UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-Q

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

                For the Quarterly Period Ended December 31, 2000

                                       OR

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

                   For the Transition Period From ____ to ____

                                   ----------
                         Commission File Number 0-20095

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

              DELAWARE                                    95-3825313
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                  12636 High Bluff Drive, San Diego, California
               92130-2093 (Address of principal executive office,
                               including zip code)

                                 (858) 794-3789
              (Registrant's telephone number, including area code)

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

       YES  X                                                NO
           ----                                                 ----

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of December 31, 2000.

Common Stock, par value $0.001 per share                  6,843,803 shares

<PAGE>

                                  PREVIO, INC.

                                      INDEX

PART I.           FINANCIAL INFORMATION

Item 1.  Financial Statements                                              PAGE
             Condensed Consolidated Balance Sheets
                    as of December 31, 2000 and
                    September 30, 2000                                      3

             Condensed Consolidated Statements of
                    Operations for the three months
                    ended December 31, 2000 and 1999                        4

             Condensed Consolidated Statements of Cash
                    Flows for the three months ended
                    December 31, 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

Item 3.      Quantitative and Qualitative Disclosures about
                       Market Risk                                         13

PART II.  OTHER INFORMATION

Item 1.      Legal Proceedings                                             14

Item 2.      Changes in Securities and Use of Proceeds                     14

Item 3.      Defaults Upon Senior Securities                               14

Item 4.      Submission of Matters to a Vote of Security Holders           14

Item 5.      Other Information                                             14

Item 6.      Exhibits and Reports on Form 8-K                              14

SIGNATURES                                                                 15




                                       2
<PAGE>

                                  PREVIO, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

                                     ASSETS

                                             December 31,         September 30,
                                                 2000                  2000
                                                 ----                  ----
                                             (UNAUDITED)
                                             -----------

Current assets:
     Cash                                   $     11,129         $     17,862
     Marketable securities                        17,920               11,872
     Accounts receivable                             592                1,455
     Other current assets                            488                  220
                                            -------------        -------------
         Total current assets                     30,129               31,409

Property and equipment, net                        1,660                1,723
Other assets                                         333                  344
                                            -------------        -------------
                                            $     32,122         $     33,476
                                            =============        =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                       $        728         $        855
     Deferred revenue                              1,330                  921
     Accrued expenses and other
       current liabilities                         3,148                3,773
                                            -------------        -------------
         Total current liabilities                 5,206                5,549

Other liabilities                                     17                   17
                                            -------------        -------------
                                                   5,223                5,566
                                            -------------        -------------

Stockholders' equity
     Common stock at par value                         9                    9
     Additional paid in capital                   80,174               80,081
     Treasury stock                              (41,347)             (41,347)
     Cumulative translation adjustment               (65)                 (70)
     Accumulated deficit                         (11,872)             (10,763)
                                            -------------        -------------
         Total stockholders' equity               26,899               27,910
                                            -------------        -------------
                                            $     32,122         $     33,476
                                            =============        =============

      See accompanying notes to condensed consolidated financial statements

                                       3

<PAGE>

                                  PREVIO, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

                                                      Three Months Ended
                                                          December 31,
                                                          ------------
                                                    2000               1999
                                                    ----               ----


Net revenues                                   $   1,926          $   3,178

Cost of revenues                                     175                253
                                               ----------         ----------

Gross margin                                       1,751              2,925
                                               ----------         ----------

Operating expenses:
    Research and development                       1,088              1,339
    Sales and marketing                            1,652              1,920
    General and administrative                       604                598
                                               ----------         ----------

        Total operating expenses                   3,344              3,857
                                               ----------         ----------

Operating loss                                    (1,593)              (932)

Interest  income                                     484                420
                                               ----------         ----------

Loss before income taxes                          (1,109)              (512)

Benefit from income taxes                              -                (62)
                                               ----------         ----------

Net loss                                       $  (1,109)         $    (450)
                                               ==========         ==========

Net loss per share, basic and diluted              (0.16)             (0.07)
Weighted average common shares
    outstanding, basic and diluted                 6,840              6,060

      See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>

                                  PREVIO, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS; UNAUDITED)
<TABLE>
<CAPTION>

