UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended: DECEMBER 31, 2001

Commission file number: 0-20824

INFOCROSSING, INC.
------------------------------------
(Exact name of registrant as specified in its Charter)

DELAWARE 13-3252333
-------------------------------- ----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

2 CHRISTIE HEIGHTS STREET LEONIA, NJ 07605
------------------------------------ -----
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (201) 840-4700

Securities registered pursuant to Section 12(b) of the
Exchange Act: NONE Securities registered pursuant to
Section 12(g) of the Exchange Act:
COMMON STOCK, $0.01 PAR VALUE PER SHARE
---------------------------------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days: [X] Yes [ ] No.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in a definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].

On March 15, 2002, the aggregate market value of the outstanding shares of
voting stock held by non-affiliates of the registrant was approximately
$21,762,000.

On March 15, 2002, 5,342,426 shares of the registrant's Common Stock, $0.01 par
value, were outstanding.

This amendment is filed to add Part III to the previously-filed report.

Page 1

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

The name, principal occupation with the Company, and certain information
concerning each of the Directors and executive officers of the Company as of
April 1, 2002 are set forth in the table below. Also set forth following the
table is certain additional information regarding each individual's business
experience.

DIRECTOR TERM
NAME POSITIONS WITH THE COMPANY AGE SINCE EXPIRES
- -------------------- --------------------------- ------ -------- --------
Zach Lonstein Chief Executive Officer 58 1984 2002
& Chairman of the
Board of Directors

Robert B. Wallach President, Chief Operating 63 2001 2002
Officer & Director

Roger A. Barrios Senior Vice President of 51 - -
the Company and
President of a
subsidiary

Nicholas J. Letizia Senior Vice President, 50 - -
General Counsel
& Secretary

William B. Fischer Senior Vice President 51 - -
& Chief Financial Officer

Thomas Laudati Senior Vice President 44 - -

Garry Lazarewicz Senior Vice President 53 - -

John C. Platt Vice President & Treasurer 48 - -

Tyler T. Zachem Director 36 2000 2003

Frank L. Schiff * Director 42 2000 2002

Richard A. Keller Director 37 2001 2003

Samantha McCuen Director 33 2000 2002

Kathleen A. Perone Director 48 2000 2004

Michael B. Targoff Director 57 2001 2004

Peter J. DaPuzzo Director 61 2001 2003

* Resigned April 9, 2002.

Page 2

ZACH LONSTEIN has been the Company's Chairman of the Board since he organized
the Company in 1984, Chief Executive Officer from 1984 through June 2000, and
President from 1984 to May 1996. In November 2001, he reassumed the role of CEO
upon the resignation of Charles Auster (See Item 13, "Certain Relationships and
Related Party Transactions"). From 1981 to 1984, Mr. Lonstein was Vice President
and General Manager of the Commercial On-Line division of Informatics General
Corporation ("Informatics" subsequently renamed Sterling Federal Systems, Inc.),
a computer software and services company listed on the New York Stock Exchange.
In 1970, Mr. Lonstein was a founder and President of Transportation Computing
Services Corp. ("TCS"). In 1981, TCS was sold to Informatics. The Company
purchased the Commercial On-Line division of Informatics in 1984.

ROBERT B. WALLACH joined the Company in June 1995, was President from May 1996
until June 2000, and a Director of the Company from 1992 until May 2000. In
August 2001, he was reelected to the Board of Directors. In November 2001, he
reassumed the role of President upon the resignation of Charles Auster (See Item
13, "Certain Relationships and Related Party Transactions"). From June 2000
through April 2001, he was President of the Company's Managed Services Division.
In April 2001, he was named Chief Operating Officer of the Company. Prior to
June 1995, he was sole proprietor of Horizons Associates, a consulting firm he
founded in 1985. Mr. Wallach has more than 20 years of operating experience
including senior management positions with Boeing Computer Services,
Informatics, and, the Financial Information Services Group/Strategic Information
division of Ziff Communications.

ROGER A. BARRIOS has served as President of AmQUEST, Inc. ("AmQUEST") since its
inception in 1995 and continues in this position subsequent to the acquisition
of AmQUEST by the Company in February 2002 (See Item 13, "Certain Relationships
and Related Transactions"). Prior to joining AmQUEST, Mr. Barrios served in
several positions between 1098 and 1995 within American Software, Inc., the
prior parent of AmQUEST.

NICHOLAS J. LETIZIA joined the Company as Chief Financial Officer and Secretary
in November 1998. In April 2001, Mr. Letizia ceased being the Company's Chief
Financial Officer and was named to the new position of Senior Vice President and
General Counsel. Prior to joining Infocrossing, he was Chief Financial Officer
of InterEquity Capital Corporation, the general partner of a Small Business
Investment Company. Before joining InterEquity in November 1997, he was Vice
President of, and later a consultant to, Helmstar Group, Inc. from 1987 until
November 1997. His employment experience also includes professional positions
with Arthur Andersen & Co. and Donaldson, Lufkin & Jenrette. Mr. Letizia is a
Certified Public Accountant and a member of the New Jersey Bar.

