<PAGE>

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

                       U.S. SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC  20549

                                     FORM 10-QSB/A

(Mark One)

/X/  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the quarterly period ended February 28, 1998

/ /  Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from           to
                              -----------   -----------

Commission File Number 0-11791

                               GREENTREE SOFTWARE, INC.
                               ------------------------
           (Name of Small Business Issuer as Specified in Its Charter)


          NEW YORK                                  13-2897997
---------------------------------       ------------------------------------
(State or Other Jurisdiction            (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                               7901 FLYING CLOUD DRIVE
                                      SUITE 200
                               EDEN PRAIRIE, MN  55344
                       ---------------------------------------
                       (Address of Principal Executive Offices)

                                    (612) 941-1500
                                    --------------
                   (Issuer's Telephone Number, Including Area Code)


     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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   / /

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

               Class                         Outstanding at April 14, 1998
-----------------------------                -----------------------------
     COMMON SHARES, PAR VALUE                     3,465,451 SHARES
          $0.01 PER SHARE

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

<PAGE>

                               GREENTREE SOFTWARE, INC.

                                        INDEX



 ITEM                                                                      PAGE
NUMBER                                                                    NUMBER
------                                                                    ------

PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Balance Sheets as of February 28, 1998 and May 31, 1997.....    3

           Statements of Operations for the three months ended
           February 28, 1998 and 1997 and for the nine months ended
           February 28, 1998 and 1997..................................    4


           Statements of Cash Flows for the nine months ended
           February 28, 1998 and 1997..................................    5

           Notes to the Financial Statements...........................  6-9

  Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operation...................... 9-12


PART II.   OTHER INFORMATION

  Item 2.  Changes in Securities.......................................   13

  Item 6.  Exhibits and Reports on Form 8-K............................   14

  Signatures...........................................................   15

                                          2

<PAGE>

PART I.   FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS
          Company for which report is filed:  Greentree Software, Inc. 
          (the "Company")

                               GREENTREE SOFTWARE, INC.
                                    BALANCE SHEETS

<TABLE>
<CAPTION>
                                                  February 28, 1998      May 31, 1997
                                                  -----------------      ------------
                                                     (Unaudited)
<S>                                              <C>                   <C>
Assets
Current Assets:
  Cash and cash equivalents                      $          1,752      $      245,649
  Accounts receivable, net                                118,599             164,556
  Prepaid expenses and other current assets                   803              30,204
                                                 ----------------      --------------
Total Current Assets                                      121,154             440,409
                                                 ----------------      --------------

Property and equipment                                     45,911              54,554
                                                 ----------------      --------------

Other Assets:
  Customer list                                            17,348              29,345
  Capitalized software development costs                  231,724             526,372
  Security deposits                                         9,124               9,124
  Other                                                        --              76,261
                                                 ----------------      --------------
Total Other Assets                                        258,196             641,102
                                                 ----------------      --------------

Total Assets                                     $        425,261      $    1,136,065
                                                 ----------------      --------------
                                                 ----------------      --------------

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities:
  Accounts payable                               $        517,878      $      348,148
  Note Payable Bank                                        50,000                  --
  Convertible notes payable                                50,000           2,049,566
  Accrued expenses                                        298,995             146,214
  Deferred revenues                                        90,706              77,868
                                                 ----------------      --------------
Total Current Liabilities                               1,007,579           2,621,796
                                                 ----------------      --------------

Commitments and Contingencies

Stockholders' Equity (deficit):
Common stock, $0.01 par value, authorized
15,000,000 shares issued and outstanding,
3,132,118 and 1,610,610 shares, respectively               31,321              16,106
Additional paid-in capital                             15,584,048          13,231,268
Accumulated deficit                                   (16,108,655)        (14,644,073)
                                                 ----------------      --------------
                                                         (493,286)         (1,396,699)
Less treasury stock (4,780 shares) at cost                (89,032)            (89,032)
                                                 ----------------      --------------

Total Stockholders' Equity (deficit)                     (582,318)         (1,485,731)
                                                 ----------------      --------------

Total Liabilities and Stockholders'
  Equity (Deficit)                               $        425,261      $    1,136,065
                                                 ----------------      --------------
                                                 ----------------      --------------
</TABLE>

                    See accompanying notes to financial statements

                                          3
<PAGE>

                               GREENTREE SOFTWARE, INC.
                               STATEMENT OF OPERATIONS
                                     (Unaudited)