                                                                              Three Months Ended
                                                                                 December 31,
                                                                                 ------------
                                                                         2000                    1999
                                                                         ----                    ----
<S>                                                                  <C>                    <C>
Cash flows from operating activities:
     Net loss                                                         $   (1,109)           $     (450)
     Adjustments required to reconcile net loss
        to net cash used by operating activities:
        Depreciation and amortization                                        269                   340
        Stock-based compensation                                             (25)                    -
     Changes in assets and liabilities:
        Accounts receivable                                                  863                   214
        Inventories                                                            -                    39
        Other assets                                                        (267)                  (80)
        Accounts payable                                                    (127)                  141
        Accrued expenses and other current liabilities                      (216)                 (146)
                                                                      -----------           -----------
           Net cash provided (used) by operating activities                 (612)                   58
                                                                      -----------           -----------

Cash flows from investing activities:
     Purchases of marketable securities                                  (15,548)               (5,205)
     Sales of marketable securities                                        9,500                10,000
     Purchases of property and equipment                                    (196)                 (224)
                                                                      -----------           -----------
           Net cash provided (used) by investing activities               (6,244)                4,571
                                                                      -----------           -----------

Cash flows from financing activities:
     Issuance of common stock                                                118                   739
     Tax benefit from exercise of stock options                                -                    45
                                                                      -----------           -----------
           Net cash provided by financing activities                         118                   784
                                                                      -----------           -----------

Effect of exchange rates on cash and cash equivalents                          5                     1

Net increase (decrease) in cash and cash equivalents                      (6,733)                5,414

Cash and cash equivalents at beginning of period                          17,862                 9,079
                                                                      -----------           -----------
Cash and cash equivalents at end of period                            $   11,129            $   14,493
                                                                      ===========           ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>

                                  PREVIO, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  BASIS OF PRESENTATION:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

The accompanying condensed consolidated unaudited financial statements of
Previo, Inc. ("Previo" or the "Company") have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission regarding
interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
annual report for the year ended September 30, 2000. (On April 25, 2000, the
Company changed its name from Stac Software, Inc., to Previo, Inc. Therefore,
some filings and financial statements that are referenced were originally filed
or reported under the Stac Software, Inc. name.) In the opinion of management,
the accompanying condensed consolidated unaudited financial statements contain
all adjustments, consisting of only normal recurring items, necessary for a fair
presentation of the Company's financial position as of December 31, 2000 and its
results of operations for the three month periods ended December 31, 2000 and
1999, respectively. These condensed consolidated unaudited financial statements
are not necessarily indicative of the results to be expected for the entire
year.


NOTE 2. LOSS PER SHARE: (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS; UNAUDITED)

Basic EPS is calculated by dividing net loss by the weighted average number of
common shares outstanding for the period, without consideration for the dilutive
impact of potential common shares ("dilutive securities") that were outstanding
during the period. Diluted EPS is computed by dividing net loss by the weighted
average number of common shares outstanding for the period, increased by
dilutive securities that were outstanding during the period unless the effect of
these securities is anti-dilutive. Net loss remains the same for the
calculations of basic EPS and diluted EPS. The following securities were
excluded from the calculation because they are anti-dilutive: 724,950 and
1,673,540 for the quarters ended December 31, 2000 and December 31, 1999,
respectively. A reconciliation of the numerators and denominators of the basic
and diluted EPS calculations for the three months ended December 31, 2000 and
1999 is presented below.

                                       6
<PAGE>

                               Three Months Ended
                                December 31, 2000
                                -----------------

                                                        Per-Share
                          Net Loss         Shares         Amount
                          --------         ------         ------

Net Loss                  $(1,109)

Basic EPS                                   6,840        $(0.16)

Dilutive Securities                            -
                                           ------
Diluted EPS                                 6,840        $(0.16)
                                           ======

                               Three Months Ended
                                December 31, 1999
                                -----------------

                                                        Per-Share
                          Net Loss         Shares         Amount
                          --------         ------         ------

Net Loss                  $  (450)

Basic EPS                                   6,060        $(0.07)

Dilutive Securities                            -
                                           ------
Diluted EPS                                 6,060        $(0.07)
                                           ======

NOTE 3. STOCK OPTION PLAN SUMMARY (UNAUDITED)

The following is a summary of stock options outstanding at December 31, 2000:

                                                   OPTIONS OUTSTANDING
                                           -------------------------------------
                                                         WEIGHTED-
                                                          AVERAGE      WEIGHTED-
                                                         REMAINING      AVERAGE
                                                        CONTRACTUAL    EXERCISE
                                           NUMBER       LIFE (YEARS)     PRICE
                                           ------       ------------     -----
  Price Range
       $1.64 - $2.60..............        194,165          2.89           $2.53
       $2.72 - $3.36..............        330,959          5.54           $3.33
       $3.50 - $5.81..............        474,323          8.22           $4.70
       $5.81 - $7.13..............        380,007          9.60           $6.01
       $7.25 - $12.88.............        466,759          8.22           $8.77
                                        ---------
       $1.64 - $12.88.............      1,846,213          7.46           $5.52
                                        =========

