<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 Period Ended April 30, 1998.

[ ] 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   0-24201
                      ---------------

                            Carreker-Antinori, Inc.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                DELAWARE                                    75-1622836
     -------------------------------                    -------------------
     (State or other jurisdiction of                      (IRS Employer
      incorporation or organization)                    Identification No.)

     14001 N. Dallas Parkway, #1100
     Dallas, Texas                                          75240-7304
     ---------------------------------------            -------------------
     (Address of principal executive office)                (Zip Code)

                                 (972) 458-1981
            ----------------------------------------------------
            (Registrant's telephone number, including area code)

-------------------------------------------------------------------------------
               (Former name, former address and former fiscal
                     year, if changed since last report)

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 periods 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
                                        ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, $.01 Par Value -- 16,427,433 shares as of May 31, 1998.

<PAGE>

                             CARREKER-ANTINORI, INC.

                                      INDEX

PART I    FINANCIAL INFORMATION                                           PAGE
                                                                          ----
     Item 1  Financial Statements

             Condensed Consolidated Balance Sheets
             at January 31, 1998 and April 30, 1998                         3

             Condensed Consolidated Statements of Operations
             For the three months ended April 30, 1997
             and April 30, 1998                                             4

             Condensed Consolidated Statements of Cash Flows
             For the three months ended April 30, 1997
             and April 30, 1998                                             5

             Notes to Condensed Consolidated Financial Statements           6

     Item 2  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                            7

     Item 3  Quantitative and Qualitative Disclosures about Market Risk    12

PART II  OTHER INFORMATION

     Item 1. Legal Proceedings                                             12

     Item 2. Changes in Securities and Use of Proceeds                     12

     Item 3. Defaults Upon Senior Securities                               12

     Item 4. Submission of Matters to a Vote of Security Holders           12

     Item 5. Other Information                                             12

     Item 6  Exhibits and Reports on Form 8-K                              13

SIGNATURES                                                                 13

                                     2
<PAGE>

PART I  FINANCIAL INFORMATION

      ITEM 1.  FINANCIAL STATEMENTS

                               CARREKER-ANTINORI, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (IN THOUSANDS)

<TABLE>
                                                                           April 30,
                          ASSETS                           January 31,       1998
                                                              1998        (Unaudited)
                                                           -----------    -----------
<S>                                                        <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                                  $ 1,975        $ 1,019
  Accounts receivable, net                                    12,755         14,092
  Inventory                                                       26             26
  Income tax receivable                                          199              0
  Prepaid expenses                                               646            615
  Other assets                                                    --            660
  Deferred income taxes                                          546            477
                                                             -------        -------
      Total current assets                                    16,147         16,889
Furniture, equipment, and leasehold improvements, net          1,580          1,926
Software costs capitalized, net                                2,263          2,547
Other assets                                                     329            132
                                                             -------        -------
      Total assets                                           $20,319        $21,494
                                                             -------        -------
                                                             -------        -------
    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                           $ 2,036        $ 2,556
  Accrued compensation and benefits                            1,652            471
  Other accrued expenses                                         849            998
  Notes payable                                                   --          1,769
  Deferred revenue                                             4,176          3,810
                                                             -------        -------
      Total current liabilities                                8,713          9,604
Deferred income taxes                                            982            847
Common Stock subject to put                                    2,000          2,000
                                                             -------        -------
    Total liabilities                                         11,695         12,451
                                                             -------        -------
STOCKHOLDERS' EQUITY:
  Preferred Stock, $.01 par value, 2,000 shares
   authorized, none issued                                        --             --
  Common Stock, $.01 par value, 100,000 shares
   authorized, 12,007 and 11,922 shares issued,
   respectively                                                  120            120
  Additional paid-in capital                                   2,078          2,078
  Less treasury stock, at cost:
    367 and 368 shares, respectively                            (510)          (514)
  Deferred compensation                                         (754)          (691)
  Retained earnings                                            7,690          8,050
                                                             -------        -------
      Total stockholders' equity                               8,624          9,043
                                                             -------        -------
      Total liabilities and stockholders' equity             $20,319        $21,494
                                                             -------        -------
                                                             -------        -------
</TABLE>

                        See accompanying notes.

