U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

(Mark One)

         [X]      Quarterly Report under Section 13 or 15(d) of the Securities
                  Exchange Act of 1934

         For the quarter period ended June 30, 2000

         [ ]      Transition Report Pursuant to Section 13 or 15(d) of the
                  Exchange Act

         For the transition period from _________ to _________

         Commission File number 0-16449

                          OMNIS TECHNOLOGY CORPORATION

             (Exact name of registrant as specified in its charter)

          Delaware                                        94-3046892
 (State of incorporation)                      (IRS Employer Identification No.)

                         981 Industrial Road, Building B
                              San Carlos, CA 94070
                    (Address of principal executive offices)


                                 (650) 632-7100
                         (Registrant's telephone number)

Check  whether  the issuer:  (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 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 18, 2000, there were 10,237,077 shares of registrant's  Common Stock,
$.10 par value, outstanding.


<PAGE>

                  OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                      INDEX

                          PART I. FINANCIAL INFORMATION
                                                                        Page No.

Item 1.  Financial Statements:

         Condensed Consolidated Balance Sheets -
         June 30, 2000 and March 31, 2000                                     3

         Condensed Consolidated Statements of Operations -
         Three Months ended June 30, 2000 and 1999                            4

         Condensed Consolidated Statements of Cash Flows -
         Three Months ended June 30, 2000 and 1999                            5

         Notes to Condensed Consolidated Financial Statements                 6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                  8

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   20

Item 2.  Changes in Securities                                               20

Item 3.  Defaults upon Senior Securities                                     21

Item 4.  Submission of Matters to a Vote of Security Holders                 21

Item 5.  Other Information                                                   21

Item 6.  Exhibits and Reports on Form 8-K                                    21

         Signatures                                                          22


                                       2

<PAGE>


                                            PART I. FINANCIAL INFORMATION

ITEM 1.   Financial Statements
<TABLE>
                                    OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                        ASSETS
<CAPTION>
                                                                             June 30, 2000             March 31, 2000
                                                                             -------------             --------------
                                                                               (Unaudited)
<S>                                                                           <C>                        <C>
Current assets:
         Cash and cash equivalents                                            $    762,000               $  1,238,000
         Trade accounts receivable, less allowance for
              doubtful accounts and returns of $114,375 and
              $179,279 at June 30 and March 31,
               respectively                                                        742,000                    594,000
         Inventory                                                                  20,000                     26,000
         Other current assets                                                      962,000                    397,000
                                                                               -----------                -----------
                           Total current assets                                  2,486,000                  2,255,000
                                                                               -----------                -----------

Property, furniture and equipment, net                                             993,000                    923,000
Intangibles                                                                      1,040,000                       --
                                                                               -----------

                           Total assets                                       $  4,519,000                 $3,178,000
                                                                               ===========                ===========

                                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
         Note payable                                                         $     10,000               $     56,000
         Note payable to stockholder                                             3,083,000                  2,028,000
         Accounts payable                                                          401,000                    460,000
         Accrued liabilities                                                     1,732,000                    591,000
         Deferred revenue                                                          251,000                    206,000
                                                                               -----------                -----------
                  Total current liabilities                                      5,477,000                  3,341,000
                                                                               -----------                -----------
         Long-term debt                                                                --                         --
                  Total liabilities                                              5,477,000                  3,341,000
                                                                               -----------                -----------

Stockholders' equity:
         Preferred stock                                                           300,000                    300,000
         Common stock                                                            1,024,000                  1,004,000
         Paid-in capital                                                        51,315,000                 50,374,000
         Deferred compensation                                                  (1,776,000)                (2,045,000)
         Accumulated deficit                                                   (52,056,000)               (50,082,000)
         Accumulated other comprehensive income                                    235,000                    286,000
                                                                               -----------                -----------
                  Total stockholders' deficiency                                  (958,000)                  (163,000)
                                                                               -----------                -----------

                  Total liabilities and stockholders' equity                  $  4,519,000               $  3,178,000
                                                                               ===========                ===========

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
                                                          3

<PAGE>

<TABLE>
                        OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (UNAUDITED)

<CAPTION>

                                                                     Three Months Ended
                                                                          June 30,
                                                                ----------------------------
                                                                    2000              1999
                                                                -----------      -----------
<S>                                                            <C>              <C>
           Net revenues:
                   Products                                    $    814,000     $  1,104,000
                   Services                                         172,000          267,000
                                                                -----------      -----------
                   Total net revenues                               986,000        1,371,000

           Costs of Sales:
                   Cost of product revenues                          34,000           41,000
                   Cost of service revenues                         231,000           54,000
                                                                -----------      -----------
                   Total cost of sales                              265,000           95,000
                                                                -----------      -----------
                   Gross profit                                     721,000        1,276,000

           Operating Expenses:
                   Sales and marketing                            1,365,000          530,000
                   Research and development                         580,000          385,000
                   General and administrative                       706,000          243,000
                                                                -----------      -----------

                   Total operating expenses                       2,651,000        1,158,000
                                                                -----------      -----------

           Operating income (loss)                               (1,930,000)         118,000
                                                                -----------      -----------

           Other income (expense):
                   Interest income                                   16,000            3,000
                   Interest expense and other, net                  (61,000)          (6,000)
                                                                -----------      -----------
                                                                    (45,000)          (3,000)
                                                                -----------      -----------

Income (loss) before income taxes                                (1,975,000)         115,000

Income tax expense                                                   (1,000)           4,000
                                                                -----------      -----------


                   Net income (loss)                           $ (1,974,000)    $    111,000
                                                                ===========      ===========

Basic Net income (loss) per share                              $      (0.19)    $       0.01

Weighted average number of common shares outstanding             10,124,026        9,679,829

Diluted net income (loss) per share                            $      (0.19)    $       0.01

Fully diluted number of common shares outstanding                11,764,999       10,170,940
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

                                             4

<PAGE>

<TABLE>
                                 OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (UNAUDITED)
<CAPTION>

                                                                                       Three Months Ended
                                                                                            June 30,
                                                                                       ------------------
                                                                                      2000             1999
                                                                                      ----             ----
<S>                                                                               <C>               <C>
Cash flows from operating activities:
         Net income (loss)                                                        $(1,974,000)      $ 111,000
         Adjustments to reconcile net income (loss) to net cash
              used by operating activities:
                  Depreciation and amortization expense                                99,000          79,000
                  Non cash compensation                                               269,000           --
                  Legal fees capitalized to stock issuance costs                        --            (29,000)
                  Change in assets and liabilities:
                           Trade accounts receivable                                 (148,000)        (21,000)
                           Inventory                                                    6,000           --
                           Other current assets                                      (565,000)        274,000
                           Accounts payable and accrued liabilities                 1,083,000        (133,000)
                           Deferred revenues                                           44,000         (14,000)
                                                                                   ----------        --------