The following is a summary of stock options exercisable at December 31, 2000:

                                                       OPTIONS EXERCISABLE
                                                    ----------------------------
                                                                  WEIGHTED-
                                                                   AVERAGE
                                                                  EXERCISE
                                                   NUMBER          PRICE
                                                   ------          -----
     Price Range
           $1.64 - $ 2.60                          194,165         $2.53
           $2.72 - $ 3.36                          291,404         $3.34
           $3.50 - $ 5.81                          176,569         $4.46
           $5.81 - $ 7.13                            8,028         $6.29
           $7.25 - $12.88                          186,177         $7.72
                                                   -------
           $1.64 - $12.88                          856,343         $4.37
                                                   =======

                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

     Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risk and
uncertainties. Previo's future results could differ materially from those
discussed here. During the quarter ended December 31, 2000 the Company
experienced decreased revenues and operating results and expects to experience
decreased revenues in the future, due to the discontinuation of its traditional
software products. The Company expects its quarterly results to fluctuate due to
the re-focus of the Company and the discontinuation and divestiture of its
legacy products. Additional factors that could cause or contribute to
differences in future results include but are not limited to: fluctuations in
the Company's operating results, new product introductions by the Company,
market acceptance of the Company's eSupport Essentials product and new product
introductions, the Company's decision to offer its software products for sale on
a subscription basis, which could result in lower revenues in the short term,
new product introductions by competitors, technological changes in the personal
computer and communications industries, uncertainties regarding intellectual
property rights and the other factors referred to herein (including, but not
limited to, the factors discussed below under "Revenues," "Quarterly Trends"
"Seasonality," "Operating Systems," "Competition and Risks Associated with New
Product Introductions," and "Stock Price Volatility"), in the Company's Form
10-K for the year ended September 30, 2000 . Due to these fluctuations and the
Company's discontinuation and divestiture of its legacy products, historical
results and percentage relationships are not necessarily indicative of the
operating results for any future period.

OVERVIEW

     Previo's business is focused on developing and marketing software products
that provide automated resolutions to problems, and protection/recovery of data
for desktop and notebook computers used by corporate enterprises. These
solutions are aimed at assisting information technology and computer support
organizations within these companies to rapidly resolve their end user systems
and recovery problems and to better manage the functionality of these systems
over their life cycles. Previo's products are sold through a variety of domestic
and international channels.


     Previo's initial software offering, which became commercially available in
May 2000, is eSupport Essentials. eSupport Essentials implements patented
technology that permits the return of an inoperable desktop or notebook computer
back to working condition with relative ease of use, while providing for the
automated recovery of an entire computer system including the operating system,
applications, individual user preferences and all end user data. The results are
increased end-user uptime and service levels, faster problem resolution, and
significant reductions in support costs and efforts. eSupport Essentials is
based on the technology used in the Company's former product, Replica NDM, which
was introduced to selected customer sites in April 1998 and became commercially
available in January 1999. In addition, the Company entered into an agreement
with Miramar Systems, Inc. ("Miramar") pursuant to which it will integrate
Miramar's Desktop DNA(TM) system migration technology into Previo's eSupport
Essentials product. eSupport Essentials builds on the technology introduced in
Replica NDM and expands on it by adding features such as system roll-back, which
allows users to restore their applications, data and user preferences to an
earlier point-in-time as well as adding remote access capabilities (using the
technology formerly used in ReachOut), which provides additional functionality
targeted at the enterprise help-desk market.

                                       8
<PAGE>

     On May 1, 2000, the Company announced an exclusive OEM agreement with
Hewlett-Packard Company ("HP"). Under this agreement, Previo's eSupport
Essentials serves as the software application core for the HP SureStore
AutoBackup family of products. These products represent off the shelf, turn-key
solutions which provide core features of the eSupport Essentials software
pre-installed on an HP server appliance. Built on thin-server technology, the
appliance captures changes to hard-drive content whenever a PC connects to the
network. This automated process is transparent to end-users and does not
interfere with other applications. This new class of solutions is designed to
safeguard the high volume of business-critical data residing on mobile computers
and networked desktop systems in workgroup environments. The sales of this
product have been lower than expected. The Company cannot predict the future
sales of these products, and therefore is unable to determine the future royalty
revenues it will receive, if any. In the event that the royalty revenues
associated with this product were to cease, the Company would not expect the
impact to its current operations to be significant.

