a Micro-Frame

We have a non-exclusive marketing agreement with Business Engine for
Gatekeeper(-TM-), one of our proprietary software tools, that allows them
to sell our software to their customers. Business Engine developed an
earned value cost analysis system, known as Micro-Frame Project Manager,
or MPM, that works with government contracting in completing required
reports. Our developers have integrated Gatekeeper with MPM. We also
have a direct marketing effort that has been successful in selling the
Gatekeeper software to some of the larger government contractors.
Gatekeeper is currently installed at Boeing, Northrop Grumman, ITT, and
other contractors.

Clients and Customers

It is the nature of being a solutions provider that some relationships
with clients are for a finite term and end following the initial
installation and training, while other relationships have ongoing,
continuing and long-term potential. For example:

* U.S. Army Chemical Weapons Demilitarization Program. This
originally began in 1997. Since then, four contracts have been
awarded on this program, and we anticipate continued renewal of this
relationship in the future.

* U.S. Healthcare Finance Administration. This relationship began in
1998 and continues to demand the on-site assistance of our staff
consultants.

* City of San Antonio. Beginning in January of 1999, as a result of a
call from the City, the relationship has now evolved to the
installation of a preliminary version of our GEM(-TM-) software and
related consulting services.

* Kinko's. Another Microsoft referred client, Kinko's has also hired
us to provide an enterprise-wide project management system using
MSProject and our GEM(-TM-) software.

* Charter Communications, Inc. A Microsoft referred client, Charter
Communications retained us to install an enterprise-wide project
management system using MSProject and our GEM(-TM-) software. This
contract has and will continue to include additional software and
additional consulting services, training and implementation.

* Aspen Tech. This relationship began as an Arthur Andersen project.
Currently, we are scheduled to begin our enterprise-wide project
management relationship which we expect will include installations
of our software products.

As of the date of this prospectus, we have ongoing total solutions
installations at more than twelve client locations throughout the United
States. Each of these relationships requires ongoing software development and
consulting services as well as followup maintenance and support, software
upgrade and enhancement.

Markets

Over the past decade there has been a tremendous change in the
sophistication of project management software. This gives the modern manager
access to tools and reports that were formerly unavailable to even the largest
companies. With the dramatic pace of business change, fueled by the expansion
of the Internet, the project management software industry segment has
experienced tremendous growth. Through direct marketing, the alliances we
have already established, and future collaborations and alliances, we believe
our market share in products and services can grow.

Business managers are focusing on project management issues at the
project level and at the enterprise level. We see increased demand for
project management software tools that communicate transparently over the
Internet to provide managers, at all levels of the organization, with access
to timely cost, budget and schedule reports. This marketplace includes the
federal government, state and local governmental entities and any organization
that manages large and/or diverse projects. This would include, but not be
limited to, large municipalities, engineering and construction companies,
aerospace, software development companies, petrochemical producers, and oil
and gas companies. Aggressive marketing of our products and services combined
with continued recruitment of industry experts will require additional working
capital which may not be obtained in this offering.

Marketing and sales

Our marketing efforts to date have been limited due to our lack of
working capital. We have relied on referrals from Arthur Andersen and
Microsoft Corporation for over 75% of our revenues since inception. Our
marketing to date has been targeted toward building these two relationships
and attendance at conventions and trade shows. Members of our management team
are frequently invited to Microsoft and Arthur Andersen to make presentations
on project management issues to their customers and clients. These
presentations have provided the principal exposure of our products and
services to companies, organizations and governmental entities that would have
an interest in our solutions. In addition, we have found that, once we have
established a relationship with a client, the client usually has ongoing needs
that require continued and follow up services as well as representing a market
for our product enhancements and upgrades. To date, our lack of working
capital has prevented us from developing a more aggressive marketing plan.

As we offer a solution package consisting of consulting services and our
software products, we do not expect to market our software independent of our
consulting services. Due to its complexity, we believe that it is unlikely
that our software can be marketed independently of our total solutions package
which includes our initial review and assessment, installation and follow on
services and support.

Competition

A number of other companies compete with GeniSys in providing the kinds
of services that we do in the project management arena. Companies that
compete in the project management arena generally include:

* ABT Corporation, with its ABT Workbench product,

* IMS Information Management Services, Inc., with its product
ProductExchange,

* Artemis Corporation, with its product Artemis Views Four,

* Elabor, Inc., Program Planning Professionals and SME.

Our principal competitive advantage over these companies is that their
products are not web-based. Companies that have developed web-based
functionality in project management include:

* OnProject.com

* Pacific Edge Software

We believe that our products have superior functionality and that we gain
competitive advantages through the credibility resulting from our strategic
relationships with Microsoft, Arthur Andersen and other leaders in the project
management field. Nevertheless, there can be no assurance that larger
companies with greater resources will not compete with us in areas in which we
have developed niches.

Intellectual property

We have developed certain foundation and application software tools,
programs and products that we own and license to our clients on a non-
exclusive basis. We regard this software as proprietary and protect our
rights in it where appropriate with copyrights, trademarks, trade secret laws
and contractual restrictions on disclosure and transferring title. There can
be no assurance that any steps we take in this regard will be adequate to
deter misappropriation of our proprietary rights or independent third party
development of functionally equivalent products.

We have developed and rely on the trademarks that we use with our
products, including GeniSys Enterprise Manager(-TM-) or GEM(-TM-), Visual
Project Manager(-TM-) or VPM(-TM-) and Gatekeeper(-TM-). We have not applied
for or obtained federal registrations with respect to the use of our
trademarks; however, we claim common law trademark rights to those names.
However, there can be no assurance that we will not be subject to opposition,
cancellation or infringement proceedings based upon the use of a particular
trademark. The loss of the use of any one or more of our trademarks could
have a material adverse effect upon our ability to profitably market the
associated product or service.

In addition, our success is dependent upon our specialized expertise and
methodologies. To protect this proprietary information, we rely upon a
combination of trade secret and common laws, employee nondisclosure policies
and third party confidentiality agreements. However, there can be no
assurance that any of the steps we take will be adequate to deter
misappropriation of our specialized expertise and methodologies.
Specifically, there can be no assurance that others will not independently
develop substantially equivalent proprietary information and techniques or
otherwise gain access to our trade secrets, that our trade secrets will not be
disclosed or that we can effectively protect our rights to unpatented and/or
uncopyrighted trade secrets. Despite precautions we may take, unauthorized
parties may attempt to engineer, reverse engineer, copy or obtain and use our
products and other information we consider proprietary. We pursue a policy of
having our employees and consultants execute non-disclosure agreements at the
beginning of employment or consulting relationships with us. These agreements
provide that all confidential information developed or made known to the
individual during the course of the relationship with us shall be kept
confidential except in specified circumstances. There can be no assurance,
however, that these agreements will provide meaningful protection for our
trade secrets or other proprietary information in the event they are used or
disclosed in an unauthorized manner.

Although we believe that our services and products do not infringe on the
intellectual property rights of others, there can be no assurance that an
infringement claim will not be asserted against us in the future.

Research and development

We have two full-time employees and two part-time consultants devoted to
research and development. These employees and consultants are software
programmers with the full-time employees being involved in product
architecture. The majority of our research and development is undertaken
under contract with customers and clients as a result of which we may develop
a unique software program or module for the client's use on a non-exclusive
use basis. We generally retain the rights to all products that we develop for
clients so that we can use them for other customers and adapt them to other or
new applications. In each of the years ended March 31, 2000 and 1999, we
incurred approximately $450,000 for research and development costs related to
software development. During the six months ended September 30, 2000 and
1999, research and development costs were $-0- and $197,000, respectively.

Employees and consultants

We have 20 core full-time employees, of whom 14 are located in our main
office in Houston, Texas and 6 are based in our other locations. In addition
to these core employees, we also have an additional labor pool consisting of
contract professionals that are hired on a part-time basis.

Facilities and equipment

Our principal executive offices are located in Houston, Texas. In
addition, we have an office in Denver, Colorado. We have maintained our
office in Los Angeles, California, which we are currently trying to vacate.
Our Houston office consists of approximately 6,643 square feet which we hold
on a four year sublease expiring 2002. Our monthly rent is $5,536, with
triple net adjustments.

Our Los Angeles office consists of 2,644 square feet which we occupy
under a three year lease expiring in March 2001. The monthly rent at that
location is $3,305, together with triple net adjustments. We only have two
employees in our Torrance location and are trying to vacate the facility as a
cost-savings measure.

Our Denver office is shared with Corporate Stock Transfer, Inc., our
stock transfer agent and a company owned by our primary stockholder, Carylyn
K. Bell. We pay a market rate of $1,500 per month for use of this office for
approximately 750 square feet and this rate includes administrative support.
We reimburse this company for all other out-of-pocket expenses incurred on our
behalf.

We own computer equipment and office furniture and fixtures.

Consultants

We have a consulting arrangement with McCandish Partners, a company
controlled by Carylyn K. Bell, the Company's principal stockholder and wife of
J. Daniel Bell, pursuant to which it pays $3,000 per month for financial
advisory services.

Legal proceedings

We are not currently involved in any material legal proceedings.

<PAGE>
<PAGE>
Management

Directors, executive officers and key employees

The name, position with iGeniSys, age of each Director, executive officer
and key employee of iGeniSys is as follows:

Name Age Position

<S> <C> <C> <C>
J. Daniel Bell 55 Chairman of the Board,
President, Chief Executive
Officer
Carylyn K. Bell 41 Director, Secretary
Walter Strycker 70 Director
Henry Fong 61 Director
Craig Crawford 47 Vice President
Jeffery M. Spencer 40 Vice President
Cameron R. Kruse 38 Chief Financial Officer

</TABLE>

We conduct business through our wholly owned subsidiary, GeniSys
Information Systems, Inc. The name, position, and age of each Director and
executive officer of the subsidiary are as follows:

Name Age Position

<S> <C> <C> <C>
J. Daniel Bell 55 Chairman of the Board,
Chief Executive Officer
Craig Crawford 47 Director and President

Jeffery M. Spencer 40 Director, Senior Vice
President
William M. Bell 34 Director, Secretary and
Treasurer

Cameron R. Kruse 38 Chief Financial Officer

</TABLE>

J. Daniel Bell and Carylyn K. Bell are husband and wife. William M. Bell
is the son of J. Daniel Bell.

The following sets forth biographical information with respect to our
Directors and executive officers for the prior five years:

J. Daniel Bell has been Chairman of the Board and Chief Executive Officer
since March 1999and Chairman and Chief Executive Officer of GeniSys
Information Systems, Inc. since inception. Prior to his association with
iGeniSys, from 1988 to 1997 Mr. Bell served as Chairman of the Board and Chief
Executive Officer of Industrial Services Technologies, Inc. ("IST"), a Denver-
based acquisition platform company. This company was privately sold to Phillip
Services, Inc., a Canadian-based conglomerate serving the process industries.
Over the past ten years, Mr. Bell has managed or co-managed over twelve
acquisitions of various sizes, including a specialty welding and fabrication
company. Mr. Bell attended Texas A&M University and graduated from Lamar
University with degrees in Economics and Marketing.

Craig Crawford has been Director and President of the subsidiary and Vice
President of the Company since March 1999. He assumed the duties of Chief
Financial Officer in April 2000. Having originally joined GeniSys in 1997,
Mr. Crawford is responsible for the day-to-day operations of the Company with
a principal focus on the Company's sales and marketing efforts and customer
relations. Prior to iGeniSys, Mr. Crawford served as Vice President, Western
Region, for a specialty welding and mechanical contracting company from 1995
to 1997. He was the Vice President, West Region, for Serv-Tech, Inc. from
1993 to 1995, and has served in Senior Management positions from Operations to
Finance at Rice University, Brown and Root, Inc. and Goodwin Dannenbaum
Littman and Wingfield, Inc. He attended the Colorado School of Mines,
studying Chemical Engineering, and graduated from North Carolina State
University with a BBA, Business Management.

Jeffery M. Spencer has been Senior Vice President and Director of the
Subsidiary and Vice President of the Company since March 1999 and is
responsible for the development of software tools and delivery of services.
He has developed project management solutions on a wide range of complex
projects, for example: X-33 (Space Plane), JSF (Joint Strike Fighter), Space
Station, NAVAIR (E2-C), Supercollider, Army SDI, Air Force SDI, and Navy MIDS
(Superproject conversion). Prior to GeniSys Information Systems, from 1989 to
1997 Mr. Spencer was the President of Program Management Solutions
Incorporated, a consulting firm specializing the design and customization of
Decision Support Systems utilizing Microsoft Windows-based products, and
customized training programs for related Microsoft Windows applications. Mr.
Spencer received a Bachelors of Science in Production and Operations
Management from California State University, Northridge.

Cameron R. Kruse began as Chief Financial Officer on April 26, 2000. For
approximately one year prior to joining iGeniSys, he was an engagement
executive for AuditForce, a professional services company performing audit,
tax and financial services. From 1998 to 1999, he was Audit Manager for
Textron, an international diversified manufacturer. From 1994 to 1998, he
performed various functions as Controller for Siebe, PLC, a diversified
international technology control manufacturer and engineering services
company. From 1992 to 1994, he was an Audit Supervisor for Nashua
Corporation, and from 1989 to 1992 a Senior Auditor for Raytheon Corporation.
From 1986 to 1989, he was a Staff Auditor with PriceWaterhouseCoopers LLP.
Mr. Kruse received a Bachelor of Science degree in Finance from the University
of Houston in 1985 and a Masters of Science degree in Accounting from the
University of Houston in 1987.

Carylyn K. Bell, Director, Secretary and Treasurer since March 1999, is
the wife of J. Daniel Bell, Chairman of the Board and Chief Executive Officer.
In 1985, she founded Corporate Stock Transfer, Inc., a service company located
in Denver, Colorado representing public and private companies in all aspects
of shareholder needs and continues to serve as its chief executive. From 1988
until 1991, she held the offices of Secretary and Treasurer of Industrial
Services Technologies, Inc., a Denver based acquisition platform company
headed by her husband. She also served as Secretary for E-Management Corp.
from 1987 until 1997.

William M. Bell, Director since 1999, is Vice President of Huttner &
Company, a Houston, Texas based management consulting firm. Prior to working
with Huttner & Company, Mr. Bell worked in the corporate finance consulting
department at Coopers & Lybrand, LLP. Mr. Bell is the son of J. Daniel Bell,
our Chairman of the Board and Chief Executive Officer.

Walter Strycker, Director since 1999, joined the Board of Directors of
iGeniSys Inc. in June 1999. Mr. Strycker serves as the President of Marine
Coastal Corporation, a financial, merger and acquisition, and corporate
business consulting firm. Mr. Strycker served as Chief Executive officer of
Marie Callender Pie Shops, Inc. from March 1991 to 1995. Prior to 1991, Mr.
Strycker was employed in various executive positions including Senior Vice
President Wheelabrator Environmental Systems, Senior Vice President Signal
Energy Systems, President Air Pollution Control Division of Wheelabrator Frye,
and President of Associates Venture Capital Corporation. Also, Mr. Strycker
was a founder and Chief Financial Officer of Decimus Corporation, a joint
venture with the Bank of America involving financial leasing and computer
services. He also spent fifteen years with the IBM Corporation in various
marketing positions as well as product development. Mr. Strycker is a
graduate of the University of California at Berkeley with a degree in Finance.

