UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended October 31, 1997

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

  For the Transition Period from ____________________ to ____________________

                        Commission File Number: 0-21793

                                VERSATILITY INC.
             (Exact name of registrant as specified in its charter)

              DELAWARE                                         52-1214354
     (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                         Identification No.)

                       11781 Lee Jackson Memorial Highway
                                 Seventh Floor
                            Fairfax, Virginia 22033
                                 (703) 591-2900

         (Address and telephone number of principal executive offices)

Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             YES    [X]        NO [ ]

As of December 2, 1997 there were 7,542,902 shares of common stock outstanding,
par value $.01 per share.



<PAGE>



                                VERSATILITY INC.

                                   Form 10-Q

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                         Page No.
                                                                                                                         --------
<S> <C>
PART I:  FINANCIAL INFORMATION

         Item 1: Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets as of April 30, 1997 and October 31, 1997                           3

                  Condensed Consolidated Statements of Operations for the Three Months Ended October 31, 1996
                  and 1997 and the Six Months Ended October 31, 1996 and 1997                                               5

                  Condensed Consolidated Statements of Cash Flows for the Six Months Ended October 31, 1996 and
                  1997                                                                                                      6

                  Condensed Consolidated Statements of Changes in Stockholders' Equity for the Six Months Ended
                  October 31, 1997                                                                                          7

                  Notes to Condensed Consolidated Financial Statements                                                      8

         Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations                      10

PART II:  OTHER INFORMATION

         Item 1: Legal Proceedings                                                                                          19

         Item 2: Changes in Securities                                                                                      19

         Item 3: Defaults upon Senior Securities                                                                            19

         Item 4: Submission of Matters to a Vote of Security Holders                                                        19

         Item 5: Other Information                                                                                          19

         Item 6: Exhibits and Reports on Form 8-K                                                                           19

         Signatures                                                                                                         21
</TABLE>


<PAGE>


 Part I: Financial Information
Item 1:  Financial Statements


                       VERSATILITY INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                          April 30,       October 31,
                                                                             1997            1997
                                                                             ----            ----
<S> <C>
                                     ASSETS

            Current assets:
                 Cash and cash equivalents..........................     $18,825,764      $10,997,266
                 Short-term investments.............................       6,039,255        5,239,625
                 Accounts receivable, net of allowance for doubtful
                   accounts of $356,195 and $341,951................      15,971,315       15,834,957
                 Prepaid expenses...................................       1,181,865        2,190,361
                 Inventory..........................................          18,880          105,683
                 Notes receivable-trade.............................              --        2,307,212
                 Note receivable-related party......................         519,305               --
                 Related party receivables..........................         153,381          185,928
                 Income taxes receivable............................              --        1,378,223
                 Deferred income taxes..............................         230,729          230,729
                                                                         -----------      -----------
                      Total current assets..........................      42,940,494       38,469,984
                                                                         -----------      -----------
            Other assets:
                 Deposits...........................................         187,650          275,808
                 Investments........................................       1,433,464        1,426,499
                 Deferred income taxes..............................         248,932          261,200
                 Assets held for sale...............................         648,314          827,041
                 Purchased software, net of accumulated amortization
                   of $62,098 and $104,021..........................         357,136          319,849
                                                                         -----------      -----------
                      Total other assets............................       2,875,496        3,110,397
                                                                         -----------      -----------
            Property and equipment
                 Computers..........................................       1,168,246        1,371,783
                 Office furniture and equipment.....................         665,597          764,823
                 Leasehold improvements.............................         206,402          222,556
                 Capital leases.....................................         652,533          652,533
                                                                         -----------      -----------
                                                                           2,692,778        3,011,695
                 Less: Accumulated depreciation and amortization ...      (1,675,749)      (1,860,440)
                                                                         -----------      -----------
                      Net property and equipment....................       1,017,029        1,151,255
                                                                         -----------      -----------
            Total assets............................................     $46,833,019      $42,731,636
                                                                         ===========      ===========
</TABLE>


<PAGE>


                       VERSATILITY INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                          April 30,       October 31,
                                                                             1997            1997
                                                                             ----            ----
<S> <C>
                      LIABILITIES AND STOCKHOLDERS' EQUITY

            Current liabilities:
                 Accounts payable.....................................  $  2,107,630      $ 1,218,048
                 Accrued liabilities..................................     2,016,656        2,336,735
                 Related party payables...............................        28,030            9,307
                 Income taxes payable.................................       662,042               --
                 Capital lease payable................................       181,069          171,383
                 Line of credit.......................................     2,288,319        2,519,892
                 Deferred revenue.....................................       978,008          223,893
                                                                        ------------      -----------
                      Total current liabilities.......................     8,261,754        6,479,258
                                                                        ------------      -----------
            Other liabilities:
                 Capital lease payable, less current maturities.......       287,120          178,076
                 Deferred rent........................................       316,360          350,432
                                                                        ------------      -----------
                      Total other liabilities.........................       603,480          528,508
                                                                        ------------      -----------

            Commitments and Contingencies

            Stockholders' equity:
                 Preferred stock, $.01 par value, 2,000,000 shares
                    authorized, no shares issued or outstanding.......            --               --
                 Common stock, par value $.01 -- 20,000,000 shares
                    authorized, 7,297,365 shares issued and outstanding
                    at April 30, 1997; 7,534,554 shares issued and            72,974           75,346
                    outstanding at October 31, 1997...................
                 Additional paid-in capital...........................    34,349,298       34,710,200
                 Foreign currency translation adjustments.............       (83,880)        (106,128)
                 Retained earnings....................................     3,629,393        1,044,452
                                                                        ------------      -----------
                      Total stockholders' equity......................    37,967,785       35,723,870
                                                                        ------------      -----------
            Total liabilities and stockholders' equity................  $ 46,833,019      $42,731,636
                                                                        ============      ===========
</TABLE>



