<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

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

(Mark One)

__X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2001

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

For the transition period from _______ to ________.

                        Commission File Number: 000-21240
                                                ---------

                              NEOWARE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)




          Delaware                                         23-2705700
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                                400 Feheley Drive
                       King of Prussia, Pennsylvania 19406
                    (Address of principal executive offices)

                                 (610) 277-8300
               (Registrant's telephone number including area code)

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

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 __

As of April 24, 2001, there were 10,276,163 outstanding shares of the
Registrant's Common Stock.


                                       1

<PAGE>

                              NEOWARE SYSTEMS, INC.

                                      INDEX


PART I. FINANCIAL INFORMATION                                              Page
                                                                          Number
Item 1. Unaudited Consolidated Financial Statements:

        Consolidated Balance Sheets:
        March 31, 2001 and June 30, 2000                                      3

        Consolidated Statements of Operations:
        Three and Nine Months Ended March 31, 2001 and 2000                   4

        Consolidated Statements of Cash Flows:
        Nine Months Ended March 31, 2001 and 2000                             5

        Notes to Consolidated Financial Statements                            6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                                   8

PART II.

Item 1. Legal Proceedings                                                     16

Item 6. Exhibits and Reports on Form 8-K                                      16

Signatures                                                                    17


                                       2
<PAGE>

                              NEOWARE SYSTEMS, INC.

                           CONSOLIDATED BALANCE SHEETS

                                   (Unaudited)




ASSETS                                          March 31, 2001     June 30, 2000
                                                --------------     -------------
CURRENT ASSETS:
Cash and cash equivalents                        $ 13,672,352     $  13,831,792
Accounts receivable, net                            2,642,369         2,068,230
Inventories                                           475,584         1,119,844
Prepaid expenses and other                            175,260           249,196
Notes receivable                                       14,286           726,072
                                                 ------------      ------------
Total current assets                               16,979,951        17,995,134

Property and equipment, net                           172,349           231,933
Notes receivable                                       78,216            78,216
Capitalized and purchased software, net               224,068           363,096
                                                 ------------      ------------
                                                 $ 17,454,584      $ 18,668,379
                                                 ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                 $    620,800      $  1,153,972
Accrued expenses                                    1,081,391           602,641
Deferred revenue                                      333,930           434,686
                                                 ------------      ------------
Total current liabilities                           2,036,121         2,191,299
                                                 ------------      ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock                                             -                 -
Common stock                                           10,277            10,275
Additional paid-in capital                         24,370,849        24,369,648
Treasury stock                                       (100,000)                -
Accumulated deficit                                (8,862,663)       (7,902,843)
                                                 ------------      ------------
Total stockholders' equity                         15,418,463        16,477,080
                                                 ------------      ------------
                                                 $ 17,454,584      $ 18,668,379
                                                 ============      ============


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


                                       3
<PAGE>

                              NEOWARE SYSTEMS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              Three Months Ended                  Nine Months Ended
                                                        ------------------------------       -----------------------------
                                                        March 31,            March 31,       March 31,           March 31,
                                                           2001                 2000           2001                2000
                                                        ---------            ---------       ---------           ---------
<S>                                                    <C>                 <C>             <C>                <C>
Net revenues                                           $ 4,911,167         $ 2,520,727     $ 12,333,573       $  7,840,093
Cost of revenues                                         3,229,790           2,131,923        8,480,431          6,312,377
                                                       -----------         -----------     ------------       ------------
Gross profit                                             1,681,377             388,804        3,853,142          1,527,716
                                                       -----------         -----------     ------------       ------------

OPERATING EXPENSES:
Sales and marketing                                        740,200             359,448        2,215,976            980,069
Research and development                                   258,293             138,860          618,843            480,065
General and administrative                                 574,561             454,232        1,623,406          1,329,921
Acquisition costs                                                -              39,942          161,038            445,987
                                                       -----------         -----------     ------------       ------------

Operating expenses                                       1,573,054             992,482        4,619,263          3,236,042
                                                       -----------         -----------     ------------       ------------

Operating income (loss)                                    108,323            (603,678)        (766,121)        (1,708,326)

Impairment charge                                         (812,000)                  -         (812,000)                 -
Interest income, net                                       207,929              40,183          618,301             86,946
                                                       -----------         -----------     ------------       ------------

