<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 December 31, 2001

                                       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 February 4, 2002.

Common Stock, par value $0.001 per share             6,881,062 shares


<PAGE>

                                  PREVIO, INC.

                                      INDEX


PART I. FINANCIAL INFORMATION

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

             Condensed Consolidated Statements of
                 Operations for the three months
                 ended December 31, 2001 and 2000, (unaudited)                4

             Condensed Consolidated Statements of Cash
                 Flows for the three months ended
                 December 31, 2001 and 2000, (unaudited)                      5

             Notes to Unaudited 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                                                 15


PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                               16

     Item 2. Changes in Securities and Use of Proceeds                       16

     Item 3. Defaults Upon Senior Securities                                 16

     Item 4. Submission of Matters to a Vote of Security Holders             16

     Item 5. Other Information                                               16

     Item 6. Exhibits and Reports on Form 8-K                                16

SIGNATURES                                                                   17


                                       2
<PAGE>

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

                                     ASSETS

                                                  December 31,     September 30,
                                                     2001              2001
                                                 -------------     -------------
                                                  (UNAUDITED)

Current assets:
     Cash and cash equivalents                   $      6,211      $      9,658
     Marketable securities                             10,478             9,942
     Accounts receivable                                  700               279
     Prepaid expenses                                   1,102             1,061
                                                 -------------     -------------
         Total current assets                          18,491            20,940

Property and equipment, net                             1,162             1,272
Other assets                                              271               263
                                                 -------------     -------------
                                                 $     19,924      $     22,475
                                                 =============     =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable                            $        366      $        652
     Deferred revenue                                     396               423
     Accrued expenses and other
       current liabilities                              1,523             1,572
                                                 -------------     -------------
         Total current liabilities                      2,285             2,647

Other liabilities                                          17                17
                                                 -------------     -------------
                                                        2,302             2,664
                                                 -------------     -------------

Stockholders' equity
     Common stock at par value                              9                 9
     Additional paid in capital                        80,268            80,245
     Treasury stock                                   (41,347)          (41,347)
     Cumulative translation adjustment                    (42)              (42)
     Accumulated deficit                              (21,266)          (19,054)
                                                 -------------     -------------
         Total stockholders' equity                    17,622            19,811
                                                 -------------     -------------
                                                 $     19,924      $     22,475
                                                 =============     =============


See accompanying notes to unaudited 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,
                                                           2001           2000
                                                          --------      --------

Net revenues                                              $   972       $ 1,926

Cost of revenues                                              162           175
                                                          --------      --------

Gross margin                                                  810         1,751
                                                          --------      --------

Operating expenses:
    Research and development                                  605         1,088
    Sales and marketing                                     1,399         1,652
     General and administrative                               715           604
    Restructuring                                             425             -
                                                          --------      --------

        Total operating expenses                            3,144         3,344
                                                          --------      --------

Operating loss                                             (2,334)       (1,593)

Interest income                                               122           484
                                                          --------      --------

Loss before income taxes                                   (2,212)       (1,109)
Benefit from income taxes                                       -             -
                                                          --------      --------

Net loss                                                  $(2,212)      $(1,109)
                                                          ========      ========


Loss per common share, basic and diluted:                 $ (0.32)      $ (0.16)

Weighted average common shares,
         basic and diluted                                  6,877         6,840

Net loss                                                  $(2,212)      $(1,109)
Cumulative translation adjustment                               -             5
                                                          --------      --------
Comprehensive loss                                        $(2,212)      $(1,104)
                                                          ========      ========


See accompanying notes to unaudited condensed consolidated financial statements

                                       4
<PAGE>

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

                                                             Three Months Ended
                                                                December 31,
                                                             2001         2000
                                                           ---------   ---------
Cash flows from operating activities:
     Net loss                                              $ (2,212)   $ (1,109)
     Adjustments required to reconcile net loss
        to net cash used by operating activities:
        Depreciation and amortization                           173         269
        Stock-based compensation                                  -         (25)
     Changes in assets and liabilities:
        Accounts receivable                                    (421)        863
        Other assets                                            (59)       (267)
        Accounts payable                                       (286)       (127)
        Deferred revenue                                        (27)       (348)
        Accrued expenses and other current liabilities          (49)        132
                                                           ---------   ---------
           Net cash used by operating activities             (2,881)       (612)
                                                           ---------   ---------