<PAGE>


                       VERSATILITY INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                    Three Months Ended                Six Months Ended
                                                                        October 31,                      October 31,
                                                                    1996            1997             1996            1997
                                                                    ----            ----             ----            ----
<S> <C>
     Revenue:
         License revenue...................................      $3,760,246     $ 4,290,389      $ 7,548,410     $ 9,416,634
         Service and maintenance revenue...................       2,291,226       3,307,275        3,923,094       7,192,193
                                                                 ----------     -----------      -----------     -----------
              Total revenue................................       6,051,472       7,597,664       11,471,504      16,608,827
                                                                 ----------     -----------      -----------     -----------
     Cost of revenue:
         License revenue...................................         204,252         431,208          409,476         603,059
         Service and maintenance revenue...................       1,239,331       3,058,068        2,471,013       5,668,133
                                                                 ----------     -----------      -----------     -----------
              Total cost of revenue........................       1,443,583       3,489,276        2,880,489       6,271,192
                                                                 ----------     -----------      -----------     -----------
     Gross margin..........................................       4,607,889       4,108,388        8,591,015      10,337,635
                                                                 ----------     -----------      -----------     -----------
     Operating expenses:
         Selling, general and administrative...............       3,555,459       5,226,561        6,592,245       9,944,234
         Research and development..........................         661,399       1,501,002        1,279,965       2,482,278
         Litigation settlement and related costs...........              --              --               --         600,000
         Restructuring charge..............................              --       1,431,255               --       1,431,255
         Depreciation and amortization.....................          57,267         114,056          107,083         222,616
                                                                 ----------     -----------      -----------     -----------
              Total operating expenses.....................       4,274,125       8,272,874        7,979,293      14,680,383
                                                                 ----------     -----------      -----------     -----------
     Income (loss) from operations.........................         333,764      (4,164,486)         611,722      (4,342,748)
     Interest income (expense), net........................          (6,939)        177,543          (12,551)        426,246
                                                                 ----------     -----------      -----------     -----------
     Income (loss) before provision (benefit) for  income
       taxes...............................................         326,825      (3,986,943)         599,171      (3,916,502)
     Provision (benefit) for income taxes..................         111,000      (1,355,561)         181,000      (1,331,561)
                                                                 ----------     -----------      -----------     -----------
     Net income (loss).....................................         215,825      (2,631,382)         418,171      (2,584,941)
                                                                 ==========     ===========      ===========     ===========
     Net income (loss) per share...........................      $     0.04     $     (0.36)     $      0.07     $     (0.35)
                                                                 ==========     ===========      ===========     ===========
     Weighted average common and common
       equivalent shares outstanding.......................       5,603,205       7,412,089        5,603,205       7,365,984
                                                                 ==========     ===========      ===========     ===========
</TABLE>


<PAGE>


                       VERSATILITY INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                             Six Months Ended
                                                                                October 31,
                                                                           1996            1997
                                                                           ----            ----
<S> <C>
            Cash flows from operating activities:
                Net income (loss)..................................   $    418,171      $(2,584,941)
                Adjustments to reconcile net income (loss) to net
                  cash provided by operating activities:
                    Depreciation...................................         95,583          179,366
                    Amortization...................................         11,500           43,250
                    Loss on equity investment......................              6               --
                    Deferred income taxes..........................             --          (12,268)
                    Changes in assets and liabilities:
                        Accounts receivable........................     (2,453,322)         136,358
                        Prepaid expenses...........................       (458,603)      (1,008,496)
                        Inventory..................................        (15,997)         (86,803)
                        Related party receivables..................         (9,165)         (32,547)
                        Deposits...................................           (512)         (88,158)
                        Accounts payable...........................        338,360         (889,582)
                        Accrued liabilities........................        845,548          320,079
                        Related party payables.....................         74,636          (18,723)
                        Income taxes payable/receivable............       (118,625)      (2,040,265)
                        Deferred rent..............................         61,113           34,072
                        Deferred revenue...........................        513,680         (754,115)
                                                                      ------------      -----------
                         Net cash used in operating activities.....       (697,627)      (6,802,773)
                                                                      ------------      -----------
            Cash flows from investing activities:
                Purchase of investments............................             --          806,595
                Purchase of property and equipment and assets
                  held for sale....................................       (239,777)        (498,282)
                Notes receivable...................................             --       (2,307,212)
                Related party note receivable......................       (516,174)         519,305
                                                                      ------------      -----------
                         Net cash used in investing activities.....       (755,951)      (1,479,594)
                                                                      ------------      -----------
            Cash flows from financing activities:
                Borrowings under line of credit....................      2,490,214          231,573
                Payments under line of credit......................     (1,318,250)              --
                Proceeds from sale of common stock, net............             --          363,274
                Principal payments under capital leases............        (19,264)        (118,730)
                                                                      ------------      -----------
                         Net cash provided by financing activities.      1,152,700          476,117
                                                                      ------------      -----------
            Effect of exchange rate changes on cash................          3,631          (22,248)
                                                                      ------------      -----------
            Net decrease in cash and cash equivalents..............       (297,247)      (7,828,498)
            Cash and cash equivalents, beginning of period.........      2,280,273       18,825,764
                                                                      ------------      -----------
            Cash and cash equivalents, end of period...............     $1,983,026      $10,997,266
                                                                      ============      ===========
            Supplemental disclosures of cash flow information:
                Interest paid......................................   $     66,195      $   136,257
                                                                      ============      ===========
                Income taxes paid..................................   $    303,635      $   669,000
                                                                      ============      ===========
</TABLE>



<PAGE>


                       VERSATILITY INC. AND SUBSIDIARIES

      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (Unaudited)

<TABLE>
<CAPTION>
                                               Number of                                 Foreign
                                               Shares of                Additional      Currency
                                                Common       Common       Paid-in      Translation     Retained
                                                Stock        Stock       Capital       Adjustments     Earnings       Total
                                              ----------   ---------   -----------     -----------     --------    -----------
<S> <C>
Balance, April 30, 1997.....................   7,297,365    $72,974    $34,349,298     $ (83,880)     $3,629,393    $37,967,785
    Issuance of common stock related to
      exercise of stock options..............    237,189      2,372        360,902                                      363,274
    Foreign currency translation adjustments.                                            (22,248)                       (22,248)
    Net loss.................................                                                         (2,584,941)    (2,584,941)
                                               ---------    -------    -----------     ---------      ----------    -----------
Balance, October 31, 1997...................   7,534,554    $75,346    $34,710,200     $(106,128)     $1,044,452    $35,723,870
                                               =========    =======    ===========     =========      ==========    ===========
</TABLE>



<PAGE>



                       VERSATILITY INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.    BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared on the same basis as the audited consolidated financial statements and,
in the opinion of management, include all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial information set
forth therein, in accordance with generally accepted accounting principles. The
results of operations for the interim periods are not necessarily indicative of
the results to be expected for any future period. Certain information and
footnote disclosures normally contained in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto,
together with management's discussion and analysis of financial condition and
results of operations, contained in Versatility Inc.'s Annual Report on Form
10-K for the fiscal year ended April 30, 1997.

2.   LITIGATION SETTLEMENT AND RELATED COSTS

One of the Company's former VARs filed a claim for arbitration against the
Company in connection with the termination of the VAR's reseller agreement with
the Company, claiming not less than $1.0 million in damages. In August 1997, the
Company settled the litigation with the former VAR for $250,000. The Company has
recorded a one-time charge in the quarter ending July 31, 1997 related to this
litigation for $600,000, which includes the settlement charge and other costs
and expenses associated with defending the litigation.