WILLIAM B. FISCHER was named Chief Financial Officer of the Company in April
2001. From July 1999 until joining the Company, Mr. Fischer was Chief Financial
Officer of Index Stock Imagery Inc., a privately held stock photography agency
licensing digital imagery largely over the Internet. Previously, from November
1997, Mr. Fischer was Vice President and Controller of ICON CMT, an Internet
solutions provider, which, subsequent to its initial public offering, was
acquired by Qwest Communications International, Inc. and operated as Qwest
Internet Solutions. Before such time, Mr. Fischer served as Chief Financial
Officer of Electronic Retailing Systems International Inc., a publicly traded
manufacturer of computerized pricing and merchandising systems used in the
supermarket industry, which he joined in April 1994. His previous employers
include Price Waterhouse (now PricewaterhouseCoopers) where he was Senior
Manager, and GTE Corporation (now Verizon Communications) where he served as
Director of Financial Accounting Policies. Mr. Fischer is a Certified Public
Accountant.
Page 3

THOMAS LAUDATI has been a Senior Vice President of the Company since 1997 and a
Vice President of the Company since 1995, when the Company purchased MCC Corp.
Mr. Laudati joined MCC Corp in 1988 as a senior analyst, and was promoted to
Vice President of Technical Services in April 1991. Prior to joining MCC Corp.,
Mr. Laudati held positions in the programming departments of Horizons Bancorp
and Colonial Life Insurance Company.

GARRY LAZAREWICZ has been a Senior Vice President of the Company since August 1,
1999, and Vice President since June 1995, when the Company purchased MCC Corp.
Mr. Lazarewicz, who oversees all corporate research and development, joined MCC
Corp. in 1979, and was promoted to Vice President in 1985. From 1971 through
1979, he was employed at Global Terminal and Computer Services, where his last
position was Director of MIS.

JOHN C. PLATT has been an employee of the Company since it was founded in 1984,
and has been a Vice President of the Company since 1986, its Treasurer beginning
in 1992, and a Director from 1996 until May 2000. Prior to 1984, Mr. Platt held
various positions with Informatics and TCS.

TYLER T. ZACHEM was elected to the Board of Directors in May 2000. Since June
1999, Mr. Zachem has been Managing Director of DB Capital Partners, Inc. From
July 1993 through June 1999, Mr. Zachem was a partner in the firm of McCown,
DeLeeuw & Company, a private equity firm.

FRANK L. SCHIFF was elected to the Board of Directors in May 2000. Since
September 1999, Mr. Schiff has been Managing Director of DB Capital Partners,
Inc. In September 1999, Mr. Schiff resigned as a partner of the law firm of
White & Case, LLP. He had joined White & Case in 1984.

RICHARD A. KELLER was elected to the Board of Directors in April 2001. Mr.
Keller has been Managing Director of Sandler Capital Management since June
2000. From February 1996 until March 2000, Mr. Keller was a partner of
Chartwell Investments, a private equity investment firm. Mr. Keller's prior
professional experience includes positions as an investment banker with Merrill
Lynch & Co. and as an attorney with the firm of Davis Polk & Wardwell.

SAMANTHA MCCUEN was elected to the Board of Directors in May 2000. Ms. McCuen
joined Sandler Capital Management in January 1996, and has been Managing
Director since January 2000. Prior to January 1996, Ms. McCuen held both equity
research and investment banking positions at Morgan Stanley Dean Witter, an
investment banking firm. Ms. McCuen is also a member of the board of
Register.com.

KATHLEEN A. PERONE was elected to the Board of Directors in September 2000.
Beginning in April 2000, Ms. Perone has been Managing Director of Acappella
Ventures LLC, a Delaware limited liability corporation, which invests in early
stage telecommunications and technology enterprises. From August 2001 to
February 2002, she was Chairman and Chief Executive Officer of Lightrade, Inc.,
a private corporation that filed in March 2001 for bankruptcy protection under
Chapter 7 of the U.S. Bankruptcy Code. From January 1998 through March 2000, Ms.
Perone was employed by Denver-based Level3 Communications, LLC, most recently in
the position of President - North American Operations. Prior to 1998, Ms. Perone
held various positions with MFS Communications (now WorldCom), including
President - Global Services Division and President - Telecom East. Ms. Perone is
also a member of the boards of directors of Focal Communications Corp and
Lexent, Inc.

Page 4

MICHAEL B. TARGOFF was elected to the Board of Directors in May 2001. Mr.
Targoff is the owner of Michael B. Targoff & Co., a company he founded in
January 1998 that seeks active or controlling investments in telecommunications
and related industry early stage companies. Also, he is CEO and a 49%
shareholder of ProntoCast, LLC, a company formed to acquire, launch and operate
a Mexican telecommunications satellite. From January 1996 through January 1998
Mr. Targoff was president and chief operating officer of Loral Space and
Communications Ltd. Mr. Targoff had been senior vice president of Loral
Corporation prior to the combination of Loral's defense electronics and systems
integration businesses with Lockheed Martin in 1996. Mr. Targoff is a director
and chairman of the audit committee for both Globalstar Telecommunications
Limited and Leap Wireless International, Inc.

