<PAGE>

                                  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 March 31, 2002

                                       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 April 30, 2002.

Common Stock, par value $0.001 per share                       6,890,559  shares





<PAGE>

                                  PREVIO, INC.

                                      INDEX

PART I.           FINANCIAL INFORMATION

  Item 1.         Financial Statements                                      Page
                                                                            ----
                  Condensed Consolidated Balance Sheets
                         as of March 31, 2002 (unaudited) and
                         September 30, 2001                                    3

                  Condensed Consolidated Statements of
                         Operations for the three and six months
                         ended March 31, 2002 and 2001, (unaudited)            4

                  Condensed Consolidated Statements of Cash
                         Flows for the three and six months ended
                         March 31, 2002 and 2001, (unaudited)                  5

                  Notes to Unaudited Condensed Consolidated Financial
                         Statements                                            6

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

  Item 3.         Quantitative and Qualitative Disclosures about
                            Market Risk                                       16

                   Risk Factors                                               16

PART II.          OTHER INFORMATION

  Item 1.         Legal Proceedings                                           18

  Item 2.         Changes in Securities and Use of Proceeds                   18

  Item 3.         Defaults Upon Senior Securities                             18

  Item 4.         Submission of Matters to a Vote of Security Holders         18

  Item 5.         Other Information                                           19

  Item 6.         Exhibits and Reports on Form 8-K                            19

SIGNATURES                                                                    20

                                       2


<PAGE>
<TABLE>

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

                                     ASSETS

                                                                March 31,    September 30,
                                                                  2002           2001
                                                                ---------      ---------
                                                               (UNAUDITED)
<S>                                                             <C>            <C>
Current assets:
     Cash and cash equivalents                                  $  5,237       $  9,658
     Marketable securities                                        11,968          9,942
     Accounts receivable                                             357            279
     Income taxes receivable                                       2,500              -
     Prepaid expenses                                                557          1,061
                                                                ---------      ---------
         Total current assets                                     20,619         20,940

Property and equipment, net                                          428          1,272
Other assets                                                         269            263
                                                                ---------      ---------
                                                                $ 21,316       $ 22,475
                                                                =========      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                           $    219       $    652
     Deferred revenue                                                372            423
     Accrued expenses and other
       current liabilities                                         1,287          1,572
                                                                ---------      ---------
         Total current liabilities                                 1,878          2,647

Other liabilities                                                      -             17
                                                                ---------      ---------
                                                                   1,878          2,664
                                                                ---------      ---------

Stockholders' equity
     Common stock at par value                                         9              9
     Additional paid in capital                                   80,302         80,245
     Treasury stock                                              (41,347)       (41,347)
     Cumulative translation adjustment                               (51)           (42)
     Accumulated deficit                                         (19,475)       (19,054)
                                                                ---------      ---------
         Total stockholders' equity                               19,438         19,811
                                                                ---------      ---------
                                                                $ 21,316       $ 22,475
                                                                =========      =========
</TABLE>

 See accompanying notes to unaudited condensed consolidated financial statements

                                       3

<PAGE>
<TABLE>

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

                                         Three Months Ended          Six Months Ended
                                             March 31,                   March 31,
                                             ---------                   ---------
                                         2002          2001          2002          2001
                                       --------      --------      --------      --------
<S>                                    <C>           <C>           <C>           <C>
Net revenues                           $   563       $ 1,855       $ 1,535       $ 3,781

Cost of revenues                           131           159           293           334
                                       --------      --------      --------      --------

Gross margin                               432         1,696         1,242         3,447
                                       --------      --------      --------      --------

Operating expenses:
    Research and development               461           928         1,066         2,016
    Sales and marketing                    551         2,146         1,950         3,798
    General and administrative             483           754         1,198         1,358
    Restructuring and impairment           545             -           970             -
                                       --------      --------      --------      --------

        Total operating expenses         2,040         3,828         5,184         7,172
                                       --------      --------      --------      --------

Operating loss                          (1,608)       (2,132)       (3,942)       (3,725)

Interest and other income                  672           384           794           868
                                       --------      --------      --------      --------

Loss before income taxes                  (936)       (1,748)       (3,148)       (2,857)

Benefit from income taxes               (2,727)            -        (2,727)            -
                                       --------      --------      --------      --------

Net income/(loss)                      $ 1,791       $(1,748)      $  (421)      $(2,857)
                                       ========      ========      ========      ========

Income/(loss) per common share,
  basic:                               $  0.26       $ (0.26)      $ (0.06)      $ (0.42)
Income/(loss) per common share,
  diluted:                             $  0.26       $ (0.26)      $ (0.06)      $ (0.42)

Weighted average common shares,
         basic                           6,887         6,850         6,882         6,845
Weighted average common shares,
         diluted                         6,894         6,850         6,882         6,845