3.   RESTRUCTURING CHARGE

In October 1997, the Company undertook a program to restructure certain of its
operations and personnel, and to exit a certain business. The Company informed
its value added resellers (known as VIP's) that it would no longer provide
support for the Versatility CallCenter CD-ROM-based application. This support
included assistance with the implementation of the product and any product
upgrades. As a result of the discontinuance of support, the Company informed its
VIP's that it would make certain concessions to its VIP's, including the
forgiveness of outstanding accounts receivable and unbilled receivables for
work-in-process. The forgiveness of outstanding accounts receivable and unbilled
receivables for work-in-process is included in the restructuring charge. In
addition, the restructuring charge includes severance costs related to the
stream-lining of senior management subsequent to the discontinuance of the
product and the cost of marketing collateral specific for the CallCenter product
and other miscellaneous charges. The following is a breakdown of the charges
included in the restructuring charge:


<TABLE>
<S> <C>
      Forgiveness of accounts receivable and unbilled work-in-process            $1,180,441
      Severance                                                                     152,500
      Write-off of marketing collateral and other charges                            98,314
                                                                                 ----------
                                                                                 $1,431,255
                                                                                 ==========
</TABLE>


As of October 31, 1997, the outstanding liability for the restructuring charge
was $231,251. The Company expects that all of the outstanding amounts due will
be paid within the next six months. For the three months ended October 31, 1996
and 1997, revenue from the CallCenter product was $268,000 and $9,000,
respectively. For the first six months of fiscal 1997 and 1998, revenue from the
CallCenter product was $513,000 and $9,000, respectively. The net operating
income (loss) for the above mentioned periods would decrease by approximately
the same amount as the decrease in revenue, since almost all employees involved
with the CallCenter product were reassigned within the Company.

4.   LINE OF CREDIT

On October 29, 1997, the Company obtained a new $5.0 million operating line of
credit from a bank for financing accounts receivable and working capital and a
new $2.0 million equipment line of credit from the same bank to finance
acquisition of


<PAGE>


property and equipment. These lines of credit expire on November 5, 1998 and are
secured by all of the Company's assets. The lines of credit have various
covenants, including limitations on disposition of assets. The Company also must
maintain certain financial ratios and is prohibited from paying cash dividends.
As of October 31, 1997, the Company is in non-compliance with one of its
financial covenants. The bank has granted a temporary waiver subject to review
of the Company's October 31, 1997 Form 10-Q. The Company expects a permanent
waiver through March 15, 1998 once this review is completed. If the waiver is
not granted, the Company has sufficient funds to pay the outstanding balance.



<PAGE>



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

    This document contains forward-looking statements and information that are
based on management's beliefs as well as assumptions made by management. Such
statements are subject to various risks and uncertainties which could cause
actual results to vary materially from those contained in such forward looking
statements. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, expected or projected. Certain of
these risks and uncertainties as well as other risks and uncertainties are
described in Factors Which May Effect Future Operating Results herein and in the
Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission, and declared effective on December 12, 1996 and the
Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1997.

Overview

    Versatility is a leading provider of client/server customer interaction
software that enables businesses to automate their telemarketing and teleselling
capabilities. Founded in 1981 as an information management consulting firm,
Versatility introduced its first commercial product in 1985, a telemarketing
application product based on the Digital Equipment Corporation ("DEC") VAX/VMS
System. The Company operated as a DEC value-added reseller, supplying turnkey
call center solutions to large and mid-sized companies in a variety of
industries, until the end of fiscal 1994. In November 1993, the Company began
developing applications based on the client/server architecture, which
culminated with the release of the Versatility Series in May 1995. Beginning in
fiscal 1996, substantially all of the Company's revenue is derived from sales or
services related to the Versatility Series. In August 1996, the Company released
Versatility CallCenter, a CD-ROM-based call center software application that
supports call centers of 50 agents or less. In October 1997, Versatility
CallCenter was discontinued (see discussion of restructuring expense below).

    The Company's revenue is derived principally from two sources: (i) product
license fees for the use of the Company's software products and (ii) service
fees for implementation, maintenance, consulting and training related to the
Company's software products. Historically, the Company's service and maintenance
revenue has increased with license revenue. However, to the extent the Company
is successful in implementing its strategy of distributing a greater proportion
of its products through third party systems integrators and VARs, who will
perform such services, the Company expects that, in future periods, service and
maintenance revenue will decrease as a percentage of total revenue.

    The Company's contracts with its customers often involve significant
customization and installation obligations. In these situations, license revenue
is recognized based on the percentage of completion method, which is based on
achievement of certain milestones. When the Company is under no obligation to
install or customize the software, license revenue is recognized upon shipment.
Service revenue for implementation, consulting and training is recognized as the
service is performed. Revenue from maintenance services is recognized ratably
over the term of the service agreement.

    The Company's strategy is to increase its use of third party systems
integrators and VARs to distribute its products. Because the Company generally
has no obligation to provide installation, maintenance, training or other
services under such arrangements, the Company generally recognizes software
license revenue from third party systems integrators and VARs upon shipment of
an order. The Company does not expect to receive substantial amounts of service
or maintenance revenue under such arrangements.

    For the first six months of fiscal 1997, British Telecommunications Plc
("BT") and Avantel, S.A. accounted for 24.9% and 18.7%, respectively, of the
Company's total revenue. For the first six months of fiscal 1998, BT and CSI
Data, Inc. accounted for 20.5% and 11.5%, respectively, of the Company's total
revenue. Although the particular customers may change from period to period, the
Company expects that large sales to a limited number of customers will continue
to account for a significant percentage of its total revenue in any particular
period. Given the customer concentration and the duration of the sales and
implementation cycle, the loss of a major customer or any reduction or delay in
sales to or implementation by these or other customers could have a material
adverse effect on the Company's operating results in any particular period.

    Revenue from customers outside the United States accounted for 53.6% and
28.0% of the Company's total revenue for the first six months of fiscal 1997 and
1998, respectively. While the Company's expenses incurred in foreign countries
are typically denominated in the local currencies, revenue generated by the
Company's international sales typically is paid in U.S. dollars or British
pounds. Although exposure to currency fluctuations to date has been
insignificant, there can be no assurance that


<PAGE>


fluctuations in currency exchange rates in the future will not have a material
adverse impact on the Company's international operations. The Company currently
does not engage in hedging activities.

Results of Operations

    The following table sets forth certain financial data for the periods
indicated as a percentage of total revenue:

<TABLE>
<CAPTION>
                                                                        Percentage of Total Revenue
                                                                  Three Months Ended      Six Months Ended
                                                                      October 31,              October 31,
                                                                   1996       1997        1996        1997
                                                                   ----       ----        ----        ----
<S> <C>
                Revenue:
                     License revenue.........................      62.1%      56.5%        65.8%       56.7%
                     Service and maintenance revenue.........      37.9       43.5         34.2        43.3
                                                                  -----      -----        -----       -----
                          Total revenue......................     100.0      100.0        100.0       100.0
                                                                  -----      -----        -----       -----
                Cost of revenue:
                     License revenue.........................       3.4        5.7          3.6         3.6
                     Service and maintenance revenue.........      20.5       40.2         21.5        34.2
                                                                  -----      -----        -----       -----
                          Total cost of revenue..............      23.9       45.9         25.1        37.8
                                                                  -----      -----        -----       -----
                Gross margin.................................      76.1       54.1         74.9        62.2
                                                                  -----      -----        -----       -----
                Operating expenses:
                     Selling, general and administrative.....      58.7       68.9         57.5        59.9
                     Research and development................      10.9       19.7         11.2        15.0
                     Litigation settlement and related costs.        --                      --         3.6
                     Restructuring charge....................        --       18.8           --         8.6
                     Depreciation and amortization...........       1.0        1.5          0.9         1.3
                                                                  -----      -----        -----       -----
                          Total operating expenses...........      70.6      108.9         69.6        88.4
                                                                  -----      -----        -----       -----
                Income (loss) from operations................       5.5      (54.8)         5.3       (26.2)
                Interest income (expense), net...............      (0.1)       2.3         (0.1)        2.6
                                                                  -----      -----        -----       -----
                Income (loss) before provision (benefit) for
                  income taxes...............................       5.4      (52.5)         5.2       (23.6)
                Provision (benefit) for income taxes.........       1.8      (17.8)         1.6        (8.0)
                                                                  -----      -----        -----       -----
                Net income (loss)............................       3.6%     (34.7)         3.6%      (15.6)%
                                                                  =====      =====        =====       =====
</TABLE>


