<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, 2000.

[ ] 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 Identification No.)
   incorporation or organization)

   4055 Valley View Lane, #1000
   Dallas, Texas                                         75244
-----------------------------------------   ------------------------------------
  (Address of principal executive office)               (Zip Code)



                                 (972) 458-1981
--------------------------------------------------------------------------------
              (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 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   X    No
                                       -----    -----



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 --- 18,584,328 shares as of May 31, 2000.



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

<PAGE>

                             CARREKER-ANTINORI, INC.

                                      INDEX

<TABLE>
<CAPTION>
PART I     FINANCIAL INFORMATION                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets
              at April 30, 2000 and January 31, 2000                                       3

              Condensed Consolidated Statements of Operations
              for the three months ended April 30, 2000
              and April 30, 1999                                                           4

              Condensed Consolidated Statements of Cash Flows
              for the three months ended April 30, 2000
              and  April 30, 1999                                                          5

              Notes to Condensed Consolidated Financial Statements                         6


     Item 2.  Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                                        9

     Item 3.  Quantitative and Qualitative Disclosures about Market Risk                  17

PART II    OTHER INFORMATION

     Item 1.  Legal Proceedings                                                           17

     Item 2.  Changes in Securities and Use of Proceeds                                   17

     Item 3.  Defaults Upon Senior Securities                                             17

     Item 4.  Submission of Matters to a Vote of Security Holders                         17

     Item 5.  Other Information                                                           17

     Item 6.  Exhibits and Reports on Form 8-K                                            17

SIGNATURES                                                                                18
</TABLE>


                                       2

--------------------------------------------------------------------------------
<PAGE>



PART I  FINANCIAL INFORMATION

      ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                           April 30,           January 31,
                                ASSETS                                        2000                 2000
                                                                         ---------------      ---------------
<S>                                                                      <C>                  <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                  $ 20,720            $  25,973
    Short term investments                                                       13,563               13,563
    Accounts receivable, net                                                     34,692               30,843
    Prepaid expenses and other current assets                                     1,123                  733
    Deferred income taxes                                                           831                  831
                                                                         ---------------      ---------------
                Total current assets                                             70,929               71,943
Property and equipment, net of accumulated depreciation                           4,284                4,197
Software costs capitalized, net of accumulated amortization                       8,124                6,349
Other assets                                                                        328                  334
                                                                         ---------------      ---------------
                Total assets                                                   $ 83,665            $  82,823
                                                                         ===============      ===============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                                                           $  2,927            $   2,089
    Accrued compensation and benefits                                             1,582                2,030
    Other accrued expenses                                                        1,812                2,583
    Income taxes payable                                                            713                2,310
    Deferred revenue                                                              7,405                6,401
                                                                         ---------------      ---------------
                Total current liabilities                                        14,439               15,413
 Deferred income taxes                                                            2,004                2,004
                                                                         ---------------      ---------------
                Total liabilities                                                16,443               17,417
                                                                         ---------------      ---------------
STOCKHOLDERS' EQUITY:
   Preferred Stock, $.01 par value, 2,000 shares
      authorized, none issued                                                      ----                 ----
   Common Stock, $.01 par value, 100,000 shares authorized,
      18,579 and 18,540 shares issued, respectively                                 186                  185
   Additional paid-in capital                                                    44,885               44,564
   Deferred compensation                                                           (172)                (183)
   Retained earnings                                                             22,323               20,846
   Less treasury stock, at cost:
      1 common shares, as of January 31, 2000                                      ----                   (6)
                                                                         ---------------      ---------------
                Total stockholders' equity                                       67,222               65,406
                                                                         ---------------      ---------------
                Total liabilities and stockholders' equity                     $ 83,665            $  82,823
                                                                         ===============      ===============
</TABLE>

                             See accompanying notes.


                                       3

--------------------------------------------------------------------------------
<PAGE>

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


<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                           April 30,
                                                                ------------------------------
                                                                       2000              1999
                                                                ------------       -----------
<S>                                                             <C>                <C>
REVENUES:
    Consulting and management service fees                          $13,110           $ 8,324
    Software license fees                                             4,173             3,093
    Software maintenance fees                                         2,282             1,502
    Software implementation fees                                      2,495             1,443
    Hardware and other fees                                            ----               122
                                                                ------------       -----------
           Total revenues                                            22,060            14,484

COSTS OF REVENUES:
    Consulting and management service fees                            8,573             5,271
    Software license fees                                             1,137               468
    Software maintenance fees                                           535               664
    Software implementation fees                                      1,217               646
    Hardware and other fees                                               6               101
                                                                ------------       -----------
           Total cost of revenues                                    11,468             7,150

                                                                ------------       -----------
GROSS PROFIT                                                         10,592             7,334
                                                                ------------       -----------

OPERATING COSTS AND EXPENSES:
    Selling, general and administrative                               7,598             4,818
    Research and development                                            984             1,318
                                                                ------------       -----------
           Total operating costs and expenses                         8,582             6,136

Income from operations                                                2,010             1,198
Other income                                                            372               241
                                                                ------------       -----------

Income before provision for income taxes                              2,382             1,439
Provision for income taxes                                              905               476
                                                                ------------       -----------
Net income                                                          $ 1,477           $   963
                                                                ============       ===========

Basic earnings per share                                            $  0.08           $  0.05
                                                                ============       ===========
Diluted earnings per share                                          $  0.08           $  0.05
                                                                ============       ===========

Shares used in computing basic earnings per share                    18,499            18,369
Shares used in computing diluted earnings per share                  19,467            18,843
</TABLE>

                             See accompanying notes.