                           Net cash provided by (used for) operating activities    (1,186,000)        267,000
                                                                                   ----------        --------

Cash flows from investing activities:
         Purchases of property, furniture and equipment                              (178,000)        (42,000)
         Acquisition of software assets                                            (1,040,000)
         Proceeds from sale of fixed assets                                             --              1,000
                                                                                   ----------        --------

              Net cash used by investing activities                                (1,218,000)        (41,000)
                                                                                   ----------        --------

Cash flows from financing activities:
         Exercise of stock options                                                     61,000           --
         Net proceeds from common stock issuance                                      900,000           --
         Proceeds from stockholder note                                             1,055,000           --
         Repayments of debt                                                           (47,000)        (45,000)
                                                                                   ----------        --------

              Net cash provided by (used for) financing activities                  1,969,000         (45,000)
                                                                                   ----------        --------

Effect of exchange rate changes on cash                                               (41,000)        (21,000)
                                                                                   ----------        --------

Net increase (decrease) in cash and cash equivalents                                 (476,000)        161,000
Cash and cash equivalents at beginning of period                                    1,238,000         271,000
                                                                                   ----------        --------

Cash and cash equivalents at end of period                                        $   762,000       $ 432,000
                                                                                   ==========        ========
</TABLE>

                                                      5

<PAGE>

                  OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   The  unaudited   financial   information   furnished  herein  reflects  all
     adjustments,  consisting  only of  normal  recurring  items,  which  in the
     opinion of management are necessary to fairly state the Company's financial
     position,  the results of its  operations  and the changes in its financial
     position for the periods  presented.  These financial  statements should be
     read in conjunction with the Company's audited financial statements for the
     year ended March 31, 2000.  The results of operations  for the period ended
     June 30, 2000 are not necessarily  indicative of results to be expected for
     any other interim period or the fiscal year ending March 31, 2001.

2.   The Company has adopted  Statement of Financial  Accounting  Standards  No.
     128, "Earnings per Share" (SFAS 128). SFAS 128 requires a dual presentation
     of basic and diluted EPS.  Basic EPS  excludes  dilution and is computed by
     dividing  net  income  (loss) by the  weighted  average  of  common  shares
     outstanding  for the period.  Diluted EPS reflects the  potential  dilution
     that could  occur if  securities  and other  contracts  to issue stock were
     exercised  or  converted  into  common  stock,  unless  the  effect of such
     securities would be anti-dilutive.

3.   Compass Litigation.  In March 1998 the Company was sued by Compass Software
     ("Compass")  in the  Federal  District  Court for the  Eastern  District of
     Washington  claiming  damages  in the  range  of $2  Million  for  software
     copyright  infringement  and related  claims.  The Company  obtained a full
     dismissal of that case with  prejudice on November 29, 1999,  and no appeal
     was filed by Compass within the time allowed by law.

     In this  connection  the Company  previously  had sued  Compass in 1994 for
     illegally infringing and distributing the Company's software products. This
     matter was settled with an agreement that Compass would pay certain amounts
     and would not make illegal copies of the Company's  software in the future.
     Compass  failed to pay the  promised  amounts  when due.  The Company  then
     obtained a judgment for breach of contract against Compass.  As part of its
     efforts to enforce its judgment against Compass, the Company purchased,  at
     a judgment lien sale, certain intangible  property of Compass including the
     rights to the 1998 infringement suit brought by Compass ("Execution Sale").
     Compass  then  requested  the  applicable  trial  court  to set  aside  the
     Execution  Sale.  The trial  court  granted  the  request  and the  Company
     appealed the judgment.  The court of appeal  subsequently ruled in favor of
     the Company and directed the trial court to determine the amount of fees to
     be awarded to the Company.  That amount had not been  determined as of June
     30, 2000.

     The Company also filed a second lawsuit against Compass alleging additional
     acts of infringement  for periods after 1994. A trial was conducted in this
     case before Judge Barbara J. Rothstein of the United States  District Court
     for the Western  District of  Washington.  On July 25,  2000,  the District
     Court ruled that Compass reproduced and distributed  unauthorized copies of
     Omnis  Software  using  duplicates of existing  serial  numbers.  The Court
     awarded statutory damages to Omnis in the amount of approximately  $150,000
     in addition to injunctive relief and attorney fees from Compass.  It is not
     known at this time whether or not Compass will appeal this judgement.

     BTN-  Germany   Litigation.   The  Company   entered  into  a  professional
     development  services  agreement  with BTN  Versandhandel  GmbH  ("BTN") of
     Leiferde, Germany for the development of an Omnis application.  The Company
     developed and delivered a version of the  application to BTN. BTN failed to
     pay the Company as agreed, claiming there were flaws in the application and
     the project  was  suspended  by the Company  awaiting  their  payment.  BTN
     commenced legal action against the Company in Germany  claiming  damages of
     approximately   DM250,000   for  failure  to  perform  under  the  services
     agreement.  The Company has countersued BTN claiming the balance owed under
     the contract of approximately  DM60,000.  The Company is defending  against
     the BTN claim and is pursuing its counterclaim against BTN.

                                        6

<PAGE>


OMNIS TECHNOLOGY CORPORATION AND SUBSIDIARIES

     This report on Form 10-QSB includes a number of forward-looking  statements
that  reflect  the  Company's  current  view with  respect to future  events and
financial performance.  These forward-looking  statements are subject to certain
risks and uncertainties,  including those discussed in "Management's  Discussion
and  Analysis  of  Financial  Condition  and  Results  of  Operations,"  and the
Company's  actual results may differ  materially  from historical or anticipated
results.  The Company  operates in one segment,  the  developing,  marketing and
supporting of software products;  however, the Company manages its businesses in
two  geographical  locations:  North  America and Europe.  The  following  table
presents  information  concerning  the  Company's  North  American  and European
operations.

