<PAGE>

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                                   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
                                  DECEMBER 31, 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 December 31, 1997 (unaudited)
          and March 31, 1997.                                               1

          Consolidated Statements of Operations (unaudited) for the three
          months and nine months ended December 31, 1997 and December 31,
          1996.                                                             2

          Consolidated Statements of Cash Flows (unaudited) for the nine 
          months ended December 31, 1997 and December 31, 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>

                                             Dec. 31, 1997  March 31, 1997
                                             -------------  --------------
                                              (unaudited)

<S>                                          <C>            <C>
                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                        $137         $1,363
  Restricted cash balances                           11             29
  Accounts receivable, net of allowances          1,255            233
  Inventories                                       555          1,272
  Prepaid expenses and other current assets         163            338
                                             -------------  --------------
    Total current assets                          2,121          3,235
                                             -------------  --------------

PROPERTY, PLANT AND EQUIPMENT,
 at cost, net of accumulated depreciation           335            920

                                             -------------  --------------
                                                 $2,456         $4,155
                                             -------------  --------------
                                             -------------  --------------


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Short-term borrowings                          $8,220         $7,835
  Accounts payable                                3,698          3,407
  Note payable under Recapitalization Plan        1,873          1,873
  Net due to related parties                      1,659             92
  Notes payable                                     790            914
  Accrued liabilities                             1,855          1,603
                                             -------------  --------------
    Total current liabilities                    18,095         15,724
                                             -------------  --------------

COMMITMENTS AND CONTINGENCIES 
(Note 4)

MINORITY INTEREST                                 2,599          2,599

SHAREHOLDERS' EQUITY
  Common Stock                                   16,405         16,405
  Retained earnings (deficit)                   (34,824)       (30,370)
  Cumulative translation adjustments                181           (203)
                                             -------------  --------------
    Total shareholders' equity (deficit)        (18,238)       (14,168)
                                             -------------  --------------
                                                 $2,456         $4,155
                                             -------------  --------------
                                             -------------  --------------

</TABLE>
 


                                          1
<PAGE>

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


                                             Three Months Ended             Nine Months Ended
                                        ----------------------------   ----------------------------
                                        Dec. 31, 1997  Dec. 31, 1996   Dec. 31, 1997  Dec. 31, 1996
                                        -------------  -------------   -------------  -------------
<S>                                     <C>            <C>             <C>            <C>
NET SALES                                   $1,937         $1,188         $3,078         $2,262

COST OF GOODS SOLD                           1,713            551          3,397          2,180
                                        -------------  -------------   -------------  -------------

  Gross Profit (Loss)                          224            637           (319)            82
                                        -------------  -------------   -------------  -------------


OPERATING EXPENSES:
 Selling, general and administration           455            886          1,575          2,321
 Research and development                      147            253            872            504
                                        -------------  -------------   -------------  -------------
                                               602          1,139          2,447          2,825

                                        -------------  -------------   -------------  -------------
  Operating Loss                              (378)          (502)        (2,766)        (2,743)
                                        -------------  -------------   -------------  -------------


OTHER INCOME (EXPENSE):
 Interest expense                             (503)          (318)        (1,385)        (1,088)
 Foreign currency transaction losses          (299)           (10)          (307)          (203)
 Litigation settlement                         ---            ---            ---            479
 Other income                                   22              1              5             91
                                        -------------  -------------   -------------  -------------
                                              (780)          (327)        (1,687)          (721)
                                        -------------  -------------   -------------  -------------
  Loss before provision for
    income taxes                            (1,158)          (829)        (4,453)        (3,464)

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

                                        -------------  -------------   -------------  -------------
NET LOSS                                   $(1,158)         $(829)       $(4,454)       $(3,464)
                                        -------------  -------------   -------------  -------------
                                        -------------  -------------   -------------  -------------

NET LOSS PER SHARE                          $(0.22)        $(0.19)        $(0.84)        $(0.78)
                                        -------------  -------------   -------------  -------------
                                        -------------  -------------   -------------  -------------


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>

                                                            Nine Months Ended
                                                       ----------------------------

