<PAGE>

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

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

                                     FORM 10-Q

               /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                           FOR THE QUARTERLY PERIOD ENDED
                                 SEPTEMBER 30, 1997

                                         OR

               / / 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 0-22698

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

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

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

        CALIFORNIA                                       95-4021568
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                                 2125-C MADERA ROAD
                               SIMI VALLEY, CA  93065
                      (Address of principal executive offices)
                                   (805) 582-4400
                (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          NO   X
                                        -----       -----

AS OF JULY 31, 1998, THERE WERE 5,299,998 SHARES OF NO PAR VALUE COMMON STOCK
OUTSTANDING.

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


<PAGE>

                                    INDEX LISTING

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

<TABLE>
<CAPTION>

                                                                           Page
                                                                          Number
                                                                          ------
                                       PART I
                               FINANCIAL INFORMATION
<S>                                                                       <C>
ITEM 1.   FINANCIAL STATEMENTS.

          Consolidated Balance Sheets as of September 30, 1997 (unaudited)
          and March 31, 1997.                                               1

          Consolidated Statements of Operations (unaudited) for the three
          months and six months ended September 30, 1997 and September 30,
          1996.                                                             2

          Consolidated Statements of Cash Flows (unaudited) for the six
          months ended September 30, 1997 and September 30, 1996.           3

          Notes To Consolidated Financial  Statements (Unaudited).          4-6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.                                            7-10

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.       10


                                      PART II
                                 OTHER INFORMATION

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.                                    11

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.                                 11


                                      SIGNATURES

SIGNATURES                                                                  12


</TABLE>


                                          i
<PAGE>

                           PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                GOLDEN SYSTEMS, INC.
                            CONSOLIDATED BALANCE SHEETS
                                   (in thousands)
<TABLE>
<CAPTION>
                                               Sept. 30, 1997   March 31, 1997
                                               --------------  ---------------
                                                   (unaudited)
<S>                                            <C>              <C>
                                        ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                $4           $1,363
  Restricted cash balances                                 23               29
  Accounts receivable, net of allowances                  506              233
  Inventories                                             994            1,272
  Prepaid expenses and other current assets               210              338
                                               --------------  ---------------
     Total current assets                               1,737            3,235
                                               --------------  ---------------

PROPERTY, PLANT AND EQUIPMENT,
  at cost, net of accumulated depreciation                576              920

                                               --------------  ---------------
                                                       $2,313           $4,155
                                               --------------  ---------------
                                               --------------  ---------------


                         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                                $8,373           $7,835
  Accounts payable                                      3,276            3,407
  Note payable under Recapitalization Plan              1,873            1,873
  Net due to related parties                              888               92
  Notes payable                                           909              914
  Accrued liabilities                                   1,821            1,603
                                               --------------  ---------------
     Total current liabilities                         17,140           15,724
                                               --------------  ---------------

COMMITMENTS AND CONTINGENCIES
(Note 4)

MINORITY INTEREST                                       2,599            2,599

SHAREHOLDERS' EQUITY
  Common Stock                                         16,405           16,405
  Retained earnings (deficit)                         (33,667)         (30,370)
  Cumulative translation adjustments                     (164)            (203)
                                               --------------  ---------------
     Total shareholders' equity (deficit)             (17,426)         (14,168)
                                               --------------  ---------------
                                                       $2,313           $4,155
                                               --------------  ---------------
                                               --------------  ---------------

</TABLE>


                                          1
<PAGE>

                                GOLDEN SYSTEMS, INC.
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                       (in thousands, except per share data)
                                    (unaudited)

<TABLE>
<CAPTION>

                                              Three Months Ended                Six Months Ended
                                       -------------------------------   ------------------------------
                                       Sept. 30, 1997   Sept. 30, 1996   Sept. 30,1997   Sept. 30, 1996
                                       --------------   --------------   -------------   --------------
<S>                                    <C>              <C>              <C>             <C>
NET SALES                                        $827             $444          $1,141           $1,074

COST OF GOODS SOLD                              1,186              495           1,684            1,630
                                       --------------   --------------   -------------   --------------

  Gross Loss                                     (359)             (51)           (543)            (556)
                                       --------------   --------------   -------------   --------------


OPERATING EXPENSES:
  Selling, general and administration             498              708           1,121            1,435
  Research and development                        377              206             725              251
                                       --------------   --------------   -------------   --------------
                                                  875              914           1,846            1,686