Net (loss) income                                      $  (495,748)        $  (563,495)    $   (959,820)      $ (1,621,380)
                                                       ===========         ===========     ============       ============

Basic and diluted loss per share                       $     (0.05)        $     (0.08)    $      (0.09)      $      (0.25)
                                                       ===========         ===========     ============       ============
Weighted average number of
shares used in basic and diluted loss per
share computation                                       10,176,060           6,872,634       10,242,657          6,493,581
                                                       ===========         ===========     ============       ============
</TABLE>


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


                                       4
<PAGE>

                              NEOWARE SYSTEMS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 Nine Months Ended      Nine Months Ended
                                                                      March 31,             March 31,
                                                                        2001                  2000
                                                                 -----------------      -----------------
<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income                                                   $   (959,820)          $ (1,621,380)
Adjustments to reconcile net (loss) income to
   net cash provided by (used in) operating activities-
       Provision for inventory obsolescence                                    -                130,000
       Depreciation and amortization                                     262,101                434,340
Changes in operating assets and liabilities-
   (Increase) decrease in:
       Accounts receivable                                              (574,139)               816,099
       Inventories                                                       644,260                213,218
       Prepaid expenses and other                                         73,936                214,887
   Increase (decrease) in:
       Accounts payable                                                 (533,172)              (605,790)
       Accrued expenses                                                  478,750               (283,332)
       Deferred revenue                                                 (100,756)               (33,474)
                                                                    ------------           ------------
Net cash (used in) provided by operating activities                     (708,840)              (735,432)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                   (61,966)                (7,339)
   Purchase of treasury stock                                           (100,000)                     -
   Capitalized software                                                   (1,523)              (124,630)
                                                                    ------------           ------------
Net cash (used in) provided by investing activities                     (163,489)              (131,969)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in notes receivable                                          711,686                      -
   Exercise of stock options                                               1,203                264,757
   Exercise of warrants                                                        -              8,366,766
   Repayments under line of credit                                             -               (143,000)
                                                                    ------------           ------------
Net cash provided by (used in) financing activities                      712,889              8,488,523

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        (159,440)             7,621,122
                                                                    ------------           ------------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        13,831,792              1,470,906
                                                                    ------------           ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD
                                                                    $ 13,672,352           $  9,092,028
                                                                    ============           ============
SUPPLEMENTAL DISCLOSURES:
   Cash paid for interest                                           $      5,555           $     14,372
                                                                    ============           ============
</TABLE>


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


                                       5
<PAGE>

                              NEOWARE SYSTEMS, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Neoware Systems,
Inc. and Subsidiaries (the "Company") have been prepared in conformity with
generally accepted accounting principles. The interim financial information,
while unaudited, reflects all normal recurring adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position and operating results for the interim periods presented. The results of
operations for the nine-month period ended March 31, 2001 are not necessarily
indicative of results expected for the full year. These financial statements
should be read in conjunction with the audited consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission.


2. REVENUE RECOGNITION AND MAJOR CUSTOMERS

Product revenue is recognized at the time of title transfer, which ordinarily
occurs at the time of shipment. From time to time, customers request delayed
shipment, usually because of customer scheduling for systems integration and
lack of storage space at customers' facility during the implementation. In such
"bill and hold" transactions, the Company recognizes revenues when the following
conditions are met: the equipment is complete, ready for shipment and segregated
from other inventory; the Company has no further significant performance
obligations in connection with the completion of the transaction; the commitment
and delivery schedule is fixed; the customer requested the transaction be
completed on this basis; and the risks of ownership have passed to the customer.
Revenues recognized from "bill and hold" transactions for products which had not
shipped by March 31, 2001 and 2000 were $190,000 and $164,000, respectively.
Accounts receivable relating to "bill and hold" transactions were $190,000 and
zero at March 31, 2001 and 2000, respectively.

The Company also licenses its software products to customers for installation on
the customers' hardware platforms. Such license fee revenue is recognized when a
formal arrangement exists, delivery of the product has occurred, the license fee
is deemed fixed or determinable and collectibility is probable.

Product warranty costs and an allowance for sales returns are accrued at the
time revenues are recognized. The Company offers customers the opportunity to
contract for extended warranty, upgrades and technical support at an additional
cost. The revenue related to these services is recognized ratably over the
service period, generally ranging from one to three years.

