SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________

FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

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

For the fiscal year ended December 31, 1994
Commission File Number: 0-15457

C.I.S. TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 73-1199382
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)

6100 SOUTH YALE, SUITE 1900, TULSA, OKLAHOMA 74136
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: 918/496-2451

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE

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

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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 30, 1995, there were 30,093,706 shares of the Registrant's Common
Stock outstanding. The aggregate market value of Common Stock held by non-
affiliates of the Registrant, based upon the closing sale price of the Common
Stock on March 30, 1995 as reported on the NASDAQ National Market System, was
approximately $60,000,000.

DOCUMENTS INCORPORATED BY REFERENCE

C.I.S. Technologies, Inc. 1994 Annual Report (certain portions incorporated by
reference into Parts II and IV)

Proxy Statement for Annual Meeting of Shareholders, dated March 27, 1995
(certain portions incorporated by reference into Part III).

Total Pages: 230
Exhibit Index Page: 11

TABLE OF CONTENTS

PAGES
-----

Part I:
Item 1: Business...............................................3-8
Item 2: Properties.............................................. 8
Item 3: Legal Proceedings....................................... 8
Item 4: Submission of Matters to a Vote of Security Holders..... 8

Part II:
Item 5: Market for Registrant's Common Equity and Related
Shareholder Matters.................................... 9
Item 6: Selected Financial Data................................. 9
Item 7: Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 9
Item 8: Financial Statements and Supplementary Data............. 9
Item 9: Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................... 9

Part III:
Item 10: Directors and Executive Officers of the Registrant..... 10
Item 11: Executive Compensation................................. 10
Item 12: Security Ownership of Certain Beneficial Owners
and Management........................................ 10
Item 13: Certain Relationships and Related Transactions......... 10

Part IV:
Item 14: Exhibits, Financial Statement Schedules,
and Reports on Form 8-K............................. 11-13

Signatures................................................................ 14-15

Report of Independent Accountants........................................... R-1

Financial Statement Schedules............................................... S-1

Exhibits..................................................................... 18

PART I

ITEM 1. BUSINESS

GENERAL

C.I.S. Technologies, Inc. ("the Company") develops and markets computer-based
healthcare reimbursement management programs and (ii) offers professional
consulting and reimbursement assistance services to over 900 healthcare clients
(primarily acute-care 100+ bed hospitals and physician practices) across the
country. The Company's services are designed to improve the cash flows and
reduce the administrative costs of its healthcare clients.

RECENT DEVELOPMENTS

Acquisition of AMSC, Inc. In November, 1994 the Company completed the
- - -------------------------
acquisition of 100% of the outstanding capital stock of AMSC, Inc. for a total
consideration of $5 million, which consisted of a combination of cash, notes and
the Company's common stock. AMSC is the nation's leading reseller of The
Medical Manager(R) physician practice management software and provides complete
automated business office solutions for medical service organizations (MSOs) and
physician-hospital organizations (PHOs), as well as individual physicians and
small practices. The Company believes that this acquisition positions it to
take advantage of the untapped potential in the physician market, and assist in
the building of integrated delivery systems. Unlike the hospital market,
relatively few physician claims are currently billed electronically and, with
AMSC, the Company has potential access to approximately 800,000 additional
claims per month. There is also an opportunity for the Company to enter the
physician market with not only claims automation solutions, but also
professional services, decision support services and financial services.

Relationship with GE Capital. In late October, 1994, the Company entered into
- - ----------------------------
several agreements with General Electric Capital Corporation ("GE Capital"). GE
Capital acquired 840,336 newly issued common shares of the Company's stock for
$2 million. GE Capital also provided a $2 million three-year term loan, which
funds were used in acquiring AMSC, Inc. (see above discussion), as well as a $5
million, three-year revolving credit facility to be used for working capital and
acquisitions. The two companies also have entered into a strategic alliance to
provide accounts receivable funding to the healthcare industry through a newly
formed and equally-owned business entity. Precision Funding(SM) is the name of
the service under which the funding product will be marketed.