                                       4

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<PAGE>

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


<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        April 30,
                                                                           -------------------------------
                                                                                  2000               1999
                                                                           ------------       ------------
<S>                                                                        <C>                <C>
OPERATING ACTIVITIES:
  Net Income                                                                   $ 1,477            $   963
  Adjustments to reconcile net income to net cash used in operating
  activities:
     Amortization of  software costs capitalized                                   760                292
     Depreciation and amortization of property and equipment                       562                505
     Amortization of deferred compensation                                          66                 76
     Deferred income taxes                                                        ----                 50
     Provision for doubtful accounts                                               329                107
     Changes in assets and liabilities:
        Accounts receivable                                                     (4,178)            (1,007)
        Prepaid expenses and other                                                (384)              (447)
        Accounts payable and accrued expenses                                   (1,978)              (752)
        Deferred revenue                                                         1,004               (517)
                                                                           ------------       -------------
          Net cash used in operating activities                                 (2,342)              (730)

INVESTING ACTIVITIES:
     Sales and maturities of short-term investments                               ----              4,172
     Purchase of property and equipment                                           (649)            (1,181)
     Computer software costs capitalized                                        (2,535)              (417)
                                                                           -------------      -------------
          Net cash provided by (used in) investing activities                   (3,184)             2,574

FINANCING ACTIVITIES:
     Purchases of treasury stock                                                  ----                 (4)
     Proceeds from stock options exercised                                         273                210
                                                                           ------------       ------------
          Net cash provided by financing activities                                273                206
                                                                           ------------       ------------

Net increase (decrease) in cash and cash equivalents                            (5,253)             2,050
Cash and cash equivalents at beginning of period                                25,973             20,701
                                                                           ------------       ------------
Cash and cash equivalents at end of period                                      20,720            $22,751
                                                                           ============       ============

Supplemental cash flow information:
  Cash paid for interest                                                       $     9            $  ----
                                                                           ============       ============

  Cash paid for income taxes                                                   $ 2,502            $   809
                                                                           ============       ============
</TABLE>

                             See accompanying notes.


                                       5

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<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, 2000, 1999, and 1998 included in the Company's Form 10-K
         for the fiscal year ended January 31, 2000 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.

     2.  CASH AND CASH EQUIVALENTS

                  The Company considers all highly liquid investments with
         maturities of three months or less from the original purchase date to
         be cash equivalents. At April 30, 2000, cash equivalents consisted
         principally of highly liquid debt securities of corporations and
         municipalities.

     3.  SHORT TERM INVESTMENTS

                  The Company considers investments with maturities of greater
         than three months, when purchased, to be short-term investments based
         on the freely tradable nature of the investments, and management's
         expectation that they will not be held for greater than one year.
         Short-term investments consist primarily of tax exempt municipal bonds.
         Management determines the appropriate classification of debt securities
         at the time of purchase and re-evaluates such designation as of each
         balance sheet date. All debt securities have been determined by
         management to be available for sale. Available for sale securities are
         stated at amortized cost, which approximates fair value. Fair value of
         debt securities is determined based upon current market value price
         quotes by security. As of April 30, 2000 all short-term investments
         mature in less than one year.

     4.  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).


                                       6

--------------------------------------------------------------------------------
<PAGE>

                  The following table sets forth the computation of basic and
         diluted earnings per share for the three months ended April 30, 2000
         and 1999 (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                  April 30,
                                                                     --------------------------------
                                                                             2000               1999
                                                                     -------------     --------------
         <S>                                                         <C>               <C>
         Basic earnings per share:
             Net income                                                   $ 1,477            $   963
                                                                     =============     ==============
             Weighted average shares outstanding                           18,499             18,369
                                                                     -------------     --------------

                    Basic earnings per share                              $  0.08            $  0.05
                                                                     =============     ==============

         Diluted earnings per share:
             Net income                                                   $ 1,477            $   963
                                                                     =============     ==============
             Weighted average shares outstanding                           18,499             18,369
             Assumed conversion of employee
                stock options                                                 968                474
                                                                     -------------     --------------
             Shares used in diluted earnings per share
                calculation                                                19,467             18,843
                                                                     =============     ==============

                    Diluted earnings per share                            $  0.08            $  0.05
                                                                     =============     ==============
</TABLE>

     5.  MANAGEMENT SERVICES

                  For the three month periods ended April 30, 2000 and 1999, the
         Company recognized revenue for management services provided to related
         parties in the following amounts (in thousands):

