SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    FORM 10-Q

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

                  For the Quarterly Period Ended March 31, 1999

                         Commission File Number 0-17977

                              BOUNDLESS CORPORATION

             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other Jurisdiction of Incorporation or Organization)

                                   13 -3469637
                      (I.R.S. Employer Identification No.)

                                 100 Marcus Blvd.
                                  Hauppauge, NY

                    (Address of principal executive offices)

                                      11788
                                   (Zip Code)

                                 (516) 342-7400
              (Registrant's telephone number, including area code)

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

Yes X     No
   ----     ----

As of April 16, 1999,  the  Registrant  had  approximately  4,428,609  shares of
Common Stock, $.01 par value per share outstanding.



                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

              INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 1999 (unaudited) and
   December 31, 1998......................................................3

Consolidated Statements of Operations (unaudited)
   for the three months ended March 31, 1999 and 1998.....................4

Consolidated Statements of Cash Flows (unaudited)
   for the three months ended March 31, 1999 and 1998.....................5

Notes to Consolidated Financial Statements (unaudited)....................6





                                       2
<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                          (dollar amounts in thousands)


<TABLE>

                                     ASSETS
<CAPTION>
                                                                                                    March 31,       December 31,
                                                                                                      1999              1998
                                                                                                 ---------------- -----------------
Current assets:                                                                                  (unaudited)
<S>                                                                                                     <C>               <C>    
   Cash and cash equivalents.....................................................................       $    613          $    732
   Trade accounts receivable, net................................................................         14,351            13,274
   Income tax refund.............................................................................          1,905             1,905
   Inventories...................................................................................         12,178            12,565
   Deferred income taxes.........................................................................          2,470             2,470
   Prepaid expenses and other current assets.....................................................            318               462
                                                                                                 ---------------- ----------------
      Total current assets.......................................................................         31,835            31,408
Property and equipment, net......................................................................         10,312            10,251
Goodwill, net....................................................................................          7,081             7,350
Other assets.....................................................................................            255               339
                                                                                                 ---------------- ----------------
                                                                                                        $ 49,483          $ 49,348
                                                                                                 ================ ================
                                      LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt.............................................................        $ 9,333           $ 8,000
   Accounts payable..............................................................................          6,296             6,817
   Accrued expenses..............................................................................          7,856             7,074
   Deferred revenue..............................................................................             86               116
                                                                                                 ---------------- ----------------
      Total current liabilities..................................................................         23,571            22,007
                                                                                                 ---------------- ----------------
Long-term liabilities:
   Long-term debt, less current maturities.......................................................          6,867             5,500
   Deferred income taxes.........................................................................          1,002             1,002
   Other ........................................................................................            627               627
                                                                                                 ---------------- ----------------
      Total long-term liabilities................................................................          8,496             7,129
                                                                                                 ---------------- ----------------
      Total liabilities..........................................................................         32,067            29,136

Mandatorily redeemable preferred stock of subsidiary.............................................              -             3,555
                                                                                                                  ----------------
Stockholders' equity:
   Preferred stock...............................................................................              -                 -
   Common stock..................................................................................             44                44
   Additional paid-in capital....................................................................         31,061            30,940
   Accumulated deficit...........................................................................        (13,689)          (14,327)
                                                                                                 ---------------- ----------------
      Total stockholders' equity.................................................................         17,416            16,657
                                                                                                 ---------------- ----------------
                                                                                                        $ 49,483          $ 49,348
                                                                                                 ================ ================
</TABLE>

      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       3
<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)

                                                       Three Months Ended
                                                            March 31,
                                                 -------------------------------
                                                        1999           1998
                                                 ---------------- --------------
                                                   (unaudited)     (unaudited)

Revenue..........................................       $ 21,056        $ 22,864
Cost of revenue..................................         14,890          16,603
                                                 ---------------- --------------
           Gross margin..........................          6,166           6,261
                                                 ---------------- --------------

