<PAGE>   1

                     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 December 31, 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


                            RAINING DATA CORPORATION
             (Exact name of registrant as specified in its charter)


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

                              17500 Cartwright Road
                                Irvine, CA 92614
                    (Address of principal executive offices)

                                 (949) 442-4400
                         (Registrant's telephone number)

                          Omnis Technology Corporation
                           (Registrant's former name)

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 February 12, 2001, there were 15,989,852 shares of registrant's Common
Stock, $0.10 par value, outstanding.


<PAGE>   2

                            RAINING DATA CORPORATION

                                      INDEX

                                                                        Page No.
                                                                        --------

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements:

         Consolidated Balance Sheets -
         December 31, 2000 (Unaudited) and March 31, 2000                3

         Consolidated Statements of Operations -
         Three and Nine Months ended December 31, 2000
         and 1999 (Unaudited)                                            4

         Consolidated Statements of Cash Flows -
         Nine Months ended December 31, 2000 and 1999 (Unaudited)        5

         Condensed Notes to Consolidated Financial Statements            6

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

         Unaudited Pro Forma Statement of Operations                    12

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                              15

Item 2.  Changes in Securities and Use of Proceeds                      16

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

Item 6.  Exhibits and Reports on Form 8-K                               18

         Signatures                                                     19


                                        2

<PAGE>   3

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            RAINING DATA CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             December 31,          March 31,
                                                                2000                  2000
                                                            -------------         ------------
                                                             (Unaudited)
<S>                                                         <C>                   <C>
                                     ASSETS
Current Assets
  Cash and Equivalents .................................... $   1,524,000         $  1,238,000
  Trade Accounts Receivable-net ...........................     4,437,000              594,000
  Inventory ...............................................        26,000               26,000
  Other Current Assets ....................................       347,000              397,000
                                                            -------------         ------------
      Total Current Assets ................................     6,334,000            2,255,000

Property, Furniture and Equipment-net .....................     1,646,000              923,000

Goodwill-net ..............................................    84,201,000                   --
Other Assets ..............................................     1,297,000                   --
                                                            -------------         ------------
      Total Assets ........................................ $  93,478,000         $  3,178,000
                                                            =============         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Note Payable ............................................ $      42,000         $     56,000
  Note Payable to Stockholder .............................            --            2,028,000
  Accounts Payable ........................................     2,090,000              460,000
  Accrued Liabilities .....................................     6,127,000              591,000
  Deferred Revenue ........................................     5,464,000              206,000
  Short Term Debt .........................................       426,000                   --
                                                            -------------         ------------
      Total Current Liabilities ...........................    14,149,000            3,341,000

Long Term Debt-net of discount ............................    16,378,000                   --
                                                            -------------         ------------
      Total Liabilities ...................................    30,527,000            3,341,000

Stockholders' Equity (Deficit)
  Preferred Stock: $1.00 par value; 300,000 shares
    authorized, issued, and outstanding ...................       300,000              300,000
  Common Stock: $0.10 par value; 30,000,000 shares
    authorized, 15,936,991 issued, and outstanding
    at December 31,2000; 10,035,238 issued and
    outstanding at March 31,2000 ..........................     1,594,000            1,004,000
  Paid-in Capital .........................................   118,725,000           50,374,000
  Deferred Compensation ...................................    (1,239,000)          (2,045,000)
  Accumulated Deficit .....................................   (56,449,000)         (50,082,000)
  Accumulative Other Comprehensive Income .................        20,000              286,000
                                                            -------------         ------------
      Total Stockholders' Equity (Deficit) ................    62,951,000             (163,000)
                                                            -------------         ------------
    Total Liabilities and Stockholders' Equity ............ $  93,478,000         $  3,178,000
                                                            =============         ============
</TABLE>

See accompanying condensed notes to the consolidated financial statements


                                       3
<PAGE>   4

                            RAINING DATA CORPORATION

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                          Three Months Ended                Nine Months Ended
                                             December 31,                      December 31,
                                     ----------------------------     ----------------------------
                                         2000            1999             2000             1999
                                     ------------     -----------     ------------     -----------
<S>                                  <C>              <C>             <C>              <C>
Net Revenue
  Licenses                           $  1,532,000     $ 2,090,000     $  3,197,000     $ 4,142,000
  Services                              1,238,000         257,000        1,645,000         760,000
                                     ------------     -----------     ------------     -----------
      Total Net Revenues                2,770,000       2,347,000        4,842,000       4,902,000