                                   3
<PAGE>

                         CARREKER-ANTINORI, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                              (UNAUDITED)
                (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
                                                               Three Months Ended
                                                                    April 30,
                                                               -------------------
                                                                 1997       1998
                                                               -------     -------
<S>                                                            <C>         <C>
REVENUES:
  Consulting and management service fees                       $ 4,139     $ 5,014
  Software license fees                                          1,261       3,146
  Software maintenance and implementation fees                   1,793       1,859
  Hardware sales                                                   321         238
                                                               -------     -------
    Total revenues                                               7,514      10,257

COSTS OF REVENUES:
  Consulting and management service fees                         2,777       3,644
  Software license fees                                            227         256
  Software maintenance and implementation fees                   1,051         949
  Hardware sales                                                   249         165
                                                               -------     -------
    Total cost of revenues                                       4,304       5,014
                                                               -------     -------
Gross profit                                                     3,210       5,243
                                                               -------     -------
OPERATING COSTS AND EXPENSES:
  Selling, general and administrative                            2,442       3,500
  Research and development                                         573       1,153
                                                               -------     -------
    Total operating costs and expenses                           3,015       4,653
Income from operations                                             195         590
Other income (expense)                                              49          10
                                                               -------     -------
Income before provisions for income taxes                          244         600
Provision for income taxes                                          98         240
                                                               -------     -------
Net income                                                     $   146     $   360
                                                               -------     -------
                                                               -------     -------
Basic earnings per share                                       $  0.01     $  0.03
                                                               -------     -------
                                                               -------     -------
Diluted earnings per share                                     $  0.01     $  0.03
                                                               -------     -------
                                                               -------     -------
Shares used in computing basic earnings per share               11,242      11,495
Shares used in computing diluted earnings per share             12,725      13,502
</TABLE>

                          See accompanying notes.

                                     4
<PAGE>

                          CARREKER-ANTINORI, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
                               (IN THOUSANDS)

<TABLE>
                                                              Three Months Ended
                                                                  April 30,
                                                             --------------------
                                                               1997         1998
                                                             -------      -------
<S>                                                          <C>          <C>
OPERATING ACTIVITIES:
  Net Income                                                 $   146      $   360
  Adjustments to reconcile net income to net
   cash (used in) operating activities:
    Amortization of capitalized software                         154          134
    Depreciation                                                 100          282
    Amortization of deferred compensation                         --           63
    Deferred income taxes                                        167          (66)
    Changes in assets and liabilities:
      Accounts receivable                                     (2,573)      (1,337)
      Inventory                                                 (114)          --
      Prepaid expenses and other                                 159         (233)
      Accounts payable and accrued expenses                   (1,010)        (512)
      Deferred revenue                                           567         (366)
                                                             -------      -------
        Net cash (used in) operating activities               (2,404)      (1,675)

INVESTING ACTIVITIES:
  Purchase of furniture, equipment and leasehold
   improvements                                                 (178)        (628)
  Capitalized software costs                                    (463)        (418)
                                                             -------      -------
        Net cash used in investing activities                   (641)      (1,046)

FINANCING ACTIVITIES:
  Purchase of treasury stock                                      --           (4)
  Proceeds from stock options exercised                          159           --
  Proceeds from borrowing                                         --        1,769
                                                             -------      -------
      Net cash provided by financing activities                  159        1,765
                                                             -------      -------
Net (decrease) in cash and cash equivalents                   (2,886)        (956)
Cash and cash equivalents at beginning of period               3,443        1,975
                                                             -------      -------
Cash and cash equivalents at end of period                   $   557      $ 1,019
                                                             -------      -------
                                                             -------      -------
Supplemental cash flow information:
  Cash paid for interest                                     $     4      $    16
                                                             -------      -------
                                                             -------      -------
  Cash paid for income taxes                                 $   164      $    20
                                                             -------      -------
                                                             -------      -------
</TABLE>

                          See accompanying notes.