Cash flows from investing activities:
     Purchases of marketable securities                     (10,536)    (15,548)
     Sales of marketable securities                          10,000       9,500
     Purchases of property and equipment                        (53)       (196)
                                                           ---------   ---------
           Net cash used by investing activities               (589)     (6,244)
                                                           ---------   ---------

Cash flows from financing activities:
     Issuance of common stock                                    23         118
                                                           ---------   ---------
           Net cash provided by financing activities             23         118
                                                           ---------   ---------

Effect of exchange rates on cash and cash equivalents             -           5

Net increase in cash and cash equivalents                    (3,447)     (6,733)

Cash and cash equivalents at beginning of period              9,658      17,862
                                                           ---------   ---------
Cash and cash equivalents at end of period                 $  6,211    $ 11,129
                                                           =========   =========


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. (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 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 December 31, 2001 and its
results of operations for the quarters ended December 31, 2001 and 2000,
respectively. These unaudited condensed consolidated financial statements are
not necessarily indicative of the results to be expected for the entire year.

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

Basic earnings per share, ("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 common stock equivalents were excluded from the calculation because
they are anti-dilutive: 10,624 and 724,950 for the quarters ended December 31,
2001 and December 31, 2000, respectively. These calculations are the same for
basic and diluted EPS for the quarters ended December 31, 2001 and 2000.


                                       6
<PAGE>


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

The following is a summary of stock options outstanding at December 31, 2001:
<TABLE>
<CAPTION>

                                                                   OPTIONS OUTSTANDING
                                                     ------------------------------------------
                                                                       WEIGHTED-
                                                                        AVERAGE      WEIGHTED-
                                                                       REMAINING      AVERAGE
                                                                      CONTRACTUAL    EXERCISE
                                                        NUMBER       LIFE (YEARS)      PRICE
                                                     ----------      ------------    ----------
<S>                 <C>     <C>                      <C>                 <C>            <C>
               Price Range
                    $1.64 - $3.19..............        413,189           5.51           $2.80
                    $3.20 - $3.52..............        341,478           4.70           $3.38
                    $3.56 - $3.76..............        335,246           8.62           $3.72
                    $3.80 - $6.12..............        330,360           7.36           $5.06
                    $6.31 - $11.37.............        388,461           6.72           $7.65
                                                     ----------
                    $1.64 - $11.37.............      1,808,734           6.53           $4.53
                                                     ==========
</TABLE>


The following is a summary of stock options exercisable at December 31, 2001:
<TABLE>
<CAPTION>

                                                         OPTIONS EXERCISABLE
                                                      --------------------------
                                                                    WEIGHTED-
                                                                     AVERAGE
                                                                     EXERCISE
                                                         NUMBER       PRICE
               Price Range                            -----------   ----------
<S>                  <C>     <C>                       <C>            <C>
                     $1.64 - $3.19                       286,539      $2.72
                     $3.20 - $3.52                       312,701      $3.38
                     $3.56 - $3.76                       138,369      $3.71
                     $3.80 - $6.12                       187,407      $5.04
                     $6.31 - $11.37                      279,332      $7.61
                                                      -----------
                     $1.64 - $11.37                    1,204,348      $4.50
                                                      ===========
</TABLE>


NOTE 4. Restructuring
        -------------

         On December 31, 2001, the Company began implementation of a
restructuring designed to bring costs in closer alignment with anticipated
revenues. During the quarter the Company recorded a charge of $500,000 related
to this restructuring. The charge included payments of severance and benefits to
terminated employees ($215,000) and anticipated costs for modifications to the
Company's leases, reflecting the reduced work force ($285,000). Payments for
severance and benefits were made during the Company's first fiscal quarter. The
lease modifications are expected to be completed during the second quarter of
fiscal 2002.

          During the fourth quarter of fiscal 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


                                       7
<PAGE>

the Company's facility in Estonia ($77,000). As of December 31, 2001, the
Company had incurred and paid $524,000 in severance and benefits to terminated
employees, $254,000 in costs associated with terminating the lease of the United
Kingdom facility and dissolving the Company's United Kingdom subsidiary and
$66,000 in costs related to modifying the lease for its Estonian facility.
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 amounts
during the second quarter of fiscal 2002.