                                       --------------   --------------   -------------   --------------
    Operating Loss                             (1,234)            (965)         (2,389)          (2,242)
                                       --------------   --------------   -------------   --------------

OTHER INCOME (EXPENSE):
  Interest expense                               (446)            (464)           (882)            (771)
  Foreign currency transaction losses             (13)             (94)             (8)            (193)
  Litigation settlement                           ---              ---             ---              429
  Other income (expense)                            1               94             (17)             139
                                       --------------   --------------   -------------   --------------
                                                 (458)            (464)           (907)            (396)
                                       --------------   --------------   -------------   --------------
    Loss before provision for
        income taxes                           (1,692)          (1,429)         (3,296)          (2,638)
                                       --------------   --------------   -------------   --------------

PROVISION FOR INCOME TAXES                        ---              ---               1              ---

                                       --------------   --------------   -------------   --------------
NET LOSS                                      $(1,692)         $(1,429)        $(3,297)         $(2,638)
                                       --------------   --------------   -------------   --------------
                                       --------------   --------------   -------------   --------------

NET LOSS PER SHARE                             $(0.32)          $(0.32)         $(0.62)          $(0.59)
                                       --------------   --------------   -------------   --------------
                                       --------------   --------------   -------------   --------------

WEIGHTED AVERAGE NUMBER OF
  OUTSTANDING SHARES                            5,300            4,450           5,300            4,450
                                       --------------   --------------   -------------   --------------
                                       --------------   --------------   -------------   --------------
</TABLE>



                                          2
<PAGE>

                                GOLDEN SYSTEMS, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)
                                    (unaudited)

<TABLE>
<CAPTION>

                                                                     Six Months Ended
                                                             -------------------------------

                                                             Sept. 30, 1997   Sept. 30, 1996
                                                             --------------   --------------
<S>                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                          $(3,297)          $(2,638)
Adjustments to reconcile net loss to
 net cash provided by (used in) operating activities:
  Depreciation  and amortization expense                              133               133
  Provision for losses on accounts receivable                          61               204
  Provision for losses on inventories                                  30                30
  Loss on disposition of property and equipment                        25                --
  Decrease (increase) in:
    Accounts receivable                                              (334)              351
    Inventories                                                       248               952
    Prepaid expenses and other current assets                         128               398
  Increase (decrease) in:
    Accounts payable                                                 (131)                7
    Accrued liabilities                                               218                74
                                                             --------------   --------------
      Net cash used in operating activities                        (2,919)             (489)
                                                             --------------   --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property, plant and equipment                           (18)               --
 Proceeds from sale of property and equipment                         192               235
 Restricted cash                                                        6               849
                                                             --------------   --------------
      Net cash provided by investing activities                       180             1,084
                                                             --------------   --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Short-term borrowings, net of repayments                             538            (1,314)
 Borrowings under notes payable                                        (5)              301
 Net change in related party balances                                 796                62
                                                             --------------   --------------
      Net cash provided by (used in) financing activities           1,329              (951)
                                                             --------------   --------------

EFFECT OF EXCHANGE RATE CHANGES ON
   CASH AND CASH EQUIVALENTS                                           51                25

                                                             --------------   --------------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                                (1,359)             (331)

CASH & CASH EQUIVALENTS, beginning of period                        1,363               684

                                                             --------------   --------------
CASH & CASH EQUIVALENTS, end of period                                 $4              $353
                                                             --------------   --------------
                                                             --------------   --------------
</TABLE>



                                          3
<PAGE>

                                GOLDEN SYSTEMS, INC.

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)


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


NOTE 1.   GENERAL

          In management's opinion, all adjustments, which are necessary for a
fair presentation of financial condition and results of operations, are
reflected in the accompanying  interim consolidated financial statements.  All
such adjustments are of a normal recurring nature.   All amounts are unaudited,
except the March 31, 1997 balance sheet.  This report should be read in
conjunction with the audited consolidated financial statements, notes, and
disclosures presented in the Company's 1997 Annual Report on Form 10-K.
Footnotes and other disclosures which would substantially duplicate the
disclosures in the Company's audited financial statements for fiscal year 1997
contained in the Company's 1997 Annual Report on Form 10-K, have been omitted.
The interim financial information herein is not necessarily representative of
operations for a full year.