Net income/(loss)                      $ 1,791       $(1,748)      $  (421)      $(2,857)
Cumulative translation adjustment           (9)            4            (9)            9
                                       --------      --------      --------      --------

Comprehensive income/(loss)            $ 1,782       $(1,744)      $  (430)      $(2,848)
                                       ========      ========      ========      ========
</TABLE>

 See accompanying notes to unaudited condensed consolidated financial statements

                                       4
<PAGE>
<TABLE>

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

                                                                Six Months Ended
                                                                   March 31,
                                                                   ---------
                                                               2002           2001
                                                            ---------      ---------
<S>                                                         <C>            <C>
Cash flows from operating activities:
     Net loss                                               $   (421)      $ (2,857)
     Adjustments required to reconcile net loss
        to net cash used by operating activities:
        Depreciation and amortization                            326            520
        Stock-based compensation                                   -            (25)
     Changes in assets and liabilities:
        Accounts receivable                                      (78)           585
        Other assets                                             478           (307)
        Fixed asset disposals                                    589              -
        Accounts payable                                        (433)           121
        Income taxes receivable                               (2,500)             -
        Income taxes payable                                       -            (52)
        Deferred revenue                                         (51)            46
        Accrued expenses and other current liabilities          (285)          (873)
                                                            ---------      ---------
           Net cash used by operating activities              (2,375)        (2,842)
                                                            ---------      ---------

Cash flows from investing activities:
     Purchases of marketable securities                      (22,526)       (26,628)
     Sales of marketable securities                           20,500         35,500
     Purchases of property and equipment                         (51)          (389)
                                                            ---------      ---------
           Net cash provided / (used by) investing
               activities                                     (2,077)         8,483
                                                            ---------      ---------

Cash flows from financing activities:
     Issuance of common stock                                     40            152
                                                            ---------      ---------
           Net cash provided by financing activities              40            152
                                                            ---------      ---------

Effect of exchange rates on cash and cash equivalents             (9)             9

Net increase/(decrease) in cash and cash equivalents          (4,421)         5,802

Cash and cash equivalents at beginning of period               9,658         17,862
                                                            ---------      ---------
Cash and cash equivalents at end of period                  $  5,237       $ 23,664
                                                            =========      =========

Supplemental non-cash activities:
  Conversion of deferred compensation to equity
    upon exercise of common stock options                   $     17       $      -
                                                            =========      =========
</TABLE>

 See accompanying notes to unaudited condensed consolidated financial statements

                                       5

<PAGE>

                                  PREVIO, INC.
         NOTES TO UNAUDITED 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 unaudited condensed consolidated 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, 2001. In the opinion of
management, the accompanying unaudited condensed consolidated financial
statements contain all adjustments, consisting of only normal recurring items,
necessary for a fair presentation of the Company's financial position as of
March 31, 2002 and its results of operations for the quarters and six month
periods ended March 31, 2002 and 2001, respectively. These unaudited condensed
consolidated financial statements are not necessarily indicative of the results
to be expected for the entire year.

NOTE 2. Income/(Loss) Per Share: (TABLE AMOUNTS IN THOUSANDS, EXCEPT PER SHARE
        -----------------------   AMOUNTS)

Basic earnings per share, ("EPS"), is calculated by dividing net income/(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 income/(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 income/(loss) remains the same for the calculations of basic
EPS and diluted EPS. A reconciliation of the numerators and denominators of the
basic and diluted EPS calculations for the quarter ended March 31, 2002 is
presented below.

                                       6

<PAGE>

                                    Three Months Ended
                                       March 31, 2002
                                       --------------

                                                        Per-Share
                          Net Income       Shares         Amount
                          ----------       ------         ------

Net Income                $1,791

Basic EPS                                  6,887            $0.26

Dilutive Securities                            7
                                           ------
Diluted EPS                                6,894            $0.26
                                           ======

The calculations are the same for basic and diluted EPS for the quarter ended
March 31, 2001 and for the six month periods ending March 31, 2002 and 2001. The
following common stock equivalents (as calculated under application of the
treasury stock method) were excluded from the calculation because they are
anti-dilutive: 171,956 for the quarter ended March 31, 2001 and 3,547 and
190,140 for the six month periods ended March 31, 2002 and March 31, 2001,
respectively.