Henry Fong, Director since 1999, has been the President, Treasurer and a
Director of Equitex, Inc. since its inception in January 1983. Equitex,
formerly an investment company, is now an operating company which has executed
a definitive agreement to merge with a single bank holding company. From 1987
to June 1997, Mr. Fong was Chairman of the Board and Chief Executive Officer
of RDM Sports Group, Inc. and was its President and Treasurer from 1987 to
1996. From July 1996 to October 1997, Mr. Fong was a Director of IntraNet
Solutions, Inc., a publicly held company which provides internet/intranet
solutions to Fortune 1000 companies and was the Chairman of the Board and
Treasurer of its predecessor company, MacGregor Sports and Fitness, Inc., from
February 1991 until the two companies merged in July 1996. From January 1993
to January 20, 1999, Mr. Fong was Chairman of the Board and Chief Executive
Officer of California Pro Sports, Inc., a publicly traded manufacturer and
distributor of in-line skates, hockey equipment and related accessories. From
1959 to 1982 Mr. Fong served in various accounting, finance and budgeting
positions with the Department of the Air Force. During the period from 1972
to 1981, he was assigned to senior supervisory positions at the Department of
the Air Force headquarters in the Pentagon. In 1978 he was selected to
participate in the Federal Executive Development Program, and in 1981 he was
appointed to the Senior Executive Service. In 1970 and 1971, he attended the
Woodrow Wilson School, Princeton University and was a Princeton Fellow in
Public Affairs. Mr. Fong received the Air Force Meritorious Civilian Service
Award in 1982. Mr. Fong is a certified public accountant.

Each director is elected to serve for a term of one year until a
successor is duly elected and qualified.

Our executive officers are elected annually at the first meeting of our
Board of Directors held after each annual meeting of stockholders. Each
executive officer will hold office until his successor is duly elected and
qualified, until his resignation or until he shall be removed in the manner
provided by our By-Laws.

Currently, we do not have standing Audit, Compensation or Nominating
Committees of the Board of Directors. During the fiscal year 2001 we do plan
to form an Audit Committee. No member of the Audit Committee will receive any
additional compensation for his service as a member of that Committee and
members of this committee will be primarily comprised of non-officer
directors. The Audit Committee will be responsible for providing assurance
that financial disclosures made by management reasonably portray our financial
condition, results of operations, plan and long-term commitments. To
accomplish this, the Audit Committee will oversee the external audit coverage,
including the annual nomination of the independent public accountants, review
accounting policies and policy decisions, review the financial statements,
including interim financial statements and annual financial statements,
together with auditor's opinions, inquire about the existence and substance of
any significant accounting accruals, reserves or estimates made by management,
review with management the Management's Discussion and Analysis section of the
Annual Report, review the letter of management representations given to the
independent public accountants, meet privately with the independent public
accountants to discuss all pertinent matters, and report regularly to the
Board of Directors regarding its activities.

We also plan to form a Compensation Committee during fiscal 2001. No
member of the Compensation Committee will receive any additional compensation
for his service as a member of that Committee. The Compensation Committee
will be responsible for reviewing pertinent data and making recommendations
with respect to compensation standards for our executive officers, including
the President and Chief Executive Officer, establishing guidelines and making
recommendations for the implementation of management incentive compensation
plans, reviewing the performance of the President and CEO, establishing
guidelines and standards for the grant of incentive stock options to key
employees under our Equity Incentive Plan, and reporting regularly to our
Board of Directors with respect to its recommendations.

Except for J. Daniel Bell's relationship to Carylyn K. Bell, his wife,
and William M. Bell, his son, there are no family relationships among
Directors, nor any arrangements or understandings between any Director and any
other person pursuant to which any Director was elected as such. Our Class B
Common Stock, which can only be issued to J. Daniel Bell, gives Mr. Bell the
right to elect a majority of the Board. The present term of office of each
Director will expire at the next annual meeting of stockholders.

Director compensation

During the fiscal year ended March 31, 2000, outside Directors received
no cash compensation or other remuneration for their service on our Board of
Directors, however they were reimbursed their expenses associated with
attendance at meetings or otherwise incurred in connection with the discharge
of their duties.

The Board of Directors has adopted a formula plan pursuant to which
outside Directors are entitled to receive, under our 1999 Equity Incentive
Plan, an initial grant of non-qualified stock options exercisable to purchase
30,000 shares of common stock and, for each additional year of service after
the first year, additional non-qualified stock options exercisable to purchase
30,000 shares of our common stock. All non-qualified stock options issuable
to outside Directors under the Plan have an exercise price equal to the fair
market value of our common stock on the date of grant, and are exercisable for
a period of five years from the date of grant.

Directors who are also our executive officers receive no additional
compensation for their services as Directors.

Executive compensation

The following table and discussion set forth information with respect to
all compensation earned by or paid to our Chief Executive Officer, CEO, and
our most highly compensated executive officers other than the CEO, for all
services rendered in all capacities to us and our subsidiaries for each of our
last two fiscal years ended March 31, 2000 and 1999. However, no disclosure
has been made for any executive officer, other than the CEO, whose total
annual salary and bonus does not exceed $100,000.

TABLE 1
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation(1) Awards Payouts
-------------------------- ----------------- ------- -------
Other All
Annual Restricted Other
Name and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($)(2) ($) SARs ($) ($)
--------------- ------- -------- ----- --------- ---------------- --------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Daniel Bell, Chairman 2000 36,000 -0- -0- -0- -0- -0- -0-
1999 33,500 -0- -0- -0- -0- -0- -0-
Craig Crawford, Vice
President 2000 116,000 -0- -0- -0- -0- -0-
1999 116,417 10,000 -0- -0- 470,000 -0- -0-
Jeff Spencer, Vice
President 2000 156,000 -0- -0- -0- -0- -0-
1999 147,561 16,000 -0- 29,000 570,000 -0- -0-

</TABLE>

<PAGE>
<PAGE>
Employment agreements

We have entered into written employment agreements with three of our key
employees, Craig Crawford, President of our subsidiary, Jeff Spencer, Senior
Vice President, and Cameron Kruse, our new Chief Financial Officer.

Mr. Crawford's contract is an at-will employment agreement which may be
terminated by either party; provided that, if we terminate his employment
without cause, we are obligated to continue his compensation under his
agreement for a period of six months, or twelve months if there has been a
change in our control, following the date of termination, unless he obtains
alternative employment sooner. The agreement provides that he receives an
annual salary of $116,000, plus incentive stock options under our plan
exercisable to purchase 470,000 shares of our common stock.

Mr. Spencer's contract is also an at-will employment agreement with
substantially the same termination provisions as are contained in Mr.
Crawford's. Mr. Spencer's annual salary is $156,000 and he has been granted
incentive stock options under our plan exercisable to purchase 570,000 shares
of our common stock.

Mr. Kruse's contract has an initial term of one year and is thereafter
terminable by either party. His base compensation is $90,000 per year. In
addition, Mr. Kruse has been granted incentive stock options exercisable to
purchase 100,000 shares of our common stock, which options are subject to
future vesting.

We have not obtained any key man life insurance on any of our executive
officers.

Equity Incentive Plan

On May 17, 1999 we adopted an Equity Incentive Plan. Pursuant to the
Plan, stock options granted to eligible participants may take the form of
incentive stock options or ISOs under Section 422 of the Internal Revenue Code
of 1986, as amended, or options which do not qualify as ISOs, known as non-
qualified stock options or NQSOs. As required by Section 422 of the Code, the
aggregate fair market value of our common stock with respect to our ISOs
granted to an employee exercisable for the first time in any calendar year may
not exceed $100,000. The foregoing limitation does not apply to NQSOs. The
exercise price of an ISO may not be less than 100% of the fair market value of
the shares of our common stock on the date of grant. The exercise price of an
NQSO may be set by the Plan administrator. An option is not transferable,
except by will or the laws of descent and distribution. If the employment of
an optionee terminates for any reason (other than for cause, or by reason of
death, disability, or retirement), the optionee may exercise his options
within a ninety day period following such termination to the extent he was
entitled to exercise such options at the date of termination. Either our
Board of Directors (provided that a majority of directors are "disinterested")
can administer the Plan, or our Board of Directors may designate a committee
comprised of directors meeting certain requirements to administer the Plan.
The Administrator will decide when and to whom to make grants, the number of
shares to be covered by the grants, the vesting schedule, the type of award
and the terms and provisions relating to the exercise of the awards. An
aggregate of 2,500,000 shares of our common stock is reserved for issuance
under the Plan.

At November 1, 2000, we had granted a total of 1,470,000 incentive stock
options under the Plan exercisable at a weighted average price of $.41 per
share, of which 240,000 non-qualified stock options have been issued to
outside directors and consultants exercisable at a weighted average exercise
price of $.81 per share. All options have been issued with exercise prices at
or above market value on the date of issuance.

The following tables set forth certain information concerning the
granting and exercise of incentive stock options during the last completed
fiscal year by each of the named executive officers.

Table 2
Option/SAR Grants for Last
Fiscal Year - Individual Grants

Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in or Base Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
---------------------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>

J. Daniel Bell -0- -0- -0- -0-

Craig Crawford 470,000 34% $.40 2009

Jeff Spencer 570,000 42% $.40 2009

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

</TABLE>

The options granted to these officers vest in these officers over the next
five years. None of these options have been exercised by the officers.

Table 3
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values

Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($) (1)

Shares Acquired Value Realized Exercisable Exercisable/
Name on Exercise (#) ($) (Unexercisable) Unexercisable
---------------- --------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C>

J. Daniel Bell -0- -0- -0- -0-

Craig Crawford -0- -0- 470,000 -0-

Jeff Spencer -0- -0- 570,000 -0-

________________________

</TABLE>

<PAGE>
<PAGE>
Value Realized is determined by calculating the difference between the
aggregate exercise price of the options and the aggregate fair market value of
our common stock on the date the options are exercised.

The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options. The fair
market value of the securities underlying the options are based upon the
determination of the Board of Directors in light of the arms-length
transactions in the same securities.

Indemnification and Limitation on Liability of Directors

Our Articles of Incorporation provide that we shall indemnify, to the
fullest extent permitted by Colorado law, any director, officer, employee or
agent of the corporation made or threatened to be made a party to a
proceeding, by reason of the former or present official of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by
the person in connection with the proceeding if certain standards are met. At
present, there is no pending litigation or proceeding involving any of our
directors, officers, employees or agents where indemnification will be
required or permitted. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.

Our Articles of Incorporation limit the liability of our directors to the
fullest extent permitted by the Colorado Business Corporation Act.
Specifically, our directors will not be personally liable for monetary damages
for breach of fiduciary duty as directors, except for:

* any breach of the duty of loyalty to us or our stockholders,

* acts or omissions not in good faith or that involved intentional
misconduct or a knowing violation of law,

* dividends or other distributions of corporate assets that are in
contravention of certain statutory or contractual restrictions,

* violations of certain laws, or

* any transaction from which the director derives an improper personal
benefit. Liability under federal securities law is not limited by
the Articles.

<PAGE>
<PAGE>
Certain Transactions

Founders and promoters of Zion Enterprises, Inc.

When we were first formed and organized, we issued 895,000 shares of
common stock to our original founders and promoters in exchange for their
services. The following sets forth the names of the company's promoters and
the amount of shares received by each for their services:

<TABLE>
<CAPTION>
Amount
Name of Shares
---- ----------
<S> <C> <C>
Earnest Mathis, Jr. through Mathis
Family Partners, Ltd. 298,334
Gary J. McAdam through GM/CM Family
Partners, Ltd. 298,333
Gary A. Agron 298,333

</TABLE>

In April and May 1996, we distributed an additional 81,250 shares to
approximately 240 persons in order to create a large shareholder base. We
received no payment from the persons who received these shares.

We have been informed by the Commission that it is their view that none
of the 976,250 shares of our common stock which were issued to the original
shareholders of Zion Enterprises, Inc. may be resold without their being
registered under the Securities Act. As a result, we have agreed to register
for resale all of these shares in the concurrent offering being undertaken by
the selling shareholders.

Founders and promoters of GeniSys Information Systems, Inc.

When GeniSys was formed and organized in 1997, it issued shares of its
common stock to the following persons for the consideration set forth below:

Number of
Name Class Shares Consideration

<S> <C> <C> <C> <C>
Carolyn K. Bell Class A 1,660,000 $25,000; conversion
of $75,000 of debt
plus accrued interest

J. Daniel Bell Class B 10,000 $100

</TABLE>

In March 1999 when we acquired GeniSys, we issued to Mrs. Bell a total of
6,682,571 shares of our common stock in exchange for her shares of Class A
Common Stock of GeniSys. In that exchange, Mr. Bell received 10,000 shares of
our Class B Common Stock in exchange for 10,000 shares of Class B Common Stock
of GeniSys.

Bridge loans and conversion

In anticipation of completing our acquisition of GeniSys, we arranged for
a total of $580,000 of bridge loans in February 1999 which GeniSys Information
Systems, Inc. used for working capital. The persons who made the bridge loans
then agreed to convert all of the loans into 1,472,083 shares of common stock
at the same time that the acquisition of GeniSys was completed. This
represented conversion of the bridge loans into common stock at a value of
$.394 per share. The bridge loans were held by 17 persons, including Mr.
Fong, one of our directors, who converted $200,000 in loans.

Acquisition of GeniSys Information Systems, Inc.

In March 1999, we completed the acquisition of 100% of the outstanding
shares of common stock of GeniSys in exchange for 7,516,740 shares of common
stock. This resulted in the persons who control GeniSys, Mr. and Mrs. Bell,
acquiring control of the iGeniSys as well.

Transactions with principal shareholder

Carolyn K. Bell is one of our founders and promoters and our largest
principal shareholder. During the past two years, we have had a number of
transactions with Mrs. Bell which can be summarized as follows:

* Mrs. Bell previously provided working capital through a factoring
line of credit and revolving line of credit which reached a maximum
principal amount of $400,000, until repaid in May of 1999 when we
obtained a credit arrangement with a commercial financing source.

* Mrs. Bell currently provides us a factoring line of credit for our
receivables in the maximum amount of $750,000. Mrs. Bell receives a
2% fee on all factored receivables, together with interest at the
rate of prime plus 2%. She uses draws from the Guaranty Bank line
of credit to fund the advances, on which she pays interest at the
rate of prime plus 1%. As of September 30, 2000, the outstanding
balance due to Mrs. Bell under this factoring arrangement was
approximately $625,000.

* Mrs. Bell has provided numerous loans to the Company which, as of
the date of this prospectus, total $102,163. In July, 2000, we
agreed to issue to Mrs. Bell a convertible promissory note for
$102,163 of these loans due in July 2001 and convertible at $.50 per
share.

* Mrs. Bell arranged for a $100,000 loan for us at a financial
institution and the loan is secured by a $100,000 certificate of
deposit owned by Mrs. Bell.

* Mrs. Bell is the principal owner of our transfer agent, Corporate
Stock Transfer, Inc.

* We use office space provided by Corporate Stock Transfer, Inc. in
its Denver, Colorado offices and pay rent of $1,500 for this space
and administrative services.

* We have agreed to pay $3,000 per month for financial advisory
services to McCandish Partners, a company owned by Mrs. Bell which
has been accrued and as of June 30, 2000 is $87,000.

* Mrs. Bell is a co-borrower under our credit line with Guaranty Bank
& Trust Company in the amount of $750,000.

While we have not formally adopted any policy controlling transactions
with our affiliates and principal shareholders, in each instance we believe
that the terms of these arrangements are commercially reasonable. Mrs. Bell
has made working capital available to us under circumstances where we were
unable to obtain it from other sources.

Transactions by certain affiliates

In January 2000, Mr. Craig Crawford, President and Director of our
subsidiary, sold to three of our other employees 70,000 shares of common stock
which he owned, which sales were at a price of $.40 per share. These
transactions resulted in a one-time, non-cash charge against our income in
January because they are viewed as being essentially compensatory in nature
and the shares were sold at less than fair market value.

In February 2000, Mr. Fong, a member of the our Board of Directors,
loaned us $100,000. This loan was made to meet our operating cash needs to
purchase some past-due invoices from our financial institution. This loan is
secured by the purchased invoices and a second lien on our software products.
The loan carries an interest rate of 15% and is payable in December 2000. In
March 2000, approximately $30,000 of this note was repaid.

<PAGE>
<PAGE>
Principal Stockholders

To our knowledge, the following table sets forth, as of the date of this
prospectus, information regarding the ownership of our Class A common stock
by:

* persons who own more than 5% of our Class A common stock;

* each of our directors and each of our executive officers; and

* all directors and executive officers as a group.

Each person has sole voting and investment power with respect to the shares
shown, except as noted.