    The following table sets forth, for each component of revenue, the cost of
such revenue expressed as a percentage of such revenue for the periods
indicated:

<TABLE>
<CAPTION>
                                                                   Three Months Ended       Six Months Ended
                                                                      October 31,              October 31,
                                                                   1996        1997        1996        1997
                                                                   ----        ----        ----        ----
<S> <C>
                Cost of license revenue.....................        5.4%       10.1%        5.4%        6.4%
                Cost of service and maintenance revenue.....       54.1%       92.5%       63.0%       78.8%
</TABLE>


    Revenue. Total revenue increased 25.6% from $6.1 million in the three months
ended October 31, 1996 to $7.6 million in the three months ended October 31,
1997, and 44.8% from $11.5 million in the first six months of fiscal 1997 to
$16.6 million in the first six months of fiscal 1998. The increase in total
revenue was influenced by the continuing development of Versatility's indirect
channels. For the first six months of fiscal 1997, the domestic and
international indirect sales groups together generated 21.3% of total revenue.
These groups generated 30.2% of total revenue for the first six months of fiscal
1998. Revenue from license fees increased 14.1% from $3.8 million in the three
months ended October 31, 1996, or 62.1% of total revenue, to $4.3 million in the
three months ended October 31, 1997, or 56.5% of total revenue. Revenue from
license fees increased 24.7% from $7.5 million in the six months ended October
31, 1996, or 65.8% of total revenue, to $9.4 million in the six months ended
October 31, 1997, or 56.7% of total revenue. The increase was due to the
increase in the number of customers for the Company's telesales and teleservices
solutions. Service revenue increased 44.3% from $2.3 million in the three months
ended October 31, 1996 to $3.3 million in the three months ended October 31,
1997, and 83.3% from $3.9 million in the first six months of fiscal 1997 to $7.2
million in the first six months of fiscal 1998. This increase was due to greater
demand for the Company's implementation and project management services. The mix
of revenue changed from approximately 66% licenses revenue to 34% service
revenue in the prior year to approximately 57% licenses revenue to 43% services
revenue in the current year, due to the increase in service


<PAGE>


revenue for the first six months of fiscal 1998. In addition, the shift in
revenue mix may be attributed to (i) the impact of personnel changes that the
Company made to its domestic sales and professional services organizations for
fiscal 1998, and (ii) the Company's decision to allocate more of its resources
towards performing services for existing customers.

    Cost of Revenue. Cost of license revenue is comprised of the costs of media,
packaging, documentation and incidental hardware costs. Cost of service and
maintenance revenue consists of salaries, wages, benefits and other direct costs
related to installing, customizing and supporting customer implementations.
These costs also include telephone support and training.

    Total cost of revenue increased from $1.4 million in the three months ended
October 31, 1996, or 23.9% of total revenue, to $3.5 million in the three months
ended October 31, 1997, or 45.9% of total revenue, and from $2.9 million for the
first six months of fiscal 1997, or 25.1% of total revenue, to $6.3 million for
the first six months of fiscal 1998, or 37.8% of total revenue. Cost of license
revenue increased from $204,000 in the three months ended October 31, 1996, or
5.4% of license revenue to $431,000 in the three months ended October 31, 1997,
or 10.1% of license revenue, and from $409,000 in the first six months of fiscal
1997, or 5.4% of license revenue, to $603,000 in the first six months of fiscal
1998, or 6.4% of license revenue. Cost of service and maintenance revenue
increased from $1.2 million in the three months ended October 31, 1996, or 54.1%
of service and maintenance revenue, to $3.1 million in the three months ended
October 31, 1997, or 92.5% of service and maintenance revenue. Cost of service
and maintenance revenue increased from $2.5 million in the first six months of
fiscal 1997, or 63.0% of service and maintenance revenue, to $5.7 million in the
first six months of fiscal 1998, or 78.8% of service and maintenance revenue.
The increase was the result of additions to the Company's consulting,
customization and implementation staff to support the growing number of the
Company's customers. Total cost of revenue was adversely affected in the current
year compared to the same period in the prior year due to the change in revenue
mix between licenses and services and the use of consultants, which
significantly reduced the profit margin on service and maintenance revenue.

    Selling, General and Administrative. Selling expenses consist of personnel
costs, including compensation and benefits and costs of travel, advertising,
public relations, seminars and trade shows. General and administrative expenses
represent the costs of executive, finance and support personnel and unallocated
corporate expenses such as rent, utilities, legal and auditing. Selling, general
and administrative expenses increased from $3.6 million for the three months
ended October 31, 1996, or 58.7% of total revenue, to $5.2 million for the three
months ended October 31, 1997, or 68.9% of total revenue, and from $6.6 million
for the first six months of fiscal 1997, or 57.5% of total revenue, to $9.9
million for the first six months of fiscal 1998, or 59.9% of total revenue. This
increase was attributable to additions to the Company's headcount, primarily
sales and marketing staff. At October 31, 1996, sales, marketing and
administrative had 90 employees versus 148 employees at October 31, 1997.

    Research and Development. Research and development expenses consist of
personnel costs and direct overhead costs incurred in developing software
features and functionality. Research and development expenses increased from
$661,000 for the three months ended October 31, 1996, or 10.9% of total revenue,
to $1.5 million for the three months ended October 31, 1997, or 19.7% of total
revenue, and from $1.3 million for the first six months of fiscal 1997, or 11.2%
of total revenue, to $2.5 million for the first six months of fiscal 1998, or
15.0% of total revenue. The increase was due to the hiring of additional
software engineers to support increased development activities. At October 31,
1996, research and development had 30 employees versus 60 employees at October
31, 1997. In addition, in the second quarter, the Company used outside
consultants to assist with quality assurance testing.

    Litigation Settlement and Related Costs. One of the Company's former VARs
filed a claim for arbitration against the Company in connection with the
termination of the VAR's reseller agreement with the Company, claiming not less
than $1.0 million in damages. In August 1997, the Company settled the litigation
with the former VAR for $250,000. The Company has recorded a one-time charge in
the quarter ending October 31, 1997, related to this litigation for $600,000,
which includes the settlement charge and other costs and expenses associated
with defending the litigation.