NOTE 3. Stock Option Plan Summary
        -------------------------

The following is a summary of stock options outstanding at March 31, 2002:

<TABLE>
<CAPTION>
                                                    OPTIONS OUTSTANDING
                                        ---------------------------------------------
                                                          WEIGHTED-
                                                           AVERAGE         WEIGHTED-
                                                          REMAINING         AVERAGE
                                                         CONTRACTUAL       EXERCISE
                                         NUMBER         LIFE (YEARS)         PRICE
                                         ------         ------------         -----
Price Range
     <S>                             <C>                   <C>                 <C>
     $1.48 - $3.19..............        444,367            5.80                $2.73
     $3.20 - $3.52..............        328,241            4.32                $3.38
     $3.56 - $3.76..............        335,121            8.38                $3.72
     $3.84 - $7.00..............        342,433            7.12                $5.17
     $7.25 - $11.37.............        358,876            6.35                $7.72
                                     -----------
     $1.48 - $11.37.............      1,809,038            6.37                $4.48
                                     ===========
</TABLE>

The following is a summary of stock options exercisable at March 31, 2002:

                                                 OPTIONS  EXERCISABLE
                                              ----------------------------
                                                             WEIGHTED-
                                                             AVERAGE
                                                             EXERCISE
                                                NUMBER        PRICE
                                                ------        -----
Price Range
      $1.48 - $3.19                              291,827      $2.76
      $3.20 - $3.52                              315,316      $3.38
      $3.56 - $3.76                              156,926      $3.72
      $3.84 - $7.00                              223,526      $5.09
      $7.25 - $11.37                             282,920      $7.69
                                              ----------
      $1.48 - $11.37                           1,270,515      $4.54
                                              ==========

                                       7

<PAGE>

NOTE 4. Restructuring and impairment
        ----------------------------

         In the six months ended March 31, 2002 there was a $970,000 charge to
restructuring and impairment. It is composed of a $545,000 charge in the March
31, 2002 quarter, and a $500,000 charge offset by a $75,000 reversal (related to
a prior period restructuring) in the quarter ended December 31, 2001. Details of
these charges are discussed below.

         As a result of continuing losses incurred by the Company through the
second quarter of fiscal 2002, the Company reviewed the value of its long-lived
assets for impairment. Management compared the carrying value of its long-lived
assets to the undiscounted future net cash flows expected to result from the use
of those assets and their eventual disposition. As a result of this analysis,
the carrying value of the Company's property and equipment in the United States
was written down to reflect management's estimate of the assets' fair value of
$18,000, resulting in a charge of $545,000. The estimated cash flows used in
this calculation were revised downward during the second quarter of fiscal 2002
based on the Company's operating results. Also, in the third quarter of fiscal
2002, the Company will incur costs related to severance payments made to
employees terminated in April 2002, and, depending upon the outcome of the
strategic alternatives being considered by management (discussed in more detail
below), the Company may incur additional restructuring costs.

         On December 31, 2001, the Company began implementing a restructuring
designed to bring costs in closer alignment with anticipated revenues based on
projected revenues at that time. However, the Company has subsequently changed
its strategy and is considering a number of strategic alternatives, which may
include the sale of the Company's core product line, a sale or merger of the
business or liquidation of the Company's assets. During the December quarter the
Company recorded a charge of $500,000 related to this restructuring. The
components of this charge included payments of severance and benefits to
terminated employees ($215,000) and anticipated costs for modifications to the
Company's leases, driven by the work force reduction ($285,000). As of March 31,
2002, payments for severance and benefits totaled $235,000 and there were
$45,000 in fixed assets write-offs and $40,000 in charges related to the
cancellation of marketing obligations that had been committed to prior to the
restructuring. The remaining $180,000 is included in accrued expenses and other
liabilities. The Company expects to complete the lease modifications mentioned
above during the quarter ended June 30, 2002.

         During the quarter ended September 30, 2001, the Company recorded a
restructuring charge to operations of $973,000, representing primarily costs
incurred as the Company consolidated its sales and marketing efforts to North
America. The components of this charge were severance and benefits paid to
terminated employees ($516,000), costs associated with terminating the Company's
lease in the United Kingdom and dissolving the Company's United Kingdom
subsidiary ($380,000) and costs associated with modifications to the lease of
the Company's facility in Estonia ($77,000). As of March 31, 2002, the Company
had incurred and paid $524,000 in severance and benefits to terminated
employees, $279,000 in costs associated with terminating the lease of the United
Kingdom facility and dissolving the Company's United Kingdom subsidiary and
$16,000 in costs related to modifying the lease for its Estonian facility (net
of a $50,000 refund received related to prepaid rent that had previously been
charged against the accrual.) During the first quarter of fiscal 2002, the
Company reversed $75,000 of this charge, as the termination costs for the
Company's lease of its United Kingdom office were accomplished on more favorable
terms than had been originally provided for. The Company expects to incur and
pay the remaining accrued $79,000 during the quarter ended June 30, 2002.