PETER J. DAPUZZO was reelected to the Board of Directors on November 27, 2001.
He had previously served on the Company's Board from July 1999 through May 2000.
Prior to 2002, Mr. DaPuzzo was the Co-President and CEO of Cantor Fitzgerald and
Company, the equity institutional sales and trading division of Cantor
Fitzgerald LP. Mr. DaPuzzo is also a Senior Managing Director of Cantor
Fitzgerald LP. Mr. DaPuzzo joined Cantor Fitzgerald in 1993. Mr. DaPuzzo is
President of the National Organization of Investment Professionals, a
professional group of institutional and broker dealer senior managers, a member
the Presidential Advisory Committee to the President of Security Traders
Association of New York, and a member and the immediate past Chairman of the
Securities Industry Association - Institutional Traders Committee.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the executive
officers and Directors of the Company, and persons who beneficially own more
than ten percent of the Company's Common Stock, to file reports of ownership of
Company securities and changes of ownership with the Securities and Exchange
Commission. Copies of those reports must also be furnished to the Company.

Based solely on a review of the copies of reports furnished to the Company or
representations of the Company's Directors and executive officers that no
additional reports were required, the Company believes that during the twelve
months ended December 31, 2001 the executive officers, Directors, and other
persons beneficially owning more than ten percent of the Company's Common Stock
complied with all applicable Section 16(a) filing requirements on a timely
basis.

Page 5

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Summary Compensation Table below includes, for each of the years ended
December 31, 2001, 2000, and 1999, individual compensation for services to the
Company and its subsidiaries as paid to the Chief Executive Officer and the four
executive officers of the Company whose salary exceeded $100,000 in the most
recent twelve-month period (together, the "Named Executives").

SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Name and Principal All Other
Position at Compensation ($)
December 2001 * Year Annual Compensation Long Term Compensation Annual
- --------------------------- ------ --------------------------------------------- --------------------------------- -----------------
Other Annual Awards
Salary ($) Bonus ($) Compensation
($)
- --------------------------- ------ ------------ --------------- ---------------- --------------------------------- -----------------
Securities
Restricted Underlying
Stock Awards Options/SARS
(#) (#)
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------

Zach Lonstein 2001 $397,031 $225,000(a) $27,917(d) - - -
Chief Executive Officer & 2000 386,979 175,000(b) 23,081(d) - 300 -
Chairman 1999 242,788 72,519(c) 39,637(d) - 175,200 $5,000(e)
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Charles Auster * 2001 284,135 - - - - 12,207,917(f)
CEO/President 2000 203,125 75,000(b) - 800,000(g) - 1,677,083(h)
1999 - - - - - -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Robert Wallach 2001 397,031 225,000(a) 18,391(i) - - -
President & Chief 2000 394,792 50,000(b) 10,185(i) - 50 -
Operating Officer 1999 275,459 35,000(c) - - 150,000 -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Nicholas J. Letizia 2001 176,667 15,000(a) 6,000(j) - - -
Sr. VP & General Counsel 2000 170,000 35,000(b) 6,000(j) - - -
1999 126,708 25,000(c) 6,000(j) - 20,000 -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Thomas Laudati 2001 157,500 55,000(a) 7,200(j) - - -
Sr. VP 2000 150,000 35,000(b) 7,200(j) - - -
1999 136,250 - 7,200(j) - - -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Garry Lazarewicz 2001 129,167 7,500(a) 4,800(j) - - -
Sr. VP 2000 123,333 10,000(b) 4,800(j) - - -
1999 116,875 12,500(c) 4,800(j) - - -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------

* Or date of resignation. Mr. Auster resigned in November 2001.

Page 6

(a) Bonus earned in 2001, paid in January 2002.

(b) Bonus earned in 2000, paid in January 2001.

(d) Includes $19,750, $8,818, and $31,075 in 2001, 2000, and 1999
respectively, relating to a Company-provided vehicle and related
expenses incurred for both business and personal use, and $8,166,
$14,263, and $8,562 in 2001, 2000, and 1999, respectively, paid for a
health club membership (See "Employment Agreements with Named Executive
Officers" below).

(e) Fee relating to Mr. Lonstein's guarantee of the Company's obligations
in connection with the purchase of MCC Corporation. (See "Certain
Relationships and Related Party Transactions" below).

(f) Includes $9,822,917 of amortization of a Restricted Stock Award and the
purchase of 535,594 common shares held by Mr. Auster for consideration
of $2,385,000, consisting of $450,000 in cash plus the repayment of the
balance due on his loan from the Company of $1,935,000 (See "Certain
Relationships and Related Party Transactions" below).

(g) See "Certain Relationships and Related Party Transactions" below.

(h) Amortization of a the Restricted Stock Award (See "Certain Relationships
and Related Party Transactions" below).

(i) Includes $18,391 and $9,305 in 2001 and 2000, respectively, relating to
a Company-provided vehicle and related expenses incurred for both
business and personal use, and $1,305 and $880 in 2001 and 2000,
respectively, paid for a health club membership (See "Employment
Agreements with Named Executive Officers" below).

(j) Vehicle allowance.

The Named Executives may participate in certain group life, health, and other
non-cash benefit plans, which are generally available to all Company employees.
The Company also maintained 401(k) Savings Plans covering all eligible employees
who have attained the age of 21 years and worked at least 1,000 hours in a
one-year period. The Company may make matching contributions at the discretion
of the Board of Directors. For the twelve-month periods ended December 31, 2001,
2000, and 1999, the Company did not make any matching contributions.

The Company did not grant stock options to the Named Executives during the year
ended December 31, 2001. The Company did not award any stock appreciation rights
or reprice any stock options during the twelve months ended December 31, 2001.