Cost and Expenses
  Cost of License Revenues                193,000          38,000          238,000         105,000
  Cost of Service Revenues                328,000          46,000          706,000         144,000
  Selling and Marketing                 1,271,000         916,000        3,800,000       2,015,000
  Research and Development                590,000         560,000        1,700,000       1,465,000
  General and Administrative            2,961,000         356,000        4,262,000       1,154,000
                                     ------------     -----------     ------------     -----------
      Total Costs and Expenses          5,343,000       1,916,000       10,706,000       4,883,000
                                     ------------     -----------     ------------     -----------
Operating Income (Loss)                (2,573,000)        431,000       (5,864,000)         19,000
                                     ------------     -----------     ------------     -----------
Other Income (Expense)
  Interest Expense-net                   (386,000)         (1,000)        (490,000)         (2,000)
  Other Expense                           (13,000)         (4,000)         (13,000)         (8,000)
                                     ------------     -----------     ------------     -----------
                                         (399,000)         (5,000)        (503,000)        (10,000)
                                     ------------     -----------     ------------     -----------
Income (Loss) Before Income Taxes      (2,972,000)        426,000       (6,367,000)          9,000

Income Tax Benefit                             --          (5,000)              --          (1,000)
                                     ------------     -----------     ------------     -----------
Net Income (Loss)                    $ (2,972,000)    $   431,000     $ (6,367,000)    $    10,000
                                     ============     ===========     ============     ===========

Basic and Diluted
  Net Income (Loss) Per Share        $      (0.27)    $      0.04     $      (0.61)    $      0.00

Weighted Average Number of
  Common Shares Outstanding            11,107,974       9,844,050       10,493,016       9,735,742
</TABLE>

See accompanying condensed notes to the consolidated financial statements.


                                       4

<PAGE>   5

                            RAINING DATA CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                              December 31,
                                                                     ------------------------------
                                                                         2000               1999
                                                                     ------------       -----------
<S>                                                                  <C>                <C>
Cash Flows From Operating Activities
  Net Income (Loss)                                                  $ (6,367,000)      $    10,000
  Adjustments to Reconcile Net Income (Loss) to Net Cash
    Provided By Operating Activities:
    Depreciation and Amortization Expense                                 965,000           260,000
    Amortization of Deferred Compensation                                 806,000                --
      Change in Assets and Liabilities:
        Trade Accounts Receivable                                        (311,000)       (1,029,000)
        Other Current and Non Current Assets                              241,000           325,000
        Accounts Payable and Accrued Liabilities                       (1,795,000)          582,000
        Deferred Revenue                                                  668,000            45,000
                                                                     ------------       -----------
          Net Cash Provided By (Used In) Operating Activities          (5,793,000)          193,000
                                                                     ------------       -----------

Cash Flows from Investing Activities
  Purchase of Property, Furniture, Equipment and Other Assets            (486,000)          (92,000)
  Acquisition of Pick Ax, net of cash acquired                            461,000                --
                                                                     ------------       -----------
          Net Cash Used in Investing Activities                           (25,000)          (92,000)
                                                                     ------------       -----------
Cash Flows from Financing Activities
  Proceeds from Exercise of Incentive Stock Options                       260,000             2,000
  Net Proceeds from Issuance of Stock                                   4,062,000            89,000
  Proceeds from Issuance of Debt                                        2,102,000           622,000
  Repayment of Debt                                                       (54,000)         (122,000)
                                                                     ------------       -----------
    Net Cash from Financing Activities                                  6,370,000           591,000
                                                                     ------------       -----------
Effect of exchange rate changes on cash                                  (266,000)          (84,000)
                                                                     ------------       -----------

Net Increase in Cash and Equivalents                                      286,000           608,000
Cash and Equivalents at the Beginning of Period                         1,238,000           271,000
                                                                     ------------       -----------
Cash and Equivalents at End of Period                                $  1,524,000       $   879,000
                                                                     ============       ===========

Schedule of Non Cash Investing and Financing Activities
  Issuance of Common Stock for Software Assets                       $    900,000       $        --
  Issuance of Common Stock, Warrants and Employee Stock                        --
    Options in Connection with the Acquisition of PickAX               52,883,000
  Conversion of Debt to Common Stock                                    7,375,000                --
  Stock Warrants Issued in Connection with the Issuance of Debt         3,460,000                --
</TABLE>

See accompanying condensed notes to the consolidated financial statements.

                                       5

<PAGE>   6

                            RAINING DATA CORPORATION

              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Unaudited)

1.  INTERIM FINANCIAL STATEMENTS

    The unaudited interim consolidated 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. Certain information and
    footnote disclosures, normally included in financial statements prepared in
    accordance with accounting principles generally accepted in the United
    States of America, have been omitted pursuant to such SEC rules and
    regulations; nevertheless the management of the Company believes that the
    disclosures herein are adequate to make the information presented not
    misleading. 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 December 31, 2000 are
    not necessarily indicative of results to be expected for any other interim
    period or the fiscal year ending March 31, 2001.

    On December 1, 2000, the Company completed the Agreement and Plan of Merger
    with PickAX, Inc. ("PickAX") which had been announced on August 23, 2000, in
    a transaction that has been accounted for using the purchase method of
    accounting (See Notes 4 and 5). PickAX, through its subsidiary Pick Systems,
    markets a unique multi-dimensional database management system which includes
    a comprehensive set of traditional 3rd generation software development
    tools.

    Consequently, the consolidated financial statements include the operations
    of PickAX for the month of December 2000, and the operations of Omnis
    Technology Corporation for the three and nine months ended December 31,
    2000.