Relationship with Bankers Trust. In late November, 1994 the Company entered
- - -------------------------------
into an agreement with a subsidiary of Bankers Trust New York Corporation
("Bankers Trust") in connection with a strategic alliance to pursue
opportunities in cash management and data services in the healthcare industry.
Pursuant to the agreement, Bankers Trust acquired 2,384,182 shares, and warrants
to acquire an additional 500,000 shares, of newly issued convertible preferred
stock and 1,615,818 shares of newly issued common stock for $10 million. By
utilizing Bankers Trust's decision support services and the Company's database
and market segment expertise, the two companies will look for opportunities to
meet the growing need in the healthcare industry for relative performance on
costs as well as treasury functions including cash management, lock box
operation and cash reconciliation.

PRODUCTS AND SERVICES

The focus of reimbursement management is the accurate and efficient billing of
third-party insurance payers and the efficient operation of the hospital's
billing office. The Company has developed services which will assist hospitals
in reducing administrative costs and improving cash flows. A brief description
of each of the Company's services follows:

Electronic Data Interchange ("EDI") Services. EDI is the automated transfer of
- - ---------------------------------------------
business data between two or more parties, using electronic technology to speed
the exchange of data and reduce paperwork, human error and administrative costs.
Approximately 52% of total revenue in 1994 was derived from electronic data
interchange, of which 87% is considered to be recurring. The Company has
several products and services which are part of the EDI Services offering that
are described in more detail below.

PREMIS(R) or Electronic Claims Management. The foundation of the Company's
business is its proprietary electronic claims management software. The software
is PC-based and resides at the hospital billing office. Claim information from
the hospital's central computer is downloaded into the PC, where the software
edits (based upon approximately 10,000 payer specific edit requirements) and
formats the data. The software isolates claims with errors and then assists the
billing clerk in correcting the claims. "Clean" or error-free claims are then
transmitted via modem to the Company's clearinghouse computer in Tulsa, where
the information is re-formatted and transmitted to the various insurance payers.
The Company's claims management system provides transmission security and
comprehensive accounting reports, and is capable of processing a variety of
health insurance claims (e.g. Medicare, Medicaid, commercial, managed care),
amounting to an "all-payer" approach. Use of the Company's electronic claims
management system reduces its clients' claims rejection rate to less than 1%,
resulting in more timely payment of claims and improved operating efficiency,
thereby decreasing days in accounts receivable and administrative costs. During
1994, the Company processed over 24 million claims worth $45 billion, which
positions it as the largest independent claims clearinghouse in the United
States.

The Company generally charges its clients fees for initial licensing, training
and installation. After the claims management system is operational, clients
are charged a monthly claims processing fee, based upon either the number of
patient beds or the number of claims processed during the month, as well as a
monthly fee for ongoing software maintenance and an annual software license
renewal fee. Revenue from PREMIS or electronic claims management is generally
considered to be recurring because client retention is high and services are
typically provided over a long period of time.

The Company completed a significant revision of its PREMIS software and released
PREMIS 2.0 in July, 1994. PREMIS 2.0 includes additional functionality that
enhances the value that clients receive from use of the software. PREMIS
replaces the previous electronic claims management system as the Company's core
product and current users of the previous electronic claims management system
will be converted to PREMIS over the next few years.

POSTPRO(TM) or Electronic Remittance Posting. For every claim a hospital
submits, the insurance payer responds with documentation called a remittance
advice. The remittance advice contains valuable data about the claim, whether
it was accepted or rejected, when payment should be received by the hospital and
what the payment will be. Information on these remittance advices must be
manually entered into the hospital's mainframe computer, and painstakingly re-
entered and maintained in the various reports required by Medicare, Medicaid and
other payers. POSTPRO eliminates the need for rekeying remittance information
by uploading an electronic remittance file from the insurance payer into the
hospital's information system. POSTPRO automatically reconciles cash deposits
with remittance data, calculates and posts contractuals and/or adjustments for
managed care contracts, facilitates secondary billing, and generates meaningful
reports for managing reimbursement. A major revision of POSTPRO, POSTPRO
Version 2, was released in late 1994, creating a standard format that will allow
for faster installations and more consistent applications to all clients.