                                                       Dec. 31, 1997  Dec. 31, 1996
                                                       -------------  -------------
<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                  $(4,454)       $(3,464)
Adjustments to reconcile net loss to 
  net cash provided by (used in) operating activities:
   Depreciation and amortization expense                      167            340
   Provision for losses on accounts receivable                108            266
   Provision for losses on inventories                         45             45
   Loss on disposition of property and equipment                1            ---
   Decrease (increase) in:
     Accounts receivable                                   (1,130)           423
     Inventories                                              672          1,283
     Prepaid expenses and other current assets                175            375
   Increase (decrease) in:
     Accounts payable                                         291            (78)
     Accrued liabilities                                      252           (134)
                                                       -------------  -------------
       Net cash used in operating activities               (3,873)          (944)
                                                       -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property, plant and equipment                   (19)           ---
  Proceeds from sale of property, plant & equipment           272             25
  Restricted cash                                              18            851
                                                       -------------  -------------
       Net cash provided by investing activities              271            876
                                                       -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings, net of repayments                  1,035           (965)
  Borrowings (repayments) under notes payable                (124)           282
  Net change in related party balances                      1,567            237
                                                       -------------  -------------
       Net cash provided by financing activities            2,478           (446)
                                                       -------------  -------------

EFFECT OF EXCHANGE RATE CHANGES ON
  CASH AND CASH EQUIVALENTS                                  (102)           (17)

                                                       -------------  -------------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                         (1,226)          (531)

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

                                                       -------------  -------------
CASH & CASH EQUIVALENTS, end of period                       $137           $153
                                                       -------------  -------------
                                                       -------------  -------------

</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 nine months ended December 31,
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 December 31, 1997, the Company had outstanding amounts due to four
          separate Indian lenders in the amount of $8,611,000, all of which are
          currently in default.  Of that amount, three banks have issued notices
          to the Company demanding immediate repayment of $7,821,000.  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 nine months ended December 31,
          1997; has lost its two main historical customers, which has
          significantly impacted its revenues; and at December 


                                          4
<PAGE>

          31, 1997, had a shareholders' deficit of $18.2 million.  During the
          first nine months of 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 December 31, 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>

                                         December 31, 1997       March 31, 1997
                                         -----------------       --------------
                <S>                      <C>                     <C>
                Raw materials                        $ 290               $1,237
                Work-in-progress                       191                   30
                Finished goods                          74                    5
                                         -----------------       --------------
                                                     $ 555               $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 (three months)                     $  56
               1999                                      182
               2000                                      105
               2001                                       21
               2002                                        1
                                                       -----
                                                       $ 365
                                                       -----
                                                       -----

</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 December 31, 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 nine months ended
December 31, 1997.  At December 31, 1997, the Company had negative working
capital of $15,974,000 


                                          7
<PAGE>

and a retained deficit of $34,824,000.  Subsequent to December 31, 1997, the
Company continues to experience negative cash flow as a result of continuing
losses and working capital required to ramp-up 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.

     THIRD QUARTER OF FISCAL YEAR 1998

     Sales for the three months ended December 31, 1997 were $1,937,000 compared
to $1,188,000 for the same quarter in the prior year.  This increase in sales of
63% is due principally to the receipt of orders from two new customers for power
supplies and adapters.

     Gross profit on third quarter sales was $224,000 compared to a gross profit
of $637,000 for the third quarter in fiscal year 1997.  While the current
quarter gross profit is 65% less than that of the comparable quarter in fiscal
1997, the fiscal 1997 third quarter included $670,000 of net settlement proceeds
related to an order cancellation by a former customer.  Gross margins in the
current fiscal 1998 quarter also improved over the prior quarter as a result of
a reduction in cost of goods sold as the Company resolved certain production
start-up issues.  The Company continues to incur significant unabsorbed direct
manufacturing overhead because of under-utilization of manufacturing capacity;
however, as the Company begins to ramp-up production this cost will be reduced.

     Selling, general and administrative expenses for the third quarter of
fiscal year 1998 were $455,000 compared to $886,000 or a decline of 49%.  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 December 31, 1997.

     Research and development expenses for the current quarter were $147,000 as
compared to $253,000 for the third quarter of fiscal year 1997 or a 42%
decrease.  This decrease resulted from the Company's decision to shut down its
product research and development facility in Scotland, which occurred early in
the quarter.  The Company expected new business development would support a
research and development center, however since this did not occur, the shut down
was a further consolidation effort to reduce expenses.