Operating expenses:
   Sales and marketing...........................          1,933           2,034
   General and administrative....................          1,660           1,413
   Research and development......................          1,074             868
   Other charges.................................             59              71
                                                 ---------------- --------------
      Total operating expenses...................          4,726           4,386
                                                 ---------------- --------------
           Operating income......................          1,440           1,875
   Interest expense, net.........................            329             671
                                                 ---------------- --------------
Income before income taxes.......................          1,111           1,204
Income tax expense...............................            422             459
                                                 ---------------- --------------
Net income.......................................            689             745
Dividend on preferred stock of subsidiary........             51             124
                                                 ---------------- --------------
Earnings available for common stockholders.......       $    638        $    621
                                                 ================ ==============
Weighted average common shares outstanding.......          4,429           5,139
                                                 ================ ==============
Basic earnings per common share..................       $   0.14        $   0.12
                                                 ================ ==============
Weighted average dilutive shares outstanding.....          4,447           5,163
                                                 ================ ==============
Diluted  earnings per common share...............       $   0.14        $   0.12
                                                 ================ ==============


     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       4
<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (dollar amounts in thousands)
                      For the Three Months Ended March 31,
                                  (unaudited)
<TABLE>
<CAPTION>
 
                                                                                                      1999            1998
                                                                                                     --------------  --------------
<S>                                                                                                        <C>             <C> 
Cash flows from operating activities:
   Net income........................................................................................        $ 689           $ 745 
   Adjustments to reconcile net income to net cash provided by
      operating activities:
      Depreciation and amortization..................................................................          536             809 
      Loss from disposal of assets...................................................................            -              24 
      Deferred revenues..............................................................................          (30)            (72)
      Provision for doubtful accounts................................................................           35              24 
      Provision for excess and obsolete inventory....................................................          279             477 
      Options and warrants issued for services.......................................................          121               - 
   Changes in assets and liabilities:
      Trade accounts receivable......................................................................       (1,112)          2,146 
      Inventories....................................................................................          108          (1,026) 
      Other assets...................................................................................          189              38 
      Accounts payable and accrued expenses..........................................................          260          (1,293)
                                                                                                     --------------  --------------
Net cash provided by operating activities............................................................        1,075           1,872
                                                                                                     --------------  --------------
Cash flows from investing activities:
   Capital expenditures..............................................................................         (288)           (191)
                                                                                                     --------------  --------------
Cash flows from financing activities:
   Payment of mandatorily redeemable preferred stock.................................................       (3,555)              - 
   Net change in revolving loan payable..............................................................        2,700          (1,900)
   Costs associated with the issuance of debt........................................................          (51)              - 
                                                                                                     --------------  --------------
Net cash used in financing activities................................................................         (906)         (1,900)
                                                                                                     --------------  --------------
Net decrease in cash and cash equivalents............................................................         (119)           (219)
Cash and cash equivalents at beginning of period.....................................................          732           2,929 
                                                                                                     --------------  --------------
Cash and cash equivalents at end of period...........................................................     $    613         $ 2,710 
                                                                                                     ==============  ==============
Non-cash transactions:
   Dividend on preferred stock of subsidiary.........................................................     $      -         $   124 
   Options, warrants and common stock issued for services............................................          121               - 
Cash paid for:
   Interest..........................................................................................          123             347 
   Taxes.............................................................................................            -             125 

</TABLE>


     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       5
<PAGE>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (dollar amounts in thousands)
                                   (unaudited)

1.    Condensed Consolidated Financial Statements

Basis of Presentation
---------------------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Regulation S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  considered  necessary for a fair
presentation have been included.  Operating  results for the three-month  period
ended March 31, 1999 are not  necessarily  indicative of the results that may be
expected for the year ending December 31, 1999. For further information refer to
the  consolidated  financial  statements and footnotes  thereto in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.