     The following discussion should be read in conjunction with the
consolidated financial statements included elsewhere within this quarterly
report.

RESULTS OF OPERATIONS

     The following table sets forth the Company's results of operations and the
percentage relationship of certain items to revenues during the periods shown:

                                                      Three Months Ended
                                                         December 31,
                                                         ------------
                                                     2000               1999
                                                     ----               ----

         Revenues                                     100%               100%
         Cost of revenues                               9                  8
                                                 ----------         ----------
         Gross margin                                  91                 92
                                                 ----------         ----------

         Research and development                      57                 42
         Sales and marketing                           86                 60
         General and administrative                    31                 19
                                                 ----------         ----------
         Total operating expenses                     174                121
                                                 ----------         ----------

         Operating loss                               (83)               (29)
         Interest income                               25                 13
                                                 ----------         ----------

         Loss before income taxes                     (58)               (16)

         Benefit from income taxes                      -                 (2)
                                                 ----------         ----------

         Net loss                                     (58)%              (14)%
                                                 ==========         ==========

                                       9
<PAGE>

     REVENUES. Revenues decreased 39% to $1.9 million for the quarter ended
December 31, 2000 from $3.2 million in the quarter ended December 31, 1999. As
discussed above, the Company initiated significant changes to its business
strategy, including the planned discontinuation of sales of the ReachOut and
Replica Tape products, in order to focus on positioning the Company in the
eSupport market. Although the Company is no longer actively marketing these
products, the revenues for the December 31, 2000 quarter includes $1.4 million
in revenues generated by ReachOut and Replica Tape sales, primarily from the
recognition of previously deferred revenues related to license fees and the
expiration of return rights for product sold through the distributor/retail
channel. The Company expects to recognize declining amounts of revenues related
to the ReachOut and Replica Tape products during the fiscal year ended September
30, 2001. This change in business focus coupled with a decline in revenues from
a major OEM partner for royalties associated with the Replica Tape product
contributed to the decrease in revenues for the December 31, 2000 quarter. The
Company expects current and future revenues to be significantly lower than the
comparable prior periods due to the discontinuance of the ReachOut and Replica
Tape products.

     International sales were $0.5 million, or 26% of revenues for the quarter
ended December 31, 2000, and $0.8 million or 24% of revenues for the quarter
ended December 31, 1999. The decrease in international revenues in the December
31, 2000 quarter from those in the comparable period of the prior fiscal year
was primarily due to the planned discontinuation of sales of the ReachOut and
Replica Tape products, and the reduction in Replica Tape royalties as discussed
above. Previo markets and sells to its European accounts from its office in the
United Kingdom and markets and sells to the other principal international
markets through sales personnel in its San Diego office.

     The Company has decided to offer its software products for sale on a
subscription basis, and to offer a managed service product (incorporating
Previo's software products), also on a subscription basis. Selling by
"subscription basis" means either a fee per user for a period of time or per use
of the product (a basis sometimes called "micro-transactions"). It is possible
that a substantial portion of the Company's sales will be on a subscription
basis. As the Company phases in the subscription model (starting in the March
2001 quarter), it is likely to experience a decline in revenues in the short
term. This could occur because one-time license sales result in immediately
recognizable revenue, whereas a sale to an enterprise of the same size on a
subscription basis would result in smaller revenues per month over the duration
of the agreement. The Company expects the value of a subscription sale (over its
lifetime) will exceed that of a one-time license sale for any given enterprise;
even so, the short-term impact will likely be negative.

     COST OF REVENUES AND GROSS MARGIN. Cost of revenues consists primarily of
license fees and the costs of rendering product support services. Gross margins
were 91% for the quarter ended December 31, 2000 compared to 92% in the
comparable quarter of the prior fiscal year.

     RESEARCH AND DEVELOPMENT. Research and development costs consist primarily
of salaries, employee benefits, overhead, outside contractors and non-recurring
engineering fees. Such expenses were $1.1 million and $1.3 million for the
quarters ended December 31, 2000 and December 31, 1999, respectively. The
decrease in research and development costs from the prior year's quarter was
primarily due to lower consulting costs, related to consultants who had been
retained to assist the Company with certain non-recurring engineering in the
December 1999 quarter. The Company expects to continue to invest in the
development of products for which it believes there is a need in the market;
however, the research and development programs invested in by the Company may
not be successful and any products resulting from such programs may not achieve
market acceptance.