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                                April 30,
                                                                     --------------------------------
                                                                         2000              1999
                                                                     -------------     --------------
         <S>                                                         <C>               <C>
         Infiteq, LLC                                                     $  ----            $    21
         Payment Solutions
           Network, Inc.                                                        9                179

         Electronic Check Clearing House
           Organization                                                       212                267
</TABLE>

          The Company held net receivables from related companies at April 30
          in the following amounts (in thousands):

<TABLE>
<CAPTION>
                                                                         2000              1999
                                                                     -------------     --------------
         <S>                                                         <C>               <C>
         Infiteq, LLC                                                      $   45            $   197
         Payment Solutions Network, Inc.                                      272                393
         Electronic Check Clearing House Organization                         240                106
</TABLE>


                                       7

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<PAGE>

     6.  SEGMENTS

             During January 2000, the Company revised its segment disclosures
         to reflect its focus on e-finance segments. As a result of this
         revision, segment disclosures for the current and prior periods have
         been restated.

             We have three reportable segments: ePaymentSolutions,
         eCashSolutions and eBusinessSolutions. The segments are unique due to
         the focus of the products and services being offered. We evaluate
         performance and allocate resources based on profit or loss from
         operations before income taxes, not including gains and losses on our
         investment portfolio.

             EPaymentSolutions consist primarily of eXceptions software, eTrac
         software, eInformSolutions, eTransaction consulting and software,
         eFraudLink consulting and software and ECCHO Management services.
         eCashSolutions consists primarily of eiService and eCashInventory
         consulting and software and eTransport consulting. eBusinessSolutions
         consists primarily of RevenueEnhancement consulting, eFinancialServices
         and eStrategic consulting.

             Due to the solution approach to delivering products and services
         from multiple business segments, contracts are broken down by segment
         with few transactions between reportable segments.

             Included in corporate and unallocated are costs related to selling
         and marketing, unallocated corporate overhead expense, general software
         management, and incentive bonuses. Business segment results include
         costs for research and development as well as product royalty expense.
         Receivables, property and equipment and other assets are not included
         in the measures reviewed by our chief operating decision-maker.
         Therefore, all assets have been included in the corporate and
         unallocated category in the following reportable segment disclosure
         (in thousands):

<TABLE>
<CAPTION>
                                                                        Three months ended April 30, 2000
                                                      --------------------------------------------------------------------
                                                                               eBusinessSolutions
                                                                            --------------------------
                                                                                 Revenue      eFinancial    Corporate
                                           ePaymentSolutions   eCashSolutions  Enhancement     Services    Unallocated     Total
                                           ------------------  -------------   ------------  -----------  ------------  ------------
<S>                                        <C>                 <C>             <C>           <C>          <C>           <C>
Revenues
  Consulting and management service fees..          $  1,271        $    43        $ 5,721     $  6,075      $     --      $ 13,110
  Software license fees...................             3,011          1,162             --           --            --         4,173
  Software maintenance fees...............             1,740            542             --           --            --         2,282
  Software implementation fees............             1,540            828             --          127            --         2,495
  Hardware and other fees.................                --             --             --           --            --            --
                                                -------------  -------------   ------------  -----------  ------------  ------------
   Total revenues.........................          $  7,562        $ 2,575        $ 5,721     $  6,202      $     --      $ 22,060
                                                =============  =============   ============  ===========  ============  ============

Operating income (loss)...................          $    206        $   284        $ 3,316     $  2,270      $  (4,066)    $  2,010
</TABLE>


                                       8

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<PAGE>

<TABLE>
<CAPTION>
                                                                          Three months ended April 30, 1999
                                                             -------------------------------------------------------------
                                                                                 eBusinessSolutions
                                                                              --------------------------
                                                                                  Revenue     eFinancial     Corporate
                                            ePaymentSolutions  eCashSolutions   Enhancement    Services     Unallocated     Total
                                           ------------------  --------------   -----------  -----------   ------------  -----------
<S>                                        <C>                 <C>              <C>          <C>           <C>           <C>
Revenues
  Consulting and management service fees..          $  1,320        $   832        $ 3,006     $  3,166      $      --     $  8,324
  Software license fees...................             1,855          1,238             --           --             --        3,093
  Software maintenance fees...............             1,163            339             --           --             --        1,502
  Software implementation fees............             1,215            228             --           --             --        1,443
  Hardware and other fees.................               122             --             --           --             --          122
                                                -------------  -------------   ------------  -----------  ------------  ------------
   Total revenues........................           $  5,675        $ 2,637        $ 3,006     $  3,166      $      --     $ 14,484
                                                =============   =============  ============  ===========  ============  ============

Operating income (loss)...................          $    211        $ 1,160        $ 1,827     $    735      $  (2,735)    $  1,198
</TABLE>

     7.  ACQUISITIONS

                  On February 10, 2000 we acquired all of the outstanding
         stock of Automated Integrated Solutions, Inc. an Ontario, Company
         ("AIS") for $2.3 million in cash and additional contingent future
         cash payments to AIS shareholders of up to $2.0 million based on
         achievement of specified revenue targets over three years. The
         transaction was accounted for as a purchase transaction with
         $2.3 million of the purchase price allocated to capitalize software.