Percent of Class
Name and Address Amount and Nature --------------------------
of Beneficial of Beneficial Before After
Owner Ownership Offering Offering
---------------- ---------- --------- ---------
<S> <C> <C> <C>

J. Daniel Bell 10,000 nil nil
2750 East Cedar Avenue
Denver, CO 80209

Carylyn K. Bell 6,682,571 61.2% 53.8%
2750 East Cedar Avenue
Denver, CO 80209

Jeffery Spencer 1,176,695 10.8% 9.5%

Craig Crawford 924,000 8.5% 8.9%

Walter Strycker 60,000 .4% .3%

Henry Fong 684,008 6.0% .8%

William Maury Bell 121,878 .9% .5%

Gulfstream Financial 558,375 5.1% 0.4%
Partners, LLC

Cameron Kruse 20,000 nil nil

All Officers and
Directors as a 9,499,465 81.1% 72.6%
Group (8 persons)
_______________________

</TABLE>

Under SEC Rules, we include in the number of shares owned by each person
the number of shares issuable under outstanding options if those options are
exercisable within 60 days of the date of this prospectus. We calculate the
ownership of each person who owns exercisable options by adding (i) the number
of exercisable options for that person only to (ii) the number of total shares
outstanding and dividing that result into (iii) the total number of shares and
exercisable options owned by that person.

The percentages shown in the table do not reflect voting percent. Mr.
Bell's 10,000 shares of Class B Common Stock entitle him to elect a majority
of our directors.

Unless otherwise noted, the address of each person is 654 North Belt
East, Suite 310, Houston, Texas 77060.

The percentages shares do not give effect to the exercise of any
outstanding options or warrant. Assumes all 1,500,000 shares of common stock
are sold in the offering.

J. Daniel Bell is the husband of Carylyn K. Bell and the father of
William Maury Bell. Mr. Bell's ownership consists of 10,000 shares of Class B
Common Stock. Mr. Bell's 10,000 shares of Class B Common Stock entitle him to
elect a majority of our directors. On matters other than the election of
directors, the shares of Class B Common Stock are counted equally with shares
of Class A Common Stock.

Mrs. Bell's ownership includes 500,000 shares of common stock held by
Mrs. Bell as custodian of Caitlyn Ann Bell, Christopher Ryan Bell, Henry
Daniel Bell, Ian Gregory Bell and Kathleen Ann Bell under the Colorado Uniform
Gifts to Minors Act. Also includes 3,032,221 shares held of record by
McCandish, LLC, a limited liability company of which Mrs. Bell is a manager
and controlling person.

Mr. Spencer's ownership includes incentive stock options granted under
the Plan exercisable to purchase, in the aggregate, 570,000 shares of common
stock at an exercise price of $.40 per share, subject to future vesting.

Mr. Crawford's ownership includes options granted by Mrs. Bell to Mr.
Crawford exercisable to purchase from shares of common stock beneficially
owned by Mrs. Bell 350,000 shares of common stock at a price of $.001 per
share and 250,000 shares of common stock at a price of $.10 per share. Also
includes incentive stock options granted under the Plan exercisable to
purchase, in the aggregate, 470,000 shares of common stock at an exercise
price of $.40 per share, subject to future vesting. In November 1999, Mr.
Crawford exercised options from Mrs. Bell and purchased 350,000 shares at
$.001 per share. In January 2000, Mr. Crawford sold 171,000 of these shares
in five separate, private sales for total consideration of $78,000.

Mr. Strycker's ownership consists of non-qualified stock options granted
under the Plan exercisable to purchase 30,000 shares of common stock at an
exercise price of $.40 per share and an additional 30,000 shares of common
stock at an exercise price of $1.50 per share.

Mr. Fong's ownership includes non-qualified stock options granted under
the Plan exercisable to purchase, in the aggregate, 30,000 shares of common
stock at an exercise price of $.40 per share and 30,000 shares at a price of
$1.50 per share, and warrants to purchase 5,967 shares. Includes the 558,375
shares of common stock held of record by Gulfstream Financial Partners, LLC,
of which Mr. Fong would be deemed a beneficial owner by virtue of his power to
vote and dispose of such shares. Gulfstream Financial Partners, LLC is a
Colorado Limited Liability Company whose members include Henry Fong, a member
of the Board of Directors. The members have the authority by majority vote to
make decisions with respect to the voting or disposition of those shares owned
by us.

In the concurrent offering being undertaken by certain selling
shareholders, Henry Fong, William Maury Bell and Gulfstream Financial
Partners, LLC are each offering shares for sale on a delayed and continuous
basis. The following table sets forth information related to their share
ownership giving effect to the Selling Shareholder offering:

Shares Shares Beneficially
Name Offered Owned After Offering Percent
<S> <C> <C> <C> <C>
Henry Fong 59,666 65,967 .4%
William Maury Bell 38,071 83,807 .5%
Gulfstream Financial
Partners, LLC 507,614 50,761 .4%

</TABLE>

The Offering

We are offering on a best efforts basis up to 1,500,000 shares of our
common stock at an offering price of $1.00 per share. The terms of the
offering are as follows:

* The offering will terminate on _____________ [90 days from the date
of this Prospectus].

* The offering will be made directly to the public by our officers and
directors, primarily J. Daniel Bell, our President and CEO, and
Henry Fong, one of our directors.

* No commissions, fees or other compensation will be paid to officers
or directors in connection with the offering.

* We may use the services of broker/dealers to assist us as selling
agents. If we use selling agents, we may pay a commission of up to
ten percent (10%) on sales made by those persons. To date, we have
no arrangements or commitments to retain any selling agent.

* There is no minimum offering.

* We have made no arrangements to escrow or impound any of the
proceeds from the sale of shares. All proceeds will be immediately
deposited into our general operating account and used for working
capital.

How to Invest in the Offering

Persons who wish to invest in the offering must:

* Execute and deliver to iGeniSys a subscription agreement that will
provided by iGeniSys to investors.

* Deliver the subscription agreement to iGeniSys at the same time that
you deliver payment of the subscription amount for your shares. All
payments should be made payable to the order of "iGeniSys, Inc."

* Deliver a signed subscription agreement and payment of the
subscription amount to iGeniSys as follows:

iGeniSys, Inc.
3200 Cherry Creek Drive South
Suite 430
Denver, Colorado 80209

Attention: J. Daniel Bell, President and CEO

We intend to deliver to investors certificates for their shares within
thirty (30) days of accepting their subscription agreements.

Determination of Offering Price

You should not consider the offering price of $1.00 per share of common
stock as a true indication of the actual value of our shares. Since there is
no public market for our common stock and we are not using the services of an
underwriter, the offering price is not related to a public market price or the
result of arm's-length negotiations with a third party. The offering price is
also not necessarily to our assets, book value or financial condition.

In determining the offering price and the number of shares of common
stock to be offered, we considered such factors:

* Our net tangible book value

* Our historical results of operations

* The general condition of the securities market

* The potential size of the project management market and the share of
that market that we could potentially capture, given the existing
and potential future competition.

Risks Associated with the Offering

Since we have arbitrarily determined the purchase price of the shares
with no input from a independent third party, the purchase price might not
accurately reflect the value of the shares.

Our board of directors has arbitrarily determined the offering price of
the shares. Since no underwriter or independent third party has been involved
in pricing the shares, we cannot assure you that this price accurately
reflects the value of the shares or that you will be able to resell your
shares at that price.

The tangible book value of our common stock after the offering will be lower
than the offering price

Even if we sell all 1,500,000 shares that we are offering, investors
purchasing shares of our common stock in this offering will incur immediate
and substantial dilution of their investment of approximately $1.01 per share,
or 101% of the offering price, based upon our adjusted net tangible book value
as of September 30, 2000. If we sell fewer than 1,500,000 shares, the
dilution will be even greater. To the extent that currently outstanding
options to purchase our common stock are exercised, there will be further
dilution to investors acquiring shares of common stock.

<PAGE>
<PAGE>
Description of Securities

We are authorized to issue up to 100,010,000 shares of $.001 par value
common stock and 50,000,000 shares of $.01 par value preferred stock. As of
November 1, 2000, 10,915,025 shares of Class A Common Stock, 10,000 shares of
Class B Common Stock and no shares of preferred stock were issued and
outstanding, and there were 296 stockholders of record.

Common Stock

Our authorized common stock consists of 100,000,000 shares of Class A
Common Stock and 10,000 shares of Class B Common Stock. The shares of Class A
Common Stock and Class B Common Stock are identical with respect to the
relative rights and preferences of holders of such shares with respect to
dividends, payment on liquidation, lack of cumulative voting and preemptive
rights. However, the Class B Common Stock may only be issued to J. Daniel
Bell, our Chairman and CEO, or an entity controlled by Mr. Bell. The holders
of Class B Common Stock voting as a separate class have the right to elect a
majority of the members of our Board of Directors. All issued and outstanding
shares of Class B Common Stock automatically convert into an equal number of
Class A Common Stock if and when transferred to any person other than J.
Daniel Bell.

Each holder of common stock is entitled to one vote for each share held
of record. There is no right to cumulative voting of shares for the election
of directors. The shares of Class A Common Stock are not entitled to pre-
emptive rights and are not subject to redemption or assessment. Each share of
Class A Common Stock is entitled to share ratably in distributions to
stockholders and to receive ratably such dividends as may be declared by our
Board of Directors out of funds legally available therefor. Upon our
liquidation, dissolution or winding up, the holders of Class A Common Stock
are entitled to receive, pro-rata, our assets which are legally available for
distribution to stockholders. The issued and outstanding shares of common
stock are validly issued, fully paid and non-assessable.

Preferred Stock

We are authorized to issue up to 50,000,000 shares of $.01 par value
preferred stock. Our preferred stock can be issued in one or more series as
may be determined from time-to-time by our Board of Directors. In
establishing a series our Board of Directors shall give to it a distinctive
designation so as to distinguish it from the shares of all other series and
classes, shall fix the number of shares in such series, and the preferences,
rights and restrictions thereof. All shares of any one series shall be alike
in every particular. Our Board of Directors has the authority, without
stockholder approval, to fix the rights, preferences, privileges and
restrictions of any series of preferred stock including, without limitation:

* the rate of distribution,
* the price at and the terms and conditions on which shares shall be
redeemed,
* the amount payable upon shares for distributions of any kind,
* sinking fund provisions for the redemption of shares,
* the terms and conditions on which shares may be converted if the
shares of any series are issued with the privilege of conversion,
and
* voting rights except as limited by law.

Although we currently do not have any plans to issue shares of preferred
stock or to designate any series of preferred stock, there can be no assurance
that we will not do so in the future. As a result, we could authorize the
issuance of a series of preferred stock which would grant to holders preferred
rights to our assets upon liquidation, the right to receive dividend coupons
before dividends would be declared to common stockholders, and the right to
the redemption of such shares, together with a premium, prior to the
redemption to common stock. Our common stockholders have no redemption
rights. In addition, our Board could issue large blocks of voting stock to
fend off unwanted tender offers or hostile takeovers without further
stockholder approval.

Warrants

We have issued to certain investors a total of 147,205 Class A Warrants,
each exercisable for one year to purchase a share of our common stock at a
price of $1.00 per share. The Class A Warrants expire on October 31, 2000.
We have the ability to repurchase the warrants if we have registered the
exercise of the warrants with the Commission and our public trading price has
been more than $1.50 per share for at least ten consecutive trading days. In
such event, holders of the warrant will have a 30 day notice period in which
to exercise the warrants, and any warrants not exercised will be redeemed by
us at a redemption price of $.01 per share.

Transfer Agent, Warrant Agent and Registrar

The transfer agent and registrar for our common stock is Corporate Stock
Transfer, Inc., Denver, Colorado. Ms. Carylyn Bell, one of our directors,
executive officers and principal shareholders, is the controlling person of
the transfer agent.

Reports to Stockholders

We intend to furnish annual reports to stockholders which will include
audited financial statements reported on by our independent certified public
accountants. In addition, we will issue unaudited quarterly or other interim
reports to stockholders as it deems appropriate.

Legal Matters

The validity of the issuance of the shares we are offering will be passed
upon for us by Neuman & Drennen, LLC, Boulder, Colorado.

Experts

The audited consolidated financial statements as of and for the year
ended March 31, 2000 of iGeniSys, Inc. and subsidiary included herein and
elsewhere in the Registration Statement have been audited by Gelfond Hochstadt
Pangburn, P.C., independent certified public accountants, to the extent forth
in their report (which describes an uncertainty as to the Company's ability to
continue as a going concern) appearing herein and elsewhere in the
Registration Statement. Such financial statements have been so included in
reliance upon the report of such firm given upon their authority as experts in
auditing and accounting.

<PAGE>
<PAGE>
Available Information

You may read and copy any document we file at the Commission's Public
Reference Rooms in Washington, D.C., New York, New York, and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further
information on the Public Reference Rooms. You can also obtain copies of our
Commission filings by going to the Commission's website at http://www.sec.gov.

We have filed with the Commission a Registration Statement on Form SB-2
to register the shares of our common stock and common stock warrants to be
sold by the Selling Securityholders and issued pursuant to the exercise of the
warrants. This prospectus is part of that Registration Statement and, as
permitted by the Commission's rules, does not contain all of the information
set forth in the Registration Statement. For further information about us or
our common stock, you may refer to the Registration Statement and to the
exhibits filed as part of the Registration Statement.

We are not currently subject to the informational filing requirements of
the Exchange Act. However, as a result of this offering, we will become
subject to these requirements and will file periodic reports, including annual
reports containing audited financial statements, reports containing unaudited
interim financial statements, quarterly and special reports, proxy statements
and other information with the Commission. We will provide without charge to
each person who receives this prospectus copies of our reports and other
information which we file with the Commission. Your request for this
information should be directed to our Vice President and Chief Financial
Officer, Craig Crawford, at our corporate office in Houston, Texas. You can
also review this information at the public reference rooms of the Commission
and on the Commission's website as described above.
<PAGE>
<PAGE>

iGeniSys, Inc. and Subsidiary

Consolidated Financial Statements

Years Ended March 31, 2000 and 1999

And the Six Months Ended

September 30, 2000 And 1999 (Unaudited)

iGeniSys, Inc. and Subsidiary

Years Ended March 31, 2000 and 1999

And The Six Months Ended September 30, 2000 and 1999 (Unaudited)

Contents

Independent auditors' report F-3

Consolidated financial statements:

Consolidated balance sheets as of March 31, 2000 and 1999
and as of September 30, 2000 (unaudited) F-4 to F-5

Consolidated statements of operations for the years ended
March 31, 2000 and 1999 and for the six months ended September
30, 2000 and 1999 (unaudited) F-6

Consolidated statements of shareholders' equity (deficiency)
for the years ended March 31, 2000 and 1999 and for the six
months ended September 30, 2000 (unaudited) F-7

Consolidated statements of cash flows for the years ended
March 31, 2000 and 1999 and for the six months ended
September 30, 2000 and 1999 (unaudited) F-8 to F-9

Notes to consolidated financial statements F-10 to F-22

<PAGE>
<PAGE>
Independent Auditors' Report

The Board of Directors and Shareholders
iGeniSys, Inc.