Eligibility Services. Through strategic alliances with other companies, the
Company began offering eligibility services to clients during 1994. Eligibility
services gives hospitals direct access to payer computer files that can
instantly verify patient insurance eligibility, benefits coverage and
exceptions. This not only supplies the information needed upfront to reduce re-
submissions of claims due to missing or inaccurate data, but also

helps determine, before patients are discharged from the hospital, secondary
coverage and what out-of-pocket expenses the patients will need to pay (such as
a deductible or remaining balance).

Reimbursement Services. One of the roadblocks to efficiency and cash flow in
- - -----------------------
the hospital business office is the lack of accuracy in billing. While the
Company's claims management programs specialize in moving information
efficiently between hospitals and insurance payers, the Company's Reimbursement
Services Division (formerly Hospital Billing Analysis, Inc., "HBA") provides
several services that help ensure that hospitals capture all appropriate
charges. Charge recovery services are performed at the hospital by the
Company's skilled revenue auditors. These auditors compare insurance claims to
patient files, verifying that all chargeable items and services have been
accurately billed. The auditors also perform rebilling, follow-up and
collections services for the claims they identify. This service, which also
identifies charges which were erroneously included in such claims, has
historically identified net undercharges amounting to 3%-5% of the value of the
claims examined. The Company is paid a percentage of the net undercharges
identified and collected.

Reimbursement Services also include: a Defense Audit program which provides
hospitals with specially trained medical auditors to act on their behalf when
dealing with insurance carriers; Patient Audit Request Services, which provides
hospitals with third-party intervention to respond to patient questions or
disputes in regard to billing issues; a Concurrent Audit program, whereby the
Company's auditors review claims as they are generated by the hospital's billing
office to help ensure that hospital charges are accurate upon initial submission
of claims to insurance companies; and Supplemental Audit Support Services,
designed to assist hospitals in evaluating, training and supplementing their
existing internal auditing staffs.

Revenue from Reimbursement Services is considered to be recurring because client
retention is high and services are typically provided over a long period of
time. Approximately 35% of total revenue in 1994 was derived from Reimbursement
Services.

Professional Services. Hospitals often have a shortage of trained billing
- - ---------------------
office personnel and a backlog of claims to be processed. Other times,
hospitals require assistance with converting from one hospital information
system to another. Through its variety of comprehensive professional services,
the Company provides experienced and highly trained personnel to work on-site,
in conjunction with the Company's electronic claims management system, providing
assistance through temporary situations which otherwise would disrupt the normal
billing process.

Many hospitals have found that subcontracting, or "outsourcing", with outside
vendors for food service, emergency room, linen service, waste disposal and
laboratory work can be more cost effective than if the hospital were to itself
provide such services. The Company has found that a number of hospitals can
also benefit from subcontracting all or certain specific functions of their
business office. Acting as a strategic partner with a hospital, the Company's
Professional Services staff can perform all hospital business office functions
related to the reimbursement cycle, from the initial verification of insurance
coverage through the final resolution and payment of the insurance claim. The
Company's Professional Services provide several immediate and measurable
benefits to the hospital business office: needed programs and changes can be
implemented in less time; overhead and operating budgets can be reduced;
necessary expertise to accomplish an objective is readily available; and new
technology is accessible without the usual heavy investment.