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

       OVERVIEW

                  We are a leading provider of integrated consulting and
         software solutions that enable banks to maximize their electronic
         finance (efinance) opportunities, increase their revenues, reduce
         their costs and enhance their delivery of customer services. We were
         founded in 1978 to provide consulting services to banks, and
         subsequently integrated software products into our banking solutions.
         With our acquisition of Antinori Software, Inc. in 1997, we were
         able to significantly enhance our portfolio of software products.
         Additionally, we acquired Genisys Operations, Inc. in 1999, which
         provided incremental added-value to our product offerings. The
         acquisitions of ASI and Genisys were each accounted for as a
         pooling-of-interests, and accordingly, our Condensed Consolidated
         Financial Statements and notes thereto, as well as all other financial
         and statistical data presented in this Form 10-Q, have been restated to
         include the financial position and results of operations for ASI and
         Genisys for all periods presented.

                  MARKETS: A substantial majority of our revenues are generated
         from contracts with banks with assets over $50 billion ("Tier I Banks")
         and banks with assets of between $5 billion and $50 billion ("Tier II
         Banks"). We seek to establish long-term relationships with our
         customers that will lead to ongoing projects utilizing our solutions.

                  SOURCE OF REVENUES: We derive our revenues from consulting
         and management service fees, software license fees, software
         implementation fees and hardware and other 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 and/or
         annual software maintenance services). We enter into these contracts
         with our customers on a project-by-project basis.

                  PRODUCTS AND SERVICES: We offer a wide range of
         industry-leading solutions that enable banks to maximize their
         e-finance opportunities, increase their revenues and reduce their
         costs. Combining consulting services with proprietary technology
         applications, we help banks improve their current operations and
         realize their full potential from the Internet economy.

                                       9
--------------------------------------------------------------------------------
<PAGE>

         Our offerings, uniquely tailored to the needs of the banking industry,
fall into three complementary groups of powerful, Internet-ready solutions. The
three groups, ePaymentSolutions, eCashSolutions and eBusinessSolutions, offer a
combination of products and services that when combined deliver optimal
benefits. These products and services are:

<TABLE>
<CAPTION>
            EPAYMENTSOLUTIONS            ECASHSOLUTIONS            EBUSINESSSOLUTIONS
            <S>                          <C>                       <C>
               eFraudLink                   eiService              RevenueEnhancement
               eXceptions                eCashInventory            eFinancialServices
                   eRM                     eTransport                  eStrategic
                  eTrac
                 eInform
              eTransactions
</TABLE>

         The EPAYMENTSOLUTIONS group addresses the needs of a critical function
of banks, and the processing of payments made by one party to another. This
includes the identification and mitigation of fraudulent payments, handling
irregular items such as checks returned unpaid (exceptions), maintaining a
record of past transactions (archiving), responding to related customer
inquiries (research) and correcting any errors that are discovered
(adjustments). Our EPAYMENTSOLUTIONS group approaches these key functions in the
context of improving operational efficiency and a gradual transition from the
paper-based payment systems to electronics.

         EFRAUDLINK offers a comprehensive, automated approach to solving the
         growing problem of fraudulent financial transactions, with solutions
         specifically designed to protect banks against bad checks drawn on them
         for payment, fraudulent items deposited with them for credit, and check
         kiting.

         PRODUCTS & SERVICES OFFERED:   EFRAUDLINKONUS, EFRAUDLINKDEPOSIT,
                                        EFRAUDLINKKITE, EFRAUDLINKPOSITIVEPAY,
                                        EFRAUDLINKTRACKER, EFRAUDLINKPC,
                                        EFRAUDLINKHOLD

         EXCEPTIONS is designed to reduce the number of exceptions that banks
         experience, while using technology to transform traditionally
         labor-intensive bank operations into efficient elements of the total
         e-payment transaction chain. It features a unique combination of an
         automated check research, photo retrieval and adjustment solutions,
         together with a flexible workflow engine.

         PRODUCTS & SERVICES OFFERED:   EXCEPTIONSCHECKFLOW

         ERM provides powerful tools for customer relationship management in an
         e-finance environment. This wide-ranging electronic relationship
         management infrastructure is a web-enabled decision support system that
         incorporates exception management, risk management, treasury services
         and document image archival and retrieval.

         PRODUCTS & SERVICES OFFERED:   ERMEXCEPTIONSMANAGEMENT,
                                        ERMRISKMANAGEMENT, ERMTREASURYSERVICES,
                                        ERMIMAGEREQUESTOR

         ETRAC is an automated track and trace system designed to monitor items
         from the time they enter a bank's processing stream to final
         disposition. Among other benefits, this enables a bank to improve labor
         productivity by channeling resources to where they are most needed,
         i.e., potential workflow bottlenecks. Items tracked range from checks,
         cash and microfilm records to internal bank mail.

         PRODUCTS & SERVICES OFFERED:   ETRACWORKFLOW, ETRACRECORDS

         EINFORM focuses on performance measurement using the historical data
         generated by eTrac. End-users can use this historical data for the
         purposes of generating key performance indicators, item processing
         volume data, productivity statistics, and quality control benchmarks.