We have audited the accompanying consolidated balance sheets of iGeniSys, Inc.
and subsidiary as of March 31, 2000 and 1999, and the related consolidated
statements of operations, shareholders' equity (deficiency), and cash flows
for the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of iGeniSys,
Inc. and subsidiary as of March 31, 2000 and 1999 and the results of their
operations and cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered a net loss of $1,243,428 during
the year ended March 31, 2000 and has a shareholders' deficiency and working
capital deficiency of $572,572 and $933,365, respectively, at March 31, 2000.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to these matters
are also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
May 19, 2000, except for Note 11 a and b,
as to which the date is July 21, 2000

iGeniSys, Inc. and Subsidiary
Consolidated Balance Sheets

March 31, September 30,
2000 1999 2000
---- ---- -------
(unaudited)
ASSETS
------
<S> <C> <C> <C>

CURRENT ASSETS:
Cash and cash equivalents $ 11,403 $ - $ 25,170
Accounts receivable, net of
allowance for doubtful
accounts $76,700 (2000),
79,500 (1999) and $90,900
(June 30, 2000 - unaudited) 701,221 945,189
78j3,277
Contracts in process 108,903 125,611 89,848
Prepaid expenses and other 35,911 36,689 17,105
------------- ------------ ------------

Total current assets 857,438 1,107,489 906,400

FURNITURE AND EQUIPMENT, net
(Notes 4 and 6) 134,953 147,359 113,844

INTANGIBLES AND OTHER ASSETS:
Development costs, net of
accumulated amortization
$56,464 (2000), $10,366
(1999) and $83,464 (June 30,
2000 - unaudited) (Note 1) 345,513 299,819
413,949
Royalties (Note 2) - 81,000 -
Deferred offering costs 53,235 - 90,608
Deposits and other 10,553 9,154 8,903
------------ ------------ ------------
$ 1,401,692 $ 1,644,821 $1,533,704

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------

CURRENT LIABILITIES:
Bank overdraft $ - $ 16,632 $ -
Revolving line of credit
(Note 5) 540,731 56,039 -
Notes payable:
Related parties (Note 2) 100,000 394,409 1,065,096
Other (Note 3) 91,258 - 91,258
Current portion of obligations
under capital leases
(Note 6) 10,139 30,790 2,133
Accounts payable 643,392 508,954 749,018

Accrued expenses 294,283 257,396 362,209
Deferred contract revenue 33,000 - 9,000
Management fees payable, affiliate
(Note 2) 78,000 42,000 96,000
Due to affiliate (Note 2) - 161,235 -
----------- ------------ -----------

Total current liabilities 1,790,803 1,467,455 2,374,714
----------- ------------ -----------

LONG-TERM DEBT:
Notes payable, related parties
(Note 2) 166,709 - -
Long-term portion of obligations
under capital leases
(Note 6) 16,752 23,310 16,752
----------- ------------ ------------

Total liabilities 1,974,264 1,490,765 2,391,466
----------- ------------ ------------

COMMITMENTS AND CONTINGENCIES
(Note 7)

SHAREHOLDERS' EQUITY (DEFICIENCY)
(Note 8):
Preferred stock, $.01 par value;
authorized 50,000,000 shares;
no shares issued and
outstanding - - -
Common stock, $.001 par value;
authorized 100,010,000 shares:
Class A; issued and
outstanding 10,915,025
shares (March 31 and June
30, 2000) and 9,955,021
shares (1999) 10,915 9,954 10,915
Class B; issued and outstanding
10,000 shares 10 10 10
Additional paid-in capital 1,229,250 713,411 1,229,250
Accumulated deficit (1,812,747) (569,319) (2,097,937)
------------- ------------ -------------

Total shareholders' equity
(deficiency) (572,572) 154,056 (857,762)
------------- ------------- ------------

$ 1,401,692 $ 1,644,821 $1,533,704
============ ============ ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
iGeniSys, Inc. and Subsidiary
Consolidated Statements of Operations

For the three months For the Six Months
Ended September 30, Ended September 30,
---------------------- ---------------------
2000 1999 2000 1999
----- ----- ----- ------
<S> <C> <C> <C> <C>

REVENUES $2,954,576 $3,049,128 $1,689,061 $1,542,924
----------- ----------- ----------- -----------

OPERATING EXPENSES:
Contract costs 1,749,099 1,478,633 729,691 927,748
Research and
development 446,823 453,525 - 196,806
Selling, general
and administra-
tive:
Affiliates 36,000 36,000 18,000 18,000
Other 1,716,818 1,490,149 1,014,072 867,901
Depreciation and
amortization 105,715 57,755 85,115 74,515
----------- ----------- ---------- -----------
4,054,455 3,516,062 1,846,878 2,084,970
----------- ----------- ---------- -----------

OPERATING LOSS (1,099,879) (466,934) (157,817) (542,046)
----------- ----------- ---------- -----------

INTEREST EXPENSE:
Related parties 30,846 29,823 69,168 8,204
Other 112,703 52,486 58,205 44,131
----------- ----------- ---------- -----------

143,549 82,309 127,373 52,335
----------- ----------- ---------- -----------

NET LOSS $(1,243,428) $ (549,243) $ (285,190) $ (594,381)
=========== =========== =========== ===========

BASIC AND DILUTED
LOSS PER COMMON
SHARE $ (.12) $ (.09) $ (.03) $ (.06)
=========== =========== =========== ===========
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES
OUTSTANDING 10,501,815 6,165,715 10,925,025 10,099,640
=========== =========== =========== ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE>
iGeniSys, Inc. and Subsidiary
Consolidated Statements of Shareholders' Equity (Deficiency)
for the Years Ended March 31, 2000 and 1999 and the Six Months Ended
September 30, 2000 (Unaudited)

<TABLE>
<CAPTION>
Class A Class B Addi- Total
Common Stock Common Stock tional Share-
------------------- ---------------- Paid-in Accumulated holders'
Shares Amount Shares Amount Capital Deficit Equity
---------- ------- ------- ------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>

BALANCES, April 1, 1998 4,634,349 $ 4,634 10,000 $ 10 $ 20,456 $ (20,076) $ 5,024

Conversion of notes and
interest payable 2,129,711 2,130 - - 79,605 - 81,735
Common stock issued for
services (Note 8) 742,678 742 - - 34,758 - 35,500
Acquisition of the assets
of Zion Enterprises, Inc.
(Note 1) 976,200 976 - - 64 - 1,040
Common stock issued for
cash 1,472,083 1,472 - - 578,528 - 580,000
Net loss - - - - - (549,243) (549,243)
------------ ------- -------- ------- --------- ---------- ----------

BALANCES, March 31, 1999 9,955,021 9,954 10,000 10 713,411 (569,319) 154,056

Common stock issued for cash 960,004 961 - - 470,839 - 471,800
Expense incurred for issuance
of common stock and options
(Note 8) - - - - 45,000 - 45,000
Net loss - - - - - (1,243,428)(1,243,428)
--------------------------- ------- ----------- ----------- ----------

BALANCES, March 31, 2000 10,915,025 10,915 10,000 10 1,229,250 (1,812,747) (572,572)

Net loss, unaudited - - - - - (285,190) (285,190)
--------------------------- ------- ----------- ----------- ----------

BALANCES, September 30, 2000,
unaudited 10,915,025 $10,915 10,000 $ 10 $ 1,229,250 $(2,097,937) $(857,762)
=================== ======= ========= =========== =========== ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
iGeniSys, Inc. and Subsidiary
Consolidated Statements of Cash Flows

For the Year For the Six Months
Ended March 31, Ended September 30,
------------------ -------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(1,243,428) $ (549,243) $ (285,190) $ (594,381)
Adjustments to
reconcile net loss
to net cash (used
in) provided by
operating activities -
Provision for doubtful
accounts 142,062 79,500 43,100 20,500
Depreciation and
amortization 105,715 57,755 85,115 74,515
Issuance of common stock
as compensation - 35,500 - -
Expense incurred for
issuance of common
stock and options 45,000 - - -
(Increase) decrease in -
Accounts receivable 135,406 (123,543) (125,156) 365,972
Contracts in process 16,708 (79,888) 28,055 65,980
Prepaid expenses and
other assets (8,121) 27,389 2,456 (27,457)
Royalties 55,000 - - -
Increase (decrease) in -
Accounts payable 134,438 113,311 105,626 40,442
Accrued expenses 36,887 173,237 67,926 25,936
Deferred contract
revenue 33,000 - (24,000) -
Management fees
payable, affiliate 36,000 36,000 18,000 18000
Due to affiliate (34,931) (312,482) - (34,931)
----------- ---------- ---------- -------------

Net cash (used in)
provided by
operating
activities (546,264) (542,464) (84,068) (45,424)
----------- ----------- ----------- --------------

CASH FLOWS FROM INVESTING
ACTIVITIES:

Purchases of furniture
and equipment (47,211) (88,013) (10,006) (41,474)
Development costs (91,792) (263,665) (122,436) (19,265)
Purchase of royalties - (70,000) - -
---------- ---------- ---------- -----------

Net cash used in
investing
activities (139,003) (421,678) (132,442) (60,739)
---------- ---------- ---------- -----------

CASH FLOWS FROM FINANCING
ACTIVITIES:
(Repayment of) increase
in bank
overdraft (16,632) (7,305) - 9,398
Repayment of notes
payable, related
party (148,837) - (31,287) -
Proceeds from notes
payable,
related party 307,500 558,355 220,000 -
Increase (decrease) in
line of credit,
net, related party (321,409) (307,946) 627,674 (335,909)
Increase (decrease) in
line of credit,
net 484,692 166,360 (540,731) 287,769
Repayments of obligations
under capital leases (27,209) (26,362) (8,006) (15,316)
Deferred offering costs (53,235) - (37,363) -
Proceeds from issuance
of common
stock 471,800 581,040 - 246,800
----------- --------- ---------- -----------

Net cash provided by
(used in) financing
activities 696,670 964,142 230,277 143,584
----------- ---------- ---------- -----------

INCREASE (DECREASE) IN
CASH AND CASH
EQUIVALENTS 11,403 - 13,767 37,421

CASH AND CASH EQUIVALENTS,
BEGINNING - - 11,403 -
----------- ---------- --------- ------------

CASH AND CASH
EQUIVALENTS
ENDING $ 11,403 $ - $ 25,170 $ 37,421
============ ========== =========== =============

SUPPLEMENTAL
DISCLOSURE
OF CASH FLOW
INFORMATION:

Cash paid for
interest $ 138,836 $ 87,232 $ 87,232 $ 52,335
============ ========== ========== =============

</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

In August 1999, an affiliate's note payable of $91,258 to a bank was assumed
by the Company in exchange for a $91,258 reduction in amounts the Company owed
to the affiliate (Note 2).

Effective March 31, 2000, $35,046 owed to an affiliate was restructured to a
long-term note payable (Note 11).

In August 1998, the Company's major shareholder converted $75,000 of
convertible notes payable plus accrued interest of $6,735 into 2,129,711
shares of the Company's common stock in satisfaction of amounts due.

The accompanying notes are an integral part of these financial statements.

<PAGE>
<PAGE>
iGeniSys, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Years Ended March 31, 2000 and 1999 and the Six Months Ended
September 30, 2000 and 1999 (Unaudited)

1. Organization, Business and Summary of Significant Accounting Policies:

Organization and basis of presentation:

GeniSys Information Systems, Inc. ("GeniSys") is a Colorado corporation
formed on May 1, 1997, and it is the operating subsidiary of iGeniSys, Inc.
(collectively referred to as "the Company"). The Company's primary business
is management consulting in the project management arena and sales and
development of state-of-the-art computerized project management software.
GeniSys also performs ancillary services relating to assisting its customers
in implementing its software and performing independent cost and risk
analyses. Substantially all of the Company's customers are located throughout
the United States.

An independent group of investors formed Zion Enterprises, Inc. ("Zion")
in February 1996 as a Colorado corporation. Zion was formed for the sole
purpose of establishing a widely held company that would subsequently seek a
merger with another entity that desired to merge. Through March 1999, Zion
had no operations or business activity.

In March 1999, Zion acquired all of the outstanding shares of the common
stock of GeniSys in exchange for newly issued shares of Zion, whereby GeniSys'
shareholders received 75% of the outstanding post-merger common stock. Zion
became the parent company of GeniSys through this transaction. As a result of
the transaction, the former officers and directors of GeniSys assumed control
of Zion and changed the name to iGeniSys, Inc. This transaction has been
accounted for as an acquisition of Zion by GeniSys and a recapitalization of
GeniSys. The historical financial statements prior to this transaction are
those of GeniSys as Zion had no significant activities. Also, the equity
accounts of GeniSys have been restated to reflect the exchange ratio of one
GeniSys share for 4.184 Zion shares. All significant intercompany
transactions have been eliminated in consolidation.

Going concern, results of operations and management's plans:

The Company has incurred operating losses since inception due to, among
other factors, expenditures incurred for development of its software products
and efforts to gain market acceptance for such products. These losses have
caused the Company to operate with limited liquidity and have created a
shareholders' deficiency and working capital deficiency of $572,572 and
$933,365, respectively as of March 31, 2000. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans to address the Company's liquidity and operating loss
concerns include:

1. Raising equity funding through private placements and a planned
initial public offering. During the year ended March 31, 2000, the
Company raised approximately $472,000 through private placements
(Note 8). The Company is currently planning an initial public
offering (Note 10).
2. Continued debt financing through related parties or other sources.
Subsequent to March 31, 2000, the Company restructured certain
short-term, related party debt to long-term debt, obtained a line of
credit facility, and issued new long-term debt (Note 11).
3. Continued development and marketing of the Company's software
products. General commercial release of the Company's project
management tracking software, GeniSys Enterprise Manager, occurred
in June 2000.

The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of assets or the amounts of
liabilities that might be necessary should the Company be unsuccessful in
implementing these plans, or otherwise unable to continue as a going concern.

Significant accounting policies:

Contracts in Process - Contracts in process represent the cost of work
performed that has not been billed to the customer.

Furniture and Equipment - Furniture and equipment is stated at cost.
Depreciation, including amortization of capital leases, is provided on the
straight-line method over the shorter of the lease term or estimated useful
lives of the assets, primarily five years.

Development Costs - The Company's software development costs consist
primarily of enhancements and software production costs related to products
for which technological and market feasibility has been established.
Accordingly, such costs are capitalized as incurred. In the years ended March
31, 2000 and 1999 the Company capitalized costs of approximately $92,000 and
$264,000, respectively (approximately $122,000 and $19,000 during the six
months ended September 30, 2000 and 1999, respectively, unaudited).
Amortization of the capitalized cost begins, on a straight-line basis over the
estimated lives of the products, which is generally three years, when the
product is complete. Amortization expense of approximately $46,000 and
$10,000 was recorded related to these costs during the years ended March 31,
2000 and 1999, respectively (approximately $54,000 and $46,000 during the six
months ended September 30, 2000 and 1999, respectively, unaudited).
Capitalization ceases when the product has been completed and the product is
ready for release to our customers. Prior to the establishment of
technological and market feasibility, development costs are expensed. None of
these costs were incurred under contracts with customers. In the years ended
March 31, 2000 and 1999, the Company incurred approximately $447,000 and
$454,000, respectively, for research and development expenses related to
software development (approximately $197,000 during the six months ended
September 30, 1999, none during the six months ended September 30, 2000,
unaudited)

Management assesses the carrying values of its development costs and
other long-lived assets for impairment when circumstances warrant such a
review. Based on its review, management does not believe that any impairment
has occurred as of March 31, 2000 and September 30, 2000 (unaudited).

Deferred Offering Costs - Specific incremental costs incurred in
connection with the Company's initial public offering (Note 10) have been
deferred and will be charged against the gross proceeds of the offering. If
the offering is not successful, the costs will be charged to operations.

Revenue Recognition - Sales of the Company's software products are
recognized when shipped. The Company's revenues from consulting and
implementation services are recognized when the services are performed.
Software maintenance revenues are deferred and recognized over the term of the
related contract.

Income Taxes - Deferred tax assets and liabilities are recorded for the
estimated future tax effects of (a) temporary differences between the tax
basis of assets and liabilities and amounts reported in the balance sheets,
and (b) operating loss and tax credit carryforwards. The overall change in
deferred tax assets and liabilities for the period measures the deferred tax
expense for the period. Effects of changes in enacted tax laws on deferred
tax assets and liabilities are reflected as adjustments to tax expense in the
period of enactment. The measurement of deferred tax assets may be reduced by
a valuation allowance based on judgmental assessment of available evidence if
deemed more likely than not that some or all of the deferred tax assets will
not be realized.

Basic and Diluted Loss per Share - Basic loss per common share is
computed by dividing the net loss by the weighted average number of shares
outstanding during a period. Diluted loss per common share is computed by
dividing the net loss, adjusted on an as if converted basis, by the weighted
average number of common shares outstanding plus potential dilutive
securities. During 2000 and 1999, stock options were not considered in the
calculation, as the impact of the potential common shares would be to decrease
loss per share.

Cash and Cash Equivalents - Cash and cash equivalents include cash and
other highly liquid investments with maturities of three moths or less at the
date of acquisition. Cash equivalents are stated at cost, which approximates
market value.