2.    Background

Boundless  Corporation  (the  "Company")  is engaged,  through  its  subsidiary,
Boundless  Technologies,  Inc.  ("Boundless"),  in designing  and  manufacturing
computer  terminals  for business  use.  The  Company's  general  strategy is to
provide access to corporate computing environments,  including mainframes, LANs,
WANs,  intranets and the Internet.  Boundless  principally  designs,  assembles,
sells  and  supports  (i)  General  Display  Terminals,   (ii)  Windows(R)-based
Terminals  ("WBTs"),  sometimes  referred to as "thin clients",  and (iii) other
terminal   products  that  are  used  in  multi-user,   personal   computer  and
mini-computer-based  environments. The Company is a party to a royalty agreement
with a  partnership  (the "GAI  Partnership")  formed by  Boundless  and General
Automation,  Inc.  ("GAI")  and  managed by GAI.  The GAI  Partnership  designs,
integrates, sells and supports multi-user computer systems that can manage large
volumes of data running  Boundless'  and GAI's  versions of a data-based  system
licensed from Pick Systems.

3. Inventories

Inventories  are stated at the lower of cost or market.  Cost is determined on a
first-in first-out basis. The major components of inventories are as follows:


                                                   March 31,     December 31,
                                                     1999            1998
                                                --------------  --------------
Raw materials and purchased components.........  $     9,960     $    10,264
Finished Goods.................................        1,784           1,915
Demonstration equipment........................           56              71
Service parts..................................          378             315
                                                --------------  --------------
Total inventories                                $    12,178     $    12,565
                                                ==============  ==============


4.   Equity

At March 31, 1999 and December 31, 1998  stockholders'  equity  consisted of the
following:

                                                   March 31,     December 31,
                                                     1999            1998
                                                --------------  --------------
Preferred stock, $0.01 par value, 1,000,000
  shares authorized, none issued...............  $         -     $         -
Common stock, $0.01 par value, 25,0900,000
  shares authorized, 4,428,609 and 4,428,609
  shares issued at March 31, 1999 and 
  December 31, 1998, respectively..............           44              44
Additional paid-in capital.....................       31,061          30,940
Accumulated deficit............................      (13,689)        (14,327)
                                                --------------  --------------
  Total stockholders' equity...................  $    17,416     $    16,657
                                                ==============  ==============


                                       6
<PAGE>

5.   Major Customers

The  Company  markets  its  terminal   products   through   original   equipment
manufacturers  ("OEMs") and reseller  distribution  channels.  Customers can buy
Boundless'  products  from an  international  network of  value-added  resellers
(VARs) and regional  distributors.  Through its sales force,  the Company  sells
directly  to  large  VARs and  regional  distributors  and  also  sells to major
national and international  distributors.  For the first quarter ended March 31,
1999 and 1998,  sales to two major OEMs as a percentage  of total  revenues were
25% and 21%, respectively.

6.   Business Segments

The Company's  manufacturing is conducted at its New York facility and its sales
force operates from six geographically  dispersed locations in the United States
and European offices in the Netherlands and United Kingdom.

Operating  segments are  identified as  components of an enterprise  about which
separate  financial  information  is available  for  evaluation  by its decision
making group.  To date,  the Company has viewed its  operations  and manages its
business in principally  one segment,  hardware sales of computer  terminals and
associated  services.  As a result, the financial  information  disclosed herein
represents all of the material  information  related to the Company's  principal
operating segment.

Pertinent  financial  data by major  geographic  segments for the first  quarter
ended March 31, 1999 and 1998 are:


                                                   March 31,       March 31,
                                                     1999            1998
                                                --------------  --------------
Net sales to unaffiliated customers:
United States..................................  $    13,875     $    15,714
United Kingdom.................................        3,456           2,158
Other European countries.......................        2,727           3,716
Other foreign areas............................          998           1,276
                                                --------------  --------------
Total sales....................................  $    21,056     $    22,864
                                                --------------  --------------


7.   Comprehensive Income

The Company has no material items of other comprehensive  income.  Comprehensive
income for the periods  ended March 31, 1999 and 1998 was equal to reported  net
income.


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

RESULTS OF OPERATIONS

The numbers and  percentages  contained in this Item 2 are  approximate.  Dollar
amounts are stated in thousands.

First quarter of 1999 compared with first quarter of 1998
---------------------------------------------------------

Revenue - Revenue for the  quarter  ended March 31, 1999 was $21,056 as compared
to $22,864 for the quarter ended March 31, 1998.