NOTE 2.   RISKS AND BASIS OF PRESENTATION

     Results of operations for the quarter and six months ended September 30,
1997 have been determined assuming that the Company will continue as a going
concern.  However, the Company is currently facing significant issues which
raise substantial doubt that the Company has the ability to continue as a going
concern.  These issues are summarized as follows:

     -    At September 30, 1997, the Company had outstanding amounts due to four
          separate Indian lenders in the amount of $8,866,000, all of which are
          currently in default.  Of that amount, three banks have issued notices
          to the Company demanding immediate repayment of $8,075,000.  At June
          30, 1998, the amount due was approximately $7.6 million.  The Company
          has insufficient funds available to repay the banks.  Because the
          Indian debt is secured by the assets of Ultra Tek, alternatives
          available to the banks include closing the operations of Ultra Tek and
          forcing Ultra Tek into liquidation.

     -    In fiscal 1995, Ultra Tek's importing of computer components into
          India came under investigation by the Indian customs authorities.  In
          September 1997, the Indian customs authorities issued a separate "show
          cause" notice alleging that Ultra Tek has not provided valid
          explanations for shortages of imported raw material in its
          inventories.  In fiscal 1997, Ultra Tek came under the investigation
          of the Indian Department of Revenue Intelligence concerning the import
          and export of certain components used in the manufacture of power
          supplies and customer returned product.  Subsequently, a separate
          "show cause" notice was issued requesting explanation of why duties
          should not be assessed.  The above governmental allegations and
          investigations could lead to additional duty and penalties being
          assessed against Ultra Tek in the amount of $8.4 million and penal
          action being initiated against Ultra Tek.  Penalties relating to the
          DRI investigation, if any, have not yet been determined.  The Company
          is contesting these allegations, but currently, the matters are
          unresolved and the outcomes uncertain.

     -    The Company has incurred significant losses from operations over the
          past three fiscal years and for the six months ended September 30,
          1997; has lost its two main historical customers, which has
          significantly impacted its revenues; and at September


                                          4
<PAGE>

          30, 1997, had a shareholders' deficit of $17.4 million.  During fiscal
          1998, the Company continued to incur significant losses, and
          management has not successfully executed on its efforts to achieve
          profitable operations and positive cash flows.  Outside of related
          party financing, the Company has identified no viable source of
          financing.

Due to the significance of these factors in the Company's financial statements
at September 30, 1997, all assets have been stated at their estimated realizable
values.  Costs of resolving the contingencies noted above or settling amounts
due to Indian banks or Company creditors have not been recorded as management is
currently unable to estimate these amounts.  Accounts receivable and inventories
were valued at their subsequently realized amounts (inventories at cost), and
property, plant and equipment were valued based on estimates by management and
in accordance with the guidelines of Statement of Financial Accounting Standards
No. 121 "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("SFAS 121").  The estimated realizable values and
settlement amounts may be different from the proceeds ultimately received or
payments made.


NOTE 3.   INVENTORIES

     Inventories are valued at the lower of cost (first in, first out) or
market.  Cost includes cost of material, freight and manufacturing overhead.
Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>

                                           September 30, 1997     March 31, 1997
                                           ------------------     --------------
              <S>                          <C>                    <C>
              Raw materials                            $  651             $1,237
              Work-in-progress                            198                 30
              Finished goods                              145                  5
                                           ------------------     --------------
                                                       $  994             $1,272
                                           ------------------     --------------
                                           ------------------     --------------
</TABLE>

NOTE 4.   COMMITMENTS AND CONTINGENCIES

     A)   LEASES

     GSI leases its corporate headquarters from a related party under a three
     year operating lease which expires in January 2000.  Ultra Tek leases
     certain factory premises from the Indian Government under operating leases
     which expire at various dates through October 2000.  Another Company
     subsidiary leases its factory premises near Colombo, Sri Lanka under an
     operating lease which expires in March 1999.  This subsidiary was sold in
     the fourth quarter of fiscal 1998 to a related party and accordingly, lease
     commitments for this company are presented for the period up to the date of
     sale.  Future minimum payments under these and other various operating
     leases are as follows (in thousands):

<TABLE>
<CAPTION>

          YEAR ENDING MARCH 31:
          ---------------------
          <S>                                              <C>
               1998 (six months)                            118
               1999                                         181
               2000                                         109
               2001                                          23
               2002                                           1
                                                            ---
                                                           $432
                                                           ----
                                                           ----
</TABLE>


                                          5
<PAGE>

     B)   LITIGATION

     The Company is subject to lawsuits in the normal course of business.  In
     the opinion of management and legal counsel to the Company, pending
     litigation will not result in a material loss to the Company.