Reclassifications - Certain amounts previously reported in the 1999
financial statements have been reclassified to conform to the 2000
presentation.

Stock-Based Compensation - Statement of Financial Accounting Standard
("SFAS") No. 123, Accounting for Stock-Based Compensation, allows companies to
choose whether to account for employee stock-based compensation on a fair
value method, or to continue accounting for such compensation under the
intrinsic value method prescribed in Accounting Principles Board Opinion
("APB") No. 25, Accounting for Stock Issued to Employees. The Company has
chosen to account for employee stock-based compensation using APB No. 25.
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the market price of the Company's stock at the date of the grant over
the options' exercise price.

Credit and Other Risk Considerations - The Company's accounts receivable
and contracts in progress subject the Company to credit risk, as collateral is
generally not required. The Company performs credit evaluations of the
financial condition of its customers and maintains allowances for potential
credit losses. In the opinion of management, actual losses and allowances
have been within its expectations. The carrying amount of the Company's
receivables and contracts in progress approximates their fair value.

Revenues from significant customers for the years ended March 31, 2000
and 1999 and the six months ended September 30, 2000 and 1999, consist of the
following:

March 31, September 30,
--------- -------------
2000 1999 2000 1999
---- ---- ---- ----
(unaudited)

<S> <C> <C> <C> <C> <C>
Customer A 40% 30% - 49%
Customer B 11% - - 17%
Customer C 13% 13% - 18%
Customer D - - - 20%
Customer E - 12% - -
Customer F - - - 39%

</TABLE>

Receivables from significant customers as of March 31, 2000 and 1999 and
September 30, 2000 consist of the following:

<S> <C> <C> <C> <C>
Customer A 52% 56% -
Customer D 17% - -
Customer E 10% - -
Customer F - - 22%
Customer G - 10% -

</TABLE>

The Company is subject to risks and uncertainties common to growing
technology-based companies, including rapid technological change, growth and
commercial acceptance of its products, dependence on principal products and
third party technology, new product development, new product introductions and
other activities of competitors, dependence on key personnel, and limited
operating history.

Comprehensive Income - SFAS No. 130, Reporting Comprehensive Income
requires disclosure of comprehensive income which includes certain items
previously not reported in the statement of income, including unrealized gains
and losses on available-for-sale securities and foreign currency translation
adjustments. During the years ended March 31, 2000 and 1999, the Company did
not have any components of comprehensive income to report.

Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions. These estimates and assumptions affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
will be determined based the outcome of future events and could differ from
the estimates.

Fair Value of Financial Instruments - SFAS No. 107, Disclosure about Fair
Value of Financial Instruments, requires the Company to disclose estimated
fair values for its financial instruments, for which it is practicable to
estimate. The fair value of the Company's payables to affiliate and related
parties and the royalties receivable are not practicable to estimate, due to
the related party nature of the underlying transactions. Management believes
that the carrying amounts of the Company's other financial instruments
approximates their fair values primarily because of the short-term maturity of
these instruments.

Estimates are not necessarily indicative of the amount, which could be
realized or would be paid in a current market exchange. The effect of using
different market assumptions and information methodologies may be material to
the estimated fair value amount.

Recent accounting pronouncements:

2. Related party transactions:

Leased facilities:

The Company began sharing office space in Denver, Colorado with its stock
transfer agent, an entity owned by the major shareholder, in October 1999.
The Company leases space under the terms of a month-to-month lease for $1,500
per month plus direct expenses. The Company paid approximately $8,300 and
$9,000 (unaudited) to the entity for the year ended March 31, 2000 and the six
month period ended September 30, 2000, respectively.

Due to affiliate:

During fiscal 2000 and 1999, the Company and an entity controlled by the
Company's chairman of the board, shared employees, common lease space, third
party vendor accounts, and a line of credit. This arrangement ceased during
fiscal 2000. Borrowings on the line of credit arrangement were repaid in May
99 (Note 5). Further, the Company and this related entity borrowed funds on
an unsecured, non-interest-bearing basis from each other, from time to time,
as a cash flow vehicle, not a primary funding source. The Company ceased the
inter-company borrowings in June 1999, once a separate credit agreement was
obtained. In August 1999, the affiliate ceased operating activities and a
note payable of approximately $91,000 with a bank was assumed by the Company
in exchange for a reduction in the amounts due to the affiliate from inter-
company transactions (Note 3). As of March 31, 2000 and 1999, the Company
owed $35,046 and $161,235, respectively, to this related entity for the net
amount of inter-company transactions. At September 30, 2000, the Company owed
$35,046 (unaudited) to the related entity. During the years ended March 31,
2000 and 1999, the maximum net amount payable to the affiliate approximated
$162,000 and $370,000, respectively. Subsequent to March 31, 2000, the
$35,046 was restructured to a long-term note payable (Note 11) and is
classified as a note payable, related party on the accompanying consolidated
balance sheet.

Notes payable:

Notes payable, related parties consist of:

March 31, September 30,
--------------- -------------
2000 1999 2000
---- ---- ----
(unaudited)
<S> <C> <C> <C>

Notes payable, major shareholder;
generally collateralized by a first
lien on software products; interest
at prime rate (8.5% and 7.75% at March
31, 2000 and 1999, respectively);
restructured subsequent to March 31,
2000 and due in July 2001 (Note 11) $102,163 $ 73,000 $ 95,876

Note payable, member of the board of
directors; collateralized by specific
accounts receivable and a second lien
on software products; 15% interest;
originally due in May 2000;
restructured subsequent to March 31,
2000 and now due in December 2000
(Note 11) 70,000 - 70,000

Note payable, subsidiary president;
unsecured; 15% interest; originally
due in June 2000; restructured
subsequent to March 31, 2000 and now
due in December 2000 (Note 11) 30,000 - 7,000

Note payable, shareholder; unsecured;
15% interest; restructured subsequent
to March 31, 2000 and due in July 2001
(Note 11) 29,500 - 29,500

Revolving line of credit factoring
arrangement, major shareholder;
collateralized by specific customer
receivables; interest at the
shareholder's borrowing rate (7.75%
at March 31, 1999); repaid during
fiscal 2000; subsequently reopened
(Note 11) - 321,409 627,674

Due to affiliate; restructured to a
note payable subsequent to March 31,
2000 and due July 2001 (Note 11) 35,046 - 35,046

Note payable, shareholder;
unsecured; 10% interest; due July
2001 - - 200,000
----------- --------- -----------

266,709 394,409 1,065,096
Less current portion 100,000 394,409 1,065,096
----------- --------- -----------

$166,709 $ - $ -
=========== ========== ===========
</TABLE>

Royalties:

Through a series of transactions, the Company acquired the rights to
receive royalty payments of $81,000 from software in which one of Company's
officers has an interest. During the third fiscal quarter 2000, the Company
reached a settlement agreement for $55,000 and expensed the remaining balance.
The Company received the $55,000 in January 2000. The Company has no
continuing interest in the rights to receive royalty payments.

Management fees:

The Company has entered into a month to month management contract for
professional services with an entity controlled by the Company's major
shareholder. The contract provides for management fees of $3,000 per month.
During each of the years ended March 31, 2000 and 1999, the Company charged
$36,000 to expense for fees pursuant to this agreement. As of March 31, 2000
and 1999, $78,000 and $42,000, respectively, are payable under the agreement.

During each of the six month periods ended September 30, 2000 and 1999,
the Company charged $9,000 (unaudited) to expense for fees pursuant to this
agreement. As of September 30, 2000, $96,000 (unaudited) is payable under the
agreement.

3. Note payable, other

The Company has a note payable of $91,258 to a bank at March 31, 2000
($91,258 at September 30, 2000, unaudited). The note bears interest at 6.7%;
eleven payments of $1,500 are due monthly and a balloon payment for all unpaid
principal and interest was originally due August 2000, now is due January 2001
(Note 11). The note is collateralized by a certificate of deposit owned by
the major shareholder.

4. Furniture and equipment:

Furniture and equipment is summarized by major classification as follows
as:

March 31, September 30,
--------- -------------
2000 1999 2000
---- ---- -----
(unaudited)
<S> <C> <C> <C> <C>
Computer equipment $157,389 $148,247 $167,397
Computer software 39,380 10,915 39,380
Furniture and fixtures 48,330 41,839 48,330
--------------- --------

245,099 201,001 255,107
Less accumulated depreciation 110,146 53,642 141,263
------- ------- -------

$134,953 $147,359 $113,844
================ ========

</TABLE>

Equipment includes certain assets under a capital lease obligations (Note
5). As of March 31, 2000 and 1999, the net amount of leased equipment was
approximately $28,000 and $57,000, respectively. As of September 30, 2000,
the net amount of leased equipment was approximately $16,000 (unaudited).

5. Revolving line of credit:

In May 1999, the Company entered into a credit agreement, which is
similar to a factoring arrangement with a financial entity. Under the terms
of the agreement, the Company could obtain financing for 85% of specifically
identified accounts receivable. The Company paid a processing fee for
financing each receivable depending upon the number of days from the funding
date of the advance until the invoice is paid by the customer. In addition,
the Company paid interest on the aggregate amount advanced at a rate equal to
prime rate plus 2%. During the year ended March 31, 2000, the weighted
average interest rate was approximately 10.2%. The receivables were financed
on a full recourse basis and, accordingly, this financial arrangement has been
accounted for as a borrowing. The agreement was terminated by the financial
entity in April 2000. The outstanding balance of $540,731 on this line of
credit was repaid through collections on the factored accounts receivable.
The Company obtained a separate line of credit with its major shareholder
(Note 11).

During the year ended March 31, 1999 the Company and an affiliate were
party to a joint loan and security agreement with a financial institution,
which allowed the companies to borrow up to $750,000 under a revolving line of
credit. The borrowings were secured by a general assignment of accounts
receivable, property and equipment, and software. Under the terms of the
agreement, the Company and related entity co-borrowers were each jointly and
severally liable on the outstanding balance. At March 31, 1999, the Company's
share of this line of credit was $56,039. The credit facility was repaid in
May 1999 by the credit facility described above.

6. Capital lease obligations:

The Company has certain assets under capital lease obligations. The
leases have been recorded using the Company's marginal cost of borrowing at
the time the leases were entered were entered into of 12%. The minimum lease
payments required under the capital leases together with the present value of
the minimum lease payments at March 31, 2000 are as follows:

<S> <C> <C>
2001 $20,052
2002 8,376
2003 8,376
--------

Total minimum lease payments 36,804
Less amount representing
interest 9,913
---------

Present value of future
minimum lease payments 26,891
Less current portion 10,139
---------

Long-term portion $16,752
=========

</TABLE>

Total interest expense related to these capital leases was approximately
$4,700 and $8,200 in 2000 and 1999, respectively.

7. Commitments and contingencies:

The Company leases office space in Houston and Los Angeles under non-
cancelable operating leases that expire through 2002. The leases generally
require the Company to pay for utilities, insurance, property taxes and
maintenance. Rent expense was approximately $115,000 and $110,000 for the
years ended March 31, 2000 and 1999, respectively, and $65,000 and $60,000
(unaudited) for the six month periods ended September 30, 2000 and 1999,
respectively. Future minimum lease payments for the fiscal years ending March
31, are approximately $109,000 (2001), $66,500 (2002), and $22,200 (2003),
respectively.

In June 1999, the Company entered into written employment contracts with
its chief executive officer, president, senior vice president of sales, and
the chief financial officer. These arrangements require aggregate annual
compensation of approximately $418,000, payment of performance bonuses, and
issuance of stock options at the sole discretion of the board of directors.
These compensation levels are consistent with the amounts paid to senior
executives during the year ended March 31, 1999. These agreements are
generally for one-year periods and can be terminated by the employee with a
60-day notice.

During July 2000, the Company was notified by the Internal Revenue
Service of outstanding payroll tax liabilities. Management believes that all
payroll tax liabilities have been paid and that the IRS notice is in error.
The Company has engaged legal counsel to resolve the matter and, if necessary,
will vigorously challenge the IRS position. However, the Company has accrued
$82,000 as of March 31, 2000, pending resolution with the Internal Revenue
Service.

8. Capital stock:

The Company has 50,000,000 shares of $.01 par value preferred stock
authorized, with no shares issued. These shares, when issued, will have
preferences and restrictions as determined by the Company's board of
directors.

The common stock of the Company is divided into Class A and Class B
shares. There are a total of 100,010,000 shares of $.001 par value common
stock authorized with 10,000 being designated as Class B shares. The rights
of Class A and B shares are identical, except that Class B shares may only be
issued to the Company's chairman of the board and chief executive officer (the
"chairman"). Further, Class B shares have the right to elect a majority of
the board of directors and such shares automatically convert to Class A shares
on a one-for-one basis upon the transfer to a person other than the chairman
or entity not controlled directly or indirectly by the chairman.

During fiscal 2000, the Company raised $471,800 from the sale of its
common stock through private placements. The Company issued 960,004 shares of
common stock in connection with these sales. The common stock was sold at
prices ranging from $0.39 to $0.60 per share. The Company granted a warrant
to purchase 125,000 shares the Company's common stock at $0.40 per share as a
financial inducement to investors who purchased common stock at $0.60 per
share. As the $0.40 per share exercise price was below management's estimate
of the market value of the Company's common stock on the date of grant, the
Company recorded expense of $25,000.

In October 1999, the Company issued to certain investors a total of
147,205 Class A Warrants, each exercisable for one-year to purchase a share of
common stock at a price of $1.00 per share. The Class A Warrants expire in
October 2000. The Company may repurchase the warrants if the common shares
underlying the warrants are registered with the Securities and Exchange
Commission and if the public trading price of the Company's common stock has
been more than $2.00 per share for at least ten consecutive trading days. In
such event, holders of the warrants will have a 30-day notice period in which
to exercise these warrants, and any warrants not exercised will be redeemed at
a redemption price of $.01 per share.

In January 2000, the president of the Company's subsidiary, sold 75,000
shares of the Company's common stock, which he owned, to three of the
Company's employees for $0.40 per share, which was below management's estimate
of the market value of the Company's common stock on the date of sale.
Accordingly, this transaction has been accounted for as stock-based employee
compensation and the Company recorded expense of $14,000.

In May 1999, the Company adopted the 1999 Equity Incentive Plan (the
"Plan"), which provides for awards in the form of options, including incentive
stock options (ISOs), non-statutory options (NSOs), stock bonuses, rights to
purchase restricted stock, and stock appreciation rights (SARs). Employees,
directors, consultants and advisors of the Company will be eligible for the
grant of NSO's, stock bonuses, and rights to purchase restricted stock. Only
employees will be eligible for the grant of ISOs and SARs. Under the Plan,
options issued are to generally have exercise prices not less than the fair
value of the Company's common stock. Options generally vest over a nine-year
period. An aggregate of 2,500,000 shares of the Company's common stock is
reserved for issuance under the Plan. During the year ended March 31, 2000,
the Company granted 1,800,000 incentive stock options to employees, of which
430,000 have been forfeited. Management believes that the exercise price of
the options granted to employees was equal to the market value of the
Company's common stock at the date of grant (based on the Company's private
placements of common stock) and, accordingly, no compensation expense has been
recorded.

During the year ended March 31, 2000, the Company granted 120,000 non-
qualified options to directors and consultants at exercise prices equal to
management's estimate of the market and fair values of the Company's common
stock on the date of grant. Additionally, the Company granted 30,000 non-
qualified options to the major shareholder at an exercise price of $0.40 per
share, which was below management's estimate of the market value of the
Company's common stock on the date of grant. Accordingly, this transaction
has been accounted for as stock-based employee compensation and the Company
recorded expense of $6,000.

At March 31, 2000, the Company has granted a total of 1,370,000
incentive stock options at an exercise price of $.40 per share, of which
822,000 options are subject to future vesting, and granted 275,000 non-
qualified options to certain outside directors and consultants exercisable at
$.40 per share. In April 2000, the Company granted 100,000 incentive stock
options at an exercise price of $.60 per share (Note 11).

The following table summarizes the aggregate stock option activity for
the year ended March 31, 2000 and the six months ended September 30, 2000
(unaudited).