                                       8
<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 such as statements about Previo's expected financial results,
operating expenses, and strategic alternatives being considered by management,
including the possible sale or merger of the business or the liquidation of the
Company's assets. Previo's future results will differ materially from those
discussed here. The Company expects its quarterly results to fluctuate due to
its decision to actively seek a buyer for its assets, the re-focus of the
Company into the eSupport market and the related 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, market value of the Company's eSupport
Essentials product, the results of the Company's recent restructurings, new
product introductions by competitors, technological changes in the personal
computer and communications industries, uncertainties regarding intellectual
property rights, the impact of any strategic transactions the Company may enter
into and the other factors referred to herein (including, but not limited to,
the factors discussed below under "Revenues" and "Risk Factors.") Due to these
fluctuations and the Company's decision to discontinue actively marketing its
products, historical results and percentage relationships are not indicative of
the operating results for any future period.

OVERVIEW

         As the Company has earned lower revenues than anticipated through the
second quarter of fiscal 2002, management is considering a number of strategic
alternatives, including the sale of its core product line, the sale or merger of
the business, or the liquidation of the Company's assets. There can be no
assurance that the Company will be able to complete any of these transactions on
favorable terms, or at all.


                                       9
<PAGE>

         Historically, Previo's business has been focused on the development and
marketing of software products that support business continuity. The Company's
products were designed to provide swift, reliable PC and server recovery from
software virus or hacker attacks, software failures or glitches, thefts, losses
and broken equipment. These capabilities are increasingly important as companies
become more dependent on PCs and the risk of loss or damage rises due to greater
mobility and connectivity, as well as deliberate acts of destruction.

         The Company's products resolve many types of problems more quickly than
a computer professional or user otherwise could using ordinary
diagnose-and-repair techniques. These problem types include corrupted software
or data, user errors, configuration problems, application conflicts, virus
attacks, accidentally deleted files, hard disk failures, and lost or stolen
personal computers. The results are increased end-user uptime and service
levels, faster problem resolution, and significant reductions in support costs
and efforts.

         eSupport Essentials was designed to return, quickly and
comprehensively, an inoperable desktop or notebook computer, and select PC based
servers to pre-problem working condition with minimal effort. The software
accomplishes this by taking snapshots of the system hard disk, and by using
patented technology to store the compressed information in a network repository.
The computer can then be automatically and transparently "rolled-back" to a
pre-problem state at any time while preserving all of the data, as well as the
user's own unique preference settings. If the organization permits,
non-technical users can safely and quickly solve their own problems without
involving the Help Desk, reducing costly "first calls" or support escalations.
Alternatively, Help Desk personnel can remotely access the PC to perform
installations, configuration tasks, or training without requiring expensive
desk-side visits.

         The following discussion should be read in conjunction with the
unaudited condensed 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:

                                       10

<PAGE>
<TABLE>
<CAPTION>
                                     Three Months Ended                     Six Months Ended
                                          March 31,                             March 31,
                                          ---------                             ---------
                                   2002               2001               2002              2001
                                ----------         ----------         ----------        ----------
<S>                                  <C>                <C>                <C>                <C>
Revenues                              100%               100%               100%              100%
Cost of revenues                       23                  9                 19                 9
                                ----------         ----------         ----------        ----------
Gross margin                           77                 91                 81                91
                                ----------         ----------         ----------        ----------

Research and development               82                 50                 70                53
Sales and marketing                    98                116                127               101
General and administrative             86                 40                 78                36
Restructuring and impairment           97                  -                 63                 -
                                ----------         ----------         ----------        ----------
Total operating expenses              363                206                338               190
                                ----------         ----------         ----------        ----------

Operating loss                       (286)              (115)              (257)              (99)
Interest income                       120                 21                 52                23
                                ----------         ----------         ----------        ----------

Loss before income taxes             (166)               (94)              (205)              (76)

Benefit from income taxes            (484)                 -               (178)                -
                                ----------         ----------         ----------        ----------

Net income/(loss)                     318%               (94)%              (27)%             (76)%
                                ==========         ==========         ==========        ==========
</TABLE>

         REVENUES. As discussed above, the Company has initiated significant
changes to its business strategy, including the discontinuation of sales of the
ReachOut and Replica Tape products, and the elimination of its sales force which
is expected to severely inhibit sales of its eSupport Essentials product line,
in order to pursue the strategic alternatives mentioned previously. The Company
expects current and future revenues to be insignificant, and cannot guarantee it
will be able to implement the strategic alternatives discussed above on terms
favorable to the Company, or at all.

         Revenues decreased 70% to $0.6 million for the quarter ended March 31,
2002 from $1.9 million in the quarter ended March 31, 2001, and 59% to $1.5
million in the six months ended March 31, 2002 from $3.8 million in the six
months ended March 31, 2001. Revenues from the Company's core product, eSupport
Essentials, decreased from $0.9 million in the quarter ended March 31, 2001 to
$0.5 million in the quarter ended March 31, 2002, and was $1.4 million in both
of the six month periods ended March 31, 2002 and March 31, 2001, respectively.
The March 31, 2002 six months includes $0.2 million of revenue related to the
reversal of a reserve that had been established when HP announced its intention
to discontinue its sale of HP SureStore AutoBackup, as the Company anticipated
returns associated with the product. As those returns have not materialized, the
Company has reversed this reserve.