 
<TABLE>
<CAPTION>

                                             FOR THE THREE MONTHS ENDED              FOR THE NINE MONTHS ENDED
                                        -----------------------------------     -----------------------------------
                                          February 28,        February 28,         February 28,        February 28,
                                             1998                 1997                1998                1997
                                             ----                 ----                ----                ----
<S>                                     <C>                 <C>                 <C>                 <C>
Net Revenues:
  Product                               $       183,352     $       328,077     $       280,477     $       404,420
  Services                                       51,488              57,405             143,115             151,802
                                        ---------------     ---------------     ---------------     ---------------
Total Net Revenues                              234,840             385,482             423,592             556,222
                                        ---------------     ---------------     ---------------     ---------------

Costs and Expenses:
  Cost of revenues                              162,868             126,532             420,273             349,464
  Selling expenses                              117,140             161,848             390,713             363,899
  General and administrative                    373,019             226,714           1,065,174             844,376
                                        ---------------     ---------------     ---------------     ---------------
Total Costs and Expenses                        653,027             515,094           1,876,160           1,557,739
                                        ---------------     ---------------     ---------------     ---------------

Operating Loss                                 (418,187)           (129,612)         (1,452,568)         (1,001,517)

Interest Expense, net                            (5,438)               (711)            (12,014)               (711)
                                        ---------------     ---------------     ---------------     ---------------

Loss Before Income Taxes                       (423,625)           (130,323)         (1,464,582)         (1,002,228)

Income Taxes                                         --                  --                  --                  --
                                        ---------------     ---------------     ---------------     ---------------

Net Loss                                $      (423,625)    $      (130,323)    $    (1,464,582)    $    (1,002,228)
                                        ---------------     ---------------     ---------------     ---------------
                                        ---------------     ---------------     ---------------     ---------------


Net loss per common share (Basic)       $         (0.14)    $         (0.08)    $         (0.56)    $         (0.63)
                                        ---------------     ---------------     ---------------     ---------------
                                        ---------------     ---------------     ---------------     ---------------


Weighted average shares outstanding           3,094,967           1,610,610           2,617,159           1,592,832
                                        ---------------     ---------------     ---------------     ---------------
                                        ---------------     ---------------     ---------------     ---------------
</TABLE>

 
                    See accompanying notes to financial statements


                                          4

<PAGE>

                               GREENTREE SOFTWARE, INC.
                               STATEMENTS OF CASH FLOWS
                                     (Unaudited)

 
<TABLE>
<CAPTION>
                                                               FOR THE NINE MONTHS ENDED
                                                           --------------------------------
                                                           February 28,        February 28,
                                                              1998                 1997
                                                              ----                 ----
<S>                                                        <C>                 <C>
Cash Flow From Operating Activities:
  Net loss                                                 $(1,464,582)        $(1,002,228)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                               28,580              76,330
    Amortization of deferred software costs                    370,010             341,466
    Decrease (increase) in accounts receivable                  45,957             (82,581)
    Decrease in inventories                                         --               4,854
    Decrease (increase) in prepaid expenses                     29,401            (134,494)
    Decrease in other assets                                     4,753               5,588
    Increase (decrease) in accounts payable                    169,730             (26,886)
    Increase (decrease) in accrued expenses                    187,328            (242,317)
    Increase (decrease) in deferred revenue                     12,838             (79,564)
                                                           -----------         -----------
Cash Used in Operating Activities                             (615,985)         (1,139,832)
                                                           -----------         -----------

Cash Flow From Investing Activities:
  Additions to property and equipment                           (7,940)            (12,629)
  Additions to capitalized software
    Development costs                                          (75,361)           (168,160)
                                                           -----------         -----------
Cash (Used) in Investing Activities                            (83,301)           (180,789)
                                                           -----------         -----------


Cash Flow From Financing Activities:
  Net proceeds from private placement of shares                385,389           1,109,000
  Net proceeds from private placement of convertible note       50,000                  --
  Bank Financing                                                50,000                  --
  Payment of notes payable                                     (30,000)                 --
                                                           -----------         -----------
Cash Provided by Financing Activities                          455,389           1,109,000
                                                           -----------         -----------

(Decrease) in Cash                                            (243,897)           (211,621)
Cash balance - beginning                                       245,649             249,525
                                                           -----------         -----------

Cash balance - ending                                      $     1,752         $    37,904
                                                           -----------         -----------
                                                           -----------         -----------

Supplemental disclosure of cash
flow information:
  Cash paid for interest                                   $     4,797         $       711
  Cash paid for income taxes                               $        --         $        --
                                                           -----------         -----------
                                                           -----------         -----------

