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 June 30, 1997


                    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.)


                          9430 Research Blvd.
                          Bldg. IV, Suite 200
                              Austin, TX
               (Address of principal executive offices)


                              78759-6543
                              (Zip Code)

                            (512) 349-5800
         (Registrant's telephone number, including area code)

                             SunRiver Corporation
            (Registrant's former name if changed since last report)

Indicate by check mark whether the registrant 1) has filed all reports  required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  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 July 14, 1997, the Registrant had 49,469,532  shares of Common Stock, $.01
par value per share outstanding.

<PAGE>
                                          PART 1 - FINANCIAL INFORMATION

Item 1.           Financial Statements

                  INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated  Balance Sheets as of June 30, 1997  (unaudited)  and December
         31, 1996..............................................................3

Consolidated Statements of Operations (unaudited)
         for the three and six months ended June 30, 1997 and 1996.............4

Consolidated Statements of Cash Flows (unaudited)
         for the six months ended June 30, 1997 and 1996.......................5

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

                                       2
<PAGE>

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

                                                   ASSETS
<TABLE>
<CAPTION> 
                                                                                        June 30,      December 31,
                                                                                          1997           1996
                                                                                      -----------     -----------
                                                                                       (unaudited)
<S>                                                                                        <C>            <C>    
Current assets:

         Cash and cash equivalents ....................................................   $  1,922    $  5,213
         Trade accounts receivable, net ...............................................     12,429      22,046
         Inventories ..................................................................     14,736      18,525
         Deferred income taxes ........................................................         --          --
         Prepaid expenses and other current assets ....................................      1,472         256
                                                                                          --------    --------

                  Total current assets ................................................     30,559      46,040

Property and equipment, net ...........................................................     11,026      11,474
Goodwill, net .........................................................................      8,967       9,505
Other assets ..........................................................................      2,287       2,506
                                                                                          --------    --------
                                                                                          $ 52,839    $ 69,525
                                                                                          ========    ========

                                                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

         Notes payable ................................................................   $  9,650    $ 13,950
         Current portion of long-term debt ............................................      7,684       8,009
         Accounts payable .............................................................      7,219      10,892
         Accrued expenses .............................................................      5,613       6,345
         Deferred revenue .............................................................        195         180
         Net liabilities of discontinued operation ....................................        257       3,492
                                                                                          --------    --------

                  Total current liabilities ...........................................     30,618      42,868

Long-term liabilities:

         Long-term debt, less current maturities                                             8,000      13,382
         Deferred income taxes ........................................................         --          --
         Other ........................................................................        780         918
                                                                                          --------    --------
                  Total long-term liabilities .........................................      8,780      14,300
                                                                                          --------    --------
                  Total liabilities ...................................................     39,398      57,168

Commitments and contingencies

Mandatorily redeemable preferred stock of subsidiary ..................................      3,555       3,555

Stockholders' equity:

         Preferred stock ..............................................................         __          __
         Common stock .................................................................        491         486
         Additional paid-in capital ...................................................     31,750      31,440
         Accumulated deficit ..........................................................    (22,355)    (23,124)
                                                                                          --------    --------

                  Total stockholders' equity ..........................................      9,886       8,802
                                                                                          --------    --------

                                                                                          $ 52,839    $ 69,525
                                                                                          ========    ========
                 The accompanying notes are an integral part of
               these condensed consolidated financial statements

                                       3
</TABLE>
<PAGE>          

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

 <TABLE>
<CAPTION>

                                                                 Six Months           Three Months
                                                               Ended June 30,        Ended June 30,
                                                                           
                                                              1997        1996        1997        1996
                                                          --------    --------    --------    --------
                                                               (unaudited)             (unaudited)
<S>                                                           <C>         <C>         <C>         <C>

Revenue ...............................................   $ 47,111    $ 70,591    $ 23,186    $ 32,919

Cost of revenue .......................................     36,288      55,920      17,821      26,257
                                                          --------    --------    --------    --------

         Gross margin .................................     10,823      14,671       5,365       6,662

Operating expenses:

         Sales and marketing ..........................      3,566       4,998       1,783       2,820
         General and administrative ...................      3,132       3,551       1,504       1,807
         Research and development .....................      1,393       2,314         668       1,015
                                                          --------    --------    --------    --------
                  Total operating expenses ............      8,091      10,863       3,955       5,642
                                                          --------    --------    --------    --------
                           Operating income ...........      2,732       3,808       1,410       1,020

Other (income) expense:

         Interest expense, net ........................      1,697       1,934         890         888
         Other ........................................       (109)        262        (104)         53
                                                          --------    --------    --------    --------
                  Total other expense .................      1,588       2,196         786         941
                                                          --------    --------    --------    --------

Income before income taxes and
         discontinued operations ......................      1,144       1,612         624          79

Income tax expense ....................................        127         630         127         220
                                                          --------    --------    --------    --------

Income before discontinued operations .................      1,017         982         497        (141)

Loss from discontinued operations .....................         --      (1,485)         --        (723)
                                                          --------    --------    --------    --------
Net income ............................................      1,017        (503)        497        (864)

Dividend on preferred stock of subsidiary .............        249         248         125         124
                                                          --------    --------    --------    --------

Earnings available for common shareholders ............   $    768    $   (751)   $    372    $   (988)
                                                          ========    ========    ========    ========

Weighted average common shares
outstanding ...........................................     48,731      46,251      48,899      46,575
                                                          ========    ========    ========    ========

Earnings per common share:

         Continuing operations ........................   $   0.02    $   0.02    $   0.01    $  (0.01)
         Discontinued operations ......................   $   0.00    $  (0.03)   $   0.00    $  (0.02)
                                                          --------    --------    --------    --------

Earnings per common share .............................   $   0.02    $  (0.01)   $   0.01    $  (0.03)
                                                          ========    ========    ========    ========

                 The accompanying notes are an integral part of
               these condensed consolidated financial statements

                                       4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                     BOUNDLESS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (dollar amounts in thousands)
                        For the Six Months Ended June 30,


                                                                              1997       1996
                                                                            -------    -------
                                                                                 (unaudited)
<S>                                                                            <C>        <C>

Cash flows from operating activities:

         Net income ....................................................... $ 1,017    $   982

         Adjustments to reconcile net income to net cash provided by
                  (used in) operating activities:

                  Loss from discontinued operations .......................      --     (1,485)
                  Depreciation and amortization ...........................   1,734      1,824
                  Deferred revenues .......................................      15       (535)
                  Provision for doubtful accounts .........................     118       (276)
                  Provision for excess and obsolete inventory .............     618        993
                  Estimated value of compensatory warrants ................      --        161

         Changes in assets and liabilities:

                  Trade accounts receivable ...............................   9,499         30
                  Inventories .............................................   3,171     (3,063)
                  Other assets ............................................  (1,645)       943
                  Accounts payable and accrued expenses ...................  (8,026)     1,437
                                                                            -------    -------

Net cash provided by operating activities .................................   6,501      1,011
                                                                            -------    -------

Cash flows from investing activities:
         Capital expenditures .............................................    (100)    (1,061)
                                                                            -------    -------

Net cash used in investing activities .....................................    (100)    (1,061)
                                                                            -------    -------

Cash flows from financing activities

         Proceeds from issuance of common stock ...........................       2      2,986
         Decrease in short-term debt, net .................................      --        (30)
         Proceeds from debt issuance ......................................   1,513      1,654
         Purchase of treasury stock .......................................      --     (1,305)
         Net change in revolving loan payable .............................  (5,500)     2,000
         Payment on term loan .............................................  (5,698)    (3,470)
         Payments on capital leases .......................................      (9)       (57)
                                                                            -------    -------
Net cash provided by (used in) financing activities .......................  (9,692)     1,778
                                                                            -------    -------
Net increase (decrease) in cash and cash equivalents ......................  (3,291)     1,728

Cash and cash equivalents at beginning of period ..........................   5,213        369
                                                                            -------    -------
Cash and cash equivalents at end of period ................................ $ 1,922    $ 2,097
                                                                            =======    =======


                 The accompanying notes are an integral part of
               these condensed consolidated financial statements

                                        5
</TABLE>

<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  (consisting of only normal  occurring
         accruals)  considered  necessary  for a  fair  presentation  have  been
         included.  Certain prior period amounts in these  financial  statements
         have been  reclassified  to  conform to  current  period  presentation.
         Operating  results for the  three-month  period ended June 30, 1997 are
         not necessarily  indicative of the results that may be expected for the
         year ended  December 31,  1997.  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,
         1996.