<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                     June 30
                                                                ----------------------------------------------

                                                                       2000                         1999
                                                                ------------------            ----------------
<S>                                                                 <C>                          <C>
Revenue by geographic region (1):
         Revenue from North America                                 $   438,000                  $  519,000
         Revenue from Europe                                            548,000                     852,000

         Total                                                         $986,000                  $1,371,000

Operating income (loss) by geographic region (1):
         North America                                              $(1,613,000)                 $  114,000
         Europe                                                        (317,000)                      4,000

         Total                                                      $(1,930,000)                 $  118,000
<FN>
(1)  Revenues are broken out geographically by ship from location.
</FN>
</TABLE>

COMPREHENSIVE INCOME (LOSS)

Comprehensive  income includes changes in the balance of items that are reported
directly  in a  separate  component  of  stockholders'  equity on the  condensed
consolidated  balance sheets.  The  reconciliation  of net loss to comprehensive
loss is as follows:


                                       7

<PAGE>

                                                 Three Months Ended
                                                       June 30
                                       -----------------------------------------

                                              2000                    1999

Net income (loss):                        $(1,974,000)            $  111,000
Other comprehensive (loss) gain
       Foreign currency translation
       adjustments                            (50,000)               (37,000)

Total comprehensive income (loss)          (2,024,000)                74,000

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

         This  Item 2, as well as  other  portions  of this  document,  includes
certain  forward-looking  statements  about the  Company's  business,  revenues,
expenditures   and   operating   and   capital   requirements.    In   addition,
forward-looking statements may be included in various other Company documents to
be issued  concurrently or in the future and in oral or other statements made by
representatives  of the  Company  to  investors  and  others  from time to time.
Forward-looking  statements  are subject to risks and  uncertainties  that could
cause actual results to differ  materially  from predicted  results.  Such risks
include, among others

         -  the Company's liquidity,

         -  significant variability in operating results,  including variability
            in product revenues and gross margins,

         -  fluctuating demand for new and established products,

         -  dependence on development of new products,

         -  increasing expenses for marketing and development of new products,

         -  historical lack of profitability,

         -  rapid  technological  change that affects the ability of the Company
            to respond to customer or market demands,

         -  risks associated with global operations,

         -  the continued and future acceptance of the Company's products,

         -  the rate of growth in the industries of the Company's products,


                                       8

<PAGE>

         -  the presence of competitors  with greater  technical,  marketing and
            financials resources, and

         -  the ability of the Company to successfully expand its operations.

Any of such  statements and this discussion  should be read in conjunction  with
the  discussion  of "Risk  Factors"  in this  Item 2 and the  Company's  audited
consolidated financial statements,  including the notes thereto, included in its
annual report for the fiscal year ended March 31, 2000,  on Form 10-KSB/A  filed
with the Commission on July 31, 2000.

OVERVIEW

         The  Company,  through its  domestic  and  international  subsidiaries,
develops  and  markets  software  application   development  tools  and  related
technical  services.  Its main  products  are the OMNIS  7(3)(TM)  client/server
application  development  software group of products,  ("Classic")  and the more
advanced OMNIS  Studio(TM)(1)  rapid  application  development  (RAD) tools. The
Company markets its products via direct telemarketing,  direct corporate outside
sales force and through its indirect channel consisting of VAR's,  Distributors,
and OEM relationships.

         The Company  has  operated at a loss for the last  several  years.  The
Company's new management team has taken steps to improve the Company's  business
prospects through:  (i) more targeted marketing of its products;  (ii) increased
investment in  infrastructure;  and (iii)  improving  operational  systems.  The
Company  reduced cash used in operations  from $2,514,000 in fiscal year 1999 to
$849,000  in fiscal  year  2000.  The  Company  had  negative  cash flow used by
operating  activities  of  $1,186,000  in the three  months  ended June 30, 2000
compared to positive cash flow provided from operating activities of $267,000 in
the three  months  ended June 30, 1999 and had a net loss of  $1,974,000  in the
three  months ended June 30,  2000.  There can be no assurance  that the Company
will be able to attain profitability in the near future or thereafter.

         While the Company is presently seeking additional financing,  there can
be no assurance that the Company will be able to raise additional capital at any
time in the future on commercially  reasonable  terms, or at all. If the Company
is unsuccessful in raising capital when needed, the Company could be required to
cease operations.

BUSINESS STRATEGY

         The Company's  product  development  strategy is to continue to develop
sophisticated  application  development  tools  to  enable  businesses  to build
mission-critical software applications which have the following characteristics:


--------
1 OMNIS is a registered  trademark of OMNIS Software  Limited.  OMNIS Studio and
OMNIS  7 and  OMNIS  Studio  Web  Client  are  trademarks  of  OMNIS  Technology
Corporation. All other products or service names mentioned herein are trademarks
of their respective owners.


                                        9

<PAGE>

         --Provide  integration  with  existing  systems  and  execute  across a
         variety of  platforms  and  databases.

         --Allow the  extension of the  Client/Server  model across the Internet
         into the ASP and emerging WAP markets.

         --Deliver superior  object-oriented  functionality at a lower cost than
         any of its  competitors.

         --Enable its customers to provide  solutions  faster than the Company's
         competitors.

         --Encourage the development of reusable  program  components and reduce
         the cost of solution delivery.

         The  Company's  growth  strategy  is  focused on  continuing  to garner
revenue from its  existing  customer  base,  reconnecting  with prior  corporate
customers and at the same time  attracting a large number of new customers.  The
Company has a loyal core group of software  developers  among its customer base,
many of whom have used the  Company's  products  for  several  years and who are
interested in expanding the number of applications which are developed using the
Company's  products.  In order  to  capitalize  on the  commitment  of  existing
customers as well as introducing  OMNIS Studio to new developers the Company has
implemented the following:

         o  In recognition  of the  importance of the initial user  installation
            experience Omnis has significantly improved the ease of installation
            by  providing a more  intuitive  interface  and by creating  Wizards
            (such  as our  "Application  Builder")  to  illustrate  how  quickly
            meaningful applications can be created.

         o  The sales price of an OMNIS Studio  developers  kit has been reduced
            to eliminate cost as a barrier to product adoption. Omnis now offers
            a range of support  programs  coupled with moderate  runtime license
            fees.   These  support   programs  are  designed  to  give  existing
            developers a defined  path to migrate  from our Classic  products to
            OMNIS Studio and to provide new  developers  with the help they need
            to become productive Omnis programmers as quickly as possible.