    As part of the transaction, the name of the Company was changed from Omnis
    Technology Corporation to Raining Data Corporation.

2.  REVENUE RECOGNITION

    License revenue is recognized at the time the licensed products are shipped
    in accordance with SOP 97-2. Service revenue is recognized ratably over the
    life of the service contract, which is usually a 12-month period. Deferred
    revenue represents the amount yet to be earned by the Company over the
    balance of the service contract.


                                       6

<PAGE>   7

3.  ACCRUED LIABILITIES

    Accrued liabilities consists of the following:

                                              December 31,     March 31,
                                                  2000           2000
                                              -----------      ---------
                                              (Unaudited)

    Accrued Salaries and Benefits             $  607,000       $454,000
    Accrued Severance                            970,000             --
    Discontinued and redundant facilities
      and contracts                            2,883,000             --
    Other Accrued Expenses                     1,667,000        137,000
                                              ----------       --------
    Total                                     $6,127,000       $591,000
                                              ==========       ========

4.  BUSINESS ACQUISITIONS

    On December 1, 2000, the Company completed its acquisition of PickAX, the
    parent company of Pick Systems. Pick Systems was formed in 1982 and markets
    a unique multi-dimensional database management system which includes a
    comprehensive set of traditional 3rd generation software development tools.

    The consideration paid by the Company to PickAX stockholders in connection
    with the Merger consisted of approximately 2,847,969 newly issued shares of
    the Company's common stock in exchange for all of the outstanding stock of
    PickAX, subject to a holdback of 10 percent of such shares in the event the
    revenues of the combined companies do not reach certain specified levels. In
    addition, the Company assumed preexisting PickAX employee stock options for
    3,022,000 shares of PickAX common stock, which options were exchanged for
    options for 1,538,682 shares of the Company's common stock at an equivalent
    option exercise price.

    As a condition to the acquisition, the Company also agreed to issue warrants
    for 2,201,353 shares of the Company's common stock in exchange for
    preexisting warrants for 4,323,500 shares of PickAX common stock, also
    subject to a holdback of 10 percent of the shares represented by such
    warrants in the event the revenues of the combined companies do not reach
    certain specified levels. All such exchanges in the acquisition were based
    upon a negotiated exchange ratio of 0.50916 shares of the common stock of
    the Company for each one share of PickAX common stock. In addition, a
    promissory note previously issued by PickAX to Astoria Capital Partners,
    L.P. ("Astoria") in the amount of $18,525,000 in principal and accrued
    interest was exchanged for a new promissory note made by the Company in that
    amount of principal and accrued interest, and Astoria also received warrants
    to purchase an additional 500,000 shares of the Company's common stock at an
    exercise price of $7.00 per share.

    The shares issued by the Company in the acquisition were valued at $8.37 per
    share as of August 23, 2000, the date the Company announced the terms of the
    transaction. The value of the shares reserved by the Company for the PickAX
    options and warrants ranged from $5.42 per share to $8.00 per share using
    the Black-Scholes option model for unvested options and warrants and the
    intrinsic value method for vested options. The total value of the shares,
    options, and warrants of $52,883,000 plus the net liabilities assumed of
    $8,267,000 resulted in goodwill of $61,150,000.


                                        7

<PAGE>   8

    In connection with the acquisition, Astoria also exercised a separate stock
    warrant relating to a credit facility promissory note entered into by the
    Company in December 1999 in the total amount of $3,227,000 in principal and
    accrued interest. The stock warrant was fully exercised by Astoria at the
    closing of the Merger in exchange for 645,467 shares of Common Stock of the
    Company, at an agreed exercise price of $5 per share, by cancellation of
    such promissory note. This exercise price was above the per share closing
    price of the Common Stock on November 30, 2000. The exercise of the warrant
    and the cancellation of the promissory note were conditions precedent to the
    acquisition.

5.  GOODWILL

    Goodwill at December 31, 2000 includes $61,150,000 from the stock
    acquisition of PickAX by the Company on December 1, 2000, $20,101,000 in
    goodwill resulting from the PickAX acquisition for cash of Pick Systems in
    March, 2000, and $4,347,000 in goodwill from two Pick Systems' acquisitions.
    Pick Systems purchased the assets of JES & Associates, Inc. for cash in July
    2000. JES & Associates specializes in training and education for
    multi-dimensional database software systems and the Pick database software.
    In August 2000 Pick Systems purchased the customer service contracts of
    General Automation for cash. General Automation was the last remaining
    royalty-paying licensee of Pick Systems' products. All goodwill is being
    amortized over ten years.

6.  FINANCIAL STATEMENTS OF ACQUIRED COMPANY

    Historical financial information for PickAX is included in the Omnis
    Technology Corporation Definitive Proxy statement dated November 16, 2000
    and is incorporated herein by reference.