                                     5
<PAGE>

                          CARREKER-ANTINORI, INC.
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED)

PART I

   1.  BASIS OF PRESENTATION

          The accompanying unaudited condensed consolidated financial statements
     reflect, in the opinion of management, all adjustments (consisting only of
     normal, recurring adjustments) necessary to present fairly the financial
     position, results of operations and cash flows of the Company.  Certain
     information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to rules and regulations
     promulgated by the Securities and Exchange Commission. These statements
     should be read in conjunction with the audited financial statements and
     notes thereto for the years ended January 31, 1996, 1997, and 1998 included
     in the Company's Prospectus, dated May 20, 1998 on file with the
     Commission.  The results of operations for the interim periods shown herein
     are not necessarily indicative of the results to be expected for any future
     interim period or for the entire year.

          The Company adopted Statement of Position No. 97-2, "Software Revenue
     Recognition" (SOP 97-2) for all software license transactions entered into
     by the Company subsequent to January 31, 1998.  The adoption of SOP 97-2
     did not have a material impact on the Company's revenues and earnings for
     the three month period ended April 30, 1998.

   2.  EARNINGS PER SHARE

          Basic earnings per share is computed by using the weighted average
     number of shares of common stock outstanding during each period.  Diluted
     earnings per share is computed using the weighted average number of shares
     of common stock outstanding during each period, and common equivalent
     shares consisting of stock options (using the treasury stock method).

          The following table sets forth the computation of basic and diluted
     earnings per share for the three months ended April 30, 1997 and 1998 (in
     thousands, except per share amounts):

<TABLE>
                                                      Three Months Ended
                                                           April 30,
                                                      --------------------
                                                        1997        1998
                                                      -------      -------
<S>                                                   <C>          <C>
     Basic earnings per share:
       Net income                                     $   146      $   360
       Weighted average shares outstanding             11,242       11,495
                                                      -------      -------
         Basic earnings per share                     $   .01      $   .03
                                                      -------      -------
                                                      -------      -------
     Diluted earnings per share:
       Net income                                     $   146      $   360
       Weighted average shares outstanding             11,242       11,495
       Assumed conversion of employee stock options     1,483        2,007
                                                      -------      -------
       Shares used in diluted earnings per share
        calculation                                    12,725       13,502
                                                      -------      -------
         Diluted earnings per share                   $   .01      $   .03
                                                      -------      -------
                                                      -------      -------
</TABLE>

                                     6
<PAGE>

   3.  CREDIT ARRANGEMENTS

          The Company has a revolving credit agreement ("the Revolving Credit
     Agreement") with a bank which extends through July 1, 1998.  The maximum
     amount of borrowings allowed under the Revolving Credit Agreement at April
     30, 1998 is $3.0 million against which $1,750,000 of borrowings were
     outstanding as of April 30, 1998.  Borrowings under the Revolving Credit
     Agreement bear interest at the prime lending rate (8.5% at April 30, 1998).

   4.  MANAGEMENT SERVICES

          During April 1998 the Company recognized as revenue from INFITEQ, 
     $368,000 for management services performed in prior periods.

   5.  SUBSEQUENT EVENTS

          On May 19, 1998, the Commission declared effective the Company's
     Registration Statement on Form S-1 to sell 5,100,000 defined in MD&A as
     "IPO" shares of the Company's Common Stock through an initial public
     offering (the Offering).  Of the shares offered, 3,650,000 shares were
     sold by the Company and 1,450,000 shares were sold by certain selling
     stockholders.  The shares were offered by an underwriting group managed
     by BancAmerica Robertson Stephens, Hambrecht & Quist LLC, and Lehman
     Brothers Inc. after giving affect to the deduction of underwriting
     discounts but without giving effect to other anticipated offering
     expenses, the Company generated net proceeds of approximately
     $37,339,500 from the IPO, which it intends to use for working capital and
     other general corporate purposes, as well as possible strategic alliances
     and acquisitions.