2.       Background

         Boundless Corporation (the Company) is engaged, through its subsidiary,
         Boundless   Technologies,    Inc.   (Boundless),   in   designing   and
         manufacturing  computer  terminals  and network  computers 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) Network  Computers  and
         (iii) other  terminal  products that are used in  multi-user,  personal
         computer and mini-computer-based  environments.  The Company receives a
         royalty from 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:


<TABLE>
<CAPTION>

                                                June 30, 1997        December 31, 1996
<S>                                                  <C>                     <C>

Raw materials and purchased components........   $    10,795            $   12,845

Finished goods................................         3,382                 4,942

Demonstration equipment.......................           207                   396

Service parts.................................           352                   342
                                               ---------------        --------------
                                                 $    14,736            $   18,525
                                               ===============        ==============

                                       6
</TABLE>
<PAGE>
4.       Equity

         At June 30, 1997 and December 31, 1996,  stockholders' equity consisted
of the following:
<TABLE>
<CAPTION>

                                                                         June 30, 1997   December 31, 1996
<S>                                                                          <C>                 <C>
Preferred stock, $0.01 par value, 1,000,000 shares                     $          __       $        __
         authorized, none issued....................................

Common stock $0.01 par value, 100,000,000 shares
         authorized, 48,796,000 and 48,572,000 shares issued                                    
         at December 31, 1996 and 1995, respectively................             491               486

Additional paid-in capital..........................................          31,750            31,440

Accumulated deficit.................................................         (22,355)          (23,124)
                                                                     -----------------   ---------------

         Total stockholders' equity.................................   $       9,886       $     8,802
                                                                     =================   ===============
</TABLE>

5.       Financings

Regulation S Offerings
----------------------
The company completed two offerings of securities under Regulation S of
the Securities  Act of 1933 (a  "Regulation S Offering")  subsequent to
December 31, 1996 described below:

          o    In February 1997,  the Company  received gross proceeds of $1,000
               by selling convertible notes, bearing interest at 8%, convertible
               by December 31, 1998 into common stock. As of June 30, 1997, $200
               had been converted into 242,857 common shares.

          o    In March 1997,  the Company  received  gross  proceeds of $400 by
               selling convertible notes, bearing interest at 8%, convertible by
               December  31, 1998 into common  stock.  In  connection  with this
               offering,  the Company issued  warrants to purchase 50,454 shares
               of  common  stock at an  exercise  price  of  $1.375  per  share,
               exercisable through February 28, 2002. These warrants were valued
               at  approximately  $19.  As of  June  30,  1997,  $200  had  been
               converted into 254,532 common shares.

6.       Employee Stock Options Granted

Options to purchase  1,300,000 (of which  1,100,000  replaced  existing
options) and 704,200 shares of common stock of the Company were granted
under the 1995 Incentive  Plan with exercise  prices of $1.03 and $1.00
respectively.   The  options  vest  in  1997  through  2001,   and  are
exercisable through the year 2002.

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.

For the Three and Six Month Period Ending June 30, 1997
-------------------------------------------------------

Revenue - Revenue for the quarter  ended June 30, 1997 was $23,186,  as compared
to $32,919  for the  quarter  ended June 30,  1996.  Year-to-date  revenue  was
$47,111 for 1997 versus $70,591 in 1996.

Sales of the Company's General Display  Terminals  declined from $27,692 for the
quarter ended June 30, 1996 to $20,334 for the quarter ended June 30, 1997;  and
for the six month period revenue declined $17,926 to $39,560. The decline for

                                       7
<PAGE>


the latest quarter is principally  attributable to declines of $3,876 and $4,413
in  sales  to VT  and  Dorio  distributors  and  Digital  Equipment  Corporation
(Digital), respectively, offset by increased sales of $1,414 to IBM. The Digital
Acquisition  agreement  required  Digital to purchase  80,000 units in the first
year.  As a result,  the Company  believes  that the  significant  purchases  by
Digital during the fourth quarter of 1996 to meet this volume  commitment leaves
Digital with  inventory  levels  sufficient  to meet its terminal  needs for the
remainder of 1997. Therefore, 1997 sales of the Company's text terminals are not
expected to reach the levels  achieved in 1996.  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.  Finally,
demand for the  General  Display  Terminals  continues  to decline as  competing
technologies,  including Network Computers,  are gaining market share. For these
reasons,  sales of General Display  Terminals for 1997 are not expected to reach
the levels achieved in 1996.