7.  ADDITIONAL PROCEEDS FROM RELATED PARTIES

    Prior to and as a condition of the acquisition of PickAX discussed in Note 4
    above, Astoria converted the principal and accrued interest on a note
    totaling $3,227,000 into 645,467 shares of the Company's common stock.

    Following the acquisition of PickAX, the Company sold an additional 991,818
    shares of its common stock to Astoria and two individuals unrelated to
    Astoria at $4.125 per share, which was the closing price on November 30,
    2000, less issuance cost of approximately $29,000. In addition, Astoria
    converted another note due from the Company totaling $4,148,000 in principal
    and accrued interest, which was due and payable on November 30, 2000, into
    1,005,548 shares of the Company's common stock. As of December 31, 2000,
    Astoria held approximately 46% of the Company's common stock on a fully
    diluted basis.

8.  DEBT

    In August 2000, the Company obtained $750,000 in unsecured promissory notes
    from three private parties unrelated to the Company. The notes bear interest
    at 4% per annum. The two-year term notes and any accrued interest are
    convertible into the Company's common stock at $6.17 per share.


                                       8

<PAGE>   9

In September 2000, the Company obtained $250,000 in unsecured promissory notes
from a trust; a beneficiary and trustee of which was then a Director of the
Company. The two-year note bears interest at 10% per annum.

In November, 2000 as part of the PickAX acquisition, the Company entered into a
new two year term promissory note for $18,525,000 with Astoria in exchange for
PickAX's promissory note totaling $18,525,000 in principal and accrued interest
to Astoria. The new note has an annual interest rate of 8% and is secured by
substantially all of the Company's assets. In consideration for this exchange
the Company issued 500,000 warrants to purchase its common stock with an
exercise price of $7.00 per share which the Company valued at $6.92 per share
using the Black-Scholes option pricing model. The Company has recorded these
warrants as a discount to the new note of $3,460,000. The note due Astoria is
secured by all the tangible and intangible assets of the Company.

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, contains
forward-looking statements about the Company's business, revenues, expenditures
and operating and capital requirements, changes in operations, integration of
the recent acquisition of PickAX, products, cost savings and reductions, market,
and ability to raise capital in the future. 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 which could
cause actual results to differ materially from predicted results.

        Such risks include, among others, that the Company may not be able to
integrate the technologies, products, and operations of the two companies in a
timely and effective way; that the Company may not be able to achieve the cost
reductions or eliminate the duplicate and redundant facilities and contracts;
that the Company may not introduce new or improved products in a timely fashion
or at all; that the marketplace may not accept any new or improved products;
that the presence of competitors with greater technical, marketing and financial
resources may significantly limit the growth and impact of the Company; or that
the Company may not be able to retire the debt due in two years.

        The outline of risks mentioned above 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,
the quarterly Form 10-QSB for the quarters ending June 30, 2000, and September
30, 2000, and the Definitive Proxy Statement filed with the commission on
October 23, 2000.


                                        9
<PAGE>   10

OVERVIEW

        The Company (formerly known as Omnis Technology Corporation) is now in
the process of completing the product and operational changes brought about by
the acquisition of PickAX, the parent company of Pick Systems, on December 1,
2000.

        The Company develops Rapid Application Development (RAD) software tools,
multi-dimensional database management systems, and delivers related customer
maintenance support and consulting services. The Company's products are designed
to allow customers to develop software solutions which can be continuously
enhanced to respond to changing business and technical needs. The Company's
products support the full life cycle of applications and are designed for rapid
development and deployment of sophisticated Web, client/server and mobile
computing applications. The Company's RAD products are advanced object-oriented
and component-based tools, providing true reuse of software objects and the
ability to integrate disparate programming languages on virtually all popular
operating system platforms (Windows, UNIX, Linux, Mac) and database environments
(Oracle, DB2, SQL Server). The Company's products are used by corporations,
value added resellers (VARs), system integrators, independent software vendors,
small businesses, and independent consultants to deliver pre-packaged and custom
software solutions for a wide range of uses including e-commerce, enterprise
resource planning (ERP), manufacturing, distribution, human resources, retail,
healthcare, insurance, government, financial management, decision support,
executive information, sales and marketing, and multi-media authoring systems.

         In addition to its software products, the Company provides continuing
maintenance and customer service as well as technical support and training to
help plan, analyze, implement, and maintain application software based on the
Company's technology.

         The Company has direct offices in the U.S., U.K., France, Germany, and
South Africa, and distributors in many other parts of the world. The Company
works with a worldwide network of over 1,000 VARs and software developers, as
well as an extensive list of prestigious corporate accounts and government
agencies. The Company has an installed base of well over 100,000 customers
worldwide.

         As a result of the merger, the Company expects to develop and market
products which combine and utilize the best features of both the Omnis RAD tools
and the Pick multi-dimensional database software. This is designed to allow
customers to quickly build and modify database and Web applications utilizing
the Company's attractive object-oriented graphical user interface (GUI).

        The Company believes that the initial market for these products will be
VARs and large end users seeking to upgrade their existing, highly functional
multi-dimensional database applications for deployment in a Web environment.