Net revenues from two customers were 13.6 % and 12.5% of total net revenues for
the three months ended March 31, 2001 and net revenues from one customer were
15.0% of total net revenues for the nine months ended March 31, 2001. At March
31, 2001, the Company had receivables from these two customers of approximately
$500,000 and $ 350,000, respectively. Net revenues from one customer amounted to
11.3% of total net revenues for the three months ended March 31, 2000. No
individual customer accounted for 10% or more of revenues for the nine months
ended March 31, 2000.


                                       6
<PAGE>

3. INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by the
first-in, first-out method and consisted of the following:

                                                        March 31,      June 30,
                                                          2001           2000
                                                        --------      ----------
Purchased components and subassemblies                  $155,636      $  584,303
Finished goods                                           319,948         535,541
                                                        --------      ----------
                                                        $475,584      $1,119,844
                                                        ========      ==========


4. NOTES RECEIVABLE

In October 1997, the Company merged ITC, a wholly-owned subsidiary, into
Broadreach Consulting, Inc. in exchange for a 2% stock interest in Broadreach,
$300,000 in cash and $700,000 under a note with interest at 8%. During fiscal
1999, the Company sold its 2% interest in Broadreach for $406,930. During the
three months ended March 31, 2001, as a result of current conditions affecting
Broadreach and Broadreach's industry (the technology consulting sector), the
Company recorded an impairment reserve of $812,000 related to the note which
represents the original note amount plus outstanding accrued interest. Any
future collection of this outstanding obligation will be recorded as a gain in
the period of collection.

During April 2000, the Company entered into note agreements with two of its
officers in the aggregate of $104,288 in order to provide a portion of funds
required for the exercise by the officers of the warrants to purchase the
Company's common stock which they held. The notes are repayable in equal
installments over four years and bear interest at an annual rate of 8%.

5. LINE OF CREDIT

The Company has a line of credit agreement with a bank which provides for
borrowings up to $2,000,000 subject to certain limitations, as defined. The line
of credit matures on June 30, 2001. Borrowings under the agreement bear interest
at the bank's prime rate (8% at March 31, 2001) plus 1/2%. At March 31, 2001 and
June 30, 2000, there were no borrowings under the line. The line of credit is
collateralized by substantially all assets of the Company. The line of credit
agreement requires the Company to maintain certain financial ratios and meet
other financial conditions, as defined.

6. EARNINGS PER SHARE

The Company applies SFAS No. 128, "Earnings per Share." SFAS 128 requires dual
presentation of basic and diluted earnings per share ("EPS") for complex capital
structures on the face of the statement of operations. Basic EPS is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution from the
exercise or conversion of securities into Common stock, such as stock options.
Options to purchase 1,625,250 shares of Common Stock at prices ranging from $.84
to $7.13 per share were outstanding at March 31, 2001. These options were not
recorded in the diluted earnings per share computation as the effect would be
anti-dilutive due to the net loss reported.


                                       7
<PAGE>

7. ACQUISITION COSTS

During the nine months ended March 31, 2001 and 2000, the Company incurred costs
of $161,038 and $445,987, respectively, in connection with two separate proposed
acquisitions that were not consummated.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Introduction

The Company provides software and solutions to enable Appliance Computing, a new
Internet-based computing architecture that is designed to be simpler and easier
than today's traditional PC-based computing. The Company's software and
management tools power and manage a new generation of smart computing appliances
that utilize the benefits of open, industry-standard technologies to create new
alternatives to personal computers and a wide variety of proprietary business
devices. The Company's products are designed to run local applications for
specific vertical markets, plus allow access across a network to Linux servers,
multi-user Windows servers running Windows-based applications and the Internet.
Computing appliances that run and are managed by the Company's software offer
the cost benefits of industry-standard hardware and software, easier
installation and lower up-front and administrative costs than proprietary or
PC-based alternatives.

Results of Operations

The following table sets forth, for the periods indicated, certain items from
the Company's unaudited consolidated statements of operations as a percentage of
net revenues.