     Interest expense for the third quarter of fiscal year 1998 was $503,000 as
compared to $318,000 for the same quarter in the prior fiscal year.  This
increase of 58% is due principally to interest on the note payable under the
Recapitalization Plan, which closed on March 31, 1997, and interest on the
factoring of accounts receivable and increased loans from the Tandon family used
to fund continuing losses and a ramp-up of production in India.  The Company has
factored certain accounts receivable with a United States bank at monthly
financing fees ranging from 2.25% to 1.75% and an 


                                          8
<PAGE>

administration fee applied to the total of factored accounts ranging from 1% to
 .75%.  Through December 31, 1997, the Company factored $713,000 of its accounts
receivable and had an outstanding balance due the bank of $428,000.

     Foreign currency transaction losses of $299,000 increased substantially
over the comparable quarter in fiscal 1997 because of the significant
devaluation of the Indian rupee in relation to the U. S. dollar during the
current fiscal 1998 quarter.

     Net loss for the third quarter ended December 31, 1997 was $1,158,000
compared to a net loss of $829,000 for the same period in the prior year.  The
significant reasons for the loss increase are set forth in the foregoing
discussion.


     NINE MONTHS OF FISCAL YEAR 1998

     For the nine months ended December 31, 1997, net sales were $3,078,000
compared to $2,262,000, representing an increase of 36%.  This increase is due
principally to the previously mentioned receipt of orders from two new customers
for power supplies and adapters.  Shipments to these customers commenced during
the second quarter of fiscal 1998.

     The gross loss of $319,000 for the first nine months of fiscal 1998
compared with a gross profit of $82,000 for the same period in fiscal 1997. 
This loss on increased sales is due primarily to production start-up costs
incurred during the second quarter in fiscal 1998 and unabsorbed overhead
resulting from underutilized manufacturing capacity.

     Selling, general and administrative expenses for the first nine months of
fiscal 1998 were $1,575,000 compared to $2,321,000 for the same period in fiscal
1997, a decline of 32%.  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 nine months of fiscal 1998
were $872,000 compared to $504,000, an increase of 73%.  This increase resulted
from the Company's decision to consolidate and build-up a product research and
development facility in Scotland, offset in part by a subsequent decision during
the third quarter of fiscal 1998 to shut down this facility.

     Interest expense of $1,385,000 for the first nine months of fiscal 1998 is
approximately 27% higher than for the same period in the prior fiscal year,
primarily because of the reasons set forth in explaining the third quarter of
fiscal 1998.

     Foreign currency transaction losses increased significantly during the nine
months ended December 31, 1997, because of the increased decline in the value of
the Indian rupee in relation to the U. S. dollar over the same period in the
prior year.  All but $8,000 of the $307,000 loss occurred in the third quarter
of fiscal 1998, because of the sharp currency devaluation in that period.  These
losses result primarily from obligations of Ultra Tek which are payable in U. S.
dollars.

     The litigation settlement income in the nine month period ended December
31, 1996, resulted from a contract settlement in that period with no similar
event occurring in 


                                          9
<PAGE>

fiscal 1998.  Other income in the first nine months of fiscal 1998 was $5,000
compared to $91,000 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.


LIQUIDITY AND CAPITAL RESOURCES

     OPERATING ACTIVITIES

     During the nine months ended December 31, 1997 the Company used $3,873,000
in cash in operating activities.  The major uses of this cash were to fund the
net loss from operations and the increase in accounts receivable, offset in part
by a decrease in inventories resulting from a ramp-up of production in India.


     INVESTING ACTIVITIES

     Cash provided by investing activities during the first nine months of
fiscal year 1998 was $271,000 due primarily to the disposition of certain
equipment.

     FINANCING ACTIVITIES

     Cash provided in the first nine months of fiscal year 1998 from financing
activities aggregated $2,478,000.  The primary factors contributing to this
amount relate to an increase in Tandon family loans to the Company aggregating
$1,440,000 at December 31, 1997, which loans are payable on demand with interest
at 12% per annum, and an increase in short-term borrowings totaling $1,035,000,
resulting primarily from the accrual of interest on outstanding debt in India.

     For the nine months ended December 31, 1997, the Company used $1,226,000 in
cash, reducing the $1,363,000 cash balance at the beginning of the period to
$137,000 at December 31, 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


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<PAGE>

                            PART II -- OTHER INFORMATION



ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

          At December 31, 1997, the Company had outstanding amounts due to four
          separate Indian lenders in the amount of $8,611,000, 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 $7,821,000.  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 December 31, 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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