Based on  independent  research  results,  the Company's  share of the 1996 text
terminal market worldwide,  in the U.S., and in Europe regions increased to 36%,
34% and 43%,  respectively.  As a result,  the  Company  has the second  largest
market share  worldwide and in the U.S., and the largest market share in Europe.
However, this research projects continued decline in the text terminal market.

Sales of X Windows-based Network Graphics Displays declined $802 to $546 for the
quarter  ended June 30, 1997,  from $1,348 for the quarter  ended June 30, 1996.
This decline was anticipated and relates to specific projects  undertaken by NCR
during 1995, and completed during 1996.  Year-to-date  1997 revenue declined 51%
to $2,701 from $5,463 for the comparable  period in 1996.  The Company  believes
that sales of Network  Graphics  Displays  will continue to decline as demand is
satisfied by the more capable Network Computers.

On May 12, 1997, the Company launched a new line of advanced  Network  Computers
comprising both Thin Client devices and network administration software marketed
under  the  trade  names   Viewpoint(R)  TC  and   Viewpoint(R)   Administrator,
respectively.  The company is targeting  the  approximately  35 million users of
Text  Terminals  and X terminals  many of whom are  currently  transitioning  or
intending to  transition to graphical  applications  that include  Windows,  the
Intranet and Java. In addition,  the Company is targeting  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 Viewpoint TC 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  Network  Computer
marketplace.  Finally,  the Company projects that Microsoft's  recent support of
the  thin-client  computing  concept  for  accessing  Windows  applications,  as
employed  by the  Company in its  Viewpoint  TC, will  greatly  increase  market
acceptance for its products.

Revenues  from the  Company's  Network  Computers  are expected to increase
during the third and fourth  quarters with the  availability of new Viewpoint TC
models and Viewpoint  Administrator software. On the basis of the growing demand
for Network  Computers,  the  versatility  of its new  Viewpoint  TC Thin Client
product line, the significant  number of end-user trials of the new products now
in progress and the Company's strong OEM relationships, the Company expects that
significant  orders will be placed and delivered  during the second half of this
year.  Additionally,  Network  Computer  orders  booked in prior  quarters,  and
currently in backlog,  will begin shipping in the third quarter,  including most
of  an  order  for  2,500  units.  Finally,  the  Company  expects  the  growing
international demand for its Network Computers to be a significant factor in its
Network Computer revenues.

Net revenue from the Company's  repairs and spare parts business  decreased 47%,
or $759, from $1,614 for the quarter ended June 30, 1996 to $855 for the quarter
ended June 30,  1997.  The  decline was due to reduced  spares  sales to NCR and
Digital,  resulting from a change in NCR's field support  strategy and inventory
purchasing habits and the overall decline in unit sales to Digital.  For the six
months  ended June 30,  1997,  repairs and spare parts sales were $1,911  versus
$3,534 in 1996. Due to new designs and  engineering  changes  resulting in fewer
components  and  increased  reliability,  the Company does not  anticipate  that
repair and spare parts revenue will meet prior period levels.


                                       8
<PAGE>



GAI Partnership royalties for the quarter ending June 30, 1997, were $419 versus
$1,069 in 1996.  The GAI  Partnership  agreement  provides  for the  payment  of
royalties to the Company as a percentage of partnership revenues, commencing May
1995, as follows:  months 1-12, 12%; months 13-24, 10%; months 25-36, 9%; months
37-48,  8%; and months  49-60,  7%.  Year-to-date  royalties  were $963 for 1997
versus $1,730 in 1996.  Royalties have declined  versus prior periods due to the
continuing decline in price for computer hardware.  The Company anticipates this
trend to continue.