                                       10

<PAGE>   11

RECENT DEVELOPMENTS

        On December 1, 2000, the Company completed its acquisition of PickAX,
the parent company of Pick Systems. Pick Systems was formed in 1982 to bring to
market a new multi-dimensional database management system which includes a
comprehensive set of traditional 3rd generation software development tools.

        As a result of the merger, the Board of Directors directed that
overlapping facilities and redundant personnel be eliminated. As a result, the
workforce of the combined companies was reduced by approximately 14% to 175 full
time employees worldwide during December. In addition, quarterly interest
expenses were reduced by $130,000 through conversion of notes to common stock in
the Company. In addition, approximately $300,000 is expected to be saved per
quarter through the consolidation of office space, transferring the headquarters
of the Company from San Carlos to Irvine, California, reducing product and
shipping costs through product packaging redesign, and reducing outside
professional expenses. There can be no assurance, however, that the Company will
reduce expenses as anticipated or be successful in the integration efforts and
the elimination of redundancies.

        On December 29, 2000, the Board of Directors appointed Bryce Burns,
Chairman of the Company, to the additional position of Interim Chief Executive
Officer. Richard Lauer, the Chief Operating Officer of the Company, was given
additional responsibilities as President of the Company.


                                       11

<PAGE>   12

RESULTS OF OPERATIONS

        As a result of the acquisition of PickAX on December 1, 2000, the
results of operations for the three-month period ending December 31, 2000 differ
materially from the same period in the prior year. Consequently, the results of
prior periods are not comparable to this period or future periods.

        The following pro forma statement of operations combines the Company's
statement of operations for the nine months ended December 31, 2000, with the
operations of PickAX from its inception on January 31, 2000 through December 31,
2000. The operations of PickAX from its inception until the acquisition of Pick
Systems on March 16, 2000 were all directly related to that acquisition effort
and became part of the capitalized acquisition costs associated with the Pick
Systems acquisition.

                  Unaudited Pro Forma Statement of Operations
                      Nine Months Ending December 31, 2000
                                 (in thousands)
<TABLE>
<CAPTION>

                                                              Raining Data                        Pro Forma
                                             PickAX, Inc.     Corporation                          Combined
                                              11 Months         9 Months                           9 Months
                                                Ended            Ended                              Ended
                                             December 31,     December 31,     Pro Forma         December 31,
                                                 2000             2000        Adjustments            2000
                                             ------------    -------------    -----------        ------------
<S>                                            <C>              <C>            <C>                <C>
Net Revenue                                    $ 14,280         $  3,076              --            $ 17,356

Cost of Sales                                     3,165              523              --               3,688
                                               --------         --------         -------            --------
Gross Profit                                     11,115            2,553              --              13,668

Operating Expenses                               17,867            8,283           4,080 (1)          30,230
                                               --------         --------         -------            --------
Loss from Operations                             (6,752)          (5,730)         (4,080)            (16,562)

Interest Expense, net                            (1,415)            (497)            160 (1)          (1,752)
Other Expense                                    (1,475)              (9)                             (1,484)
                                               --------         --------         -------            --------
Net Loss Before Tax                            $ (9,642)        $ (6,236)        $(3,920)           $(19,798)
                                               ========         ========         =======            ========

Basic and Diluted Net Loss Per Share                                                                $  (1.29)
                                                                                                    ========

Weighted Average Number of Shares Outstanding                                            (2)      15,333,240
</TABLE>

---------------
(1) Reflects an additional eight months of the amortization of the goodwill in
    the acquisition of PickAX at $510,000 per month and the elimination of eight
    months of interest at $20,000 per month on the Astoria Capital Partners note
    converted just prior to the close of the acquisition.

(2) Assumes 2,847,979 shares issued to PickAX, 645,467 shares issued to Astoria
    for the note conversion, and 1,538,682 shares issued for the PickAX employee
    stock options were outstanding from the beginning of the fiscal year.

        The pro forma adjustment represents the amortization of the goodwill
developed by the Company in the acquisition of PickAX and the elimination of the
interest on the Astoria note converted as if the acquisition of PickAX occurred
at the start of the Company's fiscal year on April 1, 2000.

        For the period ending December 31, 2000, the Company has isolated the
effects of PickAX for the one month of consolidation with the Company following
the acquisition on November 30, 2000. The Company plans to integrate the two
companies' products and operations in the future and does not intend to
separately report on the companies in future reporting periods.


                                       12

<PAGE>   13

        Net Revenues: Net revenues for the three-month period ending December
31, 2000 increased 18% from $2,347,000 to $2,770,000 over the same three-month
period in the prior year. Of the total net revenues for the three-month period
ending December 31, 2000, approximately $1,766,000 came from PickAX and
approximately $1,004,000 came from the Company. Prior to the acquisition of
PickAX, the Company's revenues had been declining. Earlier in the year, the
Company reduced the price of its products in an effort to increase demand. This
strategy has not proven successful in increasing the Company's revenues. The
prior period also includes a single unusually large order which accounted for
almost half of the Company's sales for the first nine months of that fiscal
year.