                                       10
<PAGE>

     SALES AND MARKETING. Sales and marketing expenses consist primarily of the
salaries, commissions and employment benefits of sales and marketing personnel,
and consulting, advertising, promotion and overhead expenses. Such expenses were
$1.7 million for the quarter ended December 31, 2000 and $1.9 million for the
quarter ended December 31, 1999. The decrease in expenses in the quarter ended
December 31, 2000 compared to those of the quarter ended December 31, 1999 is
primarily due to a larger portion of ongoing customer support costs being
allocated to cost of sales, consistent with the revenue generating activities
they directly support. Consolidated sales and marketing expenses are expected to
remain a significant ongoing operating expense and are expected to increase in
future quarters.

     GENERAL AND ADMINISTRATIVE. General and administrative expenses are
comprised primarily of salaries for administrative and corporate services
personnel, legal, and other professional fees. Such expenses were $0.6 million
for the quarters ended December 31, 2000 and December 31, 1999, respectively.
General and administrative expenses are expected to increase throughout the
current fiscal year.

     INTEREST INCOME. Interest income was $0.5 million and $0.4 million for the
quarters ended December 31, 2000 and 1999, respectively. The increase in
interest income in the quarter ended December 31, 2000 over the period ended
December 31, 1999 is due to higher interest rates during the period, partially
offset by lower average invested balances.

     INCOME TAXES. The effective tax rates for the December 2000 and 1999
quarters were based on the Company's forecasted taxable results for the year and
the anticipated carry-back benefit for income taxes paid in previous years, if
any. The effective income tax rate for the quarter ended December 31, 2000 was
0% as the Company does not project taxable income for the current fiscal year
and has exhausted its net operating loss carry-backs. The benefit recorded in
the December 31, 1999 quarter reflected refunds the Company expected to receive
as a result of net operating loss carry-backs.

     QUARTERLY TRENDS. Fluctuations in quarterly results are expected to be
significantly impacted by the cessation of revenues from discontinued product
lines, ReachOut and Replica Tape. Management does not expect the revenue streams
from its eSupport Essentials products to offset the decrease from the
discontinued product lines until at least the end of fiscal 2001. In addition,
the Company historically has experienced significant fluctuations in its
revenues and operating results, including net income (loss), and anticipates
that these fluctuations will continue. The Company operates with relatively
little backlog of its perpetual software license sales, and the majority of its
software revenues each quarter result from orders received in that quarter.
Consequently, if near-term demand for the Company's products weakens in a given
quarter, the Company's operating results for that quarter would be adversely
affected. In addition, when the Company announces enhanced versions of its
software products, the announcement may have the effect of slowing sales of the
current version of the product as buyers delay their purchase. Quarterly results
have been or may in the future be influenced by the timing of announcements or
introductions of new products and product upgrades by the Company or its
competitors, delays in product development and licensing of the Company's
products and core technology. In addition, the Company's eSupport Essentials
product offering may have a lengthy evaluation period before any purchase is
made. Additionally, as discussed above under "Revenues," the Company has decided
to offer its software products for sale on a subscription basis, which could
result in lower revenues in the short term. Also, Hewlett-Packard ("HP")
partners with the Company to produce a network appliance (SureStore AutoBackup
PC25/100). HP is responsible for the marketing, sale and distribution of the
SureStore AutoBackup product. The Company receives royalties for each appliance
sold by HP. The sales of this product have been lower than expected. The Company
is uncertain what future sales of these products will be, and therefore is
uncertain what future royalty revenues will be. In the event that the royalty
revenues associated with this product were to cease, the Company would not
expect the impact to its operations to be significant. The Company expects that
the combination of transitioning to subscription pricing, the lower royalties
from HP, and increased operating expenses as the Company broadens its reach in
the eSupport market, will likely postpone the Company's profitability into the
following fiscal year.

                                       11
<PAGE>

     SEASONALITY. The software industry has typically experienced some seasonal
variations in demand, with sales declining somewhat in the summer months. The
Company believes that its software sales are subject to similar seasonal
variations which, when combined with the other factors described above, are
likely to result in fluctuations in the Company's quarterly results. As a
result, historical quarter-to-quarter comparisons should not be relied upon as
indicative of future performance.

     OPERATING SYSTEMS. eSupport Essentials server component runs on Windows NT
4.0 Server with client support for Windows 98, Windows 95, Windows NT
Workstations and Windows 2000 Professional. The Company expects to support
Windows 2000 server during calendar 2001. Future versions of Microsoft's Windows
operating systems may require significant changes to the Company's products in
order to maintain compatibility.