          Subsequent to January 31, 1998, the Company's Board of Directors and
     Shareholders authorized the merger of Carreker-Antinori, a Texas
     corporation ("Carreker-Antinori, Texas") into the Company.  The merger
     was effected through the conversion of each outstanding share of Class A
     voting Common Stock of Carreker-Antinori, Texas into 7.7 shares of Common
     Stock of the Company.  Additionally, all options and rights to acquire
     shares of Class A and Class B Common Stock of Carreker-Antinori, Texas
     were converted into rights to acquire shares of Common Stock of the
     Company on a basis consistent with the Common Stock conversion ratio.
     The accompanying financial statements reflect the merger and resulting
     change in capitalization as all share and per share amounts have been
     retroactively restated to reflect the merger.

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

   OVERVIEW

          The Company, founded in 1978, is a leading provider of integrated
     consulting and software solutions that enable banks to increase their
     revenues, reduce their costs and enhance their delivery of customer
     services. In February 1997, the Company acquired Antinori Software, Inc.,
     and through that acquisition, the Company was able to significantly
     enhance its portfolio of software products.

          MARKETS:  A substantial majority of the Company's revenues are
     generated from contracts with Tier I Banks (bank holding companies with
     assets over $50 billion) and Tier II Banks (bank holding companies and
     independent banks with assets of between $5 billion and $50 billion).
     The Company also targets smaller bank holding companies and independent
     banks with assets of between $550 million and $5 billion.

          SOURCE OF REVENUES:  The Company derives its revenues from
     consulting and management service fees, software license fees, software
     maintenance and implementation fees and hardware sales.  While many
     customer contracts provide for both the performance of consulting
     services and the license of related software, some customer contracts
     require only the performance of consulting services, or only a software
     license (and, at the election of the customer, related implementation
     services

                                     7
<PAGE>

     and/or annual software maintenance services).  The Company enters into
     these contracts with its customers on a project-by-project basis.  The
     Company also derives management service fees from the performance of
     comprehensive management services for the Electronic Check Clearing House
     Organization ("ECCHO"), Payment Solutions Network, Inc. ("PSN"), and 
     INFITEQ, LLC. ("INFITEQ").

          PRODUCTS AND SERVICES:  The Company's services and technology
     applications fall into five categories: 1) Yield Management Solutions -
     designed to quickly increase a bank's revenues through improved
     operational work-flows, pricing structures and liquidity and cash
     management, 2) Payment Systems, and 3) Payment Electronification
     Solutions - are both designed to reduce check-processing costs through
     procedural and technological improvements and reduced check fraud and
     other risks of loss, 4) Enabling Technologies Solutions - converting
     leading-edge technologies and ideas into practical banking solutions, and
     5) Management Services - providing management services for three banking
     organizations - ECCHO, PSN, and INFITEQ.  The Company's solutions are
     sold individually, or complementary solutions may be sold together
     (similarly, software products may be sold individually or as part of a
     product suite).