         o  A complete  Website  redesign  to allow for  downloading  evaluation
            versions of OMNIS as well as an on-line store  allowing the purchase
            of  development  kits  directly  from our  Website.  In addition the
            Company provides enhanced web-based  functionality for our developer
            community  as well as an  on-line  database  of  solutions  that our
            developers offer potential customers.

         o  A tactical marketing effort which emphasizes  efficient  advertising
            in targeted  developer  communities  and  attendance at  appropriate
            trade  shows.  This  provides  the  Company  with  exposure  to  the
            potential  customer  base and,  combined with leads  generated  from
            downloads  at our  website,  provides a database of sales leads that
            our  inside  sales team can  pursue.  The North  American  team also
            prequalifies  corporate  opportunities for appropriate  follow-up by
            our North American  technical  sales team. The Company  believes its
            OMNIS  Studio  products are easy to use and easy to learn and enable
            developers to assemble their  applications with  drag-and-drop  ease
            via an elegant and intuitive user  interface.  The Company  believes
            that the practical and


                                       10

<PAGE>

            visual  interface of OMNIS Studio,  along with its component and web
            integration,  allows developers from many different  backgrounds and
            skill  levels to build more types of  applications  more quickly and
            less expensively by following common rules for assembly.

         The license fees for OMNIS  Studio  Developer  Kits were  substantially
reduced in fiscal  year 2000 and  generally  have a United  States list price of
$149. The Company has shifted its revenue model to a support-based program, with
a variety of supported developer programs.

         The Company has also instituted  special support programs for the North
American market:

         o  Incubator  Partner  Program - The  Incubator  Program is designed to
            attract new  developers  and to provide a migration path for Classic
            developers to transition  their  applications to OMNIS Studio.  This
            program provides North American technical voice support,  subsidized
            training  and,  upon  completion  of  training,  subsidized  runtime
            licenses for  applications  which are developed  within the first 12
            months of  participation  in the  program.  In addition  the program
            provides access to the Omnis Developer  Portal where  developers can
            share  information,  code snippets and where additional  wizards are
            provided as a part of the program.

         o  Preferred  Partner  Program:  Incubator  "graduates" and established
            Studio  developers can participate in the Preferred Program offering
            many of the same benefits of the Incubator  Programs with additional
            functionality. In particular, Preferred Partners have access to more
            robust OMNIS Studio enhancements and externals,  appropriate for the
            more experienced user.

         OMNIS Studio  applications  can be deployed  with data access  services
through  the  Omnis  Proprietary   database   (generally  suitable  for  smaller
departmental  applications)  or configured  with data access services to leading
databases(e.g.,  DB2,  Oracle,  Sybase and Informix).  When customers  deploy an
application a deployment license is required for each end-user.  The global list
prices  for the  database  deployment  licenses  of OMNIS  Studio,  depend  upon
quantities purchased and the distribution channel used.

                                       11

<PAGE>


RESULTS OF  OPERATIONS  FOR THE THREE MONTHS  ENDED JUNE 30, 2000,  AND JUNE 30,
1999

REVENUES

     Total net revenues for the three months ended June 30, 2000, were $986,000,
representing a decrease of 28.1% as compared to total net revenues of $1,371,000
for the three months ended June 30, 1999.  This decrease is due primarily to the
reduction  in  selling   price  of   development   kits  and  runtimes  and  the
repositioning of the OMNIS Studio product line.

     Product revenues  decreased during the three months ended June 30, 2000, to
$814,000 from  $1,104,000 in the three months ended June 30, 1999. This decrease
is due to a reduction in sales price of OMNIS Studio development kit and license
fees to motivate  existing  customers to upgrade from Omnis 7 as well as attract
new developers.

     Service  revenues for the three months ended June 30, 2000 decreased  35.6%
to $172,000 from $267,000 for the three months ended June 30, 1999. The majority
of this  decrease is due to the Company's  decision to phase out its  consulting
offerings.  Maintenance revenue, which primarily consists of email and telephone
support to the Company's customers,  decreased slightly during the period ending
June 30, 2000,  due to the decrease in the annual  support fee being  charged to
customers.

COST OF SALES

     Cost of product  revenues is  comprised  of direct  costs  associated  with
software product sales including software packaging, documentation, and physical
media  costs.  Cost  of  service  revenues  is  comprised  of  customer  support
(maintenance)  expenses,   including  technical  support  salaries  and  related
expenses,  and  consulting  related  costs,  including  consultant  salaries and
related costs incurred in delivering customer consulting and training services.

     Cost of product  revenues as a  percentage  of product  revenues  increased
slightly  from 3.7% in the three months ended June 30, 1999 to 4.2% in the three
months ended June 30, 2000 as a direct  result of the decrease in average  sales
price of the Company's products.

     Cost of service revenues increased as a percentage of service revenues from
20% in the three months  ended June 30, 1999,  to 134% in the three months ended
June  30,  2000.  This  is due  to  the  establishment  of a  technical  support
department  in the US this year that offers real time  telephone  support to its
North American customers.  Previously, only email support was available from the
engineering office in the United Kingdom.

SALES AND MARKETING EXPENSE

     Sales and marketing  expenses  increased to $1,365,000 for the three months
ended June 30, 2000 as compared to $530,000  for the three months ended June 30,
1999.  The  increase  in sales  and  marketing  expenses  was  primarily  due to
increases   in  targeted   advertising,   direct  mail   programs,   trade  show
participation and strategic marketing programs with partners.

RESEARCH AND DEVELOPMENT EXPENSE

     Research and  development  costs increased to $580,000 for the three months
ended June 30, 2000, as compared to $385,000 for the three months ended June 30,
1999,  primarily  due to an increase of staff at its  Research  and  Development
Center in the United Kingdom. The Company continues to invest in the development
of its newer product line, OMNIS Studio,  aimed at sales  opportunities that the
Company believes will expand its installed base of customers.

GENERAL AND ADMINISTRATIVE EXPENSE

     General and  administrative  expenses  increased  to $706,000 for the three
months ended June 30,  2000,  as compared to $243,000 for the three months ended
June 30,  1999.  General and  administrative  expense for the three months ended
June 30,2000  included   the  recognition  of



                                       12
<PAGE>




non-cash  compensation  expense of $269,000  that  resulted from the issuance of
certain  options at below fair market  value.  This  increase was also due to an
increase in headcount.