Range of
Shares exercise price
<S> <C> <C> <C>

Outstanding at April 1,
1999 - $ -
Granted 1,950,000 0.40
Exercised - -
Forfeited (430,000) 0.40
----------- -------------

Outstanding at March 31,
2000 1,520,000 $ 0.40
Granted (unaudited) 190,000 0.60 - 1.50

Exercised (unaudited) - -
Forfeited (unaudited) - -
------------ --------------

Outstanding at September 30,
2000 (unaudited)0 1,710,000 $ 0.40 - 1.50
============ ==============

</TABLE>

<TABLE>
<CAPTION>
Options
Options outstanding at exercisable at
September 30, 2000 September 30, 2000
---------------------- -----------------
(unaudited) (unaudited)

Weighted
average
remaining
Exercise Number contractual Number
Price outstanding life exercisable
---------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
$0.40-0.60 1,710,000 7 788,000

</TABLE>

Had compensation cost for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates consistent with the
provisions of SFAS No. 123, the Company's net loss and net loss per common
share for the year ended March 31, 2000 would have increased to the pro forma
amounts indicated below:

<S> <C> <C>
Net loss, as reported $(1,243,428)
Net loss, pro forma $(1,270,828)
Net loss per common share, as
reported $ (.12)
Net loss per common share, pro
forma $ (.12)

</TABLE>

The fair value of each option granted during fiscal year 2000 was
estimated on the date of grant using the minimum value method specified by
SFAS No. 123. The following assumptions were utilized:

<S> <C> <C>
Expected dividend yield -
Expected stock price volatility -
Risk-free interest rate 5.8%
Expected life of options 5 years

</TABLE>

In March 1999, and as part of the transaction discussed in Note 1, new
investors in Zion loaned GeniSys $580,000, at 10% interest, on a temporary
basis while the documents of the stock purchase were being completed. Prior
to March 31, 1999, loan holders converted the temporary loans of $580,000 into
1,472,083 shares of stock in the Company. Due to the intent of the Company
and investors, this transaction has been accounted for as a sale of stock for
cash in the accompanying financial statements.

In April 1998, the Company agreed to issue 742,678 shares of Class A
common stock to two senior officers of the Company. The Company recorded
compensation expense of $35,500, based on management's estimate of the fair
value of the common stock.

Income taxes:

At March 31, 2000, the Company's deferred tax assets are as follows:

<S> <C> <C>
Operating loss carry forward $ 466,000
Deferred tax assets valuation
allowance (466,000)
-----------------
$ -
=================

</TABLE>

The Company has net operating loss carry forwards of approximately
$1,372,000 as of March 31, 2000, to offset future taxable income, if any.
Such net operating losses begin to expire in fiscal years 2018 through 2020.
The net operating loss carry forwards may be subject to certain limitations
due to the reverse acquisition of Zion. As of March 31, 2000, the Company has
provided a 100% valuation allowance for the deferred tax asset relating to
such net operating losses because it could not be determined that it was more
likely than not that the deferred tax asset would be realized through future
earnings. The Company's other deferred tax items are not significant.

10. Proposed Public Offering

The Company has filed a registration statement with the Securities and
Exchange Commission for the initial public offering of its common stock. The
Company plans to sell up to 1,500,000 shares of common stock for a proposed
offering price of approximately $1.00 per share.

11. Subsequent Events:

a. Related party transactions:

In April 2000, the Company obtained $20,000 in exchange for a note
payable from its major shareholder. The note bears interest at 15% per annum
and is due October 2000. This note was repaid.

In May 2000, the Company entered into a revolving line of credit
factoring arrangement ("Credit Agreement") with its major shareholder.
Under the terms of this agreement, which are similar to a factoring
arrangement, the Company is able to obtain financing for 85% of specific
accounts receivable up to $750,000. The Company pays a processing fee for
financing each receivable depending upon the number of days from the funding
of the advance until that invoice is paid by the customer. In addition, the
Company pays interest on the total amount advanced at a rate equal to the
prime rate plus 2%. The receivables are financed on a full recourse basis
and, accordingly, the Credit Agreement is accounted for as a borrowing. The
agreement can be terminated with 30 days notice after certain events are met.
The agreement matures in May 2001. At September 30, 2000, the outstanding
balance due under the Credit Agreement was $627,674.

In April 2000, the major shareholder and the Company entered into a $750,000
line of credit agreement with a bank. The line of credit bears interest at
the Wall Street Journal prime rate plus 1/2% (9.5% at inception). Interest is
due monthly and the line matures in April 2001. At September 30, 2000, the
major shareholder had borrowed $746.759 under the line, of which $627,674 was
advanced to the Company under the Credit Agreement. As co-signer on the bank
line of credit agreement, the Company is contingently liable for the $631,359
of borrowings made by the major shareholder. However, the major shareholder
has agreed to apply payments received under the Credit Agreement, net of fees,
interest and other charges, to the repayment of the bank line of credit, and
to indemnify the Company to the extent of all borrowings made by the major
shareholder under the bank line of credit.

Effective July 2000, the Company restructured some of its related party debt
arrangements and issued new notes payable of $29,500, and $35,046 to a
shareholder and an affiliate, respectively, in satisfaction of notes payable
as discussed in Note 2. The notes bear an interest at 10%, compounded semi-
annually, and are due July 2001.

Subsequent to March 31, 2000, the Company restructured its $30,000 related
party debt with the subsidiary president and its $70,000 related party note
payable with a member of the board of directors by extending the maturity
dates to December 2000. All other terms and conditions of the notes remain
the same. The balance on the note payable with the subsidiary president at
September 30, 2000 is $7,000 (unaudited).

Also effective July 2000, the Company restructured $102,163 of notes payable
due to the major shareholder and issued a convertible note for $102,163. At
September 30, 2000 the balance on this note is $95,876 (unaudited). During
the six months ended September 30, 2000, the Company issued a convertible note
for $200,000 to another shareholder in exchange for cash. These notes bear
interest at 10%, compounded semi-annually, and are due July 2001. At any time
beginning one year from the date of the notes, the holders have the option to
convert all or a portion of the outstanding principal and any accrued interest
into shares of the Company's common stock at a price of $.50 per share. A
beneficial conversion feature, representing the "in the money portion" of the
convertible notes at the date of issuance, will be recognized as a discount on
the notes and an increase to additional paid-in capital. The discount will be
amortized to interest expense over the term of the respective notes.

b. Incentive stock options:

In April 2000, in accordance with the Company's 1999 Equity Incentive
Plan, the Company granted 100,000 incentive stock options at an exercise price
of $0.60 per share. Management believes that the exercise price of the
options granted to employees was equal to the market value of the Company's
common stock at the date of grant (based on the Company's private placements
of common stock) and, accordingly, no compensation expense has been recorded.

c. Non-qualified stock options (unaudited):

In August 2000, the Company granted 90,000 non-qualified stock options to
certain outside directors, at an exercise price of $1.50 per share.

d. Note payable, other (unaudited):

The Company's note payable to a bank was renewed in August 2000. The
note bears interest at 7.39% and is due in January 2001. All other terms and
conditions on the note remain the same.

<PAGE>
<PAGE>
==============================================================================

You should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus is not an offer to sell common
stock and is not soliciting an offer to buy common stock in any state where
the offer or sale is not permitted.

iGeniSys, Inc.

1,500,000 Shares of Class A Common Stock

_________________, 2000

==============================================================================

Until ___________, 2000 (90 days after the
date of this prospectus), all dealers effecting
transactions in the shares offered by this pro-
spectus - whether or not participating in the
offering - may be required to deliver a copy
of this prospectus. Dealers ;may also be
required to deliver a copy of this prospectus
when acting as underwriters and for their
unsold allotments or subscriptions.

TABLE OF CONTENTS
Page

Prospectus Summary 2
Risk Factors 5
Forward-Looking Statements 11
Use of Proceeds 12 ____________________________
Dividend Policy 13
Capitalization 14 Prospectus
Dilution 15
Certain Market Information 17 ____________________________
Management Discussion 19
Business 24
Management 34
Certain Transactions 42 ___________, 2000
Principal Stockholders 45
The Company Offering 47
Description of Securities 48
Legal Matters 49
Experts 49
Available Information 50

<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

Prospectus

iGeniSys, Inc.
2,955,291 Shares of Class A Common Stock

This is an offering of shares of the Class A common stock of iGeniSys, Inc. by
persons who were issued shares of our Class A common stock in prior
transactions.

At the same time that this offering will begin, we are offering an additional
1,500,000 shares of our Class A common stock to the public.

Investing in our common stock involves a high degree of
risk. You should read the "Risk Factors" beginning on
Page 5.

The date of this prospectus is __________, 2000

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

About The Offering

* This is an offering of shares of our Class A common stock by persons who
were issued shares of our Class A common stock. We refer to these
persons as selling shareholders in this prospectus. We are registering
the Class A common stock covered by this prospectus in order to fulfill
obligations we have under agreements with the selling shareholders.

* The selling shareholders may offer their shares from time to time either
in privately negotiated transactions and, if a public trading market
develops for our common stock, then in public market transactions.

* We will not receive any proceeds from the sale of shares by the selling
shareholders.

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

Dilution

[Deleted]

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

Selling Shareholders and Plan of Distribution

This prospectus relates to the resale of shares of common stock by the
selling shareholders set forth below. None of the selling shareholders have
had any material relationship within the past three years with us, or any of
our predecessors or affiliates, except as specifically noted.

Except as noted in the tables below, within the past three years none of
the selling shareholders have held any position or office with us; or entered
into a material relationship with us.

There is no assurance that the selling shareholders will sell the
warrants or shares offered by this prospectus.

The following table sets forth:

- The name of each of the selling shareholders;

- The number of shares of our common stock owned by each of them as of
November 1, 2000;

- The number of shares offered by this prospectus that may be sold
from time to time by each of them;

- The number of shares of our common stock that will be beneficially
owned by each of them if all of the shares offered by them are sold;

- The percentage of the total shares outstanding that will be owned by
each of them at the completion of this offering, if the shareholder
sells all of the shares included in this prospectus.

In the following table, we have calculated percentage ownership by assuming
that all shares of common stock which the selling shareholder has the right to
acquire within 60 days from the date of this prospectus upon the exercise of
options, warrants, or convertible securities are outstanding for the purpose
of calculating the percentage of common stock owned by such selling
shareholder.

Shares Shares
Beneficially Owned Shares Beneficially Owned
As of Offering Date Offered After Offering
Name
of Beneficial Owner Number Percent(1) NumberNumberPercent(1)(2)
<S> <C> <C> <C> <C> <C>
E. Barry Mansur(7)664,594 2.4% 126,904 137,690 1.0%

Van D. Hipp, Jr.(8)27,919 .3% 25,381 2,538 0%

Summer Breeze,
LLC(9) 28,494 .3% 25,904 2,590 0%

Earnest Mathis IRA
Rollover(10) 18,594 .2% 16,904 1,690 0%

AMN Investments,
Ltd. 63,452 1.3% 63,452 0 0%

Gulfstream 558,375 5.1% 507,614 50,761 .4%
Financial
Partners,
LLC(3)(11)

Gregory Pusey (12) 96,850 .9% 88,405 8,445 .1%

Cambridge Holdings,
Ltd.(13) 167,612 1.5% 146,552 21,054 .1%

Jill Pusey C/F 21,256 .2% 21,256 0 0%
Christopher Pusey,
UGTMA

Jill Pusey C/F 30,590 .3% 30,590 0 0%
Jacqueline Pusey,
UGTMA

Sally Rogers(3)(14)69,797 .6% 63,452 6,345 .1%

Mark M. King(5)(15)69,797 .6% 63,452 6,345 .1%

Bruce Rogers and 41,878 .4% 38,071 3,807 0%
Sally Rogers,
JTWROS(4)(16)