Sales of the Company's General Display Terminals  declined 7% to $17,548 for the
quarter  ended March 31, 1999 from $18,878 for the quarter ended March 31, 1998.
The decline for the latest quarter is principally  attributable  to a decline of
$1,135 in sales to VT and Dorio  distributors.  The VT and Dorio  terminals  are
based on a  proprietary  architecture  and,  as a result,  its  users  requiring
flexibility are prone to more quickly move to alternative platforms.  Demand for
the General Display  Terminals  continues to decline as competing  technologies,
including WBTs, are gaining market share.



                                       7
<PAGE>

Sales of the  Company's  WBT  hardware and  software  amounted to $2,781  versus
$2,074 for the periods ended March 31, 1999 and 1998, respectively.  The Company
is targeting the approximately 35 million users of General Display Terminals and
Network Graphics Displays many of whom are currently  transitioning or intending
to transition to graphical  applications that include Windows,  the Internet and
Java. In addition,  the Company is targeting the  task-oriented  users of older,
less  capable  PCs that  are  unable  to run the  latest  Windows  applications,
including those users in business and education. The Company believes its unique
ability to customize its WBT products to meet specific  end-customer  needs will
give it a sustainable competitive advantage. Historically, this ability has been
of great value to the Company's terminal customers and the Company believes that
this  strategy  will  be  equally  advantageous  in the  corporate  thin  client
marketplace.

Net revenue from the Company's  repairs and spare parts business  decreased 38%,
or $309, to $501 for the quarter ended March 31, 1999, from $810 for the quarter
ended March 31, 1998. The decline was mainly due to reduced spares sales to NCR,
which was a result of the overall decline in unit sales to NCR during 1998.

IBM and Digital were the most significant  customers for the Company's products,
accounting for 18% and 7% of revenue  respectively,  for the quarter ended March
31,  1999.  The loss of IBM or  Digital  as a  customer,  and as a  distribution
channel for the Company's products,  would have a material adverse effect on the
Company's results of operations and liquidity.

Gross Margin - Gross margin for the three months ended March 31, 1999 was $6,166
(29% of  revenue)  compared to gross  margin of $6,261 (27% of revenue)  for the
first  quarter of 1998.  The increase in gross margin as a percent of revenue is
attributable  to cost  reductions  achieved  in the  Company's  General  Display
Terminals.

In a continuing effort to maintain and improve margins in an industry  otherwise
characterized  by  commodity   pricing,   management  has  focused  on  quality,
flexibility,   and  product  cost  reductions.  From  time-to-time  margins  are
adversely  affected  by  industry  shortages  of  key  components.  The  Company
emphasizes  product cost reductions in its research and  development  activities
and frequently reviews its supplier relationships with the view to obtaining the
best component  prices  available.

Total  Operating  Expenses - For the  quarter  ended March 31,  1999,  operating
expenses  were $4,726  (22% of  revenue),  compared  to  expenses  for the first
quarter of 1998 of $4,386 (19% of revenue).

Sales and  Marketing  Expenses - Sales and  marketing  expenses  decreased 5% to
$1,933 (9% of revenue)  for the quarter  ended March 31, 1999 from $2,034 (9% of
revenue) for the quarter ended March 31, 1998. This year-to-year decrease is not
expected to  continue as the Company  increases  the  investment  in  activities
targeted to enhance its standing  and  reputation  as a premier  provider of WBT
solutions.

The  Company  promotes  its  products  using  media  advertising,  direct  mail,
telemarketing,  public relations and cooperative channel marketing programs. The
Company's installed base of over five million units is the primary target market
for its new line of WBTs.  The  Company's  plan to reach this market is based on
direct mail,  telemarketing  and advertising and an aggressive  public relations
campaign,  including several domestic and international press tours. The Company
will also  participate  in several key trade shows during the remainder of 1999.

General  and  Administrative  Expenses  - General  and  administrative  expenses
increased to $1,660 (8% of  revenue),  from $1,413 (6% of revenue) for the three
months ended March 31, 1999 and 1998,  respectively.  The increase is mainly due
to expensing the estimated value of common stock options ($121) granted to Board
members for services provided to the Company.