          PRICING METHODS AND REVENUE RECOGNITION:  The Company employs
     varying pricing methods for each of its four sources of revenue,
     resulting in a number of different revenue recognition practices.
     Consulting and management services are priced on (i) a time and materials
     basis (revenue is recognized as the services are performed), (ii) a
     fixed-price basis (revenue is recognized on a percentage-of-completion
     basis) and (iii) on a value-priced basis.  In the case of value-priced
     contracts, the Company is paid, on an agreed upon basis with the
     customer, either a specified percentage of the projected increased
     revenues or decreased costs that are expected to be derived by the
     customer over a period of up to twelve months following implementation of
     the Company's solution, or the actual increased revenues and/or decreased
     costs experienced by the customer over a period of up to twelve months
     following implementation of the Company's solution, subject in either
     case to a ceiling, if any is agreed to, on the total amount of payments
     to be made to the Company.  Revenues generated in connection with
     value-priced contracts based upon projected results are recognized only
     upon completion of all services and agreement upon the actual fee to be
     paid (even though billings for such services may be delayed by mutual
     agreement for periods generally not to exceed six months), and revenues
     generated based upon actual revenues or savings to the customer are
     recognized only upon the completion of all services and as the amounts of
     actual revenues or savings are confirmed by the customer.  Software
     license fees are priced on a fixed-price basis (with revenue recognized
     upon delivery, subject to certain conditions), on a value-priced basis
     (with revenue recognized in a fashion similar to that for consulting and
     management service fees) and in some cases on a per-transaction basis
     (with the related revenue being recognized and due on a monthly basis).
     Software maintenance and implementation fees are priced on a time and
     materials basis or on a fixed-price basis, and the related revenues are
     recognized on the basis consistent with that applied to consulting and
     management service fees.  Finally, hardware sales are priced on the basis
     of the Company's cost plus a specified percentage, and related revenues
     are recognized upon shipment of the hardware.

          All statements other than statements of historical fact contained in
     this report, including statements in this "Management's Discussion and
     Analysis of Financial Condition and Results of Operations" concerning the
     Company's financial position and liquidity, results of operations,
     prospects for future growth, and other matters are forward-looking
     statements. Although the Company believes that the expectations reflected
     in such forward-looking statements are reasonable, no assurance can be
     given that such expectations will prove correct.  Factors that could
     cause the Company's results to differ materially from the results
     discussed in, or contemplated by, such forward-looking statements include
     the risks described under "Risk Factors" in the Company's Prospectus
     dated May 20, 1998 on file with the Commission.  Such risks include,
     without limitation, the risks associated with the Company's dependence on
     the banking industry, fluctuations in quarterly operating results, the
     Company's limited operating history as a combined company (with Antinori
     Software, Inc.), customer concentration, customer project risks, the
     Company's ability to manage growth, market acceptance of the

                                     8
<PAGE>

     Company's solutions, the absence of long-term agreements with customers,
     the potential for software and/or solutions defects, competition within
     the markets in which the Company competes, the Company's use of
     independent contractors, the Company's dependence on key personnel, the
     Company's ability to attract and retain qualified personnel, the impact
     of technological advances on the Company's business, the Company's
     dependence on proprietary technology and the risks associated with
     infringement, Year 2000 issues, the potential for liability claims, the
     risks associated with potential strategic alliances or acquisitions,
     government regulation and the risks associated with international
     operations.  All forward-looking statements in this report are expressly
     qualified in their entirety by the cautionary statements in this
     paragraph, in "Risk Factors" (as set forth in the aforementioned
     Prospectus) and elsewhere in this report.

    RESULTS OF OPERATIONS

          The following table sets forth for the periods indicated, the
     percentages that selected items in the unaudited condensed consolidated
     statements of operations bear to total revenues.  The period to period
     comparisons of financial results are not necessarily indicative of future
     results.

<TABLE>
                                                            Three Months Ended
                                                                April 30,
                                                            ------------------
                                                              1997     1998
                                                             -----     -----
<S>                                                          <C>       <C>
     Revenues:
       Consulting and management service fees                 55.1%     48.9%
       Software license fees                                  16.8      30.7
       Software maintenance and implementation fees           23.9      18.1
       Hardware sales                                          4.3       2.3
                                                             -----     -----
         Total revenues                                      100.0     100.0