OTHER INCOME (EXPENSE)

     Other income (expense) is comprised  primarily of interest income earned on
cash and cash  equivalents,  interest  expense,  and any gain or loss on foreign
currency transactions. Interest income increased to $16,000 for the three months
ended June 30,  2000,  from  $3,000 for the three  months  ended June 30,  1999,
primarily due to higher average balances of cash and cash equivalents.  Interest
expense  increased to $61,000 for the three  months  ended June 30,  2000,  from
$6,000  for the three  months  ended  June 30,  1999  primarily  due to the $3.0
million promissory note obtained from a significant stockholder.

PROPERTIES

     The  Company  leases  3,800  square  feet of  office  space in San  Carlos,
California  pursuant  to a lease  which  expires on August 31, 2000 and has base
monthly rent of $7,706.

     The  Company  owns  property  in the United  Kingdom  which it uses for its
research and development  activities.  The Company also leases 1,300 square feet
of office  space  for its  European  sales  headquarters  office  in  Harefield,
England.  The lease, which expires on June 23, 2002, has monthly rental payments
of $3,141 plus $477 for common area  maintenance.  Until March 2000, the Company
leased 2,370 square feet of office space  (formerly  its London sales office) in
London, England. The lease had monthly rental payments of $3,820. Until December
1999,  the Company sublet all of the London office space for which it received a
rental of $3,820 per  month,  plus 100  percent  reimbursement  for common  area
maintenance.  The sublease  terminated  on December  25, 1999.  The Company then
negotiated a  termination  of this lease in March 2000. A premium of $76,523 had
to be paid in  order  to  avoid  any  future  contractual  liability,  of  which
approximately  $15,000 is expected to be reclaimed  from the leasees for repairs
and renovations.

     The Company leases property in Germany which it uses as a sales office. The
space is 457 square meters and has monthly rental payments of $21,470. The lease
will expire May 14, 2007,  with a Company  option to terminate  the lease in May
2002.

     The  Company  believes  that  these  facilities  are  adequate  to meet its
requirements for fiscal year 2001.

RISK FACTORS

     QUARTERLY FLUCTUATIONS.

     The Company has experienced significant quarterly fluctuations in operating
results and anticipates such  fluctuations in the future.  The Company generally
ships orders as received  and, as a result,  typically has little or no backlog.
Quarterly  revenues and operating results,  therefore,  depend on the volume and
timing of orders received  during the quarter,  which are difficult to forecast.
Furthermore,  the Company has  typically  sold to large  corporate  enterprises,
significant


                                       13

<PAGE>

partners, and distributors which often purchase in significant  quantities,  and
therefore,  the timing of the  receipt of such orders  could  cause  significant
fluctuations  in  operating  results.   Historically,   the  Company  has  often
recognized a  substantial  portion of its license  revenues in the last month of
the quarter.  Operating  results may also  fluctuate  due to factors such as the
demand  for the  Company's  products,  the size and timing of  customer  orders,
changes in the proportion of revenues attributable to licenses and service fees,
commencement  or  conclusion  of  significant  consulting  projects,  changes in
pricing  policies by the Company or its  competitors,  the number,  timing,  and
significance  of  product  enhancements  and new  product  announcements  by the
Company and its competitors,  the ability of the Company to develop,  introduce,
and market new and  enhanced  versions  of the  Company's  products  on a timely
basis,  changes in the level of  operating  expenses,  changes in the  Company's
sales  incentive  plans,  budgeting  cycles  of its  customers,  customer  order
deferrals in anticipation of enhancements or new products offered by the Company
or its competitors,  nonrenewal of maintenance agreements,  product life cycles,
software bugs and other product quality problems,  personnel changes, changes in
the Company's strategy,  the level of international  expansion,  seasonal trends
and general domestic and international economic and political conditions,  among
others. Accordingly,  the Company believes that period-to-period  comparisons of
its operating  results are not  necessarily  meaningful and should not be relied
upon as indications of future performance.

     EXPENSE LEVELS.

     The  Company's  expense  levels  are based,  in  significant  part,  on the
Company's  expectations as to future revenues and are therefore relatively fixed
in the short  term.  If revenue  levels fall below  expectations,  net income is
likely to be  disproportionately  adversely  affected because a  proportionately
smaller amount of the Company's expenses vary with its revenues. There can be no
assurance that the Company will be able to achieve  profitability on a quarterly
or annual basis in the future.  Due to all the foregoing  factors,  it is likely
that in some future  quarter the Company's  operating  results will be below the
expectations of public market analysts and investors.  In such event,  the price
of the Company's Common Stock would likely be materially adversely affected.

     FUTURE OPERATING RESULTS.

     The  Company's  future  operating  results will depend,  to a  considerable
extent,  on its ability to rapidly and  continuously  develop new products  that
offer its customers enhanced performance at competitive prices. Inherent in this
process  are a number  of  risks.  The  development  of new,  enhanced  software
products is a complex and uncertain  process requiring high levels of innovation
from the Company's  designers as well as accurate  anticipation  of customer and
technical trends by the marketing staff.

     The Company's  operating results will also be affected by the volume,  mix,
and  timing  of  orders  received  during  a  period  and by  conditions  in the
industries  that it serves as well as the  general  economy.  Additionally,  the
Company  operates on a global basis with offices or distributors in Europe,  and
Asia, as well as North America.  Changes in the economies,  trade policies,  and
fluctuations  in  interest  or  exchange  rates may have an impact on its future
financial


                                       14

<PAGE>

results.  Also, as the Company  continues to operate more globally,  seasonality
may become an increasing factor in its financial performance.

     The Company's products are typically used to develop  applications that are
critical to a corporate  customer's  business and the purchase of the  Company's
products is often part of a customer's  larger business  process,  reengineering
initiative,  or  implementation  of client/server or web-based  computing.  As a
result,  the license  and  implementation  of the  Company's  software  products
generally  involves  a  significant   commitment  of  management  attention  and
resources by prospective customers.  Accordingly, the Company's sales process is
often subject to delays  associated with a long approval  process that typically
accompanies significant initiatives or capital expenditures. For these and other
reasons,  the sales cycle associated with the license of the Company's  products
is often  lengthy and subject to a number of  significant  delays over which the
Company has little or no  control.  There can be no  assurance  that the Company
will not experience these and additional  delays in the future.  Therefore,  the
Company  believes  that its  quarterly  operating  results  are  likely  to vary
significantly in the future.