                                       11

<PAGE>

         International sales were $0.1 million, or 15% of revenues for the
quarter ended March 31, 2002 and $0.3 million or 16% of revenues for the six
months ended March 31, 2002. Such sales were $0.4 million or 21% of revenues for
the quarter ended March 31, 2001, and $0.9 million or 24% of revenues for the
six months then ended. The decrease in international revenues in the March 31,
2002 quarter and six months from those in the comparable periods of the prior
fiscal year was primarily due to the closure of the Company's office in the
United Kingdom in August 2001, coupled with decreased North American sales and
marketing activity as discussed above. International sales in the quarter and
six months ended March 31, 2002 were made primarily to customers in the United
Kingdom, Germany and Italy. For the reasons discussed above, the Company
anticipates that international sales will continue to decline.

         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 77% for the quarter ended March 31, 2002 and 81% for the six months
ended March 31, 2002, compared to 91% in the comparable quarter and six months,
respectively, of the prior fiscal year. The lower gross margins in fiscal 2002
than in fiscal 2001 are primarily due to the fixed nature of support costs in
relation to the lower revenue base on which the gross margin is calculated.
Additionally, cost of revenues for the March 31, 2002 quarter and six months
includes costs of royalties paid to third parties pursuant to technology
licensing agreements.

         RESEARCH AND DEVELOPMENT. Research and development costs consist
primarily of salaries, employee benefits, overhead, fees paid to outside
contractors and non-recurring engineering fees. Such expenses were $0.5 million
and $0.9 million for the quarters ended March 31, 2002 and March 31, 2001,
respectively, and were $1.1 million and $2.0 million for the six months ended
March 31, 2002 and March 31, 2001, respectively. The decrease in research and
development costs from the prior year's quarter and six month period was
primarily due to lower salary and other employee related costs, as a result of
the decreased number of employees engaged in research and development activities
resulting from the restructurings implemented in August 2001 and December 2001.
Additionally, in the fiscal March 31, 2002 quarter and six months, there were
lower consulting costs than in the comparable periods of the prior fiscal year,
as the prior year had included charges related to consultants who had been
retained to assist the Company with certain non-recurring engineering related to
the Company's Replica Tape product and payments to a third party for development
work related to integrated license technology. Charges for depreciation were
also lower in the March 31, 2002 quarter and six months than in the March 31,
2001 quarter and six months.

         SALES AND MARKETING. The Company terminated its sales and marketing
force in April 2002 and therefore expects consolidated sales and marketing
expense to decrease from the spending in the March 2002 quarter. Sales and
marketing expenses consist primarily of the salaries, commissions and employment
benefits of sales and marketing personnel, and consulting, advertising,
promotion, travel and other overhead expenses. Such expenses were $0.6 million
for the quarter ended March 31, 2002 and $2.1 million for the quarter ended
March 31, 2001. Sales and marketing expenses were $2.0 million and $3.8 million
for the six months ended March 31, 2002 and March 31, 2001, respectively.
Expenses in the March 2002 quarter and six months were less than those in the
March 2001 quarter and six months largely due to the closure of the Company's
sales office in the United Kingdom, as part of the August 2001 restructuring
discussed above. Costs were also lower in the fiscal 2002 periods than in the
fiscal 2001 periods due to reduced employee-related costs related to the August
2001 and December 2001 restructurings, and due to the decreased amount of
spending on marketing programs in the fiscal 2002 periods than in the fiscal
2001 periods.

                                       12

<PAGE>

         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 $0.5 million
for the quarter ended March 31, 2002 and $0.8 million for the quarter ended
March 31, 2001 and were $1.2 million for the six months ended March 31, 2002 and
$1.4 million for the six months ended March 31, 2001. The decrease in expenses
in the quarter and six months ended March 31, 2002 from the quarter and six
months ended March 31, 2001 is primarily due to lower employee-related and
consulting expenses, reflecting the effects of the August 2001 and December 2001
restructurings, partially offset by higher legal charges incurred in relation to
the Company's ongoing intellectual property litigation that was settled during
the March 2002 quarter.

         RESTRUCTURING AND IMPAIRMENT. In the six months ended March 31, 2002
there was a $970,000 charge to restructuring and impairment. It is composed of a
$545,000 charge in the March 31, 2002 quarter, and a $500,000 charge offset by a
$75,000 reversal (related to a prior period restructuring) in the quarter ended
December 31, 2001. Details of these charges are discussed below.