    Restructuring Charge. In October 1997, the Company undertook a program to
restructure certain of its operations and personnel, and to exit a certain
business. The Company informed its value added resellers (known as VIP's) that
it would no longer provide support for the Versatility CallCenter CD-ROM-based
application. This support included assistance with the implementation of the
product and any product upgrades. As a result of the discontinuance of support,
the Company informed its VIP's that it would make certain concessions to its
VIP's, including the forgiveness of outstanding accounts receivable and unbilled
receivables for work-in-process. The forgiveness of outstanding accounts
receivable and unbilled receivables for work-in-process is included in the
restructuring charge. In addition, the restructuring charge includes severance
costs related to the stream-lining of senior management subsequent to the
discontinuance of the product and the cost of marketing collateral specific for
the CallCenter product and other miscellaneous charges. The total restructuring
charge was $1,431,255.


<PAGE>


    Depreciation and Amortization. Depreciation and amortization expenses were
$57,000 in the three months ended October 31, 1996, and $114,000 in the three
months ended October 31, 1997, and $107,000 for the first six months of fiscal
1997 and $223,000 for the first six months of fiscal 1998.

    Interest Income (Expense), Net. Interest income (expense), net consists of
interest earned on cash and cash equivalents, offset by interest expense on debt
and equipment financing. Net interest income (expense) was $(7,000) and $178,000
for the three months ended October 31, 1996 and 1997, respectively, and
$(13,000) and $426,000 for the first six months of fiscal 1997 and fiscal 1998,
respectively. The difference results from interest income attributable to the
cash raised through the initial public offering in the third quarter of fiscal
1997, partially offset by interest expense related to borrowings on the line of
credit.

    Provision (Benefit) for Income Taxes. The Company accounts for income taxes
under Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes"("SFAS 109"). The provision (benefit) for income taxes is computed based
on pretax income, with deferred income taxes recorded for the differences
between pretax accounting and pretax taxable income (loss). The Company's
provision (benefit) for income taxes was $111,000 and $(1.4 million) for the
three months ended October 31, 1996 and 1997, respectively, with an effective
tax rate of approximately 34.0%. The Company's provision (benefit) for income
taxes was $181,000 and $(1.3 million) in the first six months of fiscal 1997 and
fiscal 1998, respectively, with an effective tax rate of approximately 30.2% and
34%, respectively. The favorable effective tax rate for fiscal 1997 reflected a
significant portion of sales through the Company's Foreign Sales Corporation and
other tax benefits.

    Net Income (Loss). Net income (loss) decreased from $216,000 to $(2.6
million) for the three months ended October 31, 1996 and 1997, respectively. Net
loss for the three months ended October 31, 1997, would have been $(1.7 million)
if the one-time restructuring charge was excluded. Net income (loss) decreased
from $418,000 to $(2.6 million) for the first six months of fiscal 1997 and
fiscal 1998, respectively. Net loss for the first six months of fiscal 1998
would have been $(1.2 million) if the one-time restructuring charge and
litigation settlement and related costs were excluded.

Liquidity and Capital Resources

    The Company has funded its operations to date primarily through cash
generated from operations, through the private sale of preferred stock in
January 1996 totaling $3.5 million, from funds obtained from revolving credit
facilities with commercial banks and the Company's initial public offering in
December 1996 that raised $30.6 million in net proceeds. The Company's existing
$5.0 million line of credit had an outstanding balance of $2.5 million at
October 31, 1997. Advances under the working capital line bear interest at a
variable annual rate equal to the prime rate of the bank plus 0.5%. The line of
credit expires on November 5, 1998. As of October 31, 1997, the Company is in
non-compliance with one of its financial covenants. The bank has granted a
temporary waiver subject to review of the Company's October 31, 1997 Form 10-Q.
The Company expects a permanent waiver through March 15, 1998, once this review
is completed. If the waiver is not granted, the Company has sufficient funds to
pay the outstanding balance.

    At October 31, 1997, the Company had $16.2 million in cash, cash equivalents
and short-term investments and $15.8 million in accounts receivable. For the six
months ended October 31, 1997, net cash used in operations totaled $6.8 million.
In addition, the Company used $1.5 million for investing activities, which
included $498,000 for capital expenditures and $2.3 million for notes
receivables related to several customers. These uses of cash were partially
offset by borrowings of $232,000 under the Company's working capital line of
credit and $519,000 related to employees exercising stock options, resulting in
a net cash decrease of $7.8 million.

    The Company anticipates that its existing cash balances and funds
anticipated to be generated from operations will be adequate to satisfy its
working capital requirements for its current and planned operations for at least
the next twelve months. The Company's future operating and capital requirements
will depend on numerous factors, including the progress of the Company's
internal research and development programs, the level of resources the Company
devotes to the development of marketing and sales capabilities, technological
advances, the status of competing products, and the successful development and
timely introduction of its own products. In the longer term, the Company may
require additional equity or debt financing. No assurance can be given that
these funds will be available to the Company on acceptable terms, if at all.


<PAGE>



Factors Which May Effect Future Operating Results

    The Company does not provide forecasts of future, financial performance.
While the Company's management is optimistic about its long-term prospects, the
following issues and uncertainties, among others, should be considered in
evaluating its growth outlook.

    Dependence on New Products; Risk Associated with Servicing the Customer
Interaction Software Market. The Company currently derives substantially all of
its revenue from sales of its Versatility Series software and related services.
The Versatility Series was introduced in May 1995, and the Company expects that
this product and related services will continue to account for a substantial
portion of the Company's revenue for the foreseeable future. However, the
Company has little operating history with the Versatility Series and Versatility
CallCenter products. The Company's financial results for periods prior to fiscal
1996 reflect sales of the Company's previous generation of products, which the
Company no longer actively markets. The lifecycle of the Company's current
products is difficult to estimate as a result of many factors, including the
unknown future demand for customer interaction software and the effects of
competition in this market. Moreover, although the Company intends to enhance
these products and develop related products, the Company's strategy is to
continue to focus on providing customer interaction software applications as its
sole line of business. As a result, any factor adversely affecting the market
for customer interaction software applications in general, or the Versatility
Series product in particular, could adversely affect the Company's business,
financial condition and results of operations. The market for customer
interaction software products is intensely competitive, highly fragmented and
subject to rapid change. The Company's future success will depend on continued
growth in the market for customer interaction applications. There can be no
assurance that the market for customer interaction applications will continue to
grow. If this market fails to grow or grows more slowly than the Company
currently anticipates, the Company's business, financial condition and results
of operations would be materially adversely affected.

    Dependence on Large License Fees and Customer Concentration. A relatively
small number of customers have accounted for a significant percentage of the
Company's revenue in any given period. In fiscal 1997, the Company's eight
largest customers accounted for 59.3% of the Company's total revenue, of which,
BT accounted for 23.6%. For the first six months of fiscal 1998, BT and CSI
Data, Inc. accounted for 20.5% and 11.5%, respectively, of the Company's total
revenue. Although the particular customers may change from period to period, the
Company expects that large sales to a limited number of customers will continue
to account for a significant percentage of its revenue in any particular period
for the foreseeable future. Therefore, the loss, deferral or cancellation of an
order could have a significant impact on the Company's operating results in a
particular quarter. The Company has no long-term contracts with its customers
and there can be no assurance that its current customers will place additional
orders, or that the Company will obtain orders of similar magnitude from other
customers. The loss of any major customer or any reduction, delay in or
cancellation of orders by any such customer, or the failure of the Company to
market successfully to new customers could have a materially adverse effect on
the Company's business, financial condition and results of operations. In fiscal
1997, the Company's accounts receivable balance increased significantly. While
some of the Company's increase in accounts receivable resulted in the ordinary
course from the Company's growth in revenue year to year, approximately $3
million of the accounts receivable at April 30, 1997 represented balances over
90 days past due from customers which negotiated extended payment terms as a
condition to their purchase or during the course of the implementation process.
As of October 31, 1997, the balance on those accounts was approximately
$735,000. In the first six months of fiscal 1998, the Company signed notes with
three customers. Two of the notes are due January 31, 1998, and do not bear
interest. The third note is due October 31, 1998, and bears interest at prime
plus one percent per annum. To the extent that significant customers of the
Company continue to have the negotiating leverage to obtain extended payment
terms, the Company's working capital requirements will be increased.