<TABLE>
<CAPTION>
                                     For the Three Months Ended      For the Nine Months Ended
                                               March 31                       March 31
                                     --------------------------      -------------------------
                                       2001               2000        2001               2000
                                     -------            -------      ------            -------
<S>                                   <C>                <C>         <C>                <C>
Gross profit                          34.2 %             15.4 %      31.2 %             19.5 %

Operating expenses
  Sales and marketing                 15.1               14.2        17.9               12.5
  Research and development             5.2                5.5         5.0                6.1
  General and administrative          11.7               18.0        13.2               17.0
  Acquisition costs                      -                1.6         1.3                5.7
                                     -----              -----        ----              -----
Operating income (loss)                2.2              (23.9)       (6.2)             (21.8)

Impairment charge                    (16.5)                 -        (6.6)                 -
Interest income, net                   4.2                1.5         5.0                1.1
                                     -----              -----        ----              -----
Net loss                             (10.1)%            (22.4)%      (7.8)%            (20.7)%
                                     =====              =====        ====              =====

</TABLE>

Net revenues for the three and nine month periods ended March 31, 2001 increased
to $4,911,167 and $12,333,573 from $2,520,727 and $7,840,093 for the comparable
periods in the prior fiscal year. The increase in net revenues was attributable
to a substantial increase in the number of computing appliance units shipped
resulting from the greater acceptance of the Company's software and computing
appliance products. The Company is subject to significant variances in its
quarterly operating results because of fluctuations in the timing of the receipt
of large orders.


                                       8
<PAGE>

The Company's gross profit as a percentage of net revenues for the three and
nine month periods ended March 31, 2001 increased to 34.2% and 31.2% from 15.4%
and 19.5% for the comparable periods of the prior fiscal year. The increase was
attributable to the reduction in the cost of the Company's products resulting
from the transition in the early part of the calendar year 2000 to installing
its software products on standard hardware components as opposed to the costs
associated with the custom manufacture of proprietary hardware products. In
addition, fixed overhead costs represented a lower percentage of revenue during
the three and nine month periods ended March 31, 2001 than in the prior year.
The Company anticipates that its gross profit percentage will vary from quarter
to quarter depending on the mix of business, including the mix of hardware and
software revenues. The gross profit margin also varies in response to
competitive market conditions as well as periodic fluctuations in the cost of
memory and other significant components. The market in which the Company
competes remains very competitive and although the Company intends to continue
its efforts to reduce the cost of its products, there can be no certainty that
the Company will not be required to reduce prices of its products without
compensating reductions in the cost to produce its products in order to increase
its market share or to meet competitors' price reductions.

Operating expenses for the three and nine month periods ended March 31, 2001
were $1,573,054 and $4,619,263, an increase from operating expenses of $992,482
and $3,236,042 in the comparable periods of the prior fiscal year. The increases
in operating expenses are a result of the execution of the Company's expansion
plan.

Sales and marketing expenses for the three and nine month periods ended March
31, 2001 increased to $740,200 and $2,215,976 from $359,448 and $980,069 for the
comparable periods in the prior fiscal year. These increases reflect additional
sales and marketing personnel, including the opening of four regional sales
offices in the US and one in France, increased marketing activities and higher
commission expenses due to increased sales.

Research and development expenses for the three and nine month periods ended
March 31, 2001 increased to $258,293 and $618,843 from $138,860 and $480,065 in
the comparable periods in the prior year primarily as a result of an increase in
personnel dedicated to software development activities.

General and administrative expenses for the three and nine month periods ended
March 31, 2001 increased to $574,561 and $1,623,406 from $454,232 and $1,329,921
in the comparable periods in the prior year primarily due to increased personnel
and professional services costs.

Acquisition costs of $161,038 and $445,987 were incurred during the nine months
ended March 31, 2001 and 2000, respectively, which related primarily to
professional services fees incurred in connection with two separate proposed
acquisitions that were not consummated.

Net interest income for the three and nine month periods ended March 31, 2001
increased to $207,929 and $618,301 as compared to $40,183 and $86,946 for the
comparable periods in the prior fiscal year. The increases were due to interest
earned on the cash generated during the latter part of fiscal 2000 as a result
of the exercise of the Company's warrants which amounted to approximately
$14,000,000.

No income tax benefit was recognized in the three and nine month periods ended
March 31, 2001 or 2000 as a result of the net operating losses incurred during
the periods since there is no assurance at this time that the benefit of the net
operating loss carryforwards will be realized.