Research and Development  Expenses - Research and  development  expenses for the
first quarter increased 24% to $1,074 in 1999 from $868 in 1998. The increase is
related to  development  expenses  associated  with the  Company's  WBT  product
family.

Interest  Expense - Interest  expense for the  quarter  ended March 31, 1999 was
$329  compared to $671 for the  comparable  period in 1998.  This  decrease  was


                                       8
<PAGE>

mainly due to capitalized debt financing costs that were fully amortized in 1998
as non-cash interest expense.  Replacement debt financing costs will be incurred
in the second quarter of 1999 but at a lower level than in previous years.  Cash
interest  also  decreased  due to a reduction in the amount of debt  outstanding
under the Company's  revolving  credit facility and a decline in interest rates.

Income Tax Expense - Income tax expense for the quarter ended March 31, 1999 was
$422 (38% of income  before tax)  compared to $459 (38% of income  before tax)in
1998.

Net Income - For the quarter  ended March 31,  1999,  net income was $689 (3% of
revenue), compared to $745(3% of revenue) for 1998.

Impact of Inflation - The Company has not been  adversely  affected by inflation
because technological advances and competition within the microcomputer industry
have  generally  caused prices of products  sold by the Company to decline.  The
Company has flexibility in its pricing and could, if necessary, pass along price
changes to most of its customers.

LIQUIDITY AND CAPITAL RESOURCES

The discussion  below regarding  liquidity and capital  resources should be read
together with the information  included in the Notes to  Consolidated  Financial
Statements.

As of March 31, 1999,  the Company had working  capital of $8,264 as compared to
$9,401 at December 31, 1998.  Historically,  the Company has relied on cash flow
from  operations,  bank  borrowings and sales of its common stock to finance its
working capital,  capital  expenditures and acquisitions.

The Company is highly leveraged.  As of March 31, 1999, the Company had tangible
net worth of $10,120  and total  liabilities  of  $32,067.  The  Company's  cash
requirements at March 31, 1999 included repayment of a revolving loan of $8,200,
plus  interest,  and a mortgage note (the "NCR Note") of $8,000,  plus interest,
due June 15, 1999.

Borrowing under the revolving loan is based on a borrowing base formula of up to
80% of eligible receivables, plus 50% of delineated eligible inventory, plus 30%
of  non-delineated  eligible  inventory.  Up to  $5,000 is  available  under the
revolving loan for letters of credit. As a result of the borrowing base formula,
the credit  available to the Company could be adversely  restricted in the event
of further  declines in the  Company's  sales and increases in orders may not be
able to be financed  under the  Company's  revolving  credit line.

On April 14, 1999,  Boundless  Technologies  and Chase Manhattan Bank ("Chase"),
acting as agent,  signed an agreement for a new,  three-year,  $15,000 revolving
credit agreement.  Terms of the new revolving credit agreement are substantially
similar to terms of the  expired  agreement,  allowing  for loans and letters of
credit,  based upon the  availability  of collateral,  generally a percentage of
inventory  and accounts  receivable as specified in the  agreement.  The revised
credit  agreement  also  provides  for a  $4,000  term  loan,  payable  in equal
quarterly  installments  plus  accrued  interest  beginning  June  1999,  over a
three-year  period.  In connection with the new revolving  credit  agreement the
Company  issued a warrant to Chase to purchase  50,000 shares of Common Stock at
exercise  prices per share of $4.50 and $7.00 for  35,000  and 15,000  shares of
Common  Stock,  respectively.  In the event there is a decline in the  Company's
sales and earnings and/or a decrease in availability  under the credit line, the
Company's cash flow would be adversely  affected.  Accordingly,  the Company may
not have the necessary cash to fund all of its  obligations.

In  connection  with the  revolving  credit and term loan  agreement the Company
entered into an interest  rate swap  agreement  whereby the Company  established
fixed  interest  rates  applicable to the term loan and $4,000 of the balance of
the  revolving  credit  loan at 8.68%  and  7.64%  respectively.  The  amount of
interest rate swap  coverage  with respect to the term loan  declines  quarterly
based on the scheduled principal  payments.