Charges for Professional Services are based upon negotiated fees, which can be a
percentage of the claim value submitted through the electronic claims management
system, a percentage of cash collected or a fixed fee, depending on the length
of the project and the level of service provided. Revenue from Professional
Services is generally considered to be non-recurring because the services
provided are under special circumstances that rarely last longer than a few
months. Approximately 8% of total revenue during 1994 was derived from
Professional Services.

Physician Services. Through its newly acquired subsidiary, AMSC, Inc., the
- - ------------------
Company plans to expand its services to the physician and emerging integrated
delivery systems markets. AMSC is the nation's leading reseller of The Medical
Manager physician practice management software and provides complete automated
business office solutions for medical service organizations and physician-
hospital organizations, as well as individual physicians. During 1994,
approximately 5% of the Company's revenue was derived from Physician Services.

Decision Support Services. The Company's electronic claims management system
- - -------------------------
processes approximately $4 billion of healthcare claims per month. As a result,
the Company has established one of the largest data bases of current healthcare
information available. As part of the strategic alliance with Bankers Trust
(see above), the Company plans to market this statistical and tactical
information in an aggregate format to hospitals, hospital associations, state
and federal agencies and other entities.

MARKETING AND CUSTOMERS

The Company markets its reimbursement management services to acute-care
hospitals with greater than 100 beds, of which there are approximately 2,500 in
the United States. The Company markets its physician services to physician
practices across the country. Currently, the Company's EDI, Audit, Professional
and Physician Services are utilized by over 900 clients in 38 states. The
Company's services are marketed by direct sales and account service personnel on
a decentralized basis. Regional offices are maintained in Atlanta, Georgia;
Chicago, Illinois; Dallas, Texas; Orlando, Florida; Palm Springs, California and
Philadelphia, Pennsylvania.

During 1995, the Company's marketing activities will consist primarily of
selling its reimbursement management services to both new and existing clients,
and focusing on the newly emerging integrated delivery systems. Cross-selling
opportunities between the Company's clients will continue to be explored.

During 1994, the Company did not have any customers accounting for more than 10%
of total revenue.

SOFTWARE MAINTENANCE AND DEVELOPMENT

Software Maintenance. To ensure the continuous flow of information, the
- - --------------------
Company's electronic claims management software must be updated to reflect
changes in the rules, regulations and requirements of third-party insurance
payers. To accomplish the updates, the Company regularly obtains current claims
specifications from each insurance payer. Company personnel then translate each
set of specifications to a format that can be used for programming purposes.
Once the specifications are programmed and approved by the Company, the
Company's electronic claims software is then updated and distributed to clients.
Because the requirements of third-party insurance payers change so frequently,
the Company releases updated software to clients on a monthly basis. The
Company's other software products, such as eligibility verification and
remittance posting, generally do not require continuous updates.

Software Development for New States. Currently, the Company offers its
- - -----------------------------------
electronic claims management services in 32 states. Because of its all-payer
approach to claims management, the Company limits its claims management to those
states in which it has first met the requirements for processing Medicare and
Medicaid claims, in addition to commercial claims (the Company currently has the
ability to manage commercial claims in all 50 states). Thus, before the Company
begins managing claims in a new state, the complex and varied requirements of
Medicare and Medicaid fiscal intermediaries must be obtained, translated,
programmed and approved in a process similar to that of software maintenance.
Once claims management has begun, the software will require continuous updating
(see "Software Maintenance" above).

PATENTS, TRADEMARKS AND COPYRIGHTS

The Company has obtained or has applied for all such copyright, trademark and
product and service tradename protection as it deems appropriate for its
software, documentation and product and service tradenames. The Company also
relies upon secrecy and non-disclosure agreements with its employees and
consultants and upon provisions of trade secret and unfair competition laws to
protect its proprietary interests.

The Company has no patents or patent applications pending and does not currently
intend to seek such patent protection. All currently available software
underlying the Company's EDI Services are only usable by its own clients. The
Company's claims editing and transmission software must be constantly maintained
due to changing requirements of the insurance carriers and other payers and
cannot be used independent of the Company's host computer system located in
Tulsa, Oklahoma.