     C)   CONTINGENCIES

     During fiscal year 1995, the Company's imports of computer components for
     final assembly and sale into the domestic tariff area (DTA) of India
     (outside the SEEPZ) came under investigation by the Indian customs
     authorities.  As a result, Company inventories of $1,300,000 were seized by
     the authorities.  On May 30, 1995, the authorities issued a notice to the
     Company alleging misdeclaration of purported imports of complete computer
     systems as imports of computer system components.  The notice calls upon
     the Company to explain why the authorities should not (a) confiscate all
     the goods so imported, (b) levy additional duty of $1,175,000 (49,000,000
     in Indian rupees) on the goods already sold into the DTA, and (c) take
     penal action against the Company under the law, which could result in a
     possible monetary penalty of $5,865,000 (245,000,000 in Indian Rupees).
     The Company paid an advance of $700,000 (20,000,000 in Indian rupees)
     against customs duty that may ultimately be levied by the authorities and
     recorded this amount in "cost of goods sold" in fiscal 1995.  During fiscal
     1996, the authorities released the seized goods.  However, because of
     difficulties encountered in re-exporting the goods and technological
     obsolescence, the entire amount of the seized goods has been included in
     the inventory reserve amounts at September 30, 1997.  No other penalties or
     expenses related to this government action have been incurred by the
     Company.

     In September 1997, the Indian customs authorities issued a "show cause"
     notice alleging that Ultra Tek has not provided valid explanations for
     shortages of raw material in its inventories.  The notice called upon the
     Company to explain why the authorities should not (a) impose duty of
     $616,000 (25,725,000 in Indian rupees) leviable on imported components
     which were alleged not accounted for in the terms of bond executed, (b) why
     penal action should not be initiated against the Company, and (c) why a
     penalty equal to the duty held to be leviable, $616,000 (25,725,000 in
     Indian rupees), in respect of unaccounted goods should not be imposed.

     In fiscal 1997, the Company came under investigation by the Indian
     Department of Revenue Intelligence (DRI) in connection with the import and
     export of certain components and goods used in the manufacture of power
     supplies and customer returns.  The investigation focused on the alleged
     discrepancy noted between the physical stock records and books, in respect
     of the work-in-process inventory at March 31, 1996 and 1997 and customer
     returned product at March 31, 1992 through March 31, 1997.  In May 1998,
     the DRI issued a "show cause" notice requesting that the Company explain
     why the DRI should not impose duties of approximately $615,000 (25,720,000
     in Indian rupees).  Penalties relating to the investigation, if any, have
     not yet been determined.

     The aggregate of threatened duties and penalties to the Company is
     approximately $8,400,000, exclusive of any penalties arising from the DRI
     investigation, using the Indian rupee translation rate at June 2, 1998.
     Although the Company is contesting the allegations of the authorities, the
     outcome of these matters is uncertain at this time.  Accordingly, no
     additional provisions for any losses that may ultimately result have been
     made in these financial statements.


                                          6
<PAGE>

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

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

GENERAL

     Any forward looking statements made in this Form 10-Q report involve risks
and uncertainties.  The Company's future financial results could differ
materially from those anticipated due to the Company's dependence on conditions
in the electronics industry, level of consumer demand for products containing
the Company's power supply components, competitive pricing pressures, technology
and product development risks and uncertainties, product performance, increasing
consolidation of customers and suppliers in the electronics industry, and other
factors beyond the Company's control.

RESULTS OF OPERATIONS

     OVERVIEW

     As has been previously reported, the Company's operations and cash flow
were significantly impacted by the product rejection that took place during the
third quarter of fiscal 1995.  Those returns cost the Company $4.2 million of
lost accounts receivable directly related to the sales of the rejected units and
$2.2 million relating to other direct costs, as well as additional costs for
transportation, unutilized capacity, business interruption, reorganization,
inventory carrying costs, and interest on short-term borrowings.