On  January  31,  1999 the  Company  and NCR  Corporation  agreed to extend  the
maturity date of the existing  $8,000 note  originally  due January 31, 1999, to
April 30, 1999. On May 3, 1999, the Company and NCR agreed to further extend the
due date to June 15, 1999 to allow the Company to complete  negotiations  with a


                                       9
<PAGE>

mortgage lender to refinance the NCR Note. The Company has received a commitment
letter from a mortgage lender for the  refinancing  and anticipates  closing the
new mortgage agreement by the June 15 due date.

With the exception of the $8,000 NCR note, which is secured by a mortgage on the
Company's  Hauppauge  facility,  the Company  believes that cash  generated from
operations  and  available  under the  Company's  revolving  credit line will be
sufficient  to pay its  obligations  as they  become due.

Net cash provided by operating  activities  for the three months ended March 31,
1999 was  $1,075;  due  principally  to net  income of $689,  non-cash  expenses
(principally  depreciation)  of $971,  a reduction  in  inventories  of $108 and
increases  in payables  and accrued  expenses of $260.  These  increases in cash
provided  by  operating  activities  were  partially  offset by an  increase  in
receivables  of $1,112.  Net cash used in investing  activities was comprised of
capital  expenditures  of $288. Net cash used in financing  activities  included
$3,606 to retire the Company's  mandatorily  redeemable  preferred stock and pay
its remaining dividend. This was funded from the Company's revolving loan, which
had a net increase of $2,700.


FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

This Form 10-Q contains  forward-looking  statements  and  information  that are
based on  management's  beliefs as well as assumptions  made by and  information
currently  available  to  management.  When  used in this  document,  the  words
"anticipate,"  "believe,"  "estimate,"  "expect," and, depending on the context,
"will,"  and  similar  expressions  are  intended  to  identify  forward-looking
statements.  Such statements reflect the Company's current views with respect to
future events and are subject to certain risks,  uncertainties  and assumptions,
including the specific risk factors described in the Company's Form 10-K for the
year ended December 31, 1998. Should one or more of these risks or uncertainties
materialize,  or should underlying  assumptions prove incorrect,  actual results
may vary materially from those anticipated, believed, estimated or expected. The
Company  does  not  intend  to  update  these  forward-looking   statements  and
information.


YEAR 2000 COMPLIANCE

Computers,  software and other equipment utilizing microprocessors that use only
two  digits  to  identify  a year  in a date  field  may be  unable  to  process
accurately  certain  date-based  information  referencing the year 2000. This is
commonly  referred to as the "Year 2000 issue." The Company is  addressing  this
issue on several different  fronts.  With respect to products the Company offers
for sale, either to OEMs or through  distribution,  the Company has verified the
products  are Year 2000  compliant.  The Company has  assigned a team to monitor
Year 2000  compliance.  This team is charged with ensuring Year 2000  compliance
for all hardware and software products through its purchasing  process,  as well
as  assessing  Year 2000  readiness  and risk to the Company with respect to the
compliance of its critical  vendors and  suppliers.  Finally,  the Company has a
team assigned to coordinate  the Year 2000 program for its internal  systems and
devices. At present,  Year 2000 compliance of the Company's internal systems and
devices  is  scheduled  to be  substantially  complete  by  July of  1999,  with
continued testing of compliance  throughout 1999. The total costs related to the
Company's  Year 2000 program are not  estimated to be material to the  Company's
financial  position  or results  of  operations,  and are  charged to expense as
incurred.  The total cost estimate does not include  potential  costs related to
any  customer or other  claims or the cost of  internal  software  and  hardware
replaced in the normal  course of business.  The total cost estimate is based on
the current  assessment  of the  Company's  Year 2000  program and is subject to
change as it  progresses.  Based on  current  information  and  assessment,  the
Company does not believe that the Year 2000 issue  discussed above as it relates
to products sold to customers or the Company's internal systems will be material
to its financial  position or results of operations or that its business will be
adversely  affected in any material respect.  Nevertheless,  achieving Year 2000
compliance is dependent on many factors, some of which are not completely within
the Company's  control.  Should either the Company's  internal systems or one or
more critical  vendors or suppliers fail due to Year 2000 issues,  the Company's
business and its results of operations could be adversely affected.