    Quarterly Fluctuations in Revenue and Operating Results. The Company's
revenue and operating results could fluctuate significantly from quarter to
quarter due to a combination of factors, including variations in the demand for
the Company's products, the level of product and price competition, the length
of the Company's sales process, the size and timing of individual transactions,
the mix of products and services sold, the mix of sales through direct and
indirect channels, any delay in or cancellation of customer implementations, the
Company's success in expanding its customer support organization, direct sales
force and indirect distribution channels, the timing of new product
introductions and enhancements by the Company or its competitors, the ratio of
international to domestic sales, commercial strategies adopted by competitors,
changes in foreign currency exchange rates, customers' budgets constraints, and
the Company's ability to control costs. In addition, a limited number of
relatively large customer orders has accounted for and is likely to continue to
account for a substantial portion of the Company's total revenue in any
particular quarter. The timing of such orders can be difficult to predict given
the average size of the Company's orders and the length of its sales process.
The Company has in the past recognized a substantial portion of its revenue in
the last month of a


<PAGE>


quarter. Therefore, the loss, deferral or cancellation of an order could have a
significant adverse impact on the Company's revenue and operating results in a
particular quarter. Because the Company's operating expense levels are
relatively fixed and tied to anticipated levels of revenue, any delay in the
recognition of revenue from a limited number of license transactions could cause
significant variations in operating results from quarter to quarter. Based upon
all of the foregoing, the Company believes that quarter-to-quarter comparisons
of its results of operations are not necessarily meaningful and such comparisons
should not be relied upon as indications of future performance. It is also
likely that the Company's future quarterly operating results in any given period
will not meet the expectations of market analysts or investors, which could have
an adverse effect on the price of the Company's common stock.

    Consistent with many companies in the software industry, the Company's
business model is characterized by a very high degree of operating leverage.
Employee and facility expenditures comprise a significant portion of the
Company's operating costs and expenses, and are therefore, relatively fixed at
least over the short term. In addition, the Company's expense levels and hiring
plans are based, in significant part, on the Company's expectations as to near
term future revenue levels. If revenue levels falls below expectations, net
income is likely to be disproportionately adversely affected. There can be no
assurance that the Company will be able to increase or even maintain its current
level of profitability on a quarterly or annual basis in the future. Due to the
foregoing, it is likely that in one or more future quarters the Company's
operating results will be below the expectations of public securities market
analysts. In such event, the price of the Company's common stock would likely be
materially adversely affected.


    Length of Sales and Implementation Processes. Selling the Company's products
generally requires the Company to provide a significant level of education to
prospective customers regarding the use and benefits of the Company's products.
In addition, implementation of the Company's products involves a significant
commitment of resources by prospective customers and is commonly associated with
substantial integration efforts which may be performed by the Company, by the
customer, or by a third party systems integrator. For these and other reasons,
the length of time between the date of initial contact with the potential
customer and the implementation of the Company's products is often lengthy,
typically ranging from two to nine months or more, and is subject to delays over
which the Company has little or no control. The Company's implementation cycle
could be lengthened by increases in the size and complexity of its
implementations and by delays in its customers' adoption of client/server
computing environments. Delay in or cancellation of the sale or implementation
of applications could have a materially adverse effect on the Company's
business, financial condition and results of operations and cause the Company's
operating results to vary significantly from quarter to quarter.

    Expansion of Sales Force and Channels of Distribution. Historically, the
Company has distributed its products primarily through its direct sales force.
An integral part of the Company's strategy includes expanding its direct sales
force while developing additional marketing, sales and implementation
relationships with third party systems integrators and VARs. The Company's
ability to achieve significant revenue growth in the future will depend on its
ability to attract, train and retain additional qualified direct sales
personnel. In addition, the Company currently is investing, and intends to
continue investing, significant resources to develop its relationships with
third party systems integrators and VARs, especially in international markets.
The Company has only limited experience distributing its products through
indirect channels. If the Company is unable to develop its relationships with
third party systems integrators and VARs, or if the third party systems
integrators and VARs with which the Company develops relationships are unable to
effectively market, sell and implement the Company's software applications, the
Company's business, financial condition and results of operations could be
materially adversely affected.

    Dependence on Indirect Distribution Channels; Potential for Channel
Conflict. The Company's strategy is to increase its use of third party systems
integrators and VARs to distribute its products. These independent sales
organizations, which generally install and support the product lines of a number
of companies, are not under the direct control of the Company, are not subject
to any minimum purchase requirements and can discontinue marketing the Company's
products at any time without cause. Many of the Company's third party systems
integrators and VARs sell or co-market potentially competitive products.
Accordingly, the Company must compete for the focus and sales efforts of its
third party systems integrators and VARs. Additionally, selling through indirect
channels may limit the Company's contacts with its customers. As a result, the
Company's ability to accurately forecast sales and revenue, evaluate customer
satisfaction and recognize emerging customer requirements may be hindered. In
addition, the Company's gross profit on sales to third party systems integrators
and VARs tends to be lower than on its direct sales, although the Company's
selling and marketing expenses and servicing costs also tend to be lower with
respect to these sales. There can be no assurance that the Company's current
third party systems integrators and VARs will continue to distribute or
recommend the Company's products or do so successfully. There can also be no
assurance that one or more of these companies will not begin to


<PAGE>


market products in competition with the Company. The termination of one or more
of these relationships could adversely affect the Company's business, financial
condition and results of operations.

    The Company's strategy of marketing its products directly to end-users and
indirectly through VARs and third party systems integrators may result in
distribution channel conflicts. The Company's direct sales efforts may compete
with those of its indirect channels and, to the extent different resellers
target the same customers, resellers may also come into conflict with each
other. Although the Company has attempted to manage its distribution channels in
a manner to avoid potential conflicts, there can be no assurance that channel
conflicts will not materially adversely affect its relationships with existing
third party systems integrators or VARs or adversely affect its ability to
attract new third party systems integrators and VARs.

    Dependence on Practice Partners. The Company is currently enlisting the
support of a specific group of professional services organizations which will
engage in the practice of implementing and customizing the Company's software
products. Referred to as "Practice Partners," these organizations do not resell
or otherwise market the Company's products. Instead, the Company intends to
support the Practice Partners' efforts to learn to install, customize and
support the Company's products. The Company's future revenues may depend on the
ability of the Practice Partners to achieve this goal. Further, the costs
required to enlist, train and assist the Practice Partners could have a
materially adverse affect on the Company's business, financial condition and
results of operations.