William M.
Bell(6)(17) 91,878 .9% 38,071 83,807 .5%

Alfred O.
Brehmer(18) 69,797 .6% 63,452 6,345 .1%

Milton Herson(19) 13,959 .1% 12,690 1,269 0%

Michael Herson(20) 27,919 .3% 25,381 2,538 0%

Henry Fong(21) 684,008 6.0% 59,666 116,728 .8%

Norman Brownstein 35,381 .2% 25,381 10,000 0%

L.F.S. No. 1 LLC 35,381 .2% 25,381 10,000 0%

Jennings D. Bell,
Jr. 50,761 .5% 50,761 0 0%

Michael Smith 150,761 1.4% 50,761 100,000 .8%

Iris Smith 50,761 .5% 50,761 0 0%

Wayne Mills 200,000 1.8% 200,000 0 0%

DFG Capital Corp. 48,202 .2% 19,035 29,167 .2%

Kleopatra
Georgiades 29,357 .3% 12,690 16,667 .1%

Helene Abrahams 350 nil 350 0 0%

Marshall Abrahams 350 nil 350 0 0%

Gary Agron 257,313 2.4% 257,313 0 0%

Janice Puder Agron 41,020 0.4% 41,020 0 0%

Elaine Asarch 350 nil 350 0 0%

Richard Asarch 350 nil 350 0 0%

Asian Pacific
Industries Ltd. 350 nil 350 0 0%

Brenda S. Bagg 350 nil 350 0 0%

Gerald A. Bagg 350 nil 350 0 0%

Douglas C. Ball 350 nil 350 0 0%

Milton H. Barbarosh 350 nil 350 0 0%

Ricki Barbarosh 350 nil 350 0 0%

James D. Beatty 350 nil 350 0 0%

Susan Elliot Beatty 350 nil 350 0 0%

Gerald M. Berenstein 350 nil 350 0 0%

Kathy Berenstein 350 nil 350 0 0%

Andrew N. Bernstein 350 nil 350 0 0%

Barbara V. Bernstein 350 nil 350 0 0%

Mitchell H. Bernstein 350 nil 350 0 0%

Angela Bortoluzzi 350 nil 350 0 0%

Eugene Bortoluzzi 350 nil 350 0 0%

Bruce W Breitweiser 350 nil 350 0 0%

Jeannie W. Breitweiser350 nil 350 0 0%

Arna K. Campbell 350 nil 350 0 0%

Roger R. Campbell 350 nil 350 0 0%

Capital General
Corporation Limited 350 nil 350 0 0%

Robert Carrier 350 nil 350 0 0%

Ben Casale 350 nil 350 0 0%

Christina Casale 350 nil 350 0 0%

John E. Cathcart 350 nil 350 0 0%

Ki Wai Chan 350 nil 350 0 0%

Ting Sun Chang 350 nil 350 0 0%

Barbara F. Chapman 350 nil 350 0 0%

Jay H. Chapman 350 nil 350 0 0%

Jiansi Chen 350 nil 350 0 0%

Andrew Chu 350 nil 350 0 0%

Kwok Fu Chu 350 nil 350 0 0%

Yin Kam Chu 350 nil 350 0 0%

Naomi R. Cohn 350 nil 350 0 0%

Rennei K. Coleman 350 nil 350 0 0%

Robert J. Coleman 350 nil 350 0 0%

David L. Cove 350 nil 350 0 0%

Jack R. Daugherty 350 nil 350 0 0%

Shelley F. Daugherty 350 nil 350 0 0%

Joseph F. Demeo 350 nil 350 0 0%

Mary Jean Demeo 350 nil 350 0 0%

Ernest DuFresne 350 nil 350 0 0%

James Eller 18,000 0.2% 18,000 0 0%

Joanne Ernsten 350 nil 350 0 0%

Heather Evans 350 nil 350 0 0%

H. Thomas Fehn 350 nil 350 0 0%

Monica R. Fehn 350 nil 350 0 0%

John E. Fitzpatrick 350 nil 350 0 0%

Suzanne Fitzpatrick 350 nil 350 0 0%

Five Oaks Investment
Corp. 350 nil 350 0 0%

Wayne Fletcher 350 nil 350 0 0%

Carolyn Fong 350 nil 350 0 0%

Chris Freeman 350 nil 350 0 0%

Maria Freeman 350 nil 350 0 0%

Jeffrey Frieldand 350 nil 350 0 0%

Penelope S. Gallagher 350 nil 350 0 0%

William J. Gallagher 350 nil 350 0 0%

Anthony P. Gargiulo 350 nil 350 0 0%

Marcia A. Gargiulo 350 nil 350 0 0%

Gary E. Keogh 700 nil 700 0 0%

Judith H. Geller 350 nil 350 0 0%

Richard A. Geller 350 nil 350 0 0%

GM/CM Family
Partners Ltd 280,002 2.6% 280,002 0 0%

Kimberly K. Gollehon 350 nil 350 0 0%

Ronald D. Gollehon 350 nil 350 0 0%

Wendy Avra Gordon 350 nil 350 0 0%

Zachary T. Gordon 350 nil 350 0 0%

Caryljo M. Greenblatt 350 nil 350 0 0%

Phill D. Greenblatt 350 nil 350 0 0%

Gregory Pusey
Investments 3,366 nil 3,366 0 0%

Ian Gunn 350 nil 350 0 0%

Michele Gunn 350 nil 350 0 0%

Gary Gutterman 350 nil 350 0 0%

Sheila M. Gutterman 350 nil 350 0 0%

Harris Trust Dtd 350 nil 350 0 0%
8/22/94 Robert
Allen Strahl Trustee

Kathy Hartzler 500 nil 500 0 0%

Deborah Hattoy-
Londelius 350 nil 350 0 0%

John Hickey 350 nil 350 0 0%

Marsha Hillhouse 350 nil 350 0 0%

Matthew Hillhouse 350 nil 350 0 0%

Anne Marie Janssens-
Lens 350 nil 350 0 0%

Paul F Janssens-Lens 350 nil 350 0 0%

John Epert Family Trust350 nil 350 0 0%

Leys Johnston-Koyle 350 nil 350 0 0%

Jeffrey E. Kahler 350 nil 350 0 0%

Joshua S. Kanter 350 nil 350 0 0%

Linda B. Kaufmann 350 nil 350 0 0%

Thomas A. Kaufmann 350 nil 350 0 0%

Brian Kelley 350 nil 350 0 0%

Jack D. Kelley 350 nil 350 0 0%

Jane A. Kelley 350 nil 350 0 0%

Teresa M. Kelley 350 nil 350 0 0%

Mary Kilgore 350 nil 350 0 0%

Raymond Kilgore 350 nil 350 0 0%

Cynthia Kirby 350 nil 350 0 0%

Gerald Kirby 350 nil 350 0 0%

Lisa A. Kirby 350 nil 350 0 0%

Michael Kirby 350 nil 350 0 0%

Michael Kleinman 350 nil 350 0 0%

W. Koyle 350 nil 350 0 0%

Janet A. Kritzer 350 nil 350 0 0%

Stuart A. Kritzer 350 nil 350 0 0%

Dave Lageschulte 350 nil 350 0 0%

Noel Langdon 350 nil 350 0 0%

Mrs. Noel Langdon 350 nil 350 0 0%

Bernard Laurent 350 nil 350 0 0%

Corinne Laurent 350 nil 350 0 0%

Jill A. Lee 350 nil 350 0 0%

Herbert I. Lee 350 nil 350 0 0%

Alan J. Levin DDS 350 nil 350 0 0%

Cynthia L. Levin 350 nil 350 0 0%

John T. Lisenby 350 nil 350 0 0%

Mary Jane Lisenby 350 nil 350 0 0%

John Londelius 350 nil 350 0 0%

Patricia Lorenz 350 nil 350 0 0%

Chi Ting Lui 350 nil 350 0 0%

Luen Hing Lui 350 nil 350 0 0%

Michael Lupynec 350 nil 350 0 0%

Stephanie Lupynec 350 nil 350 0 0%

Neil G. Macey 350 nil 350 0 0%

Sharon Marks 350 nil 350 0 0%

Stanley Marks 350 nil 350 0 0%

David K. Marshall 350 nil 350 0 0%

Janet M. Marshall 350 nil 350 0 0%

Earnest Mathis 350 nil 350 0 0%

Mathis Family
Partners, Ltd.,
a Partnership 269,451 2.5% 269,451 0 0%

Jessie Mathis 350 nil 350 0 0%

Don E. Montague 350 nil 350 0 0%

Betty J. Morey 22,843 0.2% 22,843 0 0%

Richard S Morey 22,843 0.2% 22,843 0 0%

Gary A. Mosko 63,802 0.6% 63,802 0 0%

Paula L. Mosko 350 nil 350 0 0%

Leslie L. Neadeau 350 nil 350 0 0%

Jeane Hays Nerlino 350 nil 350 0 0%

Vincent Nerlino 350 nil 350 0 0%

Paul Newland 350 nil 350 0 0%

Po Ming Ng 350 nil 350 0 0%

Gertrude R. Nittler 350 nil 350 0 0%

Roger J. Nittler 350 nil 350 0 0%

Noraminter Holdings
Limited 350 nil 350 0 0%

Kurt Ohlson 350 nil 350 0 0%

Tam Ohlson 350 nil 350 0 0%

868982 Ontario Inc. 350 nil 350 0 0%

932027 Ontario Inc. 350 nil 350 0 0%

Carol R. Paderski 350 nil 350 0 0%

David R. Paderski 350 nil 350 0 0%

Fong Nei Pak 350 nil 350 0 0%

C.K.C. Partners 350 nil 350 0 0%

Stuart W. Pattison 350 nil 350 0 0%

Gary B. Peterson 350 nil 350 0 0%

Gordon E. Peterson 350 nil 350 0 0%

Dana L. Phillips 350 nil 350 0 0%

Ramon D. Phillips 350 nil 350 0 0%

C.R. Plaxton 350 nil 350 0 0%

Gail E. Ploen 350 nil 350 0 0%

Jeff P. Ploen 350 nil 350 0 0%

Annette Pluss 350 nil 350 0 0%

Richard G. Pluss 350 nil 350 0 0%

Jeffrey B. Preitauer 350 nil 350 0 0%

Michelle Preitauer 350 nil 350 0 0%

Christopher Pusey 350 nil 350 0 0%
c/o Greg Pusey

Gregory Pusey 350 nil 350 0 0%

Jill Pusey 350 nil 350 0 0%

Adam Radley 350 nil 350 0 0%

Pamela S. Randall 350 nil 350 0 0%

Richard Randall 350 nil 350 0 0%

Gisela Ratcliff 350 nil 350 0 0%

Richard Ratcliff 350 nil 350 0 0%

Debra S Rhoads 350 nil 350 0 0%

Mitchell E. Rhoads 350 nil 350 0 0%

A. J. Robbins 350 nil 350 0 0%

Barbara J. Robbins 350 nil 350 0 0%

John Robertson 350 nil 350 0 0%

Shane XG Rodgers 350 nil 350 0 0%

Danielle L. Rosendahl 350 nil 350 0 0%

Steven F. Rosendahl 350 nil 350 0 0%

Len Rothstein 350 nil 350 0 0%

Dan Rudden 350 nil 350 0 0%

Peg Rudden 350 nil 350 0 0%

Martha H. Rudman 350 nil 350 0 0%

Ronald L Rudman 350 nil 350 0 0%

Salomon Smith Barney
Inc 350 nil 350 0 0%

Barry Schechter 350 nil 350 0 0%

Suzanne Schechter 350 nil 350 0 0%

John W. Scherer 350 nil 350 0 0%

Edward Schlauch 350 nil 350 0 0%

Janice Schneider 350 nil 350 0 0%

Richard Schneider 350 nil 350 0 0%

Chester P. Schwartz 350 nil 350 0 0%

Louise S. Schwartz 350 nil 350 0 0%

Adele A. Seger 350 nil 350 0 0%

Chad Seger 350 nil 350 0 0%

Shaneko Investment
Corporation 350 nil 350 0 0%

Jeanette I. Shaw 350 nil 350 0 0%

Jerry L. Shaw 350 nil 350 0 0%

Douglas Shields 350 nil 350 0 0%

Mary D. Silleck 350 nil 350 0 0%

R. Hayden Silleck 350 nil 350 0 0%

Dalia Silverman 29,356 nil 12,690 16,666 .1%

Beverle A. Skufca 350 nil 350 0 0%

William Skufca 350 nil 350 0 0%

Martha Sue Sloven 350 nil 350 0 0%

Sam S. Sloven 350 nil 350 0 0%

Snoflake Limited 350 nil 350 0 0%

Stewart Somers 350 nil 350 0 0%

Izzy Sonenreich 350 nil 350 0 0%

Peri G. Sonenreich 350 nil 350 0 0%

Terry J. Spencer 12,690 0.1% 12,690 0 0%

Tak Wing Tang 350 nil 350 0 0%

Wai Tang 350 nil 350 0 0%

Tak Wing Tang 350 nil 350 0 0%

Wai Tang 350 nil 350 0 0%

Yui Tang 350 nil 350 0 0%

Yuk Heung Tang 350 nil 350 0 0%

Yuk Sun Tang 350 nil 350 0 0%

Allan Taylor 350 nil 350 0 0%

Mrs. Allan Taylor 350 nil 350 0 0%

Sany Then 350 nil 350 0 0%

Dirk Tinley 350 nil 350 0 0%

Sian Piek Tjoe 350 nil 350 0 0%

U S Bank National
Assoc C/FBO 16,904 0.2% 16,904 0 0%

Vilacon Corporation
Pty, Ltd. 350 nil 350 0 0%

Wayne F. Vuolo 350 nil 350 0 0%

Suk Fan Wai 350 nil 350 0 0%

Donald Wasko 350 nil 350 0 0%

Joanne Wasko 350 nil 350 0 0%

Melvin Wedgle 350 nil 350 0 0%

Mark Weiss 350 nil 350 0 0%

Ingrid E. Whitney 350 nil 350 0 0%

Mary J Wilk 350 nil 350 0 0%

Brenda C. Winter 350 nil 350 0 0%

Richard L Winter 350 nil 350 0 0%

Kenneth J. Wolf 350 nil 350 0 0%

Chi Shing Wong 350 nil 350 0 0%

Kin Wong 350 nil 350 0 0%

Suet Ying Yau 350 nil 350 0 0%

Man Suet Yuen 350 nil 350 0 0%

David E. Zimmerman 350 nil 350 0 0%

Twila K. Zimmerman 350 nil 350 0 0%

Gail R. Zucker 350 nil 350 0 0%

Evan M. Zuckerman 350 nil 350 0 0%
_____________________

</TABLE>

(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the date of this prospectus, or
within 60 days of such date, are treated as outstanding when determining
the percent of the class owned by such individual and when determining
the percent owned by the group.

(2) Assumes the sale of the 1,500,000 share maximum in this offering.

(3) Henry Fong, a Director of the Company, would be deemed a beneficial owner
of shares held of record by Gulfstream Financial Partners, LLC by virtue
of his ability to exercise shared power to vote and dispose of such
shares.

(4) Sally K. Rogers is Carylyn K. Bell's sister and J. Daniel Bell's sister-
in-law.

(5) Mark M. King is Carylyn K. Bell's brother and J. Daniel Bell's brother-
in-law.

(6) William M. Bell is J. Daniel Bell's son.

(7) Includes warrants exercisable for one year to purchase 137,690 additional
shares of common stock at an exercise price of $1.00 per share.

(8) Includes warrants exercisable for one year to purchase 2,538 additional
shares of common stock at an exercise price of $1.00 per share.

(9) Includes warrants exercisable for one year to purchase 2,590 additional
shares of common stock at an exercise price of $1.00 per share.

(10) Includes warrants exercisable for one year to purchase 1,690 additional
shares of common stock at an exercise price of $1.00 per share.

(11) Includes warrants exercisable for one year to purchase 50,761 additional
shares of common stock at an exercise price of $1.00 per share.

(12) Includes warrants exercisable for one year to purchase 3,807 additional
shares of common stock at an exercise price of $1.00 per share.

(13) Includes warrants exercisable for one year to purchase 14,655 additional
shares of common stock at an exercise price of $1.00 per share.

(14) Includes warrants exercisable for one year to purchase 6,345 additional
shares of common stock at an exercise price of $1.00 per share.

(15) Includes warrants exercisable for one year to purchase 6,345 additional
shares of common stock at an exercise price of $1.00 per share.

(16) Includes warrants exercisable for one year to purchase 3,807 additional
shares of common stock at an exercise price of $1.00 per share.

(17) Includes warrants exercisable for one year to purchase 3,807 additional
shares of common stock at an exercise price of $1.00 per share.

(18) Includes warrants exercisable for one year to purchase 6,345 additional
shares of common stock at an exercise price of $1.00 per share.

(19) Includes warrants exercisable for one year to purchase 1,269 additional
shares of common stock at an exercise price of $1.00 per share.

(20) Includes warrants exercisable for one year to purchase 2,538 additional
shares of common stock at an exercise price of $1.00 per share.

(21) Henry Fong is a director of the Company. Shares include options to
purchase 60,000 and warrants to purchase 5,967 shares of additional
common stock at an exercise price of $1.00 per share. Also includes
558,375 shares owned of record by Gulfstream Financial Partners, LLC.

The selling shareholders are offering shares of our common stock which
were issued to them in prior transactions or are issuable upon exercise of
outstanding warrants to purchase shares of our common stock. Of the shares
being offered:

* 1,472,083 shares were issued to the selling shareholders upon
conversion of a total of $580,000 in bridge loans which the
selling shareholders had made to our subsidiary. In our
agreement to acquire the subsidiary, we agreed to register the
common stock in order to induce the selling shareholders to
convert their outstanding debt.

* 976,250 of the shares were issued to our original shareholders
when we were first organized.

* The remaining shares being offered by the selling shareholders
were purchased by them in a private offering which we made in
September and October 1999 or are issuable upon exercise of
warrants issued in those private offerings. Investors in those
offerings were given registration rights as part of their
agreement to invest. We are not registering the resale of any
warrants held by any selling shareholders.

We have agreed to indemnify the selling shareholders against specified
liabilities including liabilities under the Securities Act in connection with
their offering. The selling shareholders have agreed to indemnify us and our
directors and officers, as well as any persons controlling our company,
against certain liabilities, including liabilities under the Securities Act.

We will pay all expenses to register the shares, except that the selling
shareholders will pay any underwriting and brokerage discounts, fees and
commissions, specified attorneys' fees and other expenses to the extent
applicable to them.

Selling shareholders who are affiliates of iGeniSys have agreed not to
sell any of their shares until iGeniSys has terminated its offering. These
persons include Henry Fong and Gulf Stream Financial Partners. We do not
intend to develop a public trading market for our common stock until our
offering has been terminated.

Selling shareholders may sell their shares of common stock either
directly or through a broker-dealer or other agent at prices related to
prevailing market prices, if a public trading market develops and exists, or
negotiated prices, in one or more of the following kinds of transactions:

* Transactions in the over-the-counter market if a public trading
market develops;

* A block trade in which a broker or dealer will attempt to sell
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction.

* Purchases by a broker or dealer as principal and resale by a broker
or dealer for its account.

* Ordinary brokerage transactions and transactions in which a broker
solicits a buyer.

* In privately negotiated transactions not involving a broker or
dealer.

Broker-dealers or agents may purchase shares directly from a selling
shareholder or sell shares to someone else on behalf of a selling shareholder.
Broker-dealers may charge commissions to both selling shareholders selling
common stock, and purchasers buying shares sold by a selling shareholders. If
a broker buys shares directly from a selling shareholder, the broker may
resell the shares through another broker, and the other broker may receive
compensation from the selling shareholder for the resale.

To the extent required by laws, regulations or agreements we have made,
we will use our best efforts to file a prospectus supplement during the time
the selling shareholders are offering or selling shares covered by this
prospectus in order to add or correct important information about the plan of
distribution for the shares.

In addition to any other applicable laws or regulations, selling
shareholders must comply with regulations relating to distributions by selling
shareholder, including Regulation M under the Securities Exchange Act of 1934,
as amended. Regulation M prohibits selling shareholders from offering to
purchase or purchasing our common stock at certain periods of time surrounding
their sales of shares of our common stock under this prospectus.