SEASONAL EFFECTS

There are no material seasonal effects on the business of the Company.

COMPETITIVE CONDITIONS

Healthcare reimbursement management has emerged within the last 10 years as an
industry comprised mainly of smaller, privately-owned firms. These firms are
primarily regional or local and, because of their smaller size, tend to
specialize in only one or two areas of reimbursement management (such as claims
processing, follow-up and collections or charge recovery). There are larger
firms, such as Blue Cross/Blue Shield ("BCBS"), which have developed electronic
claims processing programs, but are limited to processing BCBS claims generally
and Medicaid claims only in those states where BCBS is the fiscal intermediary.
There are other electronic claims clearinghouses that have the ability to, and
in some instances do, compete with the Company for claims processing at
competitive rates. Some hospitals have attempted to develop claims processing
capabilities, with limited success.

The Company is aware of approximately twelve firms which claim to be "all-payer"
in their claims processing capabilities. Based upon contacts with
representatives of health insurance companies, trade publications and
associations, the Health Care Financing Administration and its client base, the
Company believes that of these twelve firms, the Company is the only firm whose
reimbursement management services include electronic payer specific editing; a
large number of insurance carriers accepting electronic claims; installation,
training and support services; and the ability to offer comprehensive on-site
reimbursement management services. In addition, the Company is developing and
presently offers healthcare providers a variety of technology-based, electronic
reimbursement management services that are unavailable from any other single
source.

Even though barriers to entry are currently believed to be high due to the time
and expense related to system development and maintenance, there can be no
assurance that well-capitalized competitors, potentially including affiliates of
health insurance companies themselves, will not develop claims management and
related services which are directly competitive with, or even superior to, those
of the Company. In addition, the industry trend towards transmission and format
standards could reduce these barriers to entry.

The Company is aware of approximately eight national or regional firms, all of
which are privately owned, which offer Reimbursement Services. The Company also
competes in any given geographic location with any number of local providers of
such services. Some hospitals also perform charge recovery and audit services
in-house. Although the Company is not aware of any charge recovery and audit
firm which competes with the Company on a national level or offers the Company's
variety of reimbursement management programs, competition by local and regional
firms is often intense.

Additionally, the current administration in Washington, D.C., as well as various
governmental agencies, continue to discuss healthcare reform, which will likely
include mandatory electronic processing of all healthcare transactions. The
Company continues to stay informed of decisions being made on a national level,
but is unable to predict the effect on its competitive environment at this time.

EMPLOYEES

As of March 30, 1995, the Company had 411 full-time, 30 part-time and 4
temporary employees.

ITEM 2. PROPERTIES

The Company's corporate offices are comprised of 43,424 square feet in a high-
rise office building in Tulsa, Oklahoma. The Tulsa offices are leased for a
period ending July 31, 1999.

The Company's Reimbursement Services Division leases office space in Palm
Springs, California (see "Item 13. Certain Relationships and Related
Transactions").

The Company also leases office space in Albany, New York; Atlanta, Georgia;
Chicago, Illinois; Dallas, Texas; Los Angeles, California; North Bergen, New
Jersey; Orlando, Florida; Philadelphia, Pennsylvania and San Francisco,
California.

The Company considers that its properties are generally suitable and adequate
for its current needs.

ITEM 3. LEGAL PROCEEDINGS

As of March 30, 1995, there were no material pending legal proceedings to which
the Company or any of its subsidiaries is a party or of which any of its
property is subject.

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

No matter was submitted to a vote of security holders of the Company during the
fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Incorporated by reference herein from page 34 of the Company's 1994 Annual
Report to Shareholders.