         As a result of continuing losses incurred by the Company through the
second quarter of fiscal 2002, the Company reviewed the value of its long-lived
assets for impairment. Management compared the carrying value of its long-lived
assets to the undiscounted future net cash flows expected to result from the use
of those assets and their eventual disposition. As a result of this analysis,
the carrying value of the Company's property and equipment in the United States
was written down to reflect management's estimate of the assets' fair value of
$0.0 million, resulting in a charge of $0.5 million. The estimated cash flows
used in this calculation were revised downward during the second quarter of
fiscal 2002 based on the Company's operating results. Also, in the third quarter
of fiscal 2002, the Company will incur costs related to severance payments made
to employees terminated in April 2002, and, depending upon the outcome of the
strategic alternatives being considered by management (discussed in more detail
above), the Company may incur additional restructuring costs.

         On December 31, 2001, the Company began implementation of a
restructuring designed to bring costs in closer alignment with anticipated
revenues based on projected revenues at that time. However, the Company has
subsequently changed its strategy and is considering a number of strategic
alternatives, which may include the sale of the Company's core product line, a
sale or merger of the business or liquidation of the Company's assets.
Therefore, it is reducing its costs and has stopped actively marketing its
products. During the quarter the Company recorded a charge of $0.5 million
related to this restructuring. The charge included payments of severance and
benefits to terminated employees ($0.2 million) and anticipated costs for
modifications to the Company's leases, reflecting the reduced work force ($0.3
million). Payments for severance and benefits were made during the Company's
first fiscal quarter. The Company expects to complete the lease modifications
during the third quarter of fiscal 2002.

         During the fourth quarter of fiscal 2001, the Company recorded a
restructuring charge to operations of $1.0 million, representing primarily costs
incurred as the Company consolidated its sales and marketing efforts to North
America. The components of this charge were severance and benefits paid to
terminated employees ($0.5 million), costs associated with terminating the
Company's lease in the United Kingdom and dissolving the Company's United
Kingdom subsidiary ($0.4 million) and costs associated with modifications to the
lease of the Company's facility in Estonia ($0.1 million). As of March 31, 2002,
the Company had incurred and paid $0.5 million in severance and benefits to
terminated employees and $0.3 million in costs associated with terminating the
lease of the United Kingdom facility, dissolving the Company's United Kingdom
subsidiary and modifying the lease for its Estonian facility. During the first
quarter of fiscal 2002, the Company reversed $0.1 million of this charge, as the
termination costs for the Company's lease of its United Kingdom office were
accomplished on more favorable terms than had been originally expected. The
Company expects to incur and pay the remaining accrued amounts during the third
quarter of fiscal 2002.

                                       13

<PAGE>

         INTEREST AND OTHER INCOME. Interest and other income was $0.7 million
and $0.8 million for the quarter and six months ended March 31, 2002,
respectively, and $0.4 million and $0.9 million for the quarter and six months
ended March 31, 2001, respectively. The increase in interest and other income in
the quarter ended March 31, 2002 from the quarter ended March 31, 2001 was due
to the one-time receipt of $0.6 million from the Company's settlement of its two
intellectual property lawsuits, partially offset by lower interest income
resulting from lower interest rates and lower invested balances. The decrease in
interest and other income in the six months ended March 31, 2002, from the six
months ended March 31, 2001, was due to lower interest income resulting from
lower interest rates and lower invested balances, partially offset by the legal
settlement mentioned above.

         INCOME TAXES. The $2.7 million benefit from income taxes recognized
during the March 2002 quarter is primarily due to a recent change in federal
income tax law, allowing the Company to recoup taxes paid in previous years by
extending the carry-back period for certain net operating losses. The effective
tax rate of 0% for the March 31, 2001 quarter and six month period was 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. Until the
aforementioned recent change in tax law the Company did not project taxable
income or a benefit from taxes for either of these periods, had a full valuation
allowance against its deferred tax assets, and had used all its available net
operating loss carrybacks.

CRITICAL ACCOUNTING POLICIES

         ESTIMATES. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the financial statement date, as well as the reported amounts of
revenues and expenses during the reporting period. Accordingly, actual results
could differ from those estimates.

         LONG-LIVED ASSETS. Long-lived assets to be held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate
that their net book value may not be recoverable. An impairment loss is
recognized if the sum of the expected undiscounted future cash flows from the
use of the assets is less than the net book value of the asset. The amount of
the impairment loss, if any, will be measured as the difference between the net
book value of the assets and their estimated fair values. During the quarter
ended March 31, 2002, the Company recorded a $0.5 million impairment charge
related to fixed assets in the United States, as discussed above.

         REVENUE RECOGNITION. Revenue is recognized when persuasive evidence of
an arrangement exists, the product has been delivered, the fee is fixed and
determinable, collectibility is probable and, if applicable, vendor-specific
objective evidence exists to allocate the total fee to elements of the
arrangement. Vendor-specific objective evidence is based upon the price charged
when an element is sold separately. If vendor-specific objective evidence of
fair values of all elements in a multiple element arrangement does not exist,
but it does exist for the undelivered elements, the residual method is used to
recognize revenue related to delivered elements of a multiple element
arrangement.