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<PAGE>

NEW ACCOUNTING STANDARD

SFAS No.133,  "Accounting  for Derivative  Instruments  and Hedging  Activities"
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities.  SFAS  No.  133  requires  that  an  entity  recognize  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those  instruments at fair value. SFAS No. 133 is effective
for all fiscal  quarters of fiscal  years  beginning  after June 15,  1999.  The
Company is assessing  the impact that the adoption of SFAS No. 133 will have, if
any, on its consolidated financial statements.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The  Company's  exposure to market risk for changes in interest  rates,  relates
primarily  to  the  Company's  revolving  credit  facility  and  long-term  debt
obligations.  The Company manages this risk through utilization of interest rate
swap agreements in amounts not exceeding the principal amount of its outstanding
obligations.  At March 31, 1999,  two interest rate swap  agreements,  each in a
principal amount of $4,000, were outstanding.

The Company  places its  investments  with high credit  quality  issuers and, by
policy,  is averse to principal loss and ensures the safety and  preservation of
its invested funds by limiting default risk, market risk and reinvestment  risk.
As of March 31, 1999 the Company's  investments  consisted of the  investment of
excess cash balances in overnight time deposits  offered by Chase Manhattan Bank
in London.

All sales  arrangements  with  international  customers are  denominated in U.S.
dollars.  These  customers  are permitted to elect payment of their next month's
orders in local currency based on an exchange rate provided one month in advance
from the Company.  The Company does not use foreign  currency  forward  exchange
contracts or purchased  currency  options to hedge local  currency cash flows or
for trading purposes. Foreign currency transaction gains or losses have not been
material to the Company's results of operations.


                           PART II - OTHER INFORMATION



Item 6.      Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit 10(a):  Amended and Restated  Credit  Agreement and Guaranty dated as of
April  14,1999  among  Boundless  Technologies,   Inc.  as  borrower,  Boundless
Acquisition  Corp.  and  Boundless  Corporation,  as  guarantors,  and The Chase
Manhattan Bank, Silicon Valley Bank and National Bank of Canada as the Banks.

Exhibit 10(b):  Common Stock Purchase  Warrant dated as of April 14, 1999 issued
to Chase  Manhattan  Bank for the purchase of up to 50,000 shares of the issuers
common stock.

Exhibit 11:  Statement  Concerning  Computation  of Per Share Earnings is hereby
incorporated by reference to "Condensed  Consolidated  Statements of Operations"
of Part I- Financial  Information,  Item 1- Financial  Statements,  contained in
this Form 10-Q.

Exhibit 27:  Financial  Data Schedule for the quarter ended March 31, 1999.

(b)  Reports on Form 8-K - None




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<PAGE>

                                   SIGNATURES

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

Dated: May 13, 1999



Boundless Corporation

By: /s/Joseph Gardner
------------------------------------
Joseph Gardner
Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)






















































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<PAGE>

                           INDEX OF ATTACHED EXHIBITS
                        BOUNDLESS CORPORATION FORM 10-Q

Exhibit 10(a)       Amended and Restated Credit  Agreement and Guaranty dated as
                    of April 14,  1999 among  Boundless  Technologies,  Inc.  as
                    borrower,   Boundless   Acquisition   Corp.   and  Boundless
                    Corporation,  as guarantors,  and The Chase  Manhattan Bank,
                    Silicon  Valley  Bank and  National  Bank of  Canada  as the
                    Banks.

Exhibit 10(b)       Common  Stock  Purchase  Warrant  dated as of April 14, 1999
                    issued to Chase  Manhattan  Bank for the  purchase  of up to
                    50,000 shares of the Issuer's common stock.

Exhibit 27          Financial  Data  Schedule  for the  quarter  ended March 31,
                    1999.






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