    International Operations. Revenue from sales outside the United States in
fiscal 1995, 1996 and 1997 and the first six months of fiscal 1998 accounted for
approximately 16.3%, 40.8%, 41.2% and 28.0% respectively, of the Company's total
revenue. International operations are subject to inherent risks, including the
impact of possible recessionary environments in economies outside the United
States, changes in demand for the Company's products resulting from fluctuations
in exchange rates, unexpected changes in legal and regulatory requirements
including those relating to telemarketing activities, changes in tariffs,
seasonality of sales, costs of localizing products for foreign markets, longer
accounts receivable collection periods and greater difficulty in accounts
receivable collection, difficulties and costs of staffing and managing foreign
operations, reduced protection for intellectual property rights in some
countries, potentially adverse tax consequences and political and economic
instability. There can be no assurance that the Company will be able to sustain
or increase international revenue, or that the factors listed above will not
have a material adverse impact on the Company's international operations. While
the Company's expenses incurred in foreign countries are typically denominated
in the local currencies, revenue generated by the Company's international sales
typically is paid in U.S. dollars or British pounds. Although exposure to
currency fluctuations to date has been insignificant, there can be no assurance
that fluctuations in currency exchange rates in the future will not have a
material adverse impact on the Company's international operations. The Company
currently does not engage in hedging activities.

    A significant element of the Company's strategy is to continue the expansion
of its operations in international markets. This expansion has required and will
continue to require significant management attention and financial resources to
develop international sales channels. Because of the difficulty in penetrating
new markets, along with the Company's size and geographic location, there can be
no assurance that the Company will be able to maintain or increase international
revenue. To the extent that the Company is unable to do so, the Company's
financial condition and results of operations could be materially adversely
affected. A substantial portion of the Company's international sales are
expected to be made using indirect selling channels, such as third party systems
integrators and VARs. A reduction in sales by all or some of these distributors
or a termination of their relationships with the Company could have a material
adverse effect on the Company's business, financial condition and results of
operations.

    Competition. The market for the Company's products is intensely competitive,
highly fragmented and subject to rapid change. Because the Company offers
multiple applications, which can be purchased separately or integrated as part
of the Versatility Series, the Company competes with a variety of companies
depending on the target market for their applications software products. The
Company's principal competitors in the customer interaction software market are
Brock International, Inc., Digital Systems International, Inc., Information
Management Associates, Inc., Scopus Technology, Inc. and The Vantive
Corporation. For installations where telephony functions are of prime
importance, competitors include Davox Corporation, Early Cloud and Company (a
division of IBM) and EIS International, Inc. The Company also competes with
third party professional service organizations that develop custom software and
with the information technology departments of potential customers, which
develop applications internally. Among the Company's potential competitors are
also a number of large hardware and software companies that may develop or
acquire products that compete with the Company's products. Increased competition
is likely to result in price reductions, reduced operating margins and loss of
market share, any of which could materially adversely affect the Company's
business, financial condition and results of operations. Many of the Company's
current and potential competitors have significantly greater financial,
technical, marketing and other resources than the Company. As a result, they may
be able to respond more


<PAGE>


quickly to new or emerging technologies and changes in customer requirements, or
to devote greater resources to the development, promotion and sale of products
than can the Company. There can be no assurance that the Company will be able to
compete successfully against current and future competitors or that competitive
pressures faced by the Company will not materially adversely affect its
business, financial condition and results of operations.

    Management of Growth. The Company has recently experienced significant
growth in revenue, operations and personnel. Continued growth will challenge the
Company's management systems and resources and require the Company to improve
and upgrade its management information systems. In addition, the Company will
need to hire more technical, sales and marketing, support and administrative
personnel to adequately service and support its growing customer base. There can
be no assurance that the Company will be able to successfully upgrade its
systems or to attract, retain and successfully train the necessary personnel to
accomplish its growth strategies or that it will not experience constraints that
will adversely affect its ability to satisfy customer demand in a timely fashion
or to satisfactorily support its customers. Any of these events could injure the
Company's reputation or lead to loss of customers. If the Company is unable to
manage growth effectively, the Company's business, financial condition and
results of operations could be adversely affected.

    Dependence on Growth of Client/Server Computing Environment. The
client/server software environment is relatively new. The Company markets its
products solely to customers that have committed or are committing their call
center systems to client/server environments, or are converting legacy systems,
in part or in whole, to a client/server environment. The Company's success will
depend on further development of and growth in the number of organizations
adopting client/server computing environments. There can be no assurance,
however, that the client/server market will maintain its current rate of growth.
There also can be no assurance that the client/server computing trends
anticipated by the Company will occur or that the Company will be able to
respond effectively to the evolving requirements of this market. If the
client/server market fails to grow, or grows at a rate slower than experienced
in the past, the Company's business, financial condition and results of
operations could be materially adversely affected.

    Rapid Technological Change and Product Development Risks. The customer
interaction software market is subject to rapid technological change, changing
customer needs, frequent new product introductions and evolving industry
standards that may render existing products and services obsolete. As a result,
the Company's position in this market could be eroded rapidly by unforeseen
changes in application features and functions. The life cycles of the Company's
products are difficult to estimate. The Company's growth and future operating
results will depend in part upon its ability to enhance existing applications
and develop and introduce new applications that meet or exceed technological
advances in the marketplace, that meet changing customer requirements, that
respond to competitive products and that achieve market acceptance. The
Company's product development and testing efforts are expected to require
substantial investments by the Company. There can be no assurance that the
Company will possess sufficient resources to make these necessary investments.
The Company has in the past experienced delays both in developing new products
and in customizing existing products, and there can be no assurance that the
Company will not experience difficulties that could cause delays in the future.
In addition, there can be no assurance that such products will meet the
requirements of the marketplace and achieve market acceptance, or that the
Company's current or future products will conform to industry standards. If the
Company is unable, for technological or other reasons, to develop and introduce
new and enhanced products in a timely manner, the Company's business, financial
condition and results of operations could be materially adversely affected.

    Software products as complex as those offered by the Company may contain
errors that may be detected at any point in the products' life cycles. The
Company has, in the past, discovered software errors in certain of its products
and has experienced delays in shipment of products during the period required to
correct these errors. In particular, the computing environment is characterized
by a wide variety of standard and non-standard configurations that make
pre-release testing for programming or compatibility errors very difficult and
time consuming. There can be no assurance that, despite extensive testing by the
Company and by current and potential customers, errors will not be found,
resulting in loss of, or delay in, market acceptance and sales, diversion of
development resources, injury to the Company's reputation, or increased service
and warranty costs, any of which could have a material adverse effect on the
Company's business, financial condition and results of operations.