                                       14

<PAGE>

         Revenue from perpetual licenses of the Company's software for which
there are no significant continuing obligations and collection of the related
receivable is probable is recognized on delivery of the software and acceptance
by the customer. Revenue from maintenance agreements is recognized ratably over
the respective maintenance periods. Maintenance arrangements are mandatory for a
one-year period on all new license sales and are generally renewable for
additional one-year periods at the election of the licensee. Maintenance
arrangements provide the licensee access to technical product support and the
right to receive product upgrades.

         Revenue from contract service is generally recognized as the services
are performed using the percentage of completion method based on costs incurred
to date compared to total estimated costs at completion. The Company also
receives revenues on a subscription basis. Under such arrangements the license
fee and maintenance are bundled, therefore all revenue is recognized ratably
over the term of the agreement. Amounts received under contracts in advance of
performance are recorded as deferred revenue and are generally recognized within
one year of receipt.

         Historically the Company has offered rights of return on its ReachOut
and Replica Tape products. When the right of return exists, revenues are reduced
at the time of sale to reflect expected returns, which are based on historical
experience. If no historical experience exists at the date of the sale, revenues
are deferred until such right of return lapses. The Company does not allow its
customers a right of return related to its eSupport Essentials product line.
There is a lengthy evaluation process involved in purchasing the Company's new
products and therefore, the Company does not allow customers the right to return
its products. If and when the Company does decide to offer its customers a right
of return in the future, it will account for the right of return in accordance
with SFAS 48.

LEASE COMMITMENTS

         The Company occupies its facilities under two operating leases, one
cancelable and one non-cancelable, that expire during March 2005, and which
contain renewal options. Future minimum lease payments under the non-cancelable
lease are as follows:

 Year Ended September 30,                              Amount
 ------------------------                              ------
 2002..........................................     $    194
 2003..........................................          392
 2004..........................................          400
 2005..........................................          168
                                                    ---------
                                                    $  1,154
                                                    =========

         In addition, the Company has a cancelable lease, under which it may
terminate the lease by giving three months notice to the landlord. The rent
obligation associated with this notice period is $17,000.

                                       15

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash, cash equivalents and marketable securities
decreased by $2.4 million to $17.2 million at March 31, 2002 from $19.6 million
at September 30, 2001. The decrease was primarily due to cash used in general
operations, partially offset by funds received for the settlement of two
intellectual property lawsuits the Company had been engaged in, as discussed
above. Working capital increased by $0.4 million to $18.7 million March 31, 2002
from $18.3 million at September 30, 2001.

         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 (which is currently being dissolved) were kept in the local
currencies for the European countries in which it did business, with excess
funds converted to United States currency and transferred to Previo's offices in
the United States for investment. With the closure of the United Kingdom office,
these foreign currency accounts are being closed. The Company also maintains an
operating account in Estonia to fund its operations there. Disbursements are
made from that account, and are then reimbursed on a regular basis. Expenses
incurred may change in relation to fluctuations in the exchange rate.

RISK FACTORS

ALTHOUGH THE COMPANY IS PURSUING THE SALE OF ITS CORE PRODUCT LINE, IT MAY NOT
FIND ANY SUITABLE BUYERS OR EVEN IF ITS DOES, MAY NOT RECEIVE A HIGH PRICE FOR
THE SALE OF THE PRODUCT LINE.

         The Company is engaged in discussions with several companies about the
sale of the Company's core product line, eSupport Essentials, and related
non-cash assets, however, the Company may not find any company that is
interested in purchasing the Company's product line. In addition, the Company is
engaged in discussions with potential merger partners to maximize the value of
the Company's remaining assets after the sale of the core product line but no
companies may be interested in merging with the Company. If no attractive merger
partner can be found, the Company will most likely liquidate and return any
remaining capital to the Company's stockholders. However, even in the event that
the Company determines to liquidate its assets, the stockholders may not receive
what they believe the fair market value of their shares of the Company's stock
is.

                                       16

<PAGE>

IF THE COMPANY IS NOT ABLE TO PROTECT ITS PROPRIETARY TECHNOLOGY, IT MAY BE
FORCED TO SELL ITS NON-CASH ASSETS AT A LOWER VALUE THAN IT WOULD OTHERWISE.