         PRODUCTS & SERVICES OFFERED:   EINFORMMETRICS, EINFORMPERFORM,
                                        EINFORMSTATS, EINFORMQUALITY

                                       10

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<PAGE>

         ETRANSACTIONS enables the transition away from paper-based payment
         systems to electronics by automating key elements of the processing
         stream, as well as improving a bank's yield from float management. The
         aim is to reduce and eventually eliminate the movement of paper payment
         instruments through the system, automate error-prone payment processing
         functions, consolidate payment information and provide a measure of
         fraud prevention.

         PRODUCTS & SERVICES OFFERED:   ETRANSACTIONSCHECKLINK,
                                        ETRANSACTIONSCHECKLINKPC,
                                        ETRANSACTIONSDEPOSIT,
                                        ETRANSACTIONSBRANCHTRUNCATIONMANAGEMENT,
                                        ETRANSACTIONSFLOAT,
                                        ETRANSACTIONSNOTIFICATION

         The ECASHSOLUTIONS group optimizes inventory management of a bank's
cash-on-hand, how much, when and where it is needed. Web-based software
solutions dramatically reduce the amount of cash banks need to hold in reserve
accounts and as cash-on-hand, while ensuring a high level of customer service
through timely replenishment of cash in ATMs.

         EISERVICE advances ATM monitoring and management through the use of
         Internet connectivity to provide electronic notification of cash and/or
         servicing needs. Scalable to the largest ATM networks, it forecasts
         cash and servicing needs, dispatches vendors for cash replenishment and
         maintenance services, records completed work and reconciles vendor
         invoices, all via an electronic communication infrastructure.

         PRODUCTS & SERVICES OFFERED:   EISEMANAGER, EISEGATEWAY, EISEFORECASTER

         ECASHINVENTORY reduces the amount of non-earning assets required in
         reserve accounts and as cash-on-hand to meet operating needs. Using
         both technology and process reengineering, it provides management tools
         for forecasting, tracking and optimizing a bank's inventory of
         currency. This comprehensive group of solutions frees underutilized
         money for more productive uses.

         PRODUCTS & SERVICES OFFERED:   ECASHINVENTORYFORECASTER,
                                        ECASHINVENTORYTRACKER,
                                        ECASHINVENTORYRESERVE, ECASHRESERVEPLUS

         ETRANSPORT focuses on reducing armored car transportation costs
         incurred by banks in moving cash between locations to another and
         replenishing ATMs. It optimizes armored car utilization based on ATM
         locations and usage, route structures and delivery frequency, as well
         as ATM deposit processing requirements.

         PRODUCTS & SERVICES OFFERED:   ETRANSPORTOPTIMIZER,
                                        ETRANSPORTCONSULTING
         The EBUSINESSSOLUTIONS group offers a range of consulting services that
enable banks to improve their day-to-day operations and conceive implement and
fund their e-finance initiatives.
 .
         REVENUEENHANCEMENT consulting enables a bank to improve workflows,
         internal operational processes and customer pricing structures.
         Opportunities to improve performance are identified through a
         systematic evaluation of existing policies and procedures in a range of
         functional areas.

         SERVICES OFFERED:              REVENUEENHANCEMENT

         EFINANCIALSERVICES provides conversion, consolidation and integration
         consulting on a bank-wide basis. These services are particularly in
         demand in the context of continuing acquisition and merger activity in
         the banking industry, and the pressure on banks to define and implement
         their e-finance strategies.

         SERVICES OFFERED:              EFINANCIALSERVICEPRODUCTMANAGEMENT,
                                        EFINANCIASERVICEIT,
                                        EFINANCIALSERVICEFINANCIAL,
                                        EFINANCIALSERVICEINTEGRATION


                                       11

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<PAGE>

         ESTRATEGIC assists banks in developing and implementing a comprehensive
         e-finance strategy. The scope of work includes defining objectives,
         detailing a migration path and time frame and recommending a complete
         array of enabling technologies.

         SERVICES OFFERED:              ESTRATEGICMODELING,
                                        ESTRATEGICFINANCECONSULTING,
                                        ESTRATEGICINTEGRATEDSALES

                  PRICING METHODS AND REVENUE RECOGNITION: We employ varying
         pricing methods for each of our 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, we are 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 our 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 our solution, subject in either case to a ceiling, if
         any is agreed to, on the total amount of payments to be made to us.
         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 twelve months). When fees are to be paid based on a
         percentage of actual revenues or savings, revenues are recognized only
         upon the completion of all services and as the amounts of actual
         revenues or savings are confirmed to us 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 our 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 our financial position and liquidity, results of
         operations, prospects for future growth, and other matters are
         forward-looking statements. Although we believe 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 our 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 Form 10-K for the fiscal year ended January 31, 2000, on file
         with the Commission. Such risks include, without limitation, the risks
         associated with our dependence on the banking industry, fluctuations in
         quarterly operating results, customer concentration, customer project
         risks, our ability to manage growth, market acceptance of our
         solutions, the absence of long-term agreements with customers, the
         potential for software and/or solutions defects, competition within the
         markets in which we compete our use of independent contractors, our
         dependence on key personnel, our ability to attract and retain
         qualified personnel, the impact of technological advances on our
         business, our 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 Form 10-K) and elsewhere in this report.