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

The following table contains information concerning the stock options held by
the Named Executives during the year ended December 31, 2001. No stock
appreciation rights have been granted by the Company.

Page 7

AGGREGATED OPTION EXERCISES DURING THE TWELVE MONTHS ENDED DECEMBER 31, 2001
AND YEAR-END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
Securities Received from Exercise Number of Securities Underlying Value of Unexercised
of Options during the Twelve Unexercised Options at December In-the-Money Options at
Months ended December 31, 2001 31, 2001 (#) December 31, 2001 ($) (2)
--------------------------------- -------------------------------- ---------------------------------
Number Net Value Un- Un-
Name of Shares Received ($)(1) Exercisable Exercisable Exercisable Exercisable
- ------------------------- ------------ ------------------ --------------- --------------- -------------- ---------------

Zach Lonstein 4,979 $ 29,094 (3) 210,500 15,000 $ 57,475 $ -
Robert Wallach - - 447,050 30,000 400,917 -
Nicholas J. Letizia - - 12,800 15,200 - -
Thomas Laudati - - 23,600 3,500 34,458 1,160
Garry Lazarewicz - - 6,200 6,000 4,910 -

(1) The amount shown represents the aggregate excess of the market value
of the shares of common stock as of the date of the exercise over the
exercise price paid.

(2) The amounts shown represent the aggregate excess of the market value of
in-the-money shares of common stock underlying options at December 31,
2001 over the exercise price of those options.

(3) This option for 25,000 shares was exercised through the surrender of
20,021 shares. The market price on the date of exercise approximated the
exercise amount of the option. The difference was paid in cash.

Page 8

Compensation of Directors

Members of the Board of Directors who are not full-time employees of the Company
are granted non-qualified options to purchase 1,250 shares of the Company's
common stock for each meeting attended. Employees of the Company who are also
Directors, and Directors who are also affiliates of the funds that have invested
in the Company, do not receive compensation for their service as Directors.

Upon their election to the Board of Directors, Ms. Perone and Messrs. Targoff
and DaPuzzo each were granted a non-qualified option to purchase 25,000 shares
of the Company's common stock.

EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

Effective as of November 1, 1999, Mr. Lonstein and the Company entered into an
employment agreement with a three-year term with automatic one-year extensions.
This agreement provides for an annual salary of $375,000 with increases in the
second and third years of at least 5% per annum. The Options and Compensation
Committee of the Board of Directors may provide for a greater annual increase
and will set the parameters for the bonus calculation. The agreement also
provides for a grant of a nonqualified option to purchase 150,000 shares of the
Company's common stock at an exercise price equal to the market value of the
stock on November 1, 1999, in accordance with the Plan. In addition, the
agreement requires that the Company provide Mr. Lonstein a current model
automobile, pay for all repairs, maintenance, and related expenses, and also
purchase a health club membership for Mr. Lonstein and pay related expenses. The
agreement also provides that the Company shall nominate Mr. Lonstein to serve as
the Chairman of the Company's Board of Directors.

Effective as of November 1, 1999, Mr. Wallach and the Company entered into an
employment agreement with a three-year term with automatic one-year extensions.
This agreement provides for an annual salary of $375,000 with increases in the
second and third years of at least 5% per annum. The Options and Compensation
Committee of the Board of Directors may provide for a greater annual increase
and will set the parameters for the bonus calculation. The agreement also
provides for a grant of a non-qualified option to purchase 150,000 shares of the
Company's common stock at an exercise price equal to the market value of the
stock on November 10, 1999, in accordance with the Plan. In addition, the
agreement requires that the Company provide Mr. Wallach a current model
automobile; pay for all repairs, maintenance and related expenses; and purchase
a health club membership for Mr. Wallach and pay related expenses.

In connection with the acquisition of AmQUEST, Inc. described in Item 13
"Certain Relationships and Related Party Transactions" below, on February 5,
2002, AmQUEST and Mr. Barrios entered into an employment agreement with a one
year term with automatic three-month extensions. This agreement provides for an
annual salary of $210,000, a vehicle allowance of $500 per month, an annual
bonus of up to 30% of his salary to be determined by the Board of Directors of
AmQUEST, and a one-time bonus of up to $32,000 based on certain operations as
determined by the Chief Executive Officer of AmQUEST. The agreement also
provides for a grant of a non-qualified option to purchase 70,000 shares of the
Company's common stock at an exercise price equal to the market value of the
stock on February 5, 2002, in accordance with the Plan.

Page 9

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Prior to August 2001, the Options and Compensation Committee members were Ms.
McCuen and Messrs. Zachem, Schiff, and Mr. Lee, a former Director who resigned
in April 2001. Effective August 2001, the Options and Compensation Committee
consisted of Messrs. Zachem and Lonstein, Ms. McCuen, and Ms. Perone. Ms.
McCuen and Messrs. Zachem, Schiff, and (until the date of his resignation) Mr.
Lee are non-employee directors who are also Managing Directors of affiliates of
organizations that have an investment in the Company (See "Certain Relationships
and Related Party Transactions" below). Mr. Lonstein is an executive officer
of the Company. Ms. Perone is a non-employee director.