        Cost of Sales: Cost of sales for the three-month period ending December
31, 2000 increased 520% from $84,000 to $521,000 over the same three-month
period in the prior year. Of the total cost of sales for the three-month period
ending December 31, 2000, approximately $475,000 can be attributed to PickAX.

        Research and Development Expenses: Research and development expenses for
the three-month period ending December 31, 2000 increased 5% from $560,000 to
$590,000 over the same three-month period in the prior year. Of the total
research and development expenses for the three-month period ending December 31,
2000, approximately $244,000 may be attributed to PickAX.

        Selling and Marketing Expenses: Selling and marketing expenses for the
three-month period ending December 31, 2000 increased 39% from $916,000 to
$1,271,000 over the same three-month period in the prior year. Of the total
selling and marketing expenses for the three-month period ending December 31,
2000, approximately $656,000 can be attributed to PickAX.

        General and Administrative Expenses: General and administrative expenses
for the three-month period ending December 31, 2000 increased from $356,000 to
$2,961,000 over the same three-month period in the prior year. The increase in
general and administrative expenses reflects charges of approximately $882,000
for discontinued and redundant facilities and contracts taken by the Company
during the three-month period ending December 31, 2000 (see Note 3 to the
consolidated financial statements) as well as $714,000 in goodwill charges
associated with the acquisitions (see Note 5 to the consolidated financial
statements). Of the total general and administrative expenses for the
three-month period ending December 31, 2000, approximately $525,000 can be
attributed to the operations of PickAX. As described under "Recent Developments"
above, the Company has reduced certain expenses and eliminated certain
redundancies.

        Interest Expense: Net interest expense increased from $1,000 to $386,000
for the three months ended December 31, 2000 over the same three-month period in
the prior year due to the increase in debt of the Company (see Note 8 to the
consolidated financial statements).

        Net Income: Net income fell from $431,000 to a net loss of $2,972,000
for the three-month period ending December 31, 2000. The positive net income for
the same period last year reflects a single, unusually large order for the
Company's products during the quarter. The net income attributed to PickAX for
the period was a net loss of $131,000.


                                       13


<PAGE>   14

LIQUIDITY AND CAPITAL RESOURCES

        The Company had $1,524,000 in cash at December 31, 2000. On December 1,
2000, following the acquisition of PickAX, the Company began a program of
eliminating overlapping facilities, contracts and redundant personnel. As a
result, the workforce of the combined companies was reduced by approximately 14%
to 175 full time employees worldwide. In addition, quarterly interest expenses
were reduced by $130,000 through conversion of notes to common stock of the
Company. Further savings are expected through the consolidation of office space,
transferring the headquarters of the Company from San Carlos to Irvine,
California, reducing product and shipping costs through product packaging
redesign, and reducing outside professional expenses. However, there can be no
assurances that such savings and reductions will occur.

        The Company does not have a line of credit with a bank. The recent
financial performance of the Company makes such a line of credit unlikely at the
present time. Astoria is the primary secured party in all the assets in support
of the note assumed in the December 1, 2000 acquisition of PickAX. The note had
a balance of $18,683,000 at December 31, 2000 and will continue to accrue
interest until maturity on November 30, 2002 or retirement prior to that time.
The note does not provide for any further borrowings. The note requires certain
payments in the event of a public or private common or preferred stock offering
and gives Astoria certain rights to approve any future acquisitions. There can
be no assurance that the Company will have sufficient cash to pay the note at
maturity or in the event of an offering.

        The Company had a working capital deficit of $7,815,000 at December 31,
2000. Of this total deficit, $5,464,000 represents deferred revenue which the
Company earns over the remaining life of the underlying service contracts as
more fully discussed in Notes 3 to the consolidated financial statements. In
addition $2,883,000 represents reserves established by the Company for
facilities and contracts which the Company has determined are redundant and
whose use has been discontinued. The Company expects through negotiation and
compromise to reduce or defer payment on these liabilities to more closely match
the ordinary course of the Company's business. However, no assurance can be
given that the Company will be successful in such negotiation and compromise.

        Management believes that the Company's working capital and future cash
flow from operating activities will be sufficient to meet the Company's
operating and capital expenditure requirements for at least the next twelve
months. However, in the longer term or in the event the negotiations discussed
in the prior paragraph are not successful, the Company may require additional
funds to support its working capital requirements, including the financing of
accounts receivable or for other purposes, and may seek to raise such funds
through public or private equity financing or bank lines of credit or from other
sources. No assurance can be given that additional financing will be available
or that, if available, such financing will be on terms favorable to the Company.


                                       14

<PAGE>   15

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

COMPASS LITIGATION. Since 1994, the Company and Compass Software ("Compass")
have been in litigation over software copyright infringement and related claims.
The Company has generally prevailed in these matters. In the most recent action
the Court awarded statutory damages to the Company in the amount of
approximately $150,000 in addition to injunctive relief and attorney fees from
Compass. The Company has obtained a motion for judgment to collect the $150,000
judgment awarded in July, 2000 and for an additional $245,000 in legal fees.