IBM was the most significant customer for the Company's products, accounting for
17% of revenue for the quarter  ended June 30, 1997.  Although  both Digital and
NCR are expected to remain  significant  customers for the  Company's  products,
neither is expected to account for revenues of the Company  comparable  to 1996.
The loss of NCR 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 and six months  ended June 30,  1997
were $5,365  (23% of revenue)  and  $10,823  (23% of revenue)  respectively,  as
compared to gross margin of $6,662 (20% of revenue) and $14,670 (21% of revenue)
for 1996. The decline in gross margin is wholly  attributable  to the decline in
revenue.  The increase in gross margin as a percent of revenue  stems  primarily
from cost reductions and reduced warranty expense for the VT and Dorio products;
offsetting  declines in spare parts margin  resulting from the sale of spares to
Digital  under  a  parts  purchase   agreement   contained  within  the  Digital
Acquisition.

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.  In addition,  sales of the Company's
Network  Computers,  which  carry  margins  greater  than  its  General  Display
Terminals,  are  expected  to  positively  impact the  Company's  gross  margin.
However,  there can be no assurance,  given the recent  introduction of this new
technology, that the Company's Network Computers will improve gross margin.

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 June 30,  1997,  operating
expenses  were $3,955 (17% of revenue),  compared to expenses for 1996 of $5,642
(17% of revenue).  For the six months ended June 30,  1997,  operating  expenses
were $8,091 (17% of  revenue),  compared to expenses for 1996 of $10,863 (15% of
revenue).  As  a  result  of  a  reorganization  of  the  Company,  including  a
reduction-in-force  affecting 130 employees at Boundless and the discontinuation
of operations at OTW, management expects that operating expenses will decline in
1997.

Sales and Marketing Expenses - Sales and marketing expenses decreased 36.8% from
$2,820 (9% of  revenue)  for the  quarter  ended June 30,  1996 to $1,783 (8% of
revenue) for the quarter ended June 30, 1997.  Expenses for the six-month period
were $3,566 in 1997 versus $4,998 in 1996. The decline stems from  reductions in
corporate  advertising,  marketing  consulting,  and  expenses  related  to  the
integration of the VT and Dorio product line into Boundless.

The  Company  promotes  its  products  by  means  of a  balanced  mix  of  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  Viewpoint  TC Network
Computers.  The  Company  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 third and fourth quarters.

General  and  Administrative  Expenses  - General  and  administrative  expenses
decreased  from $1,807 (5% of revenue),  to $1,504 (6% of revenue) for the three
months  ended June 30, 1996 and 1997,  respectively.  Year-to-date  expenses for
1997 were $3,132 as compared to 1996 expenses of $3,551. The decline is a result
of the reduction-in-force,  previously discussed, as well as reductions in legal
and accounting fees.


                                       9
<PAGE>


Research and Development  Expenses - Research and  development  expenses for the
second quarter  decreased 34% from $1,015 in 1996 to $668 in 1997.  Research and
development expenses for the six months ended June 30, 1997 were $1,393 compared
to $2,314 for 1996. The decline stems from the reduction-in-force, including the
shutdown  of the  Company's  Orlando,  Florida,  facility,  as well as  expenses
incurred during 1996 to integrate the VT and Dorio product into Boundless.

Other  Charges - Other  expenses  for the quarter  ended June 30, 1997 were $786
compared to $941 for the  comparable  period in 1996.  Other charges for the six
months ended June 30, 1997 were $1,588 versus $2,196 in 1996.  Interest  expense
(net of interest  income)  amounted to $890 for the quarter  ended June 30, 1997
compared to $888 for 1996.

Income  Tax  Expense - There is no  provision  for income  tax  expense  for the
quarter ended June 30, 1997 due to net operating loss carry  forwards  available
resulting from the discontinuation of operations at OTW.

Loss From Discontinued  Operations - The Company recorded a loss relating to the
discontinuation  of OTW of $723 and $1,485  for the three and six  months  ended
June 30, 1996, respectively.  Since commencing business in 1995 OTW incurred net
losses; and consumed significant amounts of cash. The discontinuation of OTW was
a material component of the Company's  restructuring  program and is intended to
allow the Company to focus on its core businesses conducted by Boundless.