OPTIONS AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Options and Compensation Committee of the Board of Directors of the Company
is responsible for, among other matters, establishing policies applicable to the
compensation of the Company's executive officers and reporting on such policies
to the Board of Directors and stockholders; determining the salaries, incentive
compensation and other remuneration of executive officers of the Company who are
directors; and reviewing salaries, compensation and remuneration for all other
officers of the Company. The Committee regularly reviews the effectiveness of
the Company's executive compensation practices and revises them as appropriate.
This is a report on the compensation philosophy of the Committee and its
executive compensation activities during the twelve months ended December 31,
2001.

REPORT ON EXECUTIVE COMPENSATION

The Options and Compensation Committee of the Board of Directors administers the
compensation of the executive officers of the Company. During 2001, the Options
and Compensation Committee was composed of four directors, three of whom were
not employed by the Company. The Options and Compensation Committee's
recommendations are subject to approval by the full Board. The following report
is submitted by the Options and Compensation Committee regarding compensation
paid during 2001.

The Company's compensation policies are designed to attract, motivate, and
retain superior talent to enable the Company to achieve its business objectives
and to align the financial interest of the executive officers with the
stockholders of the Company.

The compensation of executive officers consists of base compensation,
participation in benefit plans generally available to employees, and in some
instances, bonuses and/or options. In setting compensation, the Options and
Compensation Committee strives to maintain base compensation for the Company's
executive officers at levels which the Committee, based on its experience,
believes are competitive with the compensation of comparable executive officers
in similarly situated companies while relying upon stock options and the bonus
plan to provide significant performance incentives.

Executive officers are eligible to participate in a bonus plan. Awards under the
bonus plan are determined by the Options and Compensation Committee. The Options
and Compensation Committee relies significantly upon the recommendation of the
Chief Executive Officer with respect to the bonus to be awarded to the other
executive officers. The executive officers, as well as other key employees, may
receive discretionary bonuses based upon a subjective evaluation of the
performance of the Company and their contributions to the Company.

Page 10

Each of the executive officers and certain key employees are eligible to receive
awards under the Amended and Restated 1992 Stock Option and Stock Appreciation
Rights Plan. The Plan will be used to align a portion of the officers'
compensation with the stockholders' interest and the long-term success of the
Company. In determining the number of options to be granted to each executive
officer, the Options and Compensation Committee reviews the recommendations
provided by the Chief Executive Officer with respect to the executive officers
other than the Chief Executive Officer and makes a subjective determination
regarding those recommendations. Grants of options must be approved by a
majority of the non-employee members of the Options and Compensation Committee.

The Compensation paid by the Company to Messrs. Lonstein, Wallach and Auster for
2001 was based upon employment agreements negotiated with each of these
Executive Officers. Messrs. Letizia, Laudati and Lazarewicz do not have
employment agreements with the Company. The Options and Compensation Committee
has not conducted any surveys of compensation packages of executive officers in
comparable companies, but believes, based on the individual experience of its
members, that the compensation package for each Named Executive Officer for 2001
was reasonable based upon each executive officer's experience, level of
responsibility, and the contributions made and expected to be made by each to
the Company. See "Employment Agreements" for a description of the employment
agreements.

Options and Compensation Committee

Zach Lonstein
Samantha McCuen
Kathleen A. Perone
Tyler T. Zachem

Page 11

STOCK PERFORMANCE GRAPH

The accompanying graph compares cumulative total stockholder return on the
Company's common stock with the NASDAQ Domestic Stock Index and the NASDAQ
Computer and Data Processing Services Index (SIC Code 737). The graph assumes
that $100 was invested in the Company's stock and each index on December 31,
1996.
[GRAPH APPEARS HERE]
STOCKHOLDER RETURN
AS OF DECEMBER 31,
1996 1997 1998 1999 2000 2001

Company Common Stock $100 $286 $311 $721 $175 $174

NASDAQ Domestic Index 100 123 173 321 193 153

NASDAQ Computer and
Data Processing
Services Index 100 123 219 482 222 179

Page 12

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of April 1, 2002 by (a) all current
Directors of the Company, (b the Named Executives, (c) all directors and
executive officers as a group, and (d) any other person known by the Company to
be the beneficial owner of more than 5% of its common stock. Beneficial
ownership includes shares that the beneficial owner has the right to acquire
within sixty days of the above date from the exercise of options, warrants, or
similar obligations. If no address is shown, the address of the beneficial owner
is in care of the Company.

BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
- ------------------------------------------------------------------------------------------------------------------
Number of Shares Percentage
Name and Address of Beneficial Owner Beneficially Owned of Class
- -------------------------------------------------------------------- ----------------------- ---------------