For the three months ended March 31 2001, the Company's net loss, including the
non-operating impairment charge of $812,000, was $495,748 as compared to a net
loss of $563,495 for the comparable period in the prior year. The decrease in
net loss was attributable to increased revenues, gross margin and interest
income, offset by an increase in operating expenses and the non-operating
impairment charge.


                                       9
<PAGE>

Liquidity and Capital Resources

As of March 31, 2001, the Company had net working capital of $14,943,830
composed primarily of cash and cash equivalents, accounts receivable and
inventory. The Company's principal sources of liquidity include $13,672,352 of
cash and cash equivalents and a $2,000,000 bank line of credit facility with
First Union National Bank, all of which was available as of March 31, 2001. The
facility is secured by a first lien security interest on all tangible and
intangible personal property of the Company and separate pledges of investment
property owned by Neoware Investments, Inc. and Neoware Licensing, Inc., each of
which is a wholly-owned subsidiary of the Company. The facility agreement
requires the Company to maintain certain financial ratios and meet other
financial conditions, as defined. Interest on the line of credit facility
accrues at the bank's prime rate plus one-half percent (.5%) with all principal
and interest due and payable on June 30, 2001. The Company had no borrowings
under the line of credit as of March 31, 2001.

Cash and cash equivalents decreased by $159,440 during the nine months ended
March 31, 2001, primarily as a result of increases in accounts receivable and
treasury stock, offset by a decrease in inventories.

The Company used cash in operations of $708,840 and $735,432 for the nine months
ended March 31, 2001 and 1999, respectively. Cash flow from operations can vary
significantly from quarter to quarter depending on the timing of payments from,
and shipments to, large customers.

The Company expects to fund current operations and other cash expenditures
through the use of available cash, cash from operations, funds available under
its credit facility and possible new debt or equity sources. Management believes
that there will be sufficient funds from current cash, operations and available
financing to fund operations and cash expenditures for the foreseeable future,
however, the Company must generate net income in order to provide adequate
funding for the long term.

Factors Affecting the Company and Future Operating Results

Our future results may be affected by industry trends and specific risks in our
business. Some of the factors that could materially affect our future results
include those described below.

We have a history of losses and may experience losses in the future, which could
result in the market price of our common stock declining.

         We have recently incurred significant net losses, including net losses
of $960,000 and $1.8 million for the nine months ended March 31, 2001 and the
year ended June 30, 2000, respectively. In addition, we had an accumulated
deficit of $8.9 million as of March 31, 2001. We expect to continue to incur
significant product development, sales and administrative expenses. Our expenses
increased during the latter part of the fiscal year ended June 30, 2000 and
during the nine months ended March 31, 2001 reflecting the hiring of additional
key personnel and it is anticipated that costs will continue to increase during
the year ending June 30, 2001 as we continue to implement our business plan. As
a result, we will need to generate significant revenues to generate net income .
We cannot be certain that we will be able to generate net income in the future
or, if we do so, whether we will be able to sustain it. If we are unable to do
so, the market price for our common stock may decline, perhaps substantially.

         Our financial resources, even with the proceeds raised from the
exercise of our common stock purchase warrants, may not be enough for our
capital needs, and we may not be able to obtain additional financing. A failure
to derive new revenues from our new business plan would likely increase our
losses and negatively impact the price of our common stock.


                                       10
<PAGE>

Our ability to accurately forecast our quarterly sales is limited, although our
costs are relatively fixed in the short term. We expect our business to be
affected by rapid technological change, which may adversely affect our quarterly
operating results.

         Because of the new and rapidly evolving market for our embedded Linux
and Windows-based computing appliances, our ability to accurately forecast our
quarterly sales is limited, which makes it difficult to predict the quarterly
revenues that we will recognize. In addition, we cannot forecast operating
expenses based on historical results, and most of our costs are for personnel
and facilities, which are relatively fixed in the short term. If we have a
shortfall in revenues in relation to our expenses, we may be unable to reduce
our expenses quickly enough to avoid significantly greater losses. We do not
know whether our business will grow rapidly enough to absorb the costs of these
employees and facilities. As a result, our quarterly operating results could
fluctuate.