Net Income - For the  quarter  ended June 30,  1997,  net income was $497 (2% of
revenue), compared to net loss of $864 for the quarter ended June 30, 1996. 1997
year-to-date  net income was $1,017 (2% of revenue) as compared to a net loss of
$503 in 1996.  Despite an  anticipated  decline in revenues in 1997, the Company
believes  that it will be  profitable  in 1997 as a result of its  restructuring
programs and introduction of its Network Computers.

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  June  30,  1997,  the  Company  had  negative  working  capital  of  $59.
Historically,   the  Company  has  relied  on  cashflow  from  operations,  bank
borrowings and sales of its common stock to finance its working capital, capital
expenditures and  acquisitions.  As a result of positive cash flows, the Company
has not borrowed under its revolving credit facility since the fourth quarter of
1996; and has paid ahead $2,318 against its term loan obligations.

The Company is highly leveraged. As of June 30, 1997, the Company had a negative
tangible net worth of $1,367 and total  liabilities  of $42,953.  The  Company's
cash  requirements at June 30, 1997 included  repayment of the remaining balance
of  $7,682,  plus  interest,  of the term loan in five  quarterly  installments;
repayment of a revolving  loan of $8,450,  plus  interest,  due September  1998;
payment of an $8,000 note,  plus  interest,  payable to NCR on January 31, 1999;
payment of $3,555 to NCR if it  exercises a put option at any time in 1999;  and
annual payments to NCR of $498 in cash or the Company's Common Stock.

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  $7,500 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
the Company's sales decline.

                                       10
<PAGE>


With the exception  that the Company will be required to refinance the NCR Note,
which is secured by a  mortgage  on the  Company's  Hauppauge  facility,  by its
January  31,  1999 due date,  the  Company  believes  that cash  generated  from
operations  and available  under the Chase Credit Line will be sufficient to pay
its other obligations as they become due. In the event there is a decline in the
Company's sales and earnings  and/or a decrease in availability  under the Chase
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.

Net cash provided by operating activities for the six months ended June 30, 1997
was $6,501; due principally to reductions in receivables of $9,499 and inventory
of $3,171.  These reductions were partially offset by a decrease in payables and
accrued expenses of $8,026. Net cash used in investing  activities was comprised
of  capital  expenditures  of $100. Net cash used in  financing  activities  was
$9,692,  including  payments  of $5,698 and $5,500 made to reduce the balance of
the Company's  term and  revolving  loans,  respectively;  offset by proceeds of
$1,513 from the issuance of convertible debt.

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," and "expect," 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 ]0-K for the year ended  December  31,  1996.
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.

NEW ACCOUNTING STANDARDS

In March 1997, the FASB issued Statement 128,  "Earnings Per Share"  ("Statement
128"), which requires a calculation of "Basic" and "Diluted" earnings per share.
Basic  earnings  per share  include no  dilution.  The  Company  does not expect
Statement 128 to have a significant  impact on its  calculation  of earnings per
share.

                          PART II - OTHER INFORMATION


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

On April 2, 1997,  shareholders  representing  26,439,380 shares  (approximately
52.9%) of the 50,016,629  shares of the Company's Common Stock,  outstanding and
in escrow pending conversion,  consented in writing to amending the Registrant's
certificate of incorporation as follows:

o    to increase the total number of shares of Common Stock which the Registrant
     has authority to issue from 60,000,000 to 100,000,000; and

o    to change the name of the Company from  SunRiver  Corporation  to Boundless
     Corporation.

An  Information  Statement  relating to the foregoing was  distributed on May 5,
1997 to  stockholders  of record as of April 9, 1997,  as required by Regulation
14C  under  the  Securities  Exchange  Act of 1934,  and the  amendments  became
effective May 27, 1997.

Item 5.  Other Information


                                       11
<PAGE>


Effective  May 1997,  Mr.  Robert James  resigned as  President  and CEO of
Boundless  Technologies,  Inc.  Effective  June  30,  1997 Mr.  Wayne  Schroeder
resigned as Director and Secretary of the Company.  He remains as Vice President
- Finance and Chief Financial Officer.

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

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 June 30, 1997.

(b) Reports on Form 8-K - None

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: August 14, 1997





Boundless Corporation

By:      /s/Wayne Schroeder

_______________________________________
Wayne Schroeder
Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)