     Costs of revenues:
       Consulting and management service fees                 37.0      35.5
       Software license fees                                   3.0       2.5
       Software maintenance and implementation fees           14.0       9.3
       Hardware sales                                          3.3       1.6
                                                             -----     -----
         Total cost of revenues                               57.3      48.9
                                                             -----     -----
     Gross profit                                             42.7      51.1
                                                             -----     -----
     Operating costs and expenses:
       Selling general and administrative                     32.5      34.1
       Research and development                                7.6      11.2
                                                             -----     -----
         Total operating costs and expenses                   40.1      45.3

     Income from operations                                    2.6       5.8

     Other income (expense)                                     .6        --
                                                             -----     -----
     Income before provisions for income taxes                 3.2       5.8
     Provision from income taxes                               1.3       2.3
                                                             -----     -----
     Net income                                                1.9%      3.5%
                                                             -----     -----
                                                             -----     -----
</TABLE>

                                     9
<PAGE>

          REVENUES.  The Company's total revenues increased 36.5% to $10.3
     million for the three months ended April 30, 1998 from $7.5 million for
     the three months ended April 30, 1997.  The increase in revenue was
     primarily attributable to growth in software license fees, which
     increased 149.5% to $3.1 million for the three months ended April 30,
     1998, from $1.3 million for the three months ended April 30, 1998.
     Shipments of risk management software contributed to much of the
     increase.  Consulting and management service fees, which increased by
     21.1% to $5.0 million for the three months ended April 30, 1998, from
     $4.1 million for the three months ended April 30, 1997, primarily
     reflected continued growth in demand for time and material consulting
     engagements.

          COST OF REVENUES.  The Company's cost of revenues increased 16.5% to
     $5.0 million for the three months ended April 30, 1998, from $4.3 million
     for the three months ended April 30, 1997.  The increase in cost of
     revenues was primarily attributable to growth in consulting and
     management service fees, which increased 31.2% to $3.6 million for the
     three months ended April 30, 1998, from $2.8 million for the three months
     ended April 30, 1997.  Cost growth in this category was generated by
     increases in personnel engaged in time and material and value priced
     engagements.  Cost of revenues as a percentage of revenues decreased 8.4%
     to 48.9% for the three months ended April 30, 1998 from 57.3% for the
     three months ended April 30, 1997.  This decrease is primarily
     attributable to the growth in software license fee revenue as a
     percentage of total revenue, which has a relatively low cost compared to
     other revenue categories.  Software license fee revenue as a percentage
     of total revenue increased to 30.7% for the three months ended April 30,
     1998 from 16.8% for the three months ended April 30, 1997.

          SELLING, GENERAL AND ADMINISTRATIVE.  Selling, general and
     administrative expenses generally consist of personnel costs associated
     with selling, marketing, general management and software management, as
     well as fees for professional services and other related costs.  Selling,
     general and administrative expenses increased 43.3% to $3.5 million for
     the three months ended April 30, 1998, from $2.4 million for the three
     months ended April 30, 1997.  The increase in these expenses reflected
     growth in additional management and marketing staff over the prior period
     to support the Company's expanding operations.  As a percentage of
     revenues, selling, general and administrative expenses increased to 34.1%
     for the three months ended April 30, 1998 from 32.5% for the three months
     ended April 30, 1997.

          RESEARCH AND DEVELOPMENT.  Research and development expenses
     generally consist of personnel and related costs of developing solutions.
     Research and development expenses increased 101.2% to $1.2 million for
     the three months ended April 30, 1998, from $570,000 for the three months
     ended April 30, 1997.  Increases in research and development expense
     reflect a higher level of software development activity, as well as a
     greater portion of total software development spending being expensed,
     rather than capitalized.

          OTHER INCOME (EXPENSE).  Other income (expense) generally consists
     of interest income and expense.  Other income (expense) decreased 79.6%
     to $10,000 for the three months ended April 30, 1998, from $49,000 for
     the three months ended April 30, 1997.  The decrease in other income
     (expense) resulted from increased interest expense from short term
     borrowings to fund working capital requirements.