         The net effect in the December 31, 2001 quarter of the above activity
was a $425,000 charge to restructuring.

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 litigation related to the Company's intellectual
property. Previo's future results could differ materially from those discussed
here. The Company expects its quarterly results to fluctuate due to 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 acceptance of the
Company's eSupport Essentials product and other new product introductions, the
Company's decision to begin offering its software products for sale on a
subscription basis during the June 2001 quarter, which could result in lower
revenues in the short term, 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," "Quarterly Trends" "Seasonality,"
"Operating Systems," "Competition and Risks Associated with New Product
Introductions," and "Stock Price Volatility") and in the Company's Form 10-K for
the year ended September 30, 2001. 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 the development and marketing of
software products that support business continuity. The Company's products are
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.

                                       8
<PAGE>

         The ability to recover quickly from any of the problems discussed above
is an important component in today's business environment, where businesses may
have to deal with the harsh realities of cyber-terrorism or other system
disasters. The Company's products help ensure business continuity in the event
of such unfortunate occurrences.

         eSupport Essentials is 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 Company entered into an agreement with Miramar Systems, Inc.
("Miramar") pursuant to which it has integrated Miramar's Desktop DNA(TM) system
migration technology into Previo's eSupport Essentials product. This integrated
product permits enterprise users to automate the transfer and preservation of
user data and settings when upgrading to a new computer, operating system or
both. The Company began shipping its new product feature, FastforwarDNA, powered
by Miramar's Desktop DNA technology, during the third quarter of fiscal 2001.

         On April 25, 2000, the Company changed its name from Stac Software,
Inc., ("Stac") to Previo, Inc. concurrent with a change in the Company's focus
away from storage and remote access systems, to enter into the emerging eSupport
market space. Stac's business was focused on storage systems recovery software
with its Replica Tape and Replica Network Data Manager ("NDM") product lines.
Replica Tape and Replica NDM were distributed business systems recovery software
products, which enabled PC server, desktop and notebook replication and disaster
recovery. Stac also developed and marketed ReachOut Enterprise ("ReachOut")
remote communications software, a remote access software suite which allowed
administrators and end users to access a PC using another PC through a network,
the Internet, ISDN lines or modems.

         Because of the change of business focus discussed above, the Company
discontinued the sale of its ReachOut and Replica Tape products, and has
consummated agreements with third parties for the sale or license of technology
and other attributes associated with these products. The Company has and intends
to continue to retain the rights to any technology that is needed for
incorporation into its current products.

         From May 1, 2000 until October 2001 when HP discontinued sales of HP
SureStore AutoBackup, the Company had an exclusive OEM agreement with
Hewlett-Packard Company ("HP"). Under this agreement, Previo's eSupport
Essentials served as the software application core for a network appliance (HP
SureStore AutoBackup) and the Company was entitled to receive royalties based on
the sales of these products, if any. The Company will not receive any future
royalties related to this agreement.

         On December 31, 2001, the Company began implementation of a
restructuring designed to bring costs in closer alignment with anticipated
revenues. 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

                                       9
<PAGE>

modifications to the Company's office leases, reflecting the reduced work force
($0.3 million). Payments for severance and benefits were made during the
Company's first fiscal quarter. The lease modifications are expected to be
completed during the second quarter of fiscal 2002. This charge was partially
offset by the Company's reversal of $0.1 million in excess accruals related to
the August 2001 restructuring 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. This resulted in a net charge of $0.4 million
associated with restructuring activity in the December 2001 quarter.

         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:

                                                           Three Months Ended
                                                              December 31,
                                                         2001             2000
                                                         -----            -----

Revenues                                                  100%             100%
Cost of revenues                                           17                9
                                                         -----            -----
Gross margin                                               83               91
                                                         -----            -----

Research and development                                   62               57
Sales and marketing                                       144               86
General and administrative                                 74               31
Restructuring                                              44                -
                                                         -----            -----
Total operating expenses                                  324              174
                                                         -----            -----

Operating loss                                           (241)             (83)
Interest income                                            13               25
                                                         -----            -----

Loss before income taxes                                 (228)             (58)

Benefit from income taxes                                   -                -
                                                         -----            -----

Net loss                                                 (228)%            (58)%
                                                         =====            =====

         REVENUES. Revenues decreased 49% to $1.0 million for the quarter ended
December 31, 2001 from $1.9 million in the quarter ended December 31, 2000.
Revenues from the Company's core product, eSupport Essentials, increased from
$0.5 million in the quarter ended December 31, 2000 to $0.9 million in the
quarter ended December 31, 2001. The December 31, 2001 quarter 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.