         The status of patents covering technology is highly uncertain,
involving complex legal and factual questions. There is no assurance that
patents issued to the Company will not be infringed upon or designed around by
others or that others will not obtain patents that the Company would need to
license or design around or that the Company's competitors will not
independently develop non-infringing technologies or products that are
equivalent or superior in function or performance. If patents held by
competitors or others are upheld by the courts and found to be infringed by the
Company's products, the holders of such patents might be in a position to
require the Company to stop manufacturing, using or selling the infringing
products and to pay up to three times damages to the holders of the infringed
patents. There is no assurance that any licenses that might be required for the
Company's products would be available on reasonable terms, if at all. If the
Company does not possess the intellectual property rights that is believes that
it does, the value of the Company's assets in a sale could be substantially
diminished.

THE COMPANY IS NOT ACTIVELY MARKETING ITS PRODUCTS.

         Because the Company is considering a number of strategic alternatives,
it is not currently marketing its products. Therefore, the Company does not
expect to receive any additional revenues and any revenues it does receive will
be minimal.

THE COMPANY'S STOCK PRICE MAY DECLINE AND STOCKHOLDER VALUE WILL DECREASE AS A
RESULT OF SUCH DECLINE.

         Because the Company is considering a number of strategic transactions,
it anticipates that its stock price will continue to decline. In the event that
the Company determines to merge with another company after selling its non-cash
assets, the stock price may decline. Additionally, the Company's inability to
find a buyer for its assets on favorable terms or at all, or a definitive
decision to liquidate, could result in an adverse impact on the Company's stock
price.

                                       17

<PAGE>

                            PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On March 15, 2001, the Company filed suit in the U.S. District
         Court for the Northern District of California against Support.com
         for infringement of Previo's U.S. Patent No. 5,778,395. In the
         suit, Previo alleged that Support.com is selling software products
         that infringe Previo's valuable patent. Previo was seeking
         compensation and a permanent injunction against Support.com's
         continuing infringement. During the March 2002 quarter, this case
         was settled. Terms of the agreement between Previo and Support.com
         are confidential.

         On May 1, 2001, the Company filed suit in the U.S. District Court
         for the Northern District of California against Connected
         Corporation ("Connected") for infringement of Previo's U.S. Patent
         No. 5,778,395. In the suit, Previo alleged that Connected
         Corporation is selling software products that infringe Previo's
         valuable patent. Previo was seeking compensation and a permanent
         injunction against Connected's continuing infringement. On July 3,
         2001 Connected filed a separate suit against Previo, claiming the
         Company is selling software products that infringe on its Patent
         No. 5,765,163, and seeking preliminary and permanent injunctions.
         During the March 2002 quarter, this case was settled. Terms of the
         agreement between Previo and Connected are confidential.

         In addition, from time to time the Company is involved in certain
         litigation arising out of its operations. The Company is not
         engaged in any legal proceedings that it expects would materially
         harm its business or financial condition.

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

         The Company's Annual Meeting of Stockholders (the "Annual Meeting") was
         held on March 6, 2002. At the Annual Meeting, the stockholders of the
         Company (i) elected each of the persons listed below to serve as a
         director of the Company until the 2003 Annual Meeting of Stockholders
         or until his successor is elected and (ii) ratified the selection of
         PricewaterhouseCoopers, LLP as the Company's independent accountants
         for the fiscal year ending September 30, 2002.

         The Company had 6,881,062 shares of Common Stock outstanding as of
         January 18, 2002, the record date for the Annual Meeting. At the Annual
         Meeting, holders of a total of 6,536,359 shares of Common Stock were
         present in person or represented by proxy. The following sets forth
         information regarding the results of the voting at the Annual Meeting:

                                       18

<PAGE>

Proposal 1:  Election of Directors
-----------  ---------------------

                                          Voting Shares            Voting Shares
            Director                      In Favor                 Withheld
            --------                      --------                 --------

            Gary W. Clow                    6,425,773              110,586
            Robert W. Johnson, Ph.D.        6,438,825               97,534
            Peter D. Schleider              6,509,675               26,684
            Corey M. Smith                  6,438,953               97,406
            Tom Dilatush                    6,438,703               97,656

         There were no votes cast against the election of any of the directors
listed above.

Proposal 2:  Ratification of Selection of PricewaterhouseCoopers, LLP as
-----------  -----------------------------------------------------------
Independent Accountants
-----------------------

            Votes in favor:                              6,504,855
            Votes against:                                   8,496
            Abstentions:                                    23,008

ITEM 5.  OTHER INFORMATION
           Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
           None

                                       19

<PAGE>

                                   SIGNATURES

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:  May 14, 2002                             /s/ Tom Dilatush
                                       -------------------------------------
                                                  Tom Dilatush
                                          (Chief Executive Officer and
                                            Duly Authorized Officer)

Date:  May 14, 2002                          /s/ Clifford L. Flowers
                                       -------------------------------------
                                               Clifford L. Flowers
                                           (Vice President of Finance,
                                           Chief Financial Officer and
                                       Principal Financial and Accounting
                                                    Officer)

                                       20