     The development and introduction of new or enhanced  products also requires
the Company to manage the transition from older,  displaced products in order to
minimize disruptions in customer ordering patterns and excessive levels of older
product  inventory and to ensure that  adequate  supplies of new products can be
delivered to meet customer demand.  Because the Company is continuously  engaged
in this product development and transition process, its operating results may be
subject to considerable fluctuations,  particularly when measured on a quarterly
basis.

     KEY PERSONNEL AND MANAGEMENT.

     The success of the Company depends to a significant extent upon a number of
key  management and technical  personnel,  the loss of one or more of whom could
adversely affect its business.  In addition the Company believes that its future
success will depend to a significant extent on its ability to recruit,  hire and
retain highly skilled management and employees for product  development,  sales,
marketing, and customer service.  Competition for such personnel in the software
industry  is intense,  and there can be no  assurance  that the Company  will be
successful in attracting and retaining such personnel. Management of the Company
will also be  required  to manage  any growth of the  Company  in a manner  that
requires a  significant  amount of  management  time and skill.  There can be no
assurance  that the Company will be  successful in managing any future growth or
that any failure to manage such growth will not have a material  adverse  effect
on the Company's business, operating results or financial condition.

     DEPENDENCE ON PRINCIPAL PRODUCTS.

     Any factor adversely  affecting sales of the Company's  principal products,
including  but not limited to OMNIS  Studio and Omnis  Studio Web Client,  would
have a material adverse effect on the Company. The future financial  performance
of the Company will depend in significant part upon the successful  development,
introduction  and  customer  acceptance  of  new  or  enhanced  versions  of its
principal  products  and  other  products.  There can be no  assurance  that the
Company will be successful  in marketing  its  principal  products or any new or
enhanced products the Company may develop in the future. In addition competitive
pressures or other


                                       15

<PAGE>

factors may result in price erosion that could have a material adverse effect on
the Company's results of operation.

     INTELLECTUAL PROPERTY PROTECTION.

     The Omnis  products  include  technologies  developed by the  Company.  The
Company  relies  primarily  on a  combination  of trade  secret,  copyright  and
trademark laws and contractual  provisions to protect its proprietary  rights in
such  technologies.  There  is no  assurance  that  such  laws  and  contractual
provisions  will  adequately  protect  the  intellectual  properties  and  other
proprietary  rights of the Company.  The Company has filed a final United States
patent  application  for  certain of its Studio  Web  Client  technologies.  The
Company has initiated procedures for preparing and filing additional provisional
and final patent  applications as appropriate  for its developing  technologies.
The  Company  has  not  been  granted  any  patents  on any  of its  proprietary
technologies  and there is no  assurance  that any such patents will be granted.
Patent  protection  may become  important in the  protection  of the  commercial
viability of the  Company's  innovative  products and the failure to obtain such
patent  protection  could have an adverse effect on the commercial  viability of
such products. The Company's success therefore may in part depend on its ability
to obtain strong patent  protection or licenses to strong patents in the future.
It is not  possible  to  anticipate  the  breadth or degree of  protection  that
patents would afford any product of the Company or the underlying  technologies.
There can be no  assurance  that any  patents  issued or licensed to the Company
will not be successfully challenged in the future or that any Omnis product will
not infringe the patents of third  parties.  As the number of software  products
available  in the market  increases  and the  functions  and  features  of these
products further  overlap,  the Company  anticipates that software  products may
become increasingly  subject to infringement  claims.  There can be no assurance
that third parties will not assert  infringement  claims  against the Company in
the future with respect to any current or future  product.  Any such  assertion,
whether with or without  merit,  could  require the Company to enter into costly
litigation or royalty arrangements.  If required,  such royalty arrangements may
not be available on reasonable terms, or at all.

     INTERNATIONAL OPERATIONS.

     Additionally,  the  Company  operates  on a global  basis  with  offices or
distributors  in  Europe  and  Asia as well as in North  America.  International
operations are subject to inherent risks,  including  costs and  difficulties in
staffing and managing foreign operations; difficulties in obtaining and managing
local  distributors;  the costs and  difficulties  in  localizing  products into
languages  other  than  English  for  foreign  markets;  political  or  economic
instability,  unexpected  regulatory  changes  and  fluctuations  in interest or
exchange rates in the specific  countries in which the Company  distributes  its
products or in international markets in general;  longer receivables  collection
periods and greater difficulty in accounts receivable collection;  import/export
duties and quotas;  reduced protection for intellectual  property rights in some
countries;  and  potentially  adverse  tax  consequences.  Also,  as the Company
continues to operate more internationally,  seasonality may become an increasing
factor in its  financial  performance.  There  can be no  assurance  that  these
factors  or any  combination  of these  factors  will not  adversely  affect the
international revenues or overall financial performance of the Company.


                                       16

<PAGE>

     DELAYS IN SALES AND COMMITMENTS.

     The Company's products are typically used to develop  applications that are
critical to a customer's  business and the purchase of the Company's products is
often part of a customer's larger business process, reengineering initiative, or
implementation  of  client/server  computing.  As  a  result,  the  license  and
implementation  of  the  Company's   software  products   generally  involves  a
significant  commitment  of management  attention  and resources by  prospective
customers.  Accordingly,  the Company's sales process is often subject to delays
associated with a long approval process that typically  accompanies  significant
initiatives  or capital  expenditures.  For these and other  reasons,  the sales
cycle associated with the license of the Company's products is often lengthy and
subject to a number of  significant  delays over which the Company has little or
no control. There can be no assurance that the Company will not experience these
and additional  delays in the future.  Therefore,  the Company believes that its
quarterly operating results are likely to vary significantly in the future.

     CHANGES IN PRICING STRUCTURE.

     The Company has  instituted  reductions in certain  portions of its pricing
structure.  There is no  guarantee  that this  reduction  in price  will lead to
increased unit volume or other  additional  revenue streams to replace this lost
revenue,  which  could  lead to a  significant  cash  flow  strain  on the  core
operations  of the  Company.  Additionally,  the Company is relying on increased
revenues  related to its OMNIS Studio  product  line,  which have not  generated
revenues as originally projected by the Company. There is no assurance that this
product line will generate the revenues  needed to sustain the Company in coming
quarters and beyond.  The Company has  committed to decreasing  sales  conflicts
with its partners particularly in the service revenue area and has already taken
a number  of  steps in this  regard.  This has had and will  continue  to have a
negative effect on service revenues as compared to previous  quarters and years.
There can be no guarantee  that the Company will be able replace the  decreasing
service revenues with new product revenues.