Zach Lonstein (1) 1,707,925 27.8%
- -------------------------------------------------------------------- ------- --------------- ---------------
Robert B. Wallach (2) 526,475 8.2%
- -------------------------------------------------------------------- ------- --------------- ---------------
Nicholas J. Letizia (3) 12,800 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Thomas Laudati (4) 23,600 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Garry Lazarewicz (5) 6,200 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Tyler T. Zachem
DB Capital Partners, Inc.
130 Liberty Street - 25th Floor
New York, NY 10006 (6) 2,980,441 33.4%
- -------------------------------------------------------------------- ------- --------------- ---------------
Frank L. Schiff
DB Capital Partners, Inc.
130 Liberty Street - 25th Floor
New York, NY 10006 (6) 2,980,441 33.4%
- -------------------------------------------------------------------- ------- --------------- ---------------
Richard A. Keller
Sandler Capital Management
767 Fifth Avenue - 45th Floor
New York, NY 10153 (7) 2,960,571 33.3%
- -------------------------------------------------------------------- ------- --------------- ---------------
Samantha McCuen
Sandler Capital Management
767 Fifth Avenue - 45th Floor
New York, NY 10153 (7) 2,960,571 33.3%
- -------------------------------------------------------------------- ------- --------------- ---------------
Kathleen A. Perone
22 Ocean Drive Avenue
Monmouth Beach, NJ 07750 (8) 27,500 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Michael B. Targoff
1330 Avenue of the Americas
New York, NY 10019 (9) 28,750 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Peter J. DaPuzzo
378 Taconic Road
Greenwich, CT 06831 (10) 42,250 *
- -------------------------------------------------------------------- ------- --------------- ---------------
All Directors and executive officers as a group (15 persons) (11) 7,612,722 63.5%
- -------------------------------------------------------------------- ------- --------------- ---------------

Continued on next page.
Page 13

BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK (CONTINUED)
- -------------------------------------------------------------------------------------------------------
Number of Shares Percentage
Name and Address of Beneficial Owner Beneficially Owned of Class
- ---------------------------------------------------------- ----------------------- --------------

DB Capital Partners, Inc.
130 Liberty Street
New York, NY 10006 (6) 2,980,441 33.4%
- ---------------------------------------------------------- ------- --------------- --------------
Sandler Capital Management
767 Fifth Avenue
New York, NY 10153 (7) 2,960,571 33.3%
- ---------------------------------------------------------- ------- --------------- --------------
Sandler Capital Partners V, L.P.
767 Fifth Avenue
New York, NY 10153 (12) 1,681,898 22.1%
- ---------------------------------------------------------- ------- --------------- --------------
Sandler Capital Partners V FTE, L.P.
767 Fifth Avenue
New York, NY 10153 (13) 689,053 10.4%
- ---------------------------------------------------------- ------- --------------- --------------
Camden Partners
One South Street - Suite 2150
Baltimore, MD 21202 (14) 944,435 14.7%
- ---------------------------------------------------------- ------- --------------- --------------
Hilliard Farber Securities
45 Broadway
New York, NY 10006 434,800 7.3%
- ---------------------------------------------------------- ------- --------------- --------------
Charles F. Auster
41 Edgewood Road
Summit, NJ 07901 332,852 5.6%
- ---------------------------------------------------------- ------- --------------- --------------

* Less than 1% of Class

(1) Includes 195,500 shares of common stock issuable upon exercise of
vested options held by Mr. Lonstein. Also includes 750,000 shares that
are subject to options held by DB Capital Investors, L.P., Sandler
Capital Management, and other parties to a private placement of
securities (see "Certain Relationships and Related Party Transactions"
below).

(2) Includes 477,050 shares of common stock issuable upon exercise of
vested options held by Mr. Wallach.

(3) Includes 12,800 shares of common stock issuable upon exercise of vested
options held by Mr. Letizia.

(4) Includes 23,600 shares of common stock issuable upon exercise of vested
options held by Mr. Laudati.

(5) Includes 6,200 shares of common stock issuable upon exercise of vested
options held by Mr. Lazarewicz.

Page 14

(6) Includes 1,092,615 common shares issuable upon conversion of 78,688.5
shares of Preferred Stock, including accrued dividends thereon,
1,512,826 common shares issuable upon exercise of warrants, and 375,000
common shares which may be purchased from Mr. Lonstein subject to an
option. Messrs. Zachem and Schiff are Managing Directors of DB Capital
Partners, Inc., which is the General Partner of DB Capital Partners,
L.P., which in turn is the General Partner of DB Capital Investors,
L.P., the owner of the shares of the Preferred Stock, warrants, and
option. Messrs. Zachem and Schiff have shared voting and dispositive
power over such Preferred Stock, warrants, and option noted above, and
have disclaimed beneficial ownership for all of the shares beneficially
owned by DB Capital Investors, L.P., except as to the extent of their
pecuniary interest therein. DB Capital Investors, L.P. owns 50% of the
outstanding shares of Preferred Stock.

(7) Includes 1,085,331 common shares issuable upon conversion of 78,164
shares of Preferred Stock, including accrued dividends thereon,
1,502,740 common shares issuable upon exercise of warrants, and 372,500
common shares which may be purchased from Mr. Lonstein subject to
options. Ms. McCuen and Mr. Keller are Managing Directors of Sandler
Capital Management, which is the general partner of Sandler Investment
Partners, L.P., which in turn is the general partner of five funds that
collectively own the Preferred Stock, warrants, and options noted
above. Ms. McCuen and Mr. Keller have shared voting and dispositive
power over such Preferred Stock, warrants, and options. The five funds
collectively own 49.7% of the outstanding shares of Preferred Stock.

(8) Includes 32,500 shares of common stock issuable upon exercise of non-
qualified options held by Ms. Perone.

(9) Includes 28,750 shares of common stock issuable upon exercise of vested
options held by Mr. Targoff.

(10) Includes 36,250 shares of common stock issuable upon exercise of vested
options held by Mr. DaPuzzo.