          PROVISION FOR INCOME TAXES.  The income tax provision increased
     144.9% to $240,000 for the three months ended April 30, 1998, from
     $98,000 for the three months ended April 30, 1997.  The provision for
     income taxes is based on the estimated effective annual effective tax
     rate, and includes federal and state income taxes.  The Company's
     effective income tax rate was 40% for the three months ended April 30,
     1997 and 1998.

                                     10
<PAGE>

   LIQUIDITY AND CAPITAL RESOURCES

          As of April 30, 1998, the Company had $7.3 million of working
     capital, including $1.0 million in cash and cash equivalents, as compared
     to $7.4 million of working capital as of January 31,1998, including $2.0
     million of cash and cash equivalents. Operating activities during this
     period consumed $1.7 million of available cash largely through growth in
     accounts receivable of $1.3 million, and through reductions of accounts
     payable and accrued expenses of $500,000.

          Accounts receivable net of allowances for doubtful accounts, increased
     to $14.1 million at April 30, 1998, from $12.8 million at January 31,1998,
     primarily due to the timing of closing sales transactions and extended
     payment programs associated with some value priced engagements.

          Average days' sales outstanding was 119 days for the twelve month
     period ended April 30, 1998 as compared to 115 days for the twelve month
     period ended January 31, 1998.  Average days' sales outstanding can
     fluctuate for a variety of reasons, including the timing of billings
     specified by contractual agreement, and billings for related revenue
     which may not yet be recognizable.

          Cash used in investing activities during the period ended April 30,
     1998, was $1.0 million and was used to purchase $600,000 of furniture,
     equipment, and leasehold improvements related to growth in staff, and
     $400,000 was invested in capitalized software.

          Cash generated through financing activities for the period ended
     April 30, 1998, was $1.8 and resulted from borrowings under the Company's
     revolving credit facility.

          The Company has a $3.0 million revolving credit facility (the
     "Facility"). As of April 30, 1998, the Company had $1,750,000 outstanding
     under the Facility. Principal amounts outstanding under the Facility bear
     interest at national prime (8.5% at April 30, 1998).  Availability under
     the Facility is calculated based on 70% of qualified accounts receivable.
     All indebtedness under the Facility matures July 1, 1998.  The Company
     has pledged its inventory accounts receivable and certain intangible
     rights to secure indebtedness under the Facility.  Under the Facility,
     the Company is subject to certain covenants regarding its operations and
     corporate actions.  The Company has entered into discussions with the
     bank to extend the Facility.

          In May 1998 the Company completed the initial public offering of its
     Common Stock (the "IPO").  After giving effect to the deduction of
     underwriting discounts but without giving effect to other anticipated
     offering expenses, the Company generated net proceeds of approximately
     $37,339,500 from the IPO, which it intends to use for working capital and
     other general corporate purposes. The Company may also use a portion of
     the net proceeds for possible strategic alliances and acquisitions of
     businesses, products and technologies that are complementary to those of
     the Company. Pending such uses, the Company plans to invest the net
     proceeds from the IPO in short-term, interest-bearing, investment-grade
     securities.  See also "Part II:  Other Information, Item 2. Changes in
     Securities and Use of Proceeds."

          In June 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards No. 131, "Disclosures about
     Segments of an Enterprise and Related Information" ("FASB 131"), which
     supersedes existing accounting standards related to disclosure of
     operating segment information beginning fiscal 1998.  Although the
     Company currently operates in only one industry segment, the Company is
     in the process of evaluating the impact this new standard will have on
     the Company's financial statement disclosures in fiscal 1998.  The
     adoption of FASB 131 will have no impact on the Company's consolidated
     results of operations, financial position or cash flows and any effect
     will be limited to the presentation of its Consolidated Financial
     Statements.