     FORWARD LOOKING STATEMENTS.

     Certain  of  the  matters   discussed   in  this   report  may   constitute
"forward-looking"  statements  for purposes of the  Securities  Act of 1933,  as
amended,  and the Exchange Act of 1934,  as amended,  and, as such,  may involve
known and unknown  risks,  uncertainties  and other  factors  that may cause the
actual  results,  performance  or  achievements  of the Company to be materially
different from future results,  performance or achievements expressed or implied
by such  forward-looking  statements.  Any  statements  made herein that are not
statements of historical fact are forward-looking  statements including, but not
limited  to,  statements  concerning  the  characteristics  and  growth  of  the
Company's  markets or customers,  the  Company's  objectives or plans for future
operations  and  products  and the  Company's  expected  liquidity  and  capital
resources.  When  used in this  report,  the words  "anticipates,"  "estimates,"
"believes,"  "continues,"  "expects,"  "projections,"   "forecasts,"  "intends,"
"may," "might,"  "could,"  "should," and similar  expressions are intended to be
among  the   statements   that   identify   forward-looking   statements.   Such
forward-looking  statements are based on a number of  assumptions  and involve a
number of risks and uncertainties, and therefore actual results could materially
differ. These risks and uncertainties include, among others, the Company's


                                       17

<PAGE>

continuing  liquidity  problems,  significant  variability in operating results,
including variability in product revenues and gross margins,  fluctuating demand
for new and  established  products,  dependence on  development of new products,
increasing  expenses for marketing and  development of new products,  historical
lack of profitability,  rapid  technological  change that affects the ability of
the Company to respond to  customer or market  demands,  risks  associated  with
global  operations,  the  continued  and  future  acceptance  of  the  Company's
products,  the rate of growth in the industries of the Company's  products,  the
presence  of  competitors  with  greater  technical,   marketing  and  financial
resources, and the ability of the Company to successfully expand its operations.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2000, the Company's principal sources of liquidity consisted of
cash and cash equivalents of $762,000, as compared to $432,000 at June 30, 1999.
The Company's  working capital position was a deficit of $1,086,000 at March 31,
2000 and a deficit of  $2,991,000  at June 30, 2000 compared to $477,000 at June
30, 1999.

     On December 23, 1999, the Company obtained a $3,000,000 line of credit from
Astoria Capital  Partners,  L.P.  ("Astoria")  pursuant to the terms of a Credit
Facility  Agreement  dated  as  of  December  21,  1999  (the  "Credit  Facility
Agreement"). The line of credit had a term of six months and was extended by the
further agreement of the Company and Astoria on April 30, 2000 for an additional
period of four  months.  Under  these  arrangements  the  Company may draw up to
$500,000  from the line of credit per month as set forth in the Credit  Facility
Agreement.  In connection  with the issuance of the line of credit,  the Company
issued a Promissory Note in the principal  amount of up to $3,000,000 to Astoria
Capital  Partners,  L.P.  dated as of  December  21,  1999 and  amended on April
30,2000.  All principal and accrued  interest on the Promissory  Note is due and
payable on August 31,  2000 or upon a Change of Control (as such term is defined
in the  Credit  Facility  Agreement),  if  earlier.  The  Promissory  Note bears
interest at 8 percent per annum and has a default rate of interest of 10 percent
per annum. The Promissory Note is secured by certain assets of the Company.While
any debt is outstanding or the line of credit remains in effect,  except for any
debt owing to the Astoria or debt issued  contemporaneously  with  paymentof the
debt in full and  termination  of the line of credit,  the Company may not incur
any indebtedness  without the written consent of Astoria,  except theCompany may
incur  junior  debt  in the  aggregate  principal  amount  of up  to$500,000  in
connection  with  the  purchase  or  lease of  property  (whether  or not in the
ordinary course of business).

     In  addition,  and  also in  connection  with the  issuance  of the line of
credit, the Company issued to Astoria a Non-Transferable Warrant (the "Warrant")
to  purchase  shares  of  capital  stock  of the  Company.  The  Warrant  may be
exercised,  and  shares of  capital  stock of the  Company  will be issued  upon
exercise  of the  Warrant,  only  in  connection  with  one or  more  Qualifying
Offerings (as such term is defined in the Warrant) of securities of the Company.
The Warrant may be exercised for up to $3,000,000 of shares of the capital stock
of the Company issued in one or more Qualifying Offerings at the price per share
of such securities in each such  Qualifying  Offering,  as further  provided and
qualified  by  the  Warrant.   The  Company  has  granted  to  Astoria   certain
registration  rights  with  respect to any shares of capital  stock  issued upon
exercise of the Warrant as described in the Warrant.  The Warrant  terminates on
August 31, 2001;


                                       18

<PAGE>

and in this  connection the Company has no  independent  obligation to issue any
securities,  consummate  any offering of its  securities  or accept any offer to
issue or sell any of its securities on or before such date.

     The Company  reduced cash used in operations from $2,514,000 in fiscal year
1999 to $849,000 in fiscal year 2000, the Company had negative cash flow used by
operating  activities  of  $1,186,000  in the three  months  ended June 30, 2000
compared  to  positive  cash flow  provided  from for  operating  activities  of
$267,000 in the three months ended June 30, 1999.  The Company had a net loss of
$1,974,000  in the three months  ended June 30, 2000.  There can be no assurance
that the  Company  will be able to attain  profitability  in the near  future or
thereafter.

     The Company does not currently  have an  established  line of credit with a
commercial  bank.  Such a credit  facility  may be  difficult to obtain with the
Company's  historical  operating  results.   Accordingly,  in  order  to  obtain
additional funds in the future,  the Company will need to seek additional equity
capital  which  would be  dilutive  to  current  stockholders.  The  Company  is
currently  attempting  to raise  additional  capital  which will be  required to
continue operations.  There can be no assurance that the Company will be able to
raise  additional  capital on commercially  reasonable  terms should the Company
need additional funds in the future.


                                       19

<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings


COMPASS LITIGATION

     Compass Litigation.  In March 1998 the Company was sued by Compass Software
("Compass") in the Federal District Court for the Eastern District of Washington
claiming damages in the range of $2 Million for software copyright  infringement
and related  claims.  The Company  obtained a full  dismissal  of that case with
prejudice on November 29,  1999,  and no appeal was filed by Compass  within the
time allowed by law.