(11) Includes 2,177,846 common shares issuable upon conversion of 156,852
shares of Preferred Stock and 3,015,566 common shares issuable upon
exercise of warrants over which four directors exercise shared control.
Also includes 851,360 shares of common stock issuable upon exercise of
options collectively held by the fifteen directors and executive
officers of the Company.

(12) Includes 705,319 common shares issuable upon conversion of 50,796
shares of the Preferred Stock, including accrued dividends thereon,
976,579 common shares issuable upon exercise of warrants, and 242,075
common shares which may be purchased from Mr. Lonstein subject to an
option.

(13) Includes 288,961 common shares issuable upon conversion of 20,810
shares of Preferred Stock, including accrued dividends thereon, 400,092
common shares issuable upon exercise of warrants, and 99,175 common
shares which may be purchased from Mr. Lonstein subject to an option.

Page 15

(14) Includes 8,571 common shares issuable upon exercise of warrants
received in connection with a prior loan to the Company, and 500,000
vested warrants received in connection with a Securities Purchase
Agreement (See "Certain Relationships and Related Party Transactions",
below). Includes the accounts of Camden Partners Strategic Fund II-A,
L.P. Camden Partners Strategic Fund II-B, L.P., the Cahill, Warnock
Strategic Partners Fund, L.P. and Strategic Associates, L.P., (the
"Camden Entities"). Along with Cahill, Warnock Strategic Partners,
L.P., each fund has shared voting and dispositive power over the total
number of shares owned by the Camden Entities. Each of the Camden
Entities disclaims beneficial ownership over any shares not held of
record by it.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In June 2000, the Company hired Mr. Charles Auster as Chief Executive Officer
(the "Executive"). The employment agreement with the Executive provided for a
seat on the Company's Board of Directors; an award of 800,000 restricted shares
of common stock and an agreement that the Company would loan the Executive an
amount equal to 50 percent of the related Federal income tax liability on such
grant. In June 2000, the Executive also purchased 68,446 shares of common stock
from the Company at $14.61 per share. The value of the 800,000 restricted shares
($11,500,000 on the grant date of June 15, 2000) was being amortized ratably
over the four-year vesting schedule. The Executive's obligation to the Company
was repayable from, among other things, the proceeds arising from the
disposition of any of the 800,000 shares. As of November 14, 2001, the Executive
had borrowed, including accrued interest, a total of $1,935,000.

Effective as of November 14, 2001, the Executive resigned his positions as CEO
and Director, and entered into a settlement agreement with the Company to
terminate the employment contract. The Company accelerated the vesting of the
stock award and purchased 535,594 of the 868,446 common shares held by the
Executive for consideration of $2,385,000, consisting of $450,000 in cash plus
the repayment of the balance due on his loan from the Company of $1,935,000.
These shares are held in the Company's treasury. Accelerating the vesting of the
stock award resulted in a nonrecurring, non-cash charge of approximately
$7,427,000 for the remaining unamortized balance of the original grant. Total
amortization of the restricted stock award was $9,822,917 for the year ended
December 31, 2001; $1,197,917 for the fiscal year ended October 31, 2000, and
$479,166 for the two-month period ended December 31, 2000.

In May 2000, the Company issued 157,377 shares of redeemable 8% Series A
Cumulative Convertible Participating Preferred Stock (the "Series A Preferred
Stock") and warrants to purchase 2,531,926 shares of the Company's common stock.
The Company received $58,430,596 after payment of issuance costs and related
legal fees. The holders of 156,852 of the Series A Preferred Stock are entitled
to name four of the Company's Directors. On April 1, 2002, these individuals are
Messrs. Zachem, Schiff, Keller, and Ms. McCuen.

As of March 31, 2002, Mr. Lonstein was indebted to the Company in the amount of
$80,119. This indebtedness is payable on demand and bears interest at the prime
rate of interest plus 1% per annum.

Page 16

As of March 31, 2002, Mr. Wallach was indebted to the Company in the amount of
$99,668. This indebtedness is payable on demand and bears interest at the prime
rate of interest.

As compensation for providing a personal guarantee of certain acquisition
indebtedness in connection with the acquisition of MCC Corporation by the
Company in 1995, Mr. Lonstein was granted an annual fee of 3% of the $1,000,000
original value of that guarantee for the period during which the guarantee
remains in effect. That fee was paid in the form of a monthly reduction in his
indebtedness to the Company. On February 1, 1999, the Company made the final
payment on that indebtedness, and Mr. Lonstein's guarantee terminated as of that
date.

On February 5, 2002, the Company entered into a Stock Purchase Agreement with
American Software, Inc., a Georgia corporation ("ASI") whereby the Company
purchased all of the outstanding capital stock of AmQUEST, Inc., a Georgia
corporation ("AmQUEST"), from its former parent company ASI (the "AmQUEST
Acquisition"). As consideration for the purchase of AmQUEST's shares, the
Company paid ASI $20,284,000 in cash, which amount will be adjusted upon final
determination of the working capital of AmQUEST as of January 31, 2002.

The Company financed the AmQUEST Acquisition through (i) the application of the
proceeds of the financing described below and (ii) cash held by the Company.

AmQUEST, a managed services provider that delivers technology infrastructure
management services to enterprise clients, will continue to operate its business
as a wholly-owned subsidiary of the Company.