</TABLE>
 

                    See accompanying notes to financial statements


                                          5

<PAGE>

                               GREENTREE SOFTWARE, INC.
                            NOTES TO FINANCIAL STATEMENTS
                                  FEBRUARY 28, 1998


     NOTE 1.  GENERAL INFORMATION:

     The Financial Statements included herein have been prepared by the Company
without audit except the May 31, 1997 balance sheet, which was audited.  The
Statements have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission and reflect all adjustments, consisting of
only normal recurring accruals which are, in the opinion of management,
necessary for a fair statement of the results of operations for the periods
shown.  These statements do not include all information required by Generally
Accepted Accounting Principles to be included in a full set of Financial
Statements.  These Financial Statements should be read in conjunction with the
Financial Statements and notes thereto included in the Company's latest report
on Form 10-KSB, dated May 31, 1997.


     The accompanying financial statements of the Company have been presented on
the basis that the Company is a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business.  The Company reported a net loss of $1,464,582 for the nine month
period ended February 28, 1998, and $1,823,200 for the year ended May 31, 1997.
Additionally, at February 28, 1998, the Company had a working capital deficit of
$886,425 and a stockholders' deficit of $582,318.

     The Company's continued existence is dependent upon its ability to raise
capital and subsequently market its Windows-based purchasing applications--GT
Purchase PRO. Historically, the Company has been successful in raising funds
from outside sources through private placement or other means.  While the
Company believes that its most recent version of GT Purchase PRO has demand in
the marketplace, the Company, however, provides no assurances that significant
revenues will be generated.  The above matters raise substantial doubt about the
Company's ability to continue as a going concern.

     The Company is considered a Small Business (SB) filer pursuant to
Securities and Exchange Commission (SEC) regulations.  As such, the accompanying
financial statements, are not intended to, nor do they, include all disclosures
required by the SEC's Regulation S-X.


                                          6

<PAGE>


     NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES:

     (a)  Accounting Estimates

     Management is required to make estimates and assumptions during the
preparation of financial statements in conformity with Generally Accepted
Accounting Principles.  These estimates and assumptions affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements.  They also affect the
reported amounts of net income (loss) during the period.  Actual results could
differ materially from these estimates and assumptions.

     (b)  Revenue Recognition

     The Company generally recognizes product revenue at the time products are
delivered, provided that no significant Company obligation remains outstanding
and collection of the resulting receivable is deemed probable by management.
Insignificant obligations remaining at the time of shipment are accrued.  For
those shipments, where a license agreement does not exist and the probability of
collection and the existence of remaining obligations could not be determined,
the sale has not been recorded and revenue has not been recognized.

     Service revenues are comprised primarily of revenues derived from
maintenance agreements.  Maintenance fees are recorded as deferred revenue and
recognized over the maintenance period which is usually 12 months.  Also
included in deferred revenue are deferred product revenues which, based on their
terms, will be recognized as revenue when the various terms are met.

     (c)  Accounts Receivable

     Accounts receivable is presented net of allowance for uncollectible
accounts of $30,960 at February 28, 1998, and $57,100 at May 31, 1997.

     (d)  Software Development Costs

     The Company is engaged in research and development activities in the area
of computer software.  In accordance with Generally Accepted Accounting
Principles, costs incurred prior to determination of technological feasibility
are considered research and development and treated as a period cost and,
accordingly, charged to operations.  Once technological feasibility has been
established, development costs are capitalized and amortized over the shorter of
an economic life of one to three years or the proportion of current period
product revenues to total expected product revenues.           

     (e)  Property and Equipment

     Property and equipment are stated at cost, less accumulated 
depreciation. Depreciation is charged to operations over the estimated lives 
of the related assets, generally five to seven years, using the straight-line 
method. Maintenance and repairs are charged to expense as incurred.  
Improvements and betterments that extend the useful life of the assets are 
capitalized. Depreciation was $16,583 and $44,205 for the nine months ended 
February 28, 1998 and 1997, respectively.

                                          7

<PAGE>

     (f)  Customer List

     During the year ended May 31, 1994, the Company acquired the customer list
of one of its resellers for $80,000.  This reseller subsequently became employed
as the president of the Company.  These costs are being amortized using the
straight-line method over five years.  Amortization expense related to this
intangible asset was approximately $12,000 for both the nine months ended
February 28, 1998 and 1997.