There are factors that may affect the market acceptance of our products, some of
which are beyond our control, including the following:

o the growth and changing requirements of the Appliance Computing market;

o the quality, price, performance and total cost of ownership of our products;

o the availability, price, quality and performance of competing products and
  technologies; and

o the successful development of our relationships with software providers,
  original equipment manufacturer customers and existing and potential channel
  partners.

         We may not succeed in developing and marketing our new computing
appliance products, and our operating results may decline as a result.

Our business is dependent on customer adoption of Linux and Windows-based
computing appliances to perform discrete tasks for corporate and Internet-based
computer networks and a decrease in their rates of adoption could adversely
affect our ability to increase our revenues.

         We are dependent on the growing use of computing appliances to perform
discrete tasks for corporate and Internet-based networks to increase our
revenues. If the role of computing appliances does not increase as we
anticipate, or if it in any way decreases, our revenues would not materialize.
We believe that our expectations for the growth of the information appliance
market may not be fulfilled if customers continue to use general-purpose
personal computers. In addition, if corporate information technology
organizations do not accept Linux-based or Windows-based operating systems, or
if there is a wide acceptance of alternative operating systems that provide
enhanced capabilities, our operating results could be harmed.

         The Appliance Computing market in which we compete is new and
unpredictable, and if this market does not develop and expand as we anticipate,
our revenues may not grow. In addition, consolidation in this market could
result in our clients being absorbed into larger organizations that might not be
as receptive to our products.

Because some of our products use Linux as their operating system, the failure of
Linux developers to enhance and develop the Linux kernel could impair our
ability to release major product upgrades and maintain market share.


                                       11
<PAGE>

         We may not be able to release major upgrades of our new products on a
timely basis because some of our products use Linux as their operating system.
The heart of Linux, the Linux kernel, is maintained by third parties. Linus
Torvalds, the original developer of the Linux kernel, and a small group of
independent engineers are primarily responsible for the development and
evolution of the Linux kernel. If this group of developers fails to further
develop the Linux kernel or if Mr. Torvalds or other prominent Linux developers
were to no longer work on the Linux kernel, we would have to either rely on
another party to further develop the kernel or develop it ourselves. To date, we
have optimized our Linux-based operating system based on a version of Red Hat
Linux. If we were unable to access Red Hat Linux, we would be required to spend
additional time to obtain a tested, recognized version of the Linux kernel from
another source or develop our own operating system internally. We cannot predict
whether enhancements to the kernel would be available from reliable alternative
sources. We could be forced to rely to a greater extent on our own development
efforts, which would increase our development expenses and might delay our
product release and upgrade schedules. In addition, any failure on the part of
the kernel developers to further develop and enhance the kernel could stifle the
development of additional Linux-based applications for use with our products.

         We may not succeed if Linux fragments, and application developers do
not develop software for our products.

Because we depend on sole source, limited source and foreign source suppliers
for key components, we are susceptible to supply shortages that could prevent us
from shipping customer orders on time, if at all, and result in lost sales.

         We depend upon single source suppliers for our information appliance
products and for several of the components in them. We also depend on limited
sources to supply several other industry standard components. We also rely on
foreign suppliers which subject us to risks associated with foreign operations
such as the imposition of unfavorable governmental controls or other trade
restrictions, changes in tariffs and political instability.

         We have in the past experienced and may in the future experience
shortages of, or difficulties in acquiring, these components. If we are unable
to buy these components, we will not be able to deliver our products to our
customers which will negatively impact our revenue and operating results.

Because we rely on channel partners to sell our products, our revenues could be
negatively impacted if our existing channel partners do not continue to purchase
products from us.

         We cannot be certain that we will be able to attract channel partners
that market our products effectively or provide timely and cost-effective
customer support and service. None of our current channel partners is obligated
to continue selling our products nor to sell our new products. We cannot be
certain that any channel partner will continue to represent our products or that
our channel partners will devote a sufficient amount of effort and resources to
selling our products in their territories. We need to expand our direct and
indirect sales channels, and if we fail to do so, our growth could be limited.

We do not have a large consulting staff, and our revenues may suffer if
customers demand extensive consulting or other support services.