Some states may require that registration, exemption from registration or
notification requirements be met before selling shareholder may sell their
common stock and warrants. Some states may also require selling shareholder
to sell their common stock only through broker-dealers.

<PAGE>
<PAGE>
[Alternate Page for Selling Shareholders' Prospectus]

==============================================================================

iGeniSys, Inc.

2,955,291 Shares of Class A Common Stock

_________________, 2000

=============================================================================

Table of Contents

Page

Prospectus Summary 2
Risk Factors 5
Forward-Looking Statements 11
Use of Proceeds 12
Dividend Policy 13
Capitalization 14
Certain Market Information 17 ____________________________
Management Discussion 19
Business 24
Management 34 Prospectus
Certain Transactions 42
Principal Stockholders 45 ____________________________
Selling Shareholders and Plan of
Distribution 56
Description of Securities 48
Legal Matters 49 ___________, 2000
Experts 49
Available Information 50

<PAGE>
<PAGE>
PART II

Information Not Required in Prospectus

Item 24. Indemnification of Directors and Officers.

The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officers of the
Registrant is insured or indemnified in any manner against any liability which
he may incur in his capacity as such, is as follows:

Sections 7-109-101 through 7-109-110 of the Colorado Corporation Code
provide as follows:

7-109-101. Definitions. As used in this article:

(1) "Corporation" includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction.

(2) "Director" means an individual who is or was a director of a corporation
or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner,
trustee, employee, fiduciary, or agent of another domestic or foreign
corporation or other person or of an employee benefit plan. A director
is considered to be serving an employee benefit plan at the corporation's
request if his or her duties to the corporation also impose duties on, or
otherwise involve services by, the director to the plan or to
participants in or beneficiaries of the plan. "Director" includes,
unless the context requires otherwise, the estate or personal
representative of a director.

(3) "Expenses" includes counsel fees.

(4) "Liability" means the obligation incurred with respect to a proceeding to
pay a judgment, settlement, penalty, fine, including an excise tax
assessed with respect to an employee benefit plan, or reasonable
expenses.

(5) "Official capacity" means, when used with respect to a director, the
office of director in a corporation and, when used with respect to a
person other than a director as contemplated in section 7-109-107, the
office in a corporation held by the officer or the employment, fiduciary,
or agency relationship undertaken by the employee, fiduciary, or agent on
behalf of the corporation. "Official capacity" does not include service
for any other domestic or foreign corporation or other person or employee
benefit plan.

(6) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

7-109-102. Authority to indemnify directors.

(1) Except as provided in subsection (4) of this section, a corporation may
indemnify a person made a party to a proceeding because the person is or
was a director against liability incurred in the proceeding if:

(a) The person conducted himself or herself in good faith; and

(b) The person reasonable believed:

(I) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's
best interests; and

(II) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and

(c) In the case of any criminal proceeding, the person had no reasonable
cause to believe his or her conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in or beneficiaries of the plan is conduct that satisfies
the requirement of subparagraph (II) of paragraph (b) of subsection (1)
of this section. A director's conduct with respect to an employee
benefit plan for a purpose that the director did not reasonably believe
to be in the interests of the participants in or beneficiaries of the
plan shall be deemed not to satisfy the requirements of paragraph (a) of
subsection (1) of this section.

(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not,
of itself, determinative that the director did not meet the standard of
conduct described in this section.

(4) A corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or

(b) In connection with any other proceeding charging that the director
derived an improper personal benefit, whether or not involving
action in an official capacity, in which proceeding the director was
adjudged liable on the basis that he or she derived an improper
personal benefit.

(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

7-109-103. Mandatory indemnification of directors. Unless limited by its
articles of incorporation, a corporation shall indemnify a person who was
wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the person was a party because the person is or was a
director, against reasonable expenses incurred by him or her in connection
with the proceeding.

7-109-104. Advance of expenses to directors.

(1) A corporation may pay for or reimburse the reasonable expenses incurred
by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:

(a) The director furnishes to the corporation a written affirmation of
the director's good faith belief that he or she has met the standard
of conduct described in section 7-109-102;

(b) The director furnishes to the corporation a written undertaking,
executed personally or on the director's behalf, to repay the
advance if it is ultimately determined that he or she did not meet
the standard of conduct; and

(c) A determination is made that the facts then known to those making
the determination would not preclude indemnification under this
article.

(2) The undertaking required by paragraph (b) of subsection (1) of this
section shall be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability
to make repayment.

(3) Determinations and authorizations of payments under this section shall be
made in the manner specified in section 7-109-106.

7-109-105. Court-ordered indemnification of directors.

(1) Unless otherwise provided in the articles of incorporation, a director
who is or was a party to a proceeding may apply for indemnification to
the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court, after giving any
notice the court considers necessary, may order indemnification in the
following manner:

(a) If it determines that the director is entitled to mandatory
indemnification under section 7-109-103, the court shall order
indemnification, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification.

(b) If it determines that the director is fairly and reasonable entitled
to indemnification in view of all the relevant circumstances,
whether or not the director met the standard of conduct set forth in
section 7-109-102 (1) or was adjudged liable in the circumstances
described in section 7-109-102 (4), the court may order such
indemnification as the court deems proper; except that the
indemnification with respect to any proceeding in which liability
shall have been adjudged in the circumstances described in section
7-109-102 (4) is limited to reasonable expenses incurred in
connection with the proceeding and reasonable expenses incurred to
obtain court-ordered indemnification.

7-109-106. Determination and authorization of indemnification of directors.

(1) A corporation may not indemnify a director under section 7-109-102 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances
because the director has met the standard of conduct set forth in section
7-109-102. A corporation shall not advance expenses to a director under
section 7-109-104 unless authorized in the specific case after the
written affirmation and undertaking required by section 7-109-104 (1) (a)
and (1) (b) are received and the determination required by section 7-109-
104 (1) (c) has been made.

(2) The determinations required by subsection (1) of this section shall be
made:

(a) By the board of directors by a majority vote of those present at a
meeting at which a quorum is present, and only those directors not
parties to the proceeding shall be counted in satisfying the quorum;
or

(b) If a quorum cannot be obtained, by a majority vote of a committee of
the board of directors designated by the board of directors, which
committee shall consist of two or more directors not parties to the
proceeding; except that directors who are parties to the proceeding
may participate in the designation of directors for the committee.

(3) If a quorum cannot be obtained as contemplated in paragraph (a) of
subsection (2) of this section, and a committee cannot be established
under paragraph (b) of subsection (2) of this section, or, even if a
quorum is obtained or a committee is designated, if a majority of the
directors constituting such quorum or such committee so directs, the
determination required to be made by subsection (1) of this section shall
be made:

(a) By independent legal counsel selected by a vote of the board of
directors or the committee in the manner specified in paragraph (a)
or (b) of subsection (2) of this section or, if a quorum of the full
board cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full
board of directors; or

(b) By the shareholders.

(4) Authorization of indemnification and advance of expenses shall be made in
the same manner as the determination that indemnification or advance of
expenses is permissible; except that, if the determination that
indemnification or advance of expenses is permissible is made by
independent legal counsel, authorization of indemnification and advance
of expenses shall be made by the body that selected such counsel.

7-109-107. Indemnification of officers, employees, fiduciaries, and agents.

(1) Unless otherwise provided in the articles of incorporation:

(a) An officer is entitled to mandatory indemnification under section 7-
109-103, and is entitled to apply for court-ordered indemnification
under section 7-109-105, in each case to the same extent as a
director;

(b) A corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent
as to a director; and

(c) A corporation may also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater
extent, if not inconsistent with public policy, and if provided for
by its bylaws, general or specific action of its board of directors
or shareholders, or contract.

7-109-108. Insurance. A corporation may purchase and maintain insurance on
behalf of a person who is or was a director, officer, employee, fiduciary, or
agent of the corporation, or who, while a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee, fiduciary,
or agent of another domestic or foreign corporation or other person or of an
employee benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his or her status as a director,
officer, employee, fiduciary, or agent, whether or not the corporation would
have power to indemnify the person against the same liability under section 7-
109-102, 7-109-103, or 7-109-107. Any such insurance may be procured from any
insurance company designated by the board of directors, whether such insurance
company is formed under the laws of this state or any other jurisdiction of
the United States or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through stock ownership or
otherwise.

7-109-109. Limitation of indemnification of directors.

(1) A provision treating a corporation's indemnification of, or advance of
expenses to, directors that is contained in its articles of incorporation
or bylaws, in a resolution of its shareholders or board of directors, or
in a contract, except an insurance policy, or otherwise, is valid only to
the extent the provision is not inconsistent with sections 7-109-101 to
7-109-108. If the article of incorporation limit indemnification or
advance of expenses, indemnification and advance of expenses are valid
only to the extent not inconsistent with the articles of incorporation.

(2) Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with an
appearance as a witness in a proceeding at a time when he or she has not
been made a named defendant or respondent in the proceeding.

7-109-110. Notice to shareholder of indemnification of director. If a
corporation indemnifies or advances expenses to a director under this article
in connection with a proceeding by or in the right of the corporation, the
corporation shall give written notice of the indemnification or advance to the
shareholders with or before the notice of the next shareholders' meeting. If
the next shareholder action is taken without a meeting at the instigation of
the board of directors, such notice shall be given to the shareholders at or
before the time the first shareholder signs a writing consenting to such
action.

* * *

b. Article XII of Registrant's Articles of Incorporation provide that
the corporation may indemnify each director, officer, and any employee or
agent of the corporation, his heirs, executors and administrators, against
expenses reasonably incurred or any amounts paid by him in connection with any
action, suit or proceeding to which he may be made a party by reason of his
being or having been a director, officer, employee or agent of the corporation
to the extent permitted by the law as recited above in subparagraph (a).

c. Article XII of Registrant's Articles of Incorporation provides, in
part:

"e. To the maximum extent permitted by law or by public
policy, directors of this Corporation are to have no personal
liability for monetary damages for breach of fiduciary duty as
a director."

Item 25. Other Expenses of Issuance and Distribution.

The estimated expenses of the offering are to be borne by us, are as
follows:

<S> <C> <C>
SEC Filing Fee $ 3,000
Printing Expenses 5,000
Accounting Fees and Expenses 15,000
Legal Fees and Expenses 25,000
Blue Sky Fees and Expenses 5,000
Registrar and Transfer Agent
Fee 2,000
Offering Expenses 30,000
Miscellaneous 15,000
----------

Total $ 100,000

</TABLE>

Item 26. Recent Sales of Unregistered Securities.

1. In March, 1999, we issued to a total of 17 persons, all of whom
qualified as "accredited investors" and aggregate of 1,472,083
shares of common stock in conversion of an aggregate of
$580,000 in convertible debt. In addition, in September 1999,
we issued to these persons pro rata warrants exercisable to
purchase a total of 147,205 shares of common stock at a price
of $1.00 per share. The shares and warrants were restricted
securities, which were taken for investment and were subject to
appropriate transfer restrictions, were issued without
registration under the Securities Act in reliance upon the
exemption provided in Section 4(2) of the Securities Act.

2. In March, 1999, we issued to four (4) persons an aggregate of
7,516,740 shares of common stock in exchange for all of the
issued and outstanding shares of capital stock of GeniSys
Information Systems, Inc. The shares were issued exclusively
to persons who qualified as "accredited investors" within the
meaning of Rule 501(a) of Regulation D under the Securities
Act. The securities, which were taken for investment and were
subject to appropriate transfer restrictions, were issued
without registration under the Securities Act, in reliance upon
the exemption provided in Section 4(2) of the Securities Act.

3. Between April and October 1999, we issued an aggregate of
505,838 shares of common stock in consideration of $199,300, or
$.394 per share. The shares were issued exclusively to nine
investors who qualified as "accredited investors" within the
meaning of Rule 501(a) of Regulation D under the Securities
Act. The securities, which were taken for investment and
subject to appropriate transfer restrictions, were issued
without registration under the Securities Act pursuant to
exemption set forth in Section 4(2) of the Securities Act and
Rule 506 of Regulation D thereunder.

4. Between May 1999 and August 2000, we granted stock options
exercisable to purchase 1,710,000 shares of our common stock to
a total of 17 employees and consultants under our Equity
Incentive Plan. The options are non-transferrable under the
Plan. The options were granted in reliance upon the exemption
contained in Rule 701 under the Securities Act.

5. Between September and October 1999, we issued an aggregate of
454,166 shares of common stock and 125,000 warrants in
consideration of $272,500, or $.60 per share. The shares were
issued exclusively to six investors who qualified as
"accredited investors" within the meaning of Rule 501(a) of
Regulation D under the Securities Act. The securities, which
were taken for investment and subject to appropriate transfer
restrictions, were issued without registration under the
Securities Act pursuant to exemption set forth in Section 4(2)
of the Securities Act and Rule 506 of Regulation D thereunder.

6. In July 2000, we sold a $200,000 convertible promissory note
convertible at $.50 per share. The note was sold to one highly
qualified institutional investor which as "accredited" within
the meaning of Rule 501(a) of Regulation D under the Securities
Act. The securities, which were taken for investment and
subject to appropriate transfer restrictions, were issued
without registration under the Securities Act pursuant to
exemption set forth in Section 4(2) of the Securities Act and
Rule 506 of Regulation D thereunder.

Item 27. Exhibits

a. The following Exhibits are filed as part of this Registration
Statement pursuant to Item 601 of Regulation S-B:

Exhibit No. Title

* 2.0 Agreement Concerning the Exchange of Common Stock between Zion
Enterprises, Inc. and GeniSys Information Systems, Inc. with
exhibits

* 3.1 Amended and Restated Articles of Incorporation

* 3.2 Bylaws

* 4.1 Specimen Common Stock Certificate

* 4.2 Specimen Warrant Certificate

* 4.3 Form of Subscription Agreement

* 5.0 Opinion of Neuman & Drennen, LLC

* 10.1 1999 Equity Incentive Plan

* 10.2 Computer Sciences Corporation/IRS Prime Subcontract Agreement

* 10.3 Arthur Andersen, LLP Subcontract Agreement for Chem Demil

* 10.4 Arthur Andersen, LLP Subcontract Agreement for Air Products,
Inc.

* 10.5 Consulting and Software Licence Agreement with Kinkos, Inc.

* 10.6 Agreement with Cable Constructors, Inc. for Charter
Communications, Inc.

* 10.7 Agreement with Nivo International Corporation

* 10.8 Proposal for Work with ABB Network Management

* 10.9 Statement of Work Phase One for Charter Communications, Inc.

* 10.10 Office Sublease with Old Republic National Title Insurance
Company (Houston)

* 10.11 Koll Business Center Lease with John Hancock Mutual Life
Insurance Company (Torrance, California)

* 10.12 Revolving Loan Agreement with Guaranty Bank & Trust Company

* 10.13 Employment Agreement with Cameron Kruse

* 10.14 Employment Agreement with Craig Crawford

* 10.15 Employment Agreement with Jeff Spencer

* 21.0 List of Subsidiaries

* 23.1 Consent of Neuman & Drennen, LLC

23.2 Consent of Gelfond Hochstadt Pangburn, P.C.
______________________

* Previously filed

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

a. Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

b. Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement;

c. Include any additional or changed material information on the
plan of distribution.

2. That, for determining liability under the Securities Act, to treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.

3. To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

5. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred and
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered hereby, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on the Post-Effective Amendment No. 1
to Form SB-2 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, in the City of
Denver, State of Colorado on the 8th day of December, 2000.

iGENISYS, INC.

By: /s/ J. Daniel Bell
----------------------------
J. Daniel Bell, President

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities with iGeniSys, Inc. and on the dates indicated.

Signature Position Date

/s/ J. Daniel Bell Chairman of the Board 12/8/00
------------------------ President, Chief
J. Daniel Bell Executive Officer

/s/ Carylyn K. Bell Director, Secretary 12/8/00
------------------------
Carylyn K. Bell

/s/ Walter Strycker Director 12/8/00
-------------------------
Walter Strycker

/s/ Henry Fong Director 12/8/00
-------------------------
Henry Fong

/s/ Cameron Kruse Chief Financial Officer 12/8/00
--------------------------and Chief Accounting
Cameron Kruse Officer