     (g)  Cash and Cash Equivalents

     The Company considers all highly liquid investments with original
maturities of 90 days or less to be cash equivalents for financial statement
purposes.  Included in cash equivalents at May 31, 1997, was a money market
account totaling approximately $200,000.

     (h)  Income Taxes

     The Company accounts for income taxes in accordance with the provisions of
the Financial Accounting Standards Board Statement of Financial Accounting
Standard No. 109 (SFAS 109), Accounting for Income Taxes.  SFAS 109 requires
that deferred income taxes reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts.

     (i)  Loss Per Common Share

     Net loss per common share is computed by dividing net loss by the weighted
average number of shares outstanding during the year.  For the nine month period
ended February 28, 1998, and 1997, common stock options and warrants were
anti-dilutive and were not included in the weighted average of common shares
used in determining per share amounts.

     (j)  Recently Issued Accounting Standards

     In March 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share" (SFAS No. 128).  SFAS No. 128 applies to entities
with publicly held common stock or potential common stock and is effective for
financial statements issued for periods ending after December 15, 1997.  Under
SFAS No. 128 the presentation of primary earnings per share is replaced with a
presentation of basic earnings per share.

     SFAS No. 128 requires dual presentation of basic and diluted earnings 
per share for entities with complex capital structures.  Basic earnings per 
share includes no dilution and is computed by dividing net income (loss) 
available to common stockholders by the weighted average number of common 
shares outstanding for the period.  Diluted earnings per share reflects the 
potential dilution of securities that could share in the earnings of an 
entity, similar to fully diluted earnings per share. Management believes the 
adoption of SFAS No. 128 will not have a material effect on the financial 
statements.

                                          8

<PAGE>

     (k)  Reclassification and Stock Split

     Certain prior year balances have been reclassified to conform with current
year presentation.  There was no impact on the prior year's net loss or total
stockholders' equity from the reclassification.

     The Company effected a one-for-six reverse stock split effective July 22,
1997.  All shares and per share amounts contained in the financial statements
and notes thereto reflect the retroactive application of such reverse stock
split for all periods presented.

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

     Except for the historical information contained herein, this Quarterly
Report on Form 10-QSB may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including but not limited to the potential for future
orders and the existence of expressions of interest in the GT Purchase PRO
product. Investors are cautioned that forward-looking statements are inherently
uncertain.  Actual performance and results of operations may differ materially
from those projected or suggested in the forward-looking statements due to
certain risks and uncertainties, including but not limited to, the following
risks and uncertainties:  (i) the Company's history of losses and accumulated
deficit, inconsistent revenues and the uncertainty of future profitability; (ii)
the Company's capital requirements and the uncertainty of additional funding;
(iii) the uncertainty of market acceptance of GT Purchase PRO software; (iv) new
management and the need to recruit sales, service and implementation personnel;
(v) the intense competition in the software field; and (vi) the dependence on
one product and rapid technological change in the industry.  Additional
information concerning certain risks and uncertainties that would cause actual
results to differ materially from those projected or suggested in the
forward-looking statements is contained in the Company's filings with the
Commission, including those risks and uncertainties discussed under the caption
"Risk Factors" in the Company's Annual Report on Form 10-KSB for the year ended
May 31, 1997.  The forward-looking statements contained herein represent the
Company's judgment as of the date of this Quarterly Report on Form 10-QSB, and
the Company cautions readers not to place undue reliance on such statements.


                                          9

<PAGE>

RESULTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 1998 AND 1997

     Total revenues for the three months ended February 28, 1998 were $234,840
compared to revenue of $385,482 for the three months ended February 28, 1997.
Product revenues for the three months ended February 28, 1998, were $183,352
compared to revenues of $328,077 for the three months ended February 28, 1997.
Service revenues were $51,488 for the three months ended February 28, 1998,
compared to $57,405 for the three months ended February 28, 1997.

     Total revenues for the nine months ended February 28, 1998 were $423,592
compared to revenues of $556,222 for the nine months ended February 28, 1997.
Product revenues for the nine months ended February 28, 1998, were $280,477
compared to revenues of $404,420 for the nine months ended February 28, 1997.
Service revenues were $143,115 for the nine months ended February 28, 1998,
compared to $151,802 for the nine months ended February 28, 1997.

     The cost of revenues for the three months ended February 28, 1998 was
$162,868 compared to $126,532 for the three months ended February 28, 1997, an
increase of $36,336 or 28.7%. This increase was primarily due to expensing
rather than capitalizing software development costs during the quarter.