         Many of our competitors offer extensive consulting services in addition
to products. If we introduced a product that required extensive consulting
services for installation and use or if our customers wanted to purchase from a


                                       12
<PAGE>

single vendor a menu of items that included extensive consulting services, we
would be required to change our business model. We would be required to hire and
train consultants, outsource the consulting services or enter into a joint
venture with another company that could provide those services. If these events
were to occur, our future profits would likely suffer because customers would
choose another vendor or we would incur the added expense of hiring and
retaining consulting personnel.

We may not be able to compete effectively against other providers as a result of
their greater financial resources and brand awareness.

         In the market for computing appliances, we face significant competition
from larger companies who have greater financial resources and name recognition
than we do. Increased competition may negatively affect our business and future
operating results by leading to price reductions, higher selling expenses or a
reduction in our market share.

         Our future competitive performance depends on a number of factors,
including our ability to:

o continually develop and introduce new products and services with better prices
  and performance than offered by our competitors;

o offer a wide range of products; and

o offer high-quality products and services.

         If we are unable to offer products and services that compete
successfully with the products and services offered by our competitors, our
business and our operating results would be harmed. In addition, if in
responding to competitive pressures, we are forced to lower the prices of our
products and services and we are unable to reduce our costs, our business and
operating results would be harmed.

Computing appliance products are subject to rapid technological change due to
changing operating system software and network hardware and software
configurations, and our products could be rendered obsolete by new technologies.

         The computing appliance market is characterized by rapid technological
change, frequent new product introductions and enhancements, uncertain product
life cycles, changes in customer demands and evolving industry standards. Our
products could be rendered obsolete if products based on new technologies are
introduced or new industry standards emerge.

We may not be able to preserve the value of our products' intellectual property
because we do not have any patents and other vendors could challenge our other
intellectual property rights.

         Our products will be differentiated from those of our competitors by
our internally developed technology that is incorporated into our products. If
we fail to protect our intellectual property, other vendors could sell products
with features similar to ours, and this could reduce demand for our products,
which would harm our operating results.

We may not be able to attract software developers to bundle their products with
our information appliances.


                                       13
<PAGE>

         Our computing appliances include our own software, plus software from
other companies for specific vertical markets. If we are unable to attract
software developers, and are unable to include their software in our products,
we may not be able to offer our computing appliances for certain important
target markets, and our financial results will suffer.

Our embedded Linux software is based upon the open-sourced Linux operating
system, and we do not expect to retain ownership of our enhancements to this
operating system.

         The Linux operating system is freely available software that is
provided under a software license requiring that modifications to the Linux
operating system (as opposed to the Company's proprietary software) be made
freely available to other software developers. As a result, we do not intend to
attempt to protect the intellectual property related to changes that we make to
the Linux operating system. Providing these changes to other software developers
may allow other companies to offer products which are similar to ours,
increasing competition for our products.

In order to grow our revenues, we will need to hire additional personnel,
including software engineers.

         In order to develop and market our line of computing appliances, we
must hire additional software engineers as well as marketing and sales
personnel. Competition for employees with these skills is severe and we may
experience difficulty in attracting suitably qualified people.

     Any future growth we experience will place a significant strain on our
management, systems and resources. To manage the anticipated growth of our
operations, we may be required to:

o improve existing and implement new operational, financial and management
  information controls, reporting systems and procedures;

o hire, train and manage additional qualified personnel; and

o establish relationships with additional suppliers and partners while
  maintaining our existing relationships.

We rely on the services of certain key personnel, and those persons' knowledge
of our business and technical expertise would be difficult to replace.

         Our products and technologies are complex and we are substantially
dependent upon the continued service of our existing personnel. The loss of any
of our key employees could adversely affect our business and slow our product
development processes.

If our expanded European operations are not successful, our business could be
substantially harmed.

         We have recently expanded our European operations and expect that those
operations will grow to account for a significant amount of sales. Our European
operations may be affected by general economic and political conditions in those
countries and currency exchange rate fluctuations, which could affect demand for
our products. In addition, changes to and compliance with foreign laws may
increase our cost of doing business in these jurisdictions.


                                       14
<PAGE>

Errors in our products could harm our business and our operating results.

         Because our computing appliance products are complex, they could
contain errors or bugs that can be detected at any point in a product's life
cycle. Although many of these errors may prove to be immaterial, any of these
errors could be significant. Detection of any significant errors may result in:

o the loss of or delay in market acceptance and sales of our products;

o diversion of development resources;

o injury to our reputation; or

o increased maintenance and warranty costs.