ITEM 6. SELECTED FINANCIAL DATA

Incorporated by reference herein from page 16 of the Company's 1994 Annual
Report to Shareholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS

Incorporated by reference herein from pages 17 and 18 of the Company's 1994
Annual Report to Shareholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Incorporated by reference herein from pages 19 through 32 of the Company's 1994
Annual Report to Shareholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Incorporated by reference herein from pages 3, 11, 12 and 21 of the Company's
Proxy Statement dated March 27, 1995.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference herein from pages 13 through 18 of the Company's Proxy
Statement dated March 27, 1995.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Incorporated by reference herein from page 2 of the Company's Proxy Statement
dated March 27, 1995.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Incorporated by reference herein from page 20 of the Company's Proxy Statement
dated March 27, 1995.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 1. FINANCIAL STATEMENTS
--------------------

The following financial statements contained in the Company's 1994 Annual
Report to Shareholders are incorporated in other parts of this Report by
reference:

Annual Report
Page Number
-----------

Consolidated Balance Sheets at December 31, 1994 and 1993..... 20
Consolidated Statements of Operations for the Years Ended
December 31, 1994, 1993 and 1992....................... 21
Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1994, 1993 and 1992........... 22
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1994, 1993 and 1992....................... 23
Notes to Consolidated Financial Statements.................... 25-32
Report of Independent Accountants............................. 19

Page(s) in
Form 10-K
----------
2. FINANCIAL STATEMENT SCHEDULES
------------------------------

Report of Independent Accountants.................................... R-1

Schedule II - Valuation and Qualifying Accounts...................... S-1

All other schedules have been omitted since they are not required, are not
applicable, or because the information required is included in the financial
statement and notes thereto.

3. EXHIBITS
--------

Page(s) of this Form or Report
Exhibit Number Exhibit Description previously filed*
- - -------------- ------------------- ------------------------------

(3) Articles of Incorporation and By-laws: Form 10-K filed March 31, 1990
a. Certificate of Incorporation of Registrant Form 10-K filed March 31, 1990
b. Bylaws of Registrant

(4) Instruments defining the rights of security Form S-3 Registration Statement
holders, including indentures effective February 5, 1991

(9) Voting trust agreement N/A

Page(s) of this Form or Report
Exhibit Number Exhibit Description previously filed*
- - -------------- ------------------- ------------------------------

(10) Material contracts:
a. Office Space Lease Agreement between Page 19
Metropolitan Life Insurance Co. and C.I.S.,
Inc.
b. Amended and Restated C.I.S. Form 10-K filed March 26, 1993
Technologies, Inc. Stock Option Plan,
effective October 26, 1989
c. Credit Agreement and Annex A to Credit Page 45
Agreement between C.I.S. Technologies, Inc.
and General Electric Capital Corporation
d. Stock Purchase Agreement between Page 105
General Electric Capital Corporation and
C.I.S. Technologies, Inc.
e. Registration Rights Agreement between Page 123
General Electric Capital Corporation and
C.I.S. Technologies, Inc.
f. Stock and Warrant Purchase Agreement Page 146
between BT Holdings (New York), Inc. and
C.I.S. Technologies, Inc. and related Warrant
to Purchase Shares of Series A Participating
Convertible Preferred Stock
g. Form of Certificate of Designation and Page 172
Terms of the Series A Participating
Convertible Preferred Stock of C.I.S.
Technologies, Inc.
h. Assets Purchase Agreement between Page 189
C.I.S. Technologies, Inc. and Healthcare
Research Systems, Inc.
i. Limited Transferable Warrant to Purchase Page 202
Shares of Common Stock

(11) Statement re: computation of per share 1994 Annual Report to Shareholders,
earnings page 31

(12) Statement re: computation of ratios N/A

(13) Annual report to security holders, Form 10-Q Page 211
or quarterly report to security holders:

The Registrant's 1994 Annual Report to
Shareholders (certain portions of which are
incorporated herein by reference and are
identified by reference to page numbers
thereof in the text of this report. Such Annual
Report, except for those portions thereof
which are expressly incorporated by reference
in this filing, is furnished for the information of
the Commission and is not to be deemed
"filed" as part of this filing or otherwise).