     The Company implemented a program to overcome its cash difficulties by
reducing inventory, cost reductions, organizational restructuring, price
increases, volume growth and more favorable payment terms from the Company's
existing customers.  While a number of elements of that program have been
successfully implemented, the Company has not been able to generate anticipated
amounts of cash from inventory reduction and, to date, has had only limited
success in its efforts to resell any significant number of units of the reworked
rejected product.  In addition, the Company has not been successful, to date, in
building its sales volumes to its existing customers or to new customers.  While
the Company has implemented a plan to transition its business focus to power
supplies for products that are less price sensitive and therefore provide a
greater opportunity to develop positive profit margins, there can be no
assurance that the Company will have the resources to carry out its plan and,
even if the resources are available, that the Company will be able to
successfully develop the necessary customer relationships and obtain the product
contracts to continue to operate its business.

     In light of these facts, and the operating results discussed below, the
Company is presently looking at the opportunities to obtain additional capital
from sources outside the Company or to engage in a transaction that would change
the Company's fundamental structure.  Absent success in generating cash from
inventory or a dramatic change in the Company's operating outlook, the
consummation of such a financing transaction will be necessary for the Company
to continue its operations beyond the next several months.

     In summary, the Company suffered a considerable decline in cash flow during
the three fiscal years ended March 31, 1997 and during the six months ended
September 30,


                                          7
<PAGE>

1997.  At September 30, 1997, the Company had negative working capital of
$15,403,000 and a retained deficit of $33,667,000.  Subsequent to September 30,
1997, the Company continues to experience negative cash flow as a result of
continuing losses and a ramp-up of production in India.  While current action is
being taken to develop a viable operating plan to increase sales and renegotiate
the terms of certain short-term obligations with certain Indian banks, there can
be no assurance that any of these actions will be successfully completed.

     SECOND QUARTER OF FISCAL YEAR 1998

     Sales for the three months ended September 30, 1997 were $827,000 compared
to $444,000 for the same quarter in the prior year.  This increase in sales of
86% is due principally to the receipt of orders from two new customers for power
supplies and adapters.

     Gross loss on second quarter sales was $359,000 compared to a gross loss of
$51,000 for the second quarter in fiscal year 1997.  Significant losses continue
at the gross margin level because of the major decline in manufacturing capacity
utilization which has resulted in significant unabsorbed direct manufacturing
overhead.  The increase in the gross loss when compared to the prior period is
due primarily to production start-up costs incurred as a ramp-up in production
commenced.

     Selling, general and administrative expenses for the second quarter of
fiscal year 1998 were $498,000 compared to $708,000 or a decline of 30%.  This
decrease is due to the Company's continuing efforts to reduce costs and the
adoption in fiscal year 1997 of Statement of Financial Accounting Standards No.
121 "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (SFAS 121).  As a result of implementing SFAS 121 at the end of
fiscal year 1997, property, plant and equipment was recorded at estimated
realizable value, which has reduced the amount of depreciation in selling,
general and administrative expense in the quarter ended September 30, 1997.

     Research and development expenses for the current quarter were $377,000 as
compared to $206,000 for the second quarter of fiscal year 1997 or an 83%
increase.  This increase resulted from the Company's decision to consolidate and
build-up a product research and development facility in Scotland.

     Interest expense of $446,000 for the three months ended September 30, 1997
was essentially the same as the comparable quarter in 1996.  Interest expense
continues to be significant because of the Company's inability to make principal
payments due to its liquidity crisis.

     Foreign currency transaction losses declined significantly during the three
months ended September 30, 1997, because of the deceleration of the decline in
the value of the Indian rupee in relation to the U. S. dollar during the same
period in the prior year.  These losses result primarily from obligations of
Ultra Tek which are payable in U. S. dollars.

     Other income declined from $94,000 for the second quarter in fiscal 1997 to
$1,000 for the current quarter, due to interest earned on cash balances and a
gain on the sale of equipment in fiscal 1997.



                                          8
<PAGE>

     Net loss for the second quarter ended September 30, 1997 was $1,692,000
compared to a net loss of $1,429,000 for the same period in the prior year.  The
significant reasons for the loss increase are set forth in the foregoing
discussion.

     SIX MONTHS OF FISCAL YEAR 1998

     For the six months ended September 30, 1997, net sales, cost of goods sold
and gross loss did not change materially from the same period in fiscal 1997.