    Difficulty in Protecting Proprietary Technology; Risk of Infringement. The
Company relies on a combination of copyright, trade secret and trademark laws,
confidentiality procedures and contractual provisions to protect its proprietary
rights in its products and technology. The Company does not rely upon patent
protection and does not currently expect to seek patents on any aspects of its
technology. There can be no assurance that the confidentiality agreements and
other methods on which the Company relies to protect its trade secrets and
proprietary technology will be adequate. Further, the Company may be subject to
additional


<PAGE>


risks as it enters into transactions in countries where intellectual property
laws are not well developed or are poorly enforced. Legal protections of the
Company's rights may be ineffective in such countries. Litigation to defend and
enforce the Company's intellectual property rights could result in substantial
costs and diversion of resources and could have a materially adverse effect on
the Company's business, financial condition and results of operations,
regardless of the final outcome of such litigation. Despite the Company's
efforts to safeguard and maintain its proprietary rights both in the United
States and abroad, there can be no assurance that the Company will be successful
in doing so or that the steps taken by the Company in this regard will be
adequate to deter misappropriation or independent third-party development of the
Company's technology or to prevent an unauthorized third party from copying or
otherwise obtaining and using the Company's products or technology. There also
can be no assurance that others will not independently develop similar
technologies or duplicate any technology developed by the Company. Any such
events could have a material adverse effect on the Company's business, financial
condition and results of operations.

    The Company has entered into agreements with a small number of its customers
requiring the Company to place its source code in escrow. These escrow
agreements typically provide that these customers have a limited, non-exclusive
right to use such code in the event that there is a bankruptcy proceeding by or
against the Company, if the Company ceases to do business or if the Company
fails to meet its support obligations. Entering into such agreements may
increase the likelihood of misappropriation by third parties.

    As the number of customer interaction software applications in the industry
increases and the functionality of these products further overlaps, software
development companies like the Company may increasingly become subject to claims
of infringement or misappropriation of the intellectual property rights of
others. There can be no assurance that third parties will not assert
infringement or misappropriation claims against the Company in the future with
respect to current or future products. Any claims or litigation, with or without
merit, could be time-consuming, result in costly litigation, cause product
shipment delays or require the Company to enter into royalty or licensing
arrangements. Such royalty or licensing arrangements, if required, may not be
available on terms acceptable to the Company, if at all, which could have a
material adverse effect on the Company's business, financial condition and
results of operations. Adverse determinations in such claims or litigation could
also have a material adverse effect on the Company's business, financial
condition and results of operations.

    Dependence on Key Personnel. The Company's success depends to a significant
extent upon the continued service of its executive officers and other key
management and technical personnel, and on its ability to continue to attract,
retain and motivate qualified personnel, such as experienced software developers
and sales personnel. Competition for such employees is very intense. The Company
has no long-term employment contracts with any of its employees. The loss of the
services of one or more of the Company's executive officers, software developers
or other key personnel or the Company's inability to recruit replacements for
such personnel could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company maintains $1.0
million of key-man life insurance on Ronald R. Charnock, the Company's Chairman
of the Board, President and Chief Executive Officer.

    Regulatory Environment. Federal, state and foreign law regulate certain uses
of outbound call processing systems. Although the compliance with these laws may
limit the potential use of the Company's products in some respects, the
Company's systems can be programmed to operate automatically in full compliance
with these laws through the use of appropriate calling lists and calling
campaign time parameters. There can be no assurance, however, that future
legislation further restricting telephone solicitation practices, if enacted,
would not adversely affect the Company.

    Volatility of Stock Price. The market price for the Company's common stock
has been and is expected to continue to be significantly affected by factors
such as the announcement of new products or product enhancements by the Company
or its competitors, technological innovations by the Company or its competitors,
quarterly variations in the Company's results of operations or the results of
operations of the Company's competitors, changes in earnings estimates or
recommendations by securities analysts and general market conditions. In
particular, the stock prices for many companies in the technology and emerging
growth sector have experienced wide fluctuations, which have often been
unrelated to the operating performance of such companies. Such fluctuations may
adversely affect the market price of the Company's common stock.



<PAGE>


Part II:  Other Information

Item 1:  Legal Proceedings:

         The Company is a party to various legal disputes and proceedings
         arising from the ordinary course of general business activities. In the
         opinion of management, resolution of these matters is not expected to
         have a material adverse effect on the financial position of the
         Company. However, depending on the amount and timing, an unfavorable
         resolution of some or all of these matters could materially affect the
         Company's future results of operations or cash flows in a particular
         period.

Item 2:  Changes in Securities and Use of Proceeds

         On December 12, 1996, the Company's Registration Statement on Form S-1
         (File No. 333-13771) became effective. The Company has filed Form SR
         disclosing the sale of securities and the use of proceeds through March
         12, 1997. The net proceeds from the offering were $30,625,564. No
         information has changed, except for the use of proceeds. The following
         are the use of proceeds from the effective date (December 12, 1996)
         through October 31, 1997:

           Purchase and installation of machinery and equipment     $  1,656,436
           Repayment of indebtedness                                   1,526,195
           Working capital                                            27,442,933
                                                                     -----------
           Total                                                     $30,625,564
                                                                     ===========

         None of these payments were made to directors, officers, general
         partners of the Company or their associates, or to persons owning ten
         percent or more of any class of equity securities of the Company, and
         to the affiliates of the Company.

Item 3:  Defaults upon Securities:

         Not Applicable.

Item 4:  Submission of Matters to a Vote of Security Holders:

         The Annual Meeting of Stockholders (the "Annual Meeting") was held on
         August 26, 1997 at the Holiday Inn Fair Oaks. In connection with the
         Annual Meeting, proxies representing 6,628,636 shares or 90.5% of the
         total outstanding shares were present and voted in the following
         manner:

<TABLE>
<CAPTION>
                                                                                            Number of Votes Cast
                                                                                            ---------------------
                             Description of Matter                               For        Withheld    Instructed
                             ---------------------                               ---        --------    ----------
<S> <C>
1     To elect two Class I directors to serve on the Board of Directors for
      a three-year term or until their successors are elected and qualified.
          Marcus W. Heth                                                      6,621,521        7,115         1,550
          Charles A. Johnson                                                  6,623,071        5,656         1,550

                                                                                                                       Broker
                                                                                 For        Against       Abstain     Non-Vote
                                                                                 ---        -------       -------     --------
2 To ratify the selection of the firm of Deloitte & Touche LLP as
      independent auditors for the fiscal year ending April 30, 1998.         6,624,576        2,500         1,560        0
</TABLE>

Item 5:  Other Information:

         Not Applicable.


<PAGE>



Item 6:  Exhibits and Reports on Form 8-K:

         A.  Exhibits

Exhibit No.    Exhibits
-----------    --------
10.10          Loan and Security Agreement between the Company and Silicon
               Valley Bank, dated as of October 29, 1997
11.1           Statement Regarding Computation of Net Income (Loss) Per Share
27.1           Financial Data Schedule

         B. Reports on Form 8-K:

               There were no reports on Form 8-K filed during the quarter ended
October 31, 1997.



<PAGE>


                                   Signatures

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

                                          VERSATILITY INC.



Dated:   December 15, 1997                By:  /s/  Donald C. Yount
                                               ________________________________
                                               Donald C. Yount
                                               Senior Vice President, Finance
                                               and Chief Financial Officer
                                               (Principal Financial and
                                               Accounting Officer)