     The cost of revenues for the nine months ended February 28, 1998 was
$420,273 compared to $349,464 for the nine months ended February 28, 1997, an
increase of $70,809 or 20.2%.  This increase resulted from increased
amortization costs over the same period last year and the expensing of
development costs in the third quarter of fiscal 1998 as mentioned in the above
paragraph.

     Selling expense for the three months ended February 28, 1998 was $117,140
compared to $161,848 for the three months ended February 28, 1997, a decrease of
$44,708 or 27.6%. This decrease was the result of lower advertising and
promotion costs.

     Selling expense for the nine months ended February 28, 1998 was $390,713
compared to $363,899 for the nine months ended February 28, 1997, an increase of
$26,814 or 7.4%. This increase was primarily due to increased personnel and
marketing expenses.

     General and administrative expense for the three months ended February 28,
1998 was $373,019 compared to $226,714 for the three months ended February 28,
1997, an increase of $146,305 or 64.5%.  This increase was primarily due to
increased compensation expense due to increased staffing for administrative
management and consulting fees associated with the Company's capital raising
activities.

     General and administrative expense for the nine months ended February 28,
1998 was $1,065,174 compared to $844,376 for the nine months ended February 28,
1997, an increase of $220,798 or 26.1%.  This increase was primarily due to
increased compensation expense due to increased staffing for administrative
management, consulting fees associated with the Company's capital raising
activities and offset in part by a reduction in outside professional fees.


                                          10

<PAGE>

     For the three months ended February 28, 1998, the Company reported a net
loss of $423,625 (or $.14 per share) as compared to a net loss of $130,323 (or
$.08 per share) for the prior year.  This loss was caused by the continuation of
low revenues which were not sufficient to cover operating costs.  The loss for
the three months ended February 28, 1998 was worse than the loss for the same
period ended February 28, 1997 primarily due to lower sales volume for the three
month period ended February 28, 1998 as well as higher costs during this same
period, as described in the discussion of expenses.

     For the nine months ended February 28, 1998, the Company reported a net
loss of $1,464,582 (or $.56 per share) as compared to a net loss of $1,002,228
(or $.63 per share) for the nine month period ended February 28, 1997.  This
loss was caused by the continuation of low revenues which were not sufficient to
cover operating costs.  The loss for the nine months ended February 28, 1998 was
worse than the loss for the same period ended February 28, 1997 primarily due to
lower sales volume during the nine month period ended February 28, 1998 as well
as increased expenses during this same period primarily in the area of personnel
expense to support future potential revenue growth.  The per share loss for the
nine month period ended February 28, 1998 decreased while the total net loss
increased, due to the increase in the number of issued and outstanding shares.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had a working capital deficit of $886,425 at February 28, 1998
as compared to a deficit of $2,181,387 at May 31, 1997, a decrease in the
working capital deficit of $1,294,962. The primary reason for the decrease was
the conversion of convertible notes payable during the three month period ended
August 31, 1997 and the sale through a private placement during the first nine
months of the year of 567,315 shares of the Company's Common Shares which raised
gross proceeds of $385,389.  This was offset by the loss for the nine month
period.  As a result, cash decreased from $245,649 at May 31, 1997, to $1,752 at
February 28, 1998.

     Beginning in October 1997, the Company began a private placement of its 
Common Shares and as of February 28, 1998, had sold 567,315 shares of Common 
Shares and raised $385,389 in gross proceeds.

     On December 19, 1997, the Company issued a convertible note in the original
principal amount of $50,000 to an accredited investor.  This convertible debt
was issued at face value, has a ninety day term, is convertible into Common
Shares at holder's option at the lesser of $.6875 per share or 70% of the
average bid price of the Common Shares for the five days preceding the
conversion.  If holder does not convert, holder will be issued 10,000 Common
Shares in lieu of interest.  On March 18, 1998, this note was renewed for an
additional sixty days at an annual interest rate of ten percent.

     On February 19, 1998, the Company issued a note to F&M Alliance Bank in the
original principal amount of $50,000.  This note was issued at face value has a
sixty day term and bears annual interest at 2% over the index rate, which was
8.5% on February 19, 1998.  The Company's Accounts Receivable and Work in
Process was used as collateral for the note.  This note was paid in full on
March 25, 1998.