Page(s) of this Form or Report
Exhibit Number Exhibit Description previously filed*
- - -------------- ------------------- ------------------------------

(16) Letter re: change in certifying accountant N/A

(18) Letter re: change in accounting principles N/A

(21) Subsidiaries of the Registrant Page 229

(22) Published report regarding matters submitted N/A
to vote of security holders

(24) Power of Attorney N/A

(27) Financial Data Schedule Page 230

(28) Information from reports furnished to state N/A
insurance regulatory authorities

* Incorporated herein by reference

(b) REPORTS ON FORM 8-K

During the fourth quarter of 1994, specifically on November 17, 1994, one
Report on Form 8-K was filed reporting the acquisition of AMSC, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

C.I.S. TECHNOLOGIES, INC.

Date: April 14, 1995 By /s/ Philip D. Kurtz
-------------------- -------------------------------------
PHILIP D. KURTZ,
Chief Executive Officer
(Principal Executive Officer)

Date: April 14, 1995 By /s/ Richard A. Evans
------------------- -------------------------------------
RICHARD A. EVANS,
Treasurer and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Date: April 14, 1995 By /s/ James L. Hersma
------------------- -------------------------------------
JAMES L. HERSMA, Director

Date: April 14, 1995 By /s/ Philip D. Kurtz
------------------- -------------------------------------
PHILIP D. KURTZ, Director

Date: April 14, 1995 By /s/ Nathan H. Peck, Jr.
------------------- -------------------------------------
NATHAN H. PECK, JR., Director

Date: April 14, 1995 By /s/ John D. Platt
------------------- -------------------------------------
JOHN D. PLATT, Director

Date: April 14, 1995 By /s/ Dennis D. Pointer
------------------- -------------------------------------
DENNIS D. POINTER, Director

Date: April 14, 1995 By /s/ Robert J. Simmons
------------------- -----------------------------------
ROBERT J. SIMMONS, Director

Date: April 14, 1995 By /s/ N. Thomas Suitt
------------------- -----------------------------------
N. THOMAS SUITT, Director

REPORT OF INDEPENDENT ACCOUNTANTS

Our report on the consolidated financial statements of C.I.S. Technologies,
Inc. and Subsidiaries has been incorporated by reference in this Form 10-K from
page 19 of the 1994 Annual Report to Shareholders of C.I.S. Technologies, Inc.
In connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in the index on page 11 of this
Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

COOPERS & LYBRAND L.L.P.

Tulsa, Oklahoma
February 7, 1995

R-1

C.I.S. TECHNOLOGIES, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 1994, 1993 and 1992

Balance at Additions: Additions: Deductions: Balance
beginning Charged to Subsequent Write-offs at end
of period expense collections of accounts of period
---------- ----------- ----------- ----------- -----------

Allowance for doubtful
accounts

1994................................ $ 318,920 $ 2,957 $ 232 $ 1,441 $ 320,668
========== =========== =========== =========== ===========
1993................................ $ 361,433 $ 51,325 $ - $ 93,838 $ 318,920
========== =========== =========== =========== ===========
1992................................ $ 241,070 $ 212,712 $ - $ 92,349 $ 361,433
========== =========== =========== =========== ===========

Balance at Balance
beginning at end
of period Additions Deductions of period
----------- ----------- ---------- -----------

Valuation allowance -
Deferred Tax Asset

1994....................................... $ 2,281,058 $ - $ 1,046,129 $ 1,234,929
============== =============== ============== ==============
1993....................................... $ - $ 3,311,514* $ 1,030,456 $ 2,281,058
============== =============== ============== ==============
1992....................................... $ - $ - $ - $ -
============== =============== ============== ==============

* Represents initial valuation allowance recorded at date of adoption of
Statement of Financial Accounting Standards No. 109.

S-1