BTN: GERMANY LITIGATION. The Company entered into a professional development
services agreement with BTN Versandhandel GmbH 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. The project was then suspended by
the Company awaiting their payment. BTN commenced legal action against the
Company in Germany claiming damages. The Company counter-sued BTN for the
balance owed under the contract. The Company and BTN have negotiated the
offsetting claims and have settled the matter including court costs with the
Company agreeing to pay BTN DM127,000 (US$85,000).

The following legal activity involving PickAX is ongoing and is now the
responsibility of the Company as a result of the acquisition.

PACE-NORTHERN IRELAND LITIGATION: In November, 1999, prior to the acquisition of
Pick Systems by PickAX, Pick Systems agreed to purchase an accounting computer
software package from Park Applications Computer Engineering, Ltd. ("PACE") and
two of PACE's principals, John McGrann and Robert Sloan for $1.2 million. In
addition, Pick Systems hired the six engineers responsible for creating and
developing this software and established an office for them in Northern Ireland.
Pick Systems planned to distribute the software to its customer base. Pick
Systems attempted to install the software at customer sites, but encountered
numerous problems with the product and was ultimately unable to successfully
complete any installations of this software. When PickAX acquired Pick Systems
in March 2000, the new management of Pick Systems evaluated the situation and
were advised by engineering and sales that the PACE software was defective and
that it would take considerable man-hours to rectify the defects, if they could
be rectified at all. Based on this information, the new management terminated
the contract with PACE. PickAX also terminated the six Northern Ireland
employees and ultimately negotiated a mutually satisfactory severance settlement
with these employees. PACE then sued Pick Systems in Northern Ireland for breach
of contract asking that Pick Systems pay the balance of $800,000 called for in
the contract plus penalties and interest. The Company has retained local
Northern Ireland counsel to defend the Company in the matter.


                                       15

<PAGE>   16

OLENIK LITIGATION: George Olenik, former President and CEO of Pick Systems,
resigned on March 16, 2000 when Pick Systems was purchased from the Estate of
Richard Pick. Following his resignation, Mr. Olenik was paid severance of
$15,000 per month for three months. Additionally, Pick Systems paid the lease
payments on Mr. Olenik's vehicle from the date of his resignation through the
end of November, 2000. Pick Systems also paid a penalty of $2,360 upon
termination of this vehicle lease. Mr. Olenik claims that he is owed additional
severance, a finder's fee regarding the probate sale of Pick Systems and various
other sums. Mr. Olenik filed a lawsuit in Orange County Superior court on
November 7, 2000, asserting these claims. The Company has retained legal counsel
to defend this matter.

REAL TIME LITIGATION: Based on an article that appeared in a 1995 issue of Pick
World, a magazine published by Pick Systems at that time, Real Time Software
Corporation sued Pick Systems alleging liable, slander and loss of business.
Pick Systems believed the suit was without merit and referred the matter to its
insurance carrier which is now defending Pick Systems. An offer of settlement
was rejected by Real Time and a trial date has been set for this summer. The
Company believes any liability of the Company is adequately covered by
insurance.

ITEM 2. CHANGES IN SECURITIES

During the period, the Company issued the following unregistered shares of its
common stock:

(1) 645,467 unregistered common shares of the Company were issued to Astoria as
    payment for the principal and accrued interest on a note due to Astoria upon
    the exercise of a warrant attached to the note at $5.00 per common share
    which was higher than the market price of the Company's stock on the day of
    exercise. The issuance of such common shares was exempt from registration
    under the Securities Act of 1933 pursuant to Section 4(2) thereof.

(2) 2,847,969 unregistered common shares of the Company were issued to the
    stockholders of PickAX in connection with the merger transaction in exchange
    for their shares in PickAX at a value of $8.37 per common share which was
    the value of the Company's common stock on the date of the announcement of
    the acquisition. The issuance of such common shares was exempt from
    registration under the Securities Act of 1933 pursuant to Section 4(2)
    thereof and Rule 506 thereunder. The transaction involved fewer than 35
    persons, information was provided to such persons as required by Regulation
    D, and the applicable form was filed with the Commission.

(3) Options exercisable into 1,538,682 shares of the Company's common stock were
    issued to the employees of PickAX under the PickAX 2000 Stock Plan and
    assumed by the Company in the merger. The options were issued pursuant to
    an exemption from registration under Rule 701 pursuant to the Securities Act
    of 1933.

(4) 1,005,548 unregistered common shares of the Company were issued to Astoria
    upon the conversion of the principal and accrued interest due on a note due
    from PickAX following the PickAX acquisition, based on a conversion value of
    $4.125 per share which was the closing price on the day of conversion. The
    issuance of such common shares was exempt from registration under the
    Securities Act of 1933, pursuant to Section 4(2) thereof.