     COMPETITION AND RISKS ASSOCIATED WITH NEW PRODUCT INTRODUCTIONS. The market
for eSupport Essentials is intensely competitive, rapidly changing and
significantly affected by new product introductions and other market activities
of industry participants. Companies such as Support.com, Connected Corporation
and Motive Communications, Inc. are also marketing products in the eSupport
arena. Competition for eSupport Essentials and any new products the Company may
offer could result in a failure to establish significant sales volume, and/or
price concessions that could prevent the Company from ever becoming profitable.

     Also, the Company's eSupport Essentials product may be perceived to compete
with well established back-up products from Computer Associates, Inc., Veritas
Software Corporation and Legato, all of which have established channels of
distribution and installed customer bases. The Company has entered into an OEM
license with HP that authorizes HP to resell core eSupport Essentials technology
under certain conditions (see discussion in "Quarterly Trends" section above).
The Company expects to realize less revenue per unit than it would if it sold
the products itself. As a result, the Company could realize less revenue from
its relationship with HP than it might have otherwise obtained by only directly
selling eSupport Essentials. Also, eSupport Essentials is being introduced into
sophisticated server environments and, while the Company has invested
significant resources in testing eSupport Essentials under a variety of
conditions, configurations and circumstances, there are likely to be
environments which have not been anticipated for which additional development of
eSupport Essentials will be necessary.

     STOCK PRICE VOLATILITY. Due to the factors noted above, the Company's
future earnings and therefore, its stock price has been and may be subject to
significant volatility, particularly on a quarterly basis. Any shortfall in
earnings from levels expected by securities analysts could have an immediate and
significant adverse effect on the trading price of the Company's common stock in
any given period. Shortfalls in the Company's earnings could be caused by
shortfalls in revenues and/or increased levels of expenditures. Additionally,
the Company participates in a highly dynamic industry, which often results in
significant volatility of the Company's stock price.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash and marketable securities decreased by $0.7 million to
$29.0 million at December 31, 2000 from those at September 30, 2000. The
decrease was primarily due to cash used in general operations, partially offset
by the liquidation of accounts receivable balances. Working capital decreased by
$0.9 million to $24.9 million at December 31, 2000 from that at September 30,
2000.

     The Company believes that existing cash balances and funds provided by
operations will be sufficient to finance the working capital requirements of the
consolidated company for at least the next twelve months.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The Company is exposed to a variety of risks, including foreign currency
fluctuations and changes in the market value of its investments. In the normal
course of business, the Company employs established policies and procedures to
manage its exposure to fluctuations in foreign currency values and changes in
the market value of its investments.

     The Company's foreign currency risks are mitigated principally by
maintaining only nominal foreign currency cash balances. Working funds necessary
to facilitate the short term operations of the Company's subsidiary in the
United Kingdom are kept in the local currencies for the European countries in
which they do business, with excess funds transferred to Previo's offices in the
United States for investment.

                                       13

<PAGE>

                            PART II-OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
            Not applicable

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
            Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
            Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            Not Applicable

ITEM 5.  OTHER INFORMATION
            Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits
                  27.1 Financial Data Schedule
                  10.1 Agreement Respecting Modified Version of Desktop
                       DNA(TM)dated October 20, 2000 between the Company and
                       Miramar Systems, Inc.*
                  10.2 First Amendment to the Agreement Respecting Modified
                       Version of Desktop DNA(TM), dated February 8, 2001,
                       between the Company and Miramar Systems, Inc.*
                  10.3 Employment Agreement dated January 8, 2001 between the
                       Company and Clifford Flowers.
                  10.4 Employment Agreement dated January 8, 2001 between the
                       Company and James T. Nicol

                  *Confidential treatment has been requested for portions of
                  this exhibit from the Securities and Exchange Commission.

          (b)     Reports on Form 8-K
                   None

                                       14
<PAGE>

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


                                                  Previo, Inc.


Date:  February 12, 2001                     /S/ CLIFFORD L. FLOWERS
                                 -----------------------------------------------
                                               Clifford L. Flowers
                                           (Vice President of Finance,
                                           Chief Financial Officer and
                                       Principal Financial and Accounting
                                                    Officer)



Date:  February 12, 2001                        /S/ TOM DILATUSH
                                 -----------------------------------------------
                                                  Tom Dilatush
                                          (Chief Executive Officer and
                                            Duly Authorized Officer)

                                       15