On February 1, 2002, in anticipation of the consummation of the AmQUEST
Acquisition described above, the Company entered into a Securities Purchase
Agreement (the "SPA") with Cahill, Warnock Strategic Partners Fund, L.P.:
Strategic Associates, L.P.: Camden Partners Strategic Fund II-A, L.P., and
Camden Partners Strategic Fund II-B, L.P. (collectively known as "Camden")
whereby the Company issued Senior Subordinated Debentures (the "Debentures") and
warrants (the "Initial Warrant") to purchase, initially, 2,000,000 shares of the
common stock of the Company (subject to adjustments as discussed below) in
exchange for an investment of $10,000,000 from Camden. Pursuant to the SPA, the
proceeds of the sale of the Debentures to Camden were used to partially fund the
acquisition.

The Debentures were issued in an aggregate principal amount of $10,000,000 with
a maturity of three (3) years (the "Initial Maturity Date") from February 1,
2002 (the "Closing Date"), the date of their issuance (the "Issuance Date"),
with the right to extend the term of the Debentures for one additional year
beyond the Initial Maturity Date to February 1, 2006 at the Company's sole
option. Pursuant to the terms of the Debenture, the Company is required to make
semi-annual interest payments of (i) 12% per annum commencing on the Issuance
Date and ending on February 1, 2004, (ii) 13% per annum for the period
commencing on February 1, 2004 and ending on February 1, 2005, and (iii) if the
Company elects to extend the maturity date pursuant to the terms of the
Debentures, 14% per annum. The Company has the option to pay interest in the
form of (a) cash; (b) additional Debentures, or (c) a combination of cash and
additional Debentures. If the Company chooses to make interest payments using
additional Debentures, the Company may be required to issue additional warrants
(the "Additional Warrants") pursuant to the terms of the Debentures.

Page 17

The Initial Warrants were issued pursuant to a Warrant Agreement dated as of
February 1, 2002 by and between the Company and Camden (the "Warrant Agreement")
and are subject to certain customary anti-dilution adjustments. The exercise
price of the Initial Warrants is $5.86. The Warrants expire five (5) years from
the Closing Date. In addition, up to 1,500,000 of the Initial Warrants may be
cancelled upon the prepayment of the Debentures. Cancellation of the Initial
Warrants may take place in the following manner:

(i) Upon prepayment of the Debentures in full during the first year,
1,500,000 Initial Warrants will be immediately canceled;

(ii) Upon prepayment of the Debentures in full after the first
anniversary and before the third anniversary of the Closing Date, Initial
Warrants will be canceled according to the following formula: 62,500 shares
multiplied by the number of full months between the prepayment and the third
anniversary of the Closing Date;

(iii) Notwithstanding the foregoing, the Company will be entitled, at
any time, to make one (and only one) partial prepayment of the Debentures in the
amount of at least 50% of the total outstanding indebtedness (the "Partial
Prepayment"). In the event of a Partial Prepayment, the number of Initial
Warrants to be canceled shall be equal to the product of (x) the number of
Warrants to be canceled pursuant to subsections (i) and (ii) above assuming full
repayment of the Debentures, and (y) a fraction, the numerator of which shall be
the aggregate principal amount of Debentures actually prepaid and the
denominator of which shall be equal to the aggregate principal amount of
Debentures outstanding on the date of such Partial Prepayment (the "Prepayment
Fraction"); and

(iv) In the event of full repayment of the Debentures that is both (A)
after a Partial Prepayment; and (B) before the third anniversary of the Closing
Date, the number of Initial Warrants to be canceled shall be equal to the
product of (x) the number of Initial Warrants to be canceled pursuant to
subsections (i) and (ii) above assuming full repayment of the Debentures, and
(y) 1 minus the Prepayment Fraction.

Additional Warrants, when issued, will not be subject to cancellation. The fair
market value of the warrants will be recorded as deferred financing costs and
amortized over three years.

Pursuant to the rules of the Nasdaq National Market, the issuance of shares of
Common Stock representing more than 19.999% of the outstanding Common Stock upon
the exercise of any warrants requires the approval of the stockholders of the
Company. The Company has agreed to seek this approval at its next annual meeting
of stockholders and will not issue more than this number of shares upon the
exercise of the Warrants until such approval has been granted. If the Company
does not obtain the required stockholder approval before the earlier to occur of
(i) the occurrence of an event of default under the terms of the Debentures or
(ii) the date of the Company's next annual meeting of its stockholders, the
Company is required to pay to the holders of the Debentures a cash payment equal
to seventeen percent (17%) of the outstanding initial principal amount of the
debentures per year from such date until the required stockholder approval is
obtained. As of February 1, 2002, pursuant to the Company's Second Amended and
Restated Stockholders Agreement, stockholders having 46.5% of the outstanding
voting power of the Company's stock have agreed to vote to approve such
issuance.

Page 18

Pursuant to the terms of a Stockholders' Agreement, for so long as any
indebtedness under the Camden Debentures remains outstanding, the Camden
Entities shall have the right to designate an observer to attend and
participate, but not vote, at meetings of the Board of Directors and receive
materials provided to the Directors.

Page 19

SIGNATURES

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

INFOCROSSING, INC.

April 30, 2002
---------------------------------------------
William B. Fischer - Senior Vice President
& Chief Financial
Officer