         These problems could harm our business and future operating results.
Product errors or delays could be material, including any product errors or
delays associated with the introduction of new products. Occasionally, we have
warranted that our products will operate in accordance with specified customer
requirements. If our products fail to conform to these specifications, customers
could demand a refund for the purchase price or assert claims for damages.

         Moreover, because our products are used in connection with critical
distributed computing systems services, we may receive significant liability
claims if our products do not work properly. Our agreements with customers
typically contain provisions intended to limit our exposure to liability claims.
However, these limitations may not preclude all potential claims. Liability
claims could require us to spend significant time and money in litigation or to
pay significant damages. Any such claims, whether or not successful, could
seriously damage our reputation and our business.

Forward-Looking Statements

This quarterly report on Form 10-Q contains statements that are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, such as statements regarding acceptance of the Company's appliance
computing products, the ease and simplicity of the Company's products, future
revenues and operating results, the Company's competitive position, the
reduction of the cost of producing the Company's products, the funding of future
operations, the Company's growth strategy and the development of new software
products. These forward-looking statements involve risks and uncertainties. The
factors set forth below and those contained in "Factors Affecting the Company
and Future Operating Results" could cause actual results to differ materially
from those predicted in any such forward-looking statement. Factors that could
affect the Company's actual results include the Company's ability to lower its
costs, customers' acceptance of Neoware's line of computing appliance products,
pricing pressures, rapid technological changes in the industry, growth of the
appliance computing market, risks associated with foreign operations, and
increased competition. These and other risks are detailed from time to time in
Neoware's periodic reports filed with the Securities and Exchange Commission,
including, but not limited to its Annual Report on Form 10-K for the year ended
June 30, 2000.


                                       15
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

         None

Item 6. Exhibits and Reports on Form 8-K

         None


                                       16
<PAGE>

SIGNATURES

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


                                           NEOWARE SYSTEMS, INC.



Date: May 14, 2001                     By: /S/ MICHAEL G. KANTROWITZ
                                           -------------------------------------
                                           Michael G. Kantrowitz
                                           President and Chief Executive Officer



Date: May 14, 2001                     By: /S/ VINCENT T. DOLAN
                                           -------------------------------------
                                           Vincent T. Dolan
                                           Vice President-Finance/Administration
                                           (Principal Accounting Officer and
                                           Principal Financial Officer)

                                       17


<PAGE>

ARTICLE 5

QUARTERLY                                  9 MOS.              9 MOS.

FISCAL YEAR END                            JUN-30-2001         JUN-30-2000
PERIOD END                                 MARCH 31, 2001      MARCH 31, 2000
CASH                                       13,672,352          13,831,792
SECURITIES                                 0                   0
RECEIVABLES                                2,801,417           2,193,639
ALLOWANCES                                 (159,048)           (125,409)
INVENTORY                                  475,584             1,119,844
CURRENT-ASSETS                             16,979,951          17,995,134
PP&E                                       172,349             231,933
DEPRECIATION                               262,101             434,340
TOTAL ASSETS                               17,454,584          18,668,379
CURRENT-LIABILITIES                        2,036,121           2,191,299
BONDS                                      0                   0
PREFERRED-MANDATORY                        0                   0
PREFERRED                                  0                   0
COMMON                                     10,277              10,275
OTHER-SE                                   15,408,186          16,466,805
TOTAL-LIABILITY-AND-EQUITY                 17,454,584          18,668,379
SALES                                      12,333,573          7,840,093
TOTAL-REVENUES                             12,333,573          7,840,093
CGS                                        8,480,431           6,312,377
TOTAL-COSTS                                0                   0
OTHER-EXPENSES                             4,619,263           3,236,042
LOSS-PROVISION                             812,000             0
INTEREST-EXPENSES                          (618,301)           (86,946)
INCOME-PRETAX                              (959,820)           (1,621,380)
INCOME-TAX                                 0                   0
INCOME-CONTINUING                          0                   0
DISCONTINUED                               0                   0
EXTRAORDINARY                              0                   0
CHANGES                                    0                   0
NET-INCOME                                 (959,820)           (1,621,380)
EPS-PRIMARY                                0                   0
EPS-DILUTED                                0                   0