     Selling, general and administrative expenses for the first half of fiscal
1998 were $1,121,000 compared to $1,435,000 for the same period in fiscal 1997,
a decline of 22%.  As previously stated, this change is the result of continuing
efforts to reduce costs and the adoption of SFAS 121.

     Research and development expenses for the first half of fiscal 1998 were
$725,000 compared to $251,000, an increase of 189%.  As explained for the
quarter, this increase resulted from the Company's decision to consolidate and
build-up a product research and development facility in Scotland.

     Interest expense for the six months ended September 30, 1997 was $882,000
compared to $771,000 for the comparable period for the prior year.  This 14%
increase was due to higher punitive interest rates in the first quarter of
fiscal 1998 related to unpaid unsecured bank overdrafts in India.

     Foreign currency transaction losses declined significantly during the six
months ended September 30, 1997, because of the deceleration of the decline in
the value of the Indian rupee in relation to the U. S. dollar during the same
period in the prior year.  These losses result primarily from obligations of
Ultra Tek which are payable in U. S. dollars.

     The litigation settlement income in the six month period ended September
30, 1996, resulted from a contract settlement in that period with no similar
event occurring in fiscal 1998.  Other income in the first half of fiscal 1998
was $(17,000) compared to $139,000 for the same period in fiscal 1997 because of
the decline in cash balances which caused interest income to decline, a gain on
the sale of equipment in fiscal 1997 which did not recur in fiscal 1998 and
nonrecurring miscellaneous scrap sales and product development fees realized in
fiscal 1997.


                                          9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     OPERATING ACTIVITIES

     During the six months ended September 30, 1997 the Company used $2,919,000
in cash in operating activities.  The major use of this cash is due to the net
loss from operations.

     INVESTING ACTIVITIES

     Cash provided by investing activities during the first half of fiscal year
1998 was $180,000 due primarily to the disposition of certain equipment.

     FINANCING ACTIVITIES

     Cash provided in the first half of fiscal year 1998 from financing
activities aggregated $1,329,000.  The primary factors contributing to this
amount relates to a net increase in short-term borrowings totaling $538,000
resulting primarily from the accrual of interest on outstanding debt in India
and Tandon family loans to the Company aggregating $726,000 at September 30,
1997, which loans are payable on demand with interest at 12% per annum.

     For the six months ended September 30, 1997, the Company used $1,359,000 in
cash, reducing the $1,363,000 cash balance at the beginning of the period to
$4,000 at September 30, 1997.  At July 31, 1998 the Company had a cash balance
of $189,000.  Outside of related party financing, the Company has identified no
viable source of financing.  While current actions are being taken to implement
a viable operating plan to increase sales, renegotiate the terms of certain
short-term obligations with three Indian banks and raise additional capital,
there can be no assurance that any of these actions will be successfully
completed.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

          Inapplicable


                                          10
<PAGE>

                            PART II -- OTHER INFORMATION



ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          At September 30, 1997, the Company had outstanding amounts due to four
          separate Indian lenders in the amount of $8,866,000, all of which are
          currently in default because of non-payment of principal.  Of that
          amount, three banks have issued notices to the Company demanding
          immediate repayment of $8,075,000.  At June 30, 1998, the amount due
          was approximately $7.6 million.  The Company has insufficient funds
          available to repay the banks.  Because the Indian debt is secured by
          the assets of Ultra Tek, alternatives available to the banks include
          closing the operations of Ultra Tek and forcing Ultra Tek into
          liquidation.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS

                    Exhibit 27.  Financial Data Sheet

          (b)  REPORTS ON FORM 8-K

                    No reports on Form 8-K were filed during the three month 
               period ended September 30, 1997.


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<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 thereunto duly authorized.



                                   GOLDEN SYSTEMS, INC.




                              By:  /s/ Jawahar L. Tandon
                                   ---------------------------
                                   Jawahar L. Tandon
                                   CHIEF EXECUTIVE OFFICER
                                   (DULY AUTHORIZED OFFICER OF THE REGISTRANT)


                              By:  /s/ Harvey A. Marsh
                                   ---------------------------
                                   Harvey A. Marsh
                                   VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                                   (DULY AUTHORIZED OFFICER OF THE REGISTRANT)




                              Date:  September 21, 1998
                                     -------------------------


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