     On March 11, 1998, the Company issued a convertible note in the original
principal amount of $25,000 to an accredited investor.  This convertible debt
was issued at face value


                                          11

<PAGE>

and matures the earlier of March 1, 2000 or upon the raising of a minimum of 
$2,500,000 of additional financing by the Company.  Interest is payable 
semi-annually and is payable in shares of the Company's Shares at its option. 
At the Lender's option, the note may be converted into shares of the 
Company's Common Shares at the rate of 1.33 shares per $1.00 of face amount 
of the note. The Lender will receive 3,333 warrants with an exercise price of 
$1.50. The warrants expire on March 11, 2000.

     On March 26, 1998, the Company sold 333,333 shares of Common Shares and
raised $250,000 in gross proceeds.  One hundred twenty five thousand Warrants
were issued in conjunction with this transaction.  Each Warrant has an exercise
price of $1.50 and can be called by the Company if the bid price of the Common
Shares trades at or above $2.00 per share for ten consecutive trading days. 
The Warrants expire on March 26, 2000.

     The Company currently anticipates that it will require additional and 
ongoing funding to continue operating until such time that the Company is 
able to generate product sales sufficient to offset its working capital 
deficit and ongoing operating expenses. There can be no assurance that the 
Company will be successful in securing outside funding or, if available, upon 
what terms.

                                          12

<PAGE>

PART II.  OTHER INFORMATION

Item 2.   Changes in Securities


     Beginning in October 1997, the Company began a private placement of its 
Common Shares and as of February 28, 1998 had sold 567,315 shares of Common 
Shares and raised $385,389 in gross proceeds. The issuance and sale of the 
Common Shares in this offering were made in reliance on Rule 506 of Regulation D
promulgated under the Securities Act of 1933, as amended, and Section 4(2) of 
the Securities Act.

     On December 19, 1997, the Company issued a convertible note in the 
original principal amount of $50,000 to an accredited investor.  This 
convertible debt was issued at face value, has a ninety day term, is 
convertible into Common Shares at holder's option at the lesser of $.6875 per 
share or 70% of the average bid price of the Common Shares for the five days 
preceding the conversion.  If holder does not convert, holder will be issued 
10,000 Common Shares in lieu of interest.  On March 18, 1998, this note was 
renewed for an additional sixty days at an annual interest rate of ten 
percent.  The issuance and sale of the convertible note was made in reliance 
on Section 4(2) of the Securities Act.

     On March 11, 1998, the Company issued a convertible note in the original 
principal amount of $25,000 to an accredited investor.  This convertible debt 
was issued at face value and matures the earlier of March 1, 2000 or upon the 
raising of a minimum of $2,500,000 of additional financing by the Company. 
Interest is payable semi-annually and is payable in shares of the Company's 
Shares at its option.  At the Lender's option, the note may be converted into 
shares of the Company's Commons Shares at the rate of 1.33 shares per $1.00 
of face amount of the note.  The Lender will receive 3,333 Warrants with an 
exercise price of $1.50. The Warrants expire on March 11, 2000.  The issuance 
and sale of the convertible note was made in reliance on Section 4(2) of the 
Securities Act.

     On March 26, 1998, the Company sold 333,333 shares of Common Shares and 
raised $250,000 in gross proceeds.  One hundred twenty five thousand Warrants 
were issued in conjunction with this transaction.  Each Warrant has an 
exercise price of $1.50 and can be called by the Company if the bid price of 
the Common Shares trades at or above $2.00 per share for ten consecutive 
trading days.   The Warrants expire on March 26, 2000.  The issuance and sale 
of the Common Shares in this offering were made in reliance on Rule 506 of 
Regulation D promulgated under the Securities Act of 1933, as amended, and 
Section 4(2) of the Securities Act. 

                                          13

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          10.1     Executive Employment Agreement with Joseph Mooney
          10.1(a)  Amendment to Executive Employment Agreement with Joseph 
                     Mooney
          10.2     Executive Employment Agreement with Jeff Pinkerton
          10.2(a)  Amendment to Executive Employment Agreement with Jeff 
                     Pinkerton

     (b)  Reports on Form 8-K

          None


                                          14

<PAGE>

                                      SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              GREENTREE SOFTWARE, INC.



Date:  April 14, 1998         By:   /s/ Joseph D. Mooney
                                  ---------------------------------------------
                              Name:  Joseph D. Mooney
                              Title: Chairman of the Board of Directors and
                                     Chief Executive Officer


                              By:   /s/ Philip D. Wolf
                                  ---------------------------------------------
                              Name:  Philip D. Wolf
                              Title: Treasurer and Chief Financial Officer


                                          15