                                       12

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<PAGE>

       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>
<CAPTION>
                                                                            Three Months Ended
                                                                                 April 30,
                                                                     -------------------------------
                                                                            2000               1999
                                                                     ------------       ------------
         <S>                                                         <C>                <C>
         Revenues:
             Consulting and management service fees                         59.5%              57.5%
             Software license fees                                          18.9               21.4
             Software maintenance fees                                      10.3               10.4
             Software implementation fees                                   11.3                9.9
             Hardware and other fees                                          --                 .8
                                                                     ------------       ------------
                    Total revenues                                         100.0              100.0

         Costs of revenues:
             Consulting and management service fees                         38.9               36.4
             Software license fees                                           5.2                3.2
             Software maintenance fees                                       2.4                4.6
             Software implementation fees                                    5.5                4.5
             Hardware and other fees                                          --                 .7
                                                                     ------------       ------------
                    Total cost of revenues                                  52.0               49.4

                                                                     ------------       ------------
         Gross profit                                                       48.0               50.6
                                                                     ------------       ------------

         Operating costs and expenses:
             Selling, general and administrative                            34.4               33.3
             Research and development                                        4.5                9.1
                                                                     ------------       ------------
                    Total operating costs and expenses                      38.9               42.4

         Income from operations                                              9.1                8.2
         Other income (expense)                                              1.7                1.7
                                                                     ------------       ------------

         Income before provision for income taxes                           10.8                9.9
         Provision for income taxes                                          4.1                3.3

                                                                     ------------       ------------
         Net income                                                          6.7%               6.6%
                                                                     ==============     ==============
</TABLE>


                                       13

--------------------------------------------------------------------------------
<PAGE>

         REVENUES

                  REVENUES: Our total revenues increased 52.4% to $22.1 million
         for the quarter ended April 30, 2000 from $14.5 million for the quarter
         ended April 30, 1999.

                  CONSULTING AND MANAGEMENT SERVICE FEES: Revenues from
         consulting and management service fees increased 57.8% to $13.1 million
         for the quarter ended April 30, 2000 from $8.3 million for the quarter
         ended April 30, 1999. Consulting and management service fees have grown
         as a result of continued demand for eFinancial Services as well as
         value priced RevenueEnhancement consulting. We have expanded the use of
         value priced engagements due to their improved margins as well as their
         favorable reception from customers. RevenueEnhancement engagements
         increased to $5.7 million for the quarter ended April 30, 2000 from
         $3.0 million for the quarter ended April 30, 1999. Revenues related
         to value priced opportunities tend to fluctuate period-to-period and
         are likely to fluctuate in future periods.

                  SOFTWARE LICENSE FEES: Revenues from software license fees
         increased 35.5% to $4.2 million for the quarter ended April 30, 2000
         from $3.1 million for the quarter ended April 30, 1999.

                  SOFTWARE MAINTENANCE FEES: Revenues from software maintenance
         fees increased 51.9% to $2.3 million for the quarter ended April 30,
         2000 from $1.5 million for the quarter ended April 30, 1999. Increases
         in software maintenance fees have been driven by increased sales levels
         of software licenses during the previous twelve months resulting in
         growth in the number of customers under maintenance contracts.

                  SOFTWARE IMPLEMENTATION FEES: Revenues from software
         implementation fees increased 72.9% to $2.5 million for the quarter
         ended April 30, 2000 from $1.4 million for the quarter ended April 30,
         1999. Increases in software implementation fees have been driven by
         increased sales levels of software licenses, resulting in growth in the
         number of customers requiring implementation services.

                  HARDWARE SALES: There were no revenues from hardware for the
         quarter ended April 30, 2000 compared to revenues of $122,000 for the
         quarter ended April 30, 1999. The Company sells hardware at the request
         of its customers, but does not consider hardware sales to be a
         meaningful part of its business.

     COST OF REVENUES

                  COST OF CONSULTING AND MANAGEMENT SERVICES: Cost of consulting
         and management services increased 62.6% to $8.6 million for the quarter
         ended April 30, 2000 from $5.3 million for the quarter ended April 30,
         1999. Cost of consulting and management services as a percentage of
         consulting and management service fees increased to 65.4% for the three
         months ended April 30, 2000 from 63.3% for the three months ended April
         30, 1999. Cost of consulting and management services as a percentage of
         consulting and management services fees reflects increases due to
         growth in time and material engagements. Cost of consulting and
         management services consists primarily of personnel costs associated
         with time and material contracts and value priced efforts.