(5) 969,697 unregistered common shares of the Company were sold to Astoria for
    cash following the PickAX acquisition at a price of $4.125 per share which
    was the closing the price on the day of the transaction. The issuance of
    such common shares was exempt from registration under the Securities Act of
    1933, pursuant to Section 4(2) thereof.

(6) 22,121 unregistered common shares of the Company were sold to two
    individuals for cash following the PickAX acquisition at a price of $4.125
    per share which was the closing the price on the day of the transaction. The
    transaction was exempt from registration under the Securities Act of 1933,
    pursuant to Section 4(2) thereof.


                                       16

<PAGE>   17

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

At the 2000 Annual Meeting of the Company's Stockholders held on October 23,
2000, and continued on November 7, 2000, three proposals were submitted. No
other proposals were put before the meeting:

To elect Bryce Burns, Bryan Sparks, and Gwyneth Gibbs as the three Class III
directors to serve until the 2003 Annual Meeting of the Stockholders or until
their successors are elected and shall qualify:

    a.  Bryce Burns:    FOR: 7,631,578    AGAINST: None    ABSTAIN: 3,490

    b.  Bryan Sparks:   FOR: 7,631,578    AGAINST: None    ABSTAIN: 3,490

    c.  Gwyneth Gibbs:  FOR: 7,631,518    AGAINST: None    ABSTAIN: 3,550

In addition to these three Class III Directors, the following members of the
Board of Directors continue to serve: Douglas Marshall, Geoffrey Wagner, Gilbert
Figueroa, and Gerald Chew.

To increase the number of shares authorized under the Company's 1999 Stock
Option Plan from 1,500,000 to 5,000,000:

                  FOR: 7,611,289   AGAINST: 20,492   ABSTAIN: 3,287

To ratify the appointment of Grant Thornton LLP as the independent public
accountants of the Company for the fiscal year ending March 31, 2001:

                  FOR: 7,629,618   AGAINST:  3,343   ABSTAIN: 2,107

At a special meeting of the Company's Stockholders held on November 29, 2000,
two proposals were submitted. Both proposals passed and there were no other
proposals considered at the meeting:

To acquire PickAX under the Plan of Merger dated August 23, 2000:

                  FOR: 7,863,595   AGAINST:   160    ABSTAIN: 640

To amend the Company's Restated Articles of Incorporation to (a) change the name
of the Company to "Raining Data Corporation" and (b) increase the number of
authorized shares of common stock of the Company from twenty million
(20,000,000) to thirty million (30,000,000);

                   (a) FOR: 7,863,692   AGAINST: 173   ABSTAIN: 540
                   (b) FOR: 7,862,850   AGAINST: 340   ABSTAIN: 540


                                       17

<PAGE>   18

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

         3.1  -  Certificate of Amendment of Restated Certificate of
                 Incorporation of the Company.

         4.1  -  Registration Rights Agreement between the Company and the
                 Holders.

         4.2  -  Note and Warrant Purchase Agreement between the Company and
                 Astoria Capital Partners, L.P.

         4.3  -  Secured Promissory Note issued by the Company to Astoria
                 Capital Partners, L.P.

         4.4  -  Common Stock Purchase Warrant issued by the Company to Astoria
                 Capital Partners, L.P.

         4.5  -  Second Amendment To Credit Facility Agreement, Promissory Note
                 and Non-Transferable Warrant

        10.1  -  Form of Employment Agreement

(b) Reports on Form 8-K.

8-K filed October 24, 2000 Item 5: Other Events: resignation of James Dorst as
Director, election of Bryan Sparks as Director; election of Bryce Burns as
Chairman; termination of 1994 Employee Stock Purchase Plan; loans from related
parties.

8-K filed December 15, 2000 Item 2: Merger with PickAX. Item 5: resignation of
Philip Barrett as a Director; election of Gilbert Figueroa as Director; election
of officers; change of corporate name; proceeds from private placement.

8-K filed December 21, 2000 Item 5: Other Events: election of directors at
annual meeting; increase in stock reserved for 1999 Stock Option Plan.


                                       18


<PAGE>   19

                                   SIGNATURES

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


Date: February 14, 2001

                                              RAINING DATA CORPORATION

                                              /s/ SCOTT ANDERSON
                                              ----------------------------------
                                                  Scott K. Anderson, Jr.
                                                  Vice President Finance,
                                                  Treasurer and Secretary
                                                  (Principal Financial and
                                                  Accounting Officer)


                                       19


<PAGE>   20

                                 EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------

    3.1        Certificate of Amendment of Restated Certificate of Incorporation
               of the Company.

    4.1        Registration Rights Agreement between the Company and the
               Holders.

    4.2        Note and Warrant Purchase Agreement between the Company and
               Astoria Capital Partners, L.P.

    4.3        Secured Promissory Note issued by the Company to Astoria Capital
               Partners, L.P.

    4.4        Common Stock Purchase Warrant issued by the Company to Astoria
               Capital Partners, L.P.

    4.5        Second Amendment To Credit Facility Agreement, Promissory Note
               and Non-Transferable Warrant

   10.1        Form of Employment Agreement