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<PAGE>

          The Company has taken precautions to address the nature and extent
     of the work required to make its products and systems Year 2000
     compliant.  The Company believes that its products are Year 2000
     compliant, with the possible exception of certain software developed by a
     third party and imbedded in one of the Company's products (the Company
     will continue its efforts with respect to Year 2000 compliance for this
     embedded software).  The Company's Year 2000 compliance activities are
     being performed as part of the Company's normal development activity.
     The Company is evaluating the software employed in its internal
     operations and does not believe it will incur any significant Year 2000
     costs associated with its internal systems.  As a consequence, Year 2000
     compliance costs are not expected to result in any material incremental
     costs to the Company.

  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

             NONE

PART II   OTHER INFORMATION

  ITEM 1.  LEGAL PROCEEDINGS

             None

  ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

          The Commission declared the Registration Statement on Form S-1 (File
     No. 333-48399) relating to the Company's IPO effective on May 19, 1998.
     The IPO is now complete.  In the IPO, the Company issued and sold
     3,650,000 shares of Common Stock for an aggregate price to the public of
     $40,150,000 and certain Selling Stockholders sold 1,450,000 shares of
     Common Stock for an aggregate price to the public of $15,950,000.  The
     IPO was a firm commitment underwriting, and the managing underwriters of
     the IPO were BancAmerica Robertson Stephens, Hambrecht & Quist LLC and
     Lehman Brothers, Inc.  The underwriting discount incurred by the Company
     relating to the IPO was $2,810,500.  The IPO generated net offering
     proceeds, after giving effect to the payment of the underwriting discount
     but without giving effect to other expenses associated with the offering,
     of $37,339,500.  Inasmuch as the IPO was completed subsequent to the
     ending date of this reporting period, none of the offering proceeds had
     yet been applied.

  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

             None

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

             None

  ITEM 5.  OTHER INFORMATION

          The Company notes several minor corrections to figures included in
     its Prospectus dated May 20, 1998 on file with the Commission.  Under
     "Management's Discussion and Analysis of Financial Condition and Results
     of Operations - Results of Operations - Year Ended January 31, 1997
     (Fiscal 1996) Compared to Year Ended January 31, 1998 (Fiscal 1997) -
     Revenues," the increase in software license revenue growth in fiscal 1997
     over fiscal 1996 was partially attributable to increased sales of the
     Company's ReserveLink product of $1.0 million, rather than $1.5 million.
     Total ReserveLink license fees accounted for 36.5%, rather than 28.1%, of
     software license revenue in fiscal 1996.  Increased ReserveLink products
     sales contributed to increased software implementation fees in the amount
     of $463,000, rather than $860,000, and increased software maintenance
     fees in the amount of $322,000, rather than $340,000, in fiscal 1997.  In
     addition, under "-Year Ended January 31, 1996 (Fiscal 1995) Compared to
     Year Ended January 31, 1997 (Fiscal 1996) -Revenues," growth in software
     license revenues attributable to the successful rollout of the
     ReserveLink

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<PAGE>

     product amounted to approximately $2.3 million, rather than $2.2 million.
     Finally, the increase in software maintenance and implementation
     revenues in fiscal 1996 over fiscal 1995 was due to $1.0 million, rather
     than $580,000, of increased ReserveLink sales.

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits

               The Company entered into various agreements during the three-
          month period ended April 30, 1998, but before the Company became a
          reporting Company under the Securities Exchange Act of 1934.  All of
          such agreements were  filed with the Company's Registration Statement
          on Form S-1 (File No. 333-48399) and are hereby incorporated by
          reference.

          Number      Exhibit Description
          ------      -------------------
          27.1        Financial Data Schedule

       (b)  Reports on Form 8-K

              None

SIGNATURES

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

                         CARREKER-ANTINORI, INC.


By:    /s/ John D. Carreker, Jr.                  Date:  July 2, 1998
   --------------------------------                    -----------------
   John D. Carreker, Jr.
   Chairman of the Board and
   Chief Executive Officer


By:    /s/ Terry L. Gage                          Date: July 2, 1998
   --------------------------------                    -----------------
   Terry L. Gage
   Executive Vice President and
   Chief Financial Officer



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