                                       10
<PAGE>

         As discussed above, the Company has 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. The Company expects current and future revenues to be
significantly lower than the historical periods prior to the discontinuance of
the ReachOut and Replica Tape products.

         International sales were $0.2 million, or 17% of revenues for the
quarter ended December 31, 2001 and $0.5 million or 26% of revenues for the
quarter ended December 31, 2000. The decrease in international revenues in the
December 31, 2001 quarter from those in the comparable period of the prior
fiscal year was primarily due to the closure of the Company's office in the
United Kingdom in August 2001. International sales in the quarter ended December
31, 2001 were made primarily to customers in England. Because the Company has
decided to focus its marketing and selling efforts in North America, it
anticipates a decline in future international sales.

         The Company began offering its software products for sale on a
subscription basis during the June 2001 quarter. Selling on a "subscription
basis" means either a fee per user for a period of time or per use of the
product. From June 1, 2001 until December 31, 2001, only a limited number of
sales have been made on a subscription basis. However, it is possible that a
larger portion of the Company's future sales will be on a subscription basis
beginning in the March 2002 quarter. As the Company phases in the subscription
pricing model, it is likely to experience a decline in revenues in the short
term. This could occur because one-time perpetual license sales generally result
in immediately recognizable revenue, whereas a comparable sale to an enterprise
of the same size on a subscription basis would result in smaller per month
revenues recognized pro-rata over the duration of the agreement. This pro-rata
recognition of revenues and the resultant short term decline in revenues is
likely to be further accentuated by the fact that historically the majority of
the Company's sales take place late in the fiscal quarter. Although the Company
expects the value of a subscription sale over its lifetime will exceed that of a
one-time perpetual license sale for any given customer, the short-term impact on
the Company's revenues will likely be negative. In addition, there is no
assurance that the value of any subscription sale over its lifetime will exceed
that of a one-time perpetual license sale for any given customer.

         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 83% for the quarter ended December 31, 2001, compared to 91% in the
comparable quarter 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 the lower revenue base on which the gross margin is calculated.
Additionally, cost of revenues for the December 2001 quarter includes costs of
royalties paid to Miramar pursuant to the technology licensing agreement
discussed above.

         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 $0.6 million
and $1.1 million for the quarters ended December 31, 2001 and December 31, 2000,
respectively. The decrease in research and development costs from the prior
year's quarter was primarily due to lower salary and other employee related
costs, as a result of the restructuring implemented in August 2001.
Additionally, in the fiscal December 31, 2001 quarter, there were lower
consulting costs than in the prior fiscal year, as the prior year had included
charges related to consultants who had been retained to assist the Company with


                                       11
<PAGE>

certain non-recurring engineering related to the Company's Replica Tape product
and payments to Miramar for development work related to FastforwarDNA. Charges
for depreciation were also lower in the December 31, 2001 quarter than in the
December 31, 2000 quarter. The Company expects to continue to invest in
development for which it believes there is a need in the eSupport 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.

         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, travel and other overhead
expenses. Such expenses were $1.4 million for the quarter ended December 31,
2001 and $1.7 million for the quarter ended December 31, 2000. Expenses in the
December 2001 quarter were less than those in the December 2000 quarter
primarily due to the closure of the Company's sales office in the United
Kingdom, as part of the August 2001 restructuring discussed above. Additionally,
there were lower travel expenses incurred in the fiscal 2002 quarter than in the
fiscal 2001 quarter. In light of the Company's current focus on marketing and
sales efforts in North America, consolidated sales and marketing expenses are
expected to remain a significant ongoing operating expense.

         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 $0.7 million
for the quarter ended December 31, 2001 and $0.6 million for the quarter ended
December 31, 2000. The increase in