     In this  connection  the Company  previously  had sued  Compass in 1994 for
illegally  infringing and distributing  the Company's  software  products.  This
matter was settled with an agreement that Compass would pay certain  amounts and
would not make illegal copies of the Company's  software in the future.  Compass
failed to pay the  promised  amounts  when due.  The  Company  then  obtained  a
judgment  for breach of  contract  against  Compass.  As part of its  efforts to
enforce its judgment against Compass, the Company purchased,  at a judgment lien
sale,  certain  intangible  property of Compass including the rights to the 1998
infringement suit brought by Compass ("Execution Sale").  Compass then requested
the  applicable  trial court to set aside the  Execution  Sale.  The trial court
granted the request and the Company  appealed the judgment.  The court of appeal
subsequently  ruled in favor of the  Company  and  directed  the trial  court to
determine  the amount of fees to be awarded to the Company.  That amount had not
been  determined  as of June 30, 2000.  The Company also filed a second  lawsuit
against Compass alleging additional acts of infringement for periods after 1994.
A trial was  conducted  in this case before  Judge  Barbara J.  Rothstein of the
United States District Court for the Western District of Washington. On July 25,
2000,  the  District  Court  ruled  that  Compass   reproduced  and  distributed
unauthorized  copies of Omnis  Software  using  duplicates  of  existing  serial
numbers.  The  Court  awarded  statutory  damages  to  Omnis  in the  amount  of
approximately  $150,000 in addition to injunctive  relief and attorney fees from
Compass.  It is not known at this time  whether or not Compass  will appeal this
judgement.

BTN - GERMANY LITIGATION.

     The Company entered into a professional development services agreement with
BTN  Versandhandel  GmbH ("BTN") of Leiferde,  Germany for the development of an
Omnis  application.  The  Company  developed  and  delivered  a  version  of the
application to BTN. BTN failed to pay the Company as agreed, claiming there were
flaws in the application  and the project was suspended by the Company  awaiting
their  payment.  BTN  commenced  legal  action  against  the  Company in Germany
claiming  damages of  approximately  DM250,000  for failure to perform under the
services  agreement.  The Company has  countersued BTN claiming the balance owed
under the contract of approximately  DM60,000.  The Company is defending against
the BTN claim and is pursuing its counterclaim against BTN.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     Pursuant  to an Asset  Purchase  Agreement  dated as of May 19,  2000  (the
"Agreement"), the Company agreed to issue a total of up to 150,000 shares of its
common  stock to The  Wainer  Group,  an  Australian  partnership  (the  "Wainer
Group"),  in exchange for all rights to a software  system known as  "Metamorph"
and related  rights and assets.  The Agreement was entered into by and among the
Company, the Wainer Group, Dirk Wainer,  Shirley-Anne  Wainer,  Dennis Janossich
and Joseph Bernard as to all matters, and Paradigm Designs Software Pty Ltd., an
Australian  corporation  ("Paradigm"),  as to certain  matters  (the  "Metamorph
Transaction").

     Under the  Agreement  the  Company  is also  required  to pay a  percentage
royalty to the Wainer Group for certain sales of the Metamorph software during a
period  of  5  years.  The  Agreement  further  provides  for  certain  software
development  work and related services to be performed by the Wainer Group for a
period of months following the closing date of May 19, 2000 (the "Closing"). The
Agreement  also  grants  a  nonexclusive  license  to  Paradigm  for  use of the
Metamorph software under certain circumstances.

     At the Closing the Company issued 112,500 shares of the Common Stock of the
Company to the Wainer  Group,  with a trading value of $8.00 per share as of the
Closing.  The remaining  37,500 shares of the Common Stock will be issued to the
Wainer Group by the Company if and when the required  software  development work
has been  completed by the Wainer Group.  The Wainer Group shares are subject to
additional terms and conditions as set forth in the Agreement.

     The shares of Common Stock  issued in the  Metamorph  Transaction  were and
will be issued by the Company  pursuant to an exemption  from  registration  for
nonpublic offerings under Section 4(2) of the Securities Act. None of the Wainer
Group shares have been registered.  The Company may be required to register such
shares in the future in  connection  with  certain  other  registrations  of its
Common Stock pursuant to the terms and conditions of the Wainer Group  Piggyback
Registration  Rights  attached  as  Exhibit G to the  Agreement  and made a part
thereof.

                                       20

<PAGE>

ITEM 3.  Defaults Upon Senior Securities

None.

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

None.

ITEM 5.  Other Information

None.

ITEM 6.  Exhibits and Reports On Form 8-K

(a)      Exhibits:

3.1      Restated Certificate of Incorporation, as amended and corrected.(1)

3.2      Certificate of Amendment of Certificate of Incorporation dated February
         9, 1999(2)

3.3      Certificate of Designations dated March 31, 1999, as corrected.(3)

3.4      Bylaws, as amended.(4)

10.1 Asset Purchase  Agreement  dated as of May 19, 2000, by and among the Omnis
Technology  Corporation,  the Wainer  Group,  DirkWainer,  Shirley-Anne  Wainer,
Dennis  Janossich  and Joseph  Bernard as to all matters,  and Paradigm  Designs
Software Pty Ltd., as to certain matters.(5)

27.1     Financial Data Schedule

(1)  Incorporated herein by reference to the Current Report on Form 8-K filed by
the Company with the Commission on June 16, 1998.

(2)  Incorporated  herein by reference to the  Company's  Annual  Report on Form
10-KSB/A,  as amended,  for the fiscal year ended March 31,  1999,  filed by the
Company with the Commission on July 29, 1999.

(3)  Incorporated herein by reference to the Current Report on Form 8-K filed by
the Company with the Commission on April 15, 1999.

(4)  Incorporated  herein by reference to the Annual  Report on form 10-KSB,  as
amended, for the fiscal year ended March 31, 1998, filed by the Company with the
Commission on June 29, 1998.

(5)  This is not a material  contract but is being  supplied in connection  with
the discussion of the Metamorph Transaction contained in this 10-QSB.


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<PAGE>

(b)  No reports on Form 8-K were filed during the quarter ended June 30, 2000.


SIGNATURES

     In accordance  with the Exchange Act, the registrant  caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 10, 2000

                                      OMNIS TECHNOLOGY CORPORATION
                                      (Registrant)


                                      /s/ GWYNETH GIBBS
                                      ------------------------------------------

                                      Gwyneth Gibbs, President and Interim Chief
                                      Executive Officer


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