                  COST OF SOFTWARE LICENSES: Cost of software licenses increased
         142.9% to $1.1 million for the quarter ended April 30, 2000 from
         $468,000 for the quarter ended April 30, 1999. Cost of software
         licenses as a percentage of software license fees increased to 27.2%
         for the three months ended April 30, 2000 from 15.1% for the three
         months ended April 30, 1999. Costs of software licenses includes
         amortization costs relating to capitalized software, as well as royalty
         costs associated with sales of ePaymentSolutions and eCashSolutions
         software products. Increases in cost of software licenses as a
         percentage of software license fees reflect an increase in royalties
         paid of $223,000 resulting from changes in the mix of products sold
         during the period, as well as increases in amortization of capitalized
         software costs of $468,000 relative to certain software products
         purchased or reaching general release status during the three months
         ended April 30, 2000.


                                       14

--------------------------------------------------------------------------------
<PAGE>

                  COST OF SOFTWARE MAINTENANCE: Cost of software maintenance
         decreased 19.4% to $535,000 for the quarter ended April 30, 2000 from
         $664,000 for the quarter ended April 30, 1999. Cost of software
         maintenance consists primarily of personnel costs associated with
         providing customer support for software products sold. Decreases in
         costs associated with software maintenance reflect staffing reductions
         generated through increased efficiency.

                  COST OF SOFTWARE IMPLEMENTATION: Cost of software
         implementation increased 88.4% to $1.2 million for the quarter ended
         April 30, 2000 from $646,000 for the quarter ended April 30, 1999. Cost
         of software implementation as a percentage of related fees increased to
         48.8% for the quarter ended April 30, 2000 from 44.8% for the quarter
         ended April 30, 1999. Cost of software implementation consists
         primarily of personnel costs associated with implementation, training,
         and providing customer support for software products sold.

                  COST OF HARDWARE: Cost of hardware decreased to $6,000 for the
         quarter ended April 30, 2000 from $101,000 for the quarter ended April
         30, 1999. Decreases for the quarter ended April 30, 2000 is reflective
         of reductions in the amount of hardware sold during the quarter.

     OPERATING COSTS AND EXPENSES

                  SELLING GENERAL AND ADMINISTRATIVE: Selling general and
         administrative expenses increased 57.7% to $7.6 million for the quarter
         ended April 30, 2000 from $4.8 million for the quarter ended April 30,
         1999. 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. The increase in these expenses reflected growth in
         additional management, marketing, and administrative staff over the
         prior periods to support our expanding operations as well as costs
         associated with the acquisition of AIS.

                  RESEARCH AND DEVELOPMENT: Research and development expenses
         decreased 25.3% to $984,000 for the quarter ended April 30, 2000 from
         $1.3 million for the quarter ended April 30, 1999.

                  OTHER INCOME: Other income increased to $372,000 for the
         quarter ended April 30, 2000 from $241,000 for the quarter ended April
         30, 1999. Other income consists primarily of interest income on tax
         exempt short-term investments. The increases in the dollar amount of
         other income were primarily due to interest earned on higher balances
         of cash, cash equivalents and short-term investments on hand during the
         current quarter.

                  PROVISION FOR INCOME TAXES: The provision for income taxes is
         based on the estimated annual effective tax rate, and includes federal
         and state income taxes. Our effective income tax rate was 38.0% for the
         three months ended April 30, 2000 compared to 33.1% for the three
         months ended April 30,1999. Increases in the estimated annual effective
         rate resulted from increases in non tax deductible expenses and
         increases in income subject to state taxation.

     LIQUIDITY AND CAPITAL RESOURCES

                  As of April 30, 2000, we had $56.5 million of working capital,
         including $20.7 million in cash, and cash equivalents, as compared to
         $56.5 million of working capital as of January 31, 2000, including
         $26.0 million of cash and cash equivalents. Operating activities
         consumed $2.3 million of available cash for the three months ended
         April 30, 2000 as compared to $730,000 for the three months ended April
         30, 1999, largely through growth in accounts receivable of $4.2 million
         and through reductions of accounts payable and accrued expenses of $2.0
         million, and offset by an increase in deferred revenue of $1.0 million,
         net income of $1.5 million and non-cash expenses of $1.7 million.

                  Average days' sales outstanding fluctuate for a variety of
         reasons, including the timing of billings specified by contractual
         agreement, and receivables for non-revenue related activities.

                  The following table contains the quarterly days sales
         outstanding (DSO) with a comparative column which adds reimbursed
         expenses to the revenue portion of the computation:

                                       15

--------------------------------------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
                                                                             DSO Including Expense
                           Quarter Ended                   DSO                  Reimbursements*
                    ------------------------------    -----------------    -----------------------------
                    <S>                               <C>                  <C>
                          April 30, 1999                   175                        158
                           July 31, 1999                   169                        155
                         October 31, 1999                  177                        160
                         January 31, 2000                  131                        119
                          April 30, 2000                   142                        128
</TABLE>

                  * Includes reimbursements for travel and out of pocket
         expenses which are not considered revenue, but are included in
         outstanding receivables.

                  Cash used in investing activities during the period ended
         April 30, 2000, of $3.2 million was used to purchase $649,000 of
         property and equipment and $2.5 million invested in capitalized
         software. Increases in capitalized software of $2.3 million were
         generated by software acquired in the acquisition of Automated
         Information Systems, Inc.

                  Cash provided by financing activities for the period ended
         April 30, 2000, was $273,000 and resulted from the exercise of stock
         options.

                  Our future liquidity and capital requirements will depend upon
         numerous factors. We believe our current cash and cash equivalents and
         short-tern investment balances and cash generated from operations will
         be sufficient to meet our operating and capital requirement through at
         least January 2001. However, there can be no assurance that we will not
         require additional financing within this time frame. Our forecast of
         the period of time through which our financial resources will be
         adequate to support our operations is a forward-looking statement that
         involves risk and uncertainties, and actual results could vary. Our
         failure to raise capital when needed could have a material adverse
         effect on our business, financial condition and results of operation.

         RECENTLY ISSUED ACCOUNTING STANDARDS

                  In June 1998, the Financial Accounting Standards Board issued
         SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
         ACTIVITIES" (SFAS 133). SFAS 133, as amended, is effective for us
         beginning February 1, 2001. We do not currently utilize derivative
         financial instruments. Therefore, we do not expect that the adoption of
         SFAS 133 will have a material impact on our results of operation or
         financial position.

                  The Accounting Standards Executive Committee of the American
         Institute of Certified Public Accountants has issued Statement of
         Position ("SOP") No. 98-9, "MODIFICATION OF SOP 97-2, SOFTWARE REVENUE
         RECOGNITION, WITH RESPECT TO CERTAIN TRANSACTIONS" ("SOP 98-9"), which
         amends certain provisions of Statement of Position No. 97-2 "SOFTWARE
         REVENUE RECOGNITION" ("SOP 97-2"). SOP 98-9 requires the use of the
         residual method when vendor specific objective evidence of fair value
         does not exist for one or more delivered elements in an arrangement,
         but there is vendor specific objective evidence of the fair values of
         all undelivered elements in a multiple element arrangement. SOP 98-9
         was effective for us on February 1, 2000 and did not materially impact
         our operating results for the quarter ended April 30, 2000.

                  In December 1999, the Securities Exchange Commission issued
         Staff Accounting Bulletin No. 101 ("SAB 101") which summarizes certain
         of the staff's views in applying generally accepted accounting
         principles to revenue recognition in financial statements. The
         effective date of SAB 101 for us is the quarter ended July 31, 2000. We
         continue to evaluate the impact that SAB 101 will have on the timing of
         revenue recognition in future periods. Based on our initial evaluation,
         we believe SAB 101 will not have a material impact on our future
         results of operations.

                                       16

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<PAGE>

     ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  INTEREST RATES. We invest our cash in a variety of financial
         instruments, primarily tax advantaged variable rate and fixed rate
         obligations of state and local municipalities, and educational entities
         and agencies. These investments are denominated in U.S. dollars.

                  We account for our investment instruments in accordance with
         Statement of Financial Accounting Standards No. 115, "Accounting for
         Certain Investments in Debt and Equity Securities" ("SFAS 115"). All of
         the cash equivalents and short-term investments are treated as
         available-for-sale under SFAS 115.

                  Investments in both fixed rate and floating rate interest
         earning instruments carry a degree of interest rate risk. Fixed rate
         securities may have their fair market value adversely impacted due to a
         rise in interest rates, while floating rate securities may produce less
         income than expected if interest rates fall. Due in part to these
         factors, our future investment income may fall short of expectations
         due to changes in interest rates or we may suffer losses in principal
         if forced to sell securities which have seen a decline in market value
         due to changes in interest rates. Our investment securities are held
         for purposes other than trading. The weighted-average interest rate on
         investment securities at April 30, 2000 was 4.7%. Amortized costs of
         short-term investments held at April 30, 2000 was $13.6 million, which
         approximates fair value.

PART II   OTHER INFORMATION

     ITEM 1.    LEGAL PROCEEDINGS

         None

     ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

         None

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

         None

     ITEM 5.  OTHER INFORMATION

         On February 10, 2000 we acquired all of the outstanding stock of
         Automated Integrated Solutions, Inc. an Ontario Company ("AIS") for
         $2.3 million in cash and additional cash payments to AIS shareholders
         of up to $2.0 million based on achievement of specified revenue targets
         over three years. AIS owns software products used by financial
         institutions to monitor and respond to faults generated by automated
         teller machines. The principal financial result of the acquisition
         was an increase in capitalized software and a decrease in cash and cash
         equivalents of $2.3 million.

     ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

             (a)  Exhibits

<TABLE>
<CAPTION>
                  Number            Exhibit Description
                  -----             -------------------
                  <S>               <C>
                  10.1              Loan Agreement for Wyn Lewis
                  27.1              Financial Data Schedule
</TABLE>

             (b)  Reports on Form 8-K

                  NONE


                                       17

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<PAGE>

                                   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:  June 12, 2000
  --------------------------------------               -------------------------
   John D. Carreker, Jr.
   Chairman of the Board and
   Chief Executive Officer




By:        /s/ Terry L. Gage                      Date:  June 12, 2000
  ----------------------------------------             -------------------------
   Terry L. Gage
   Executive Vice President and
   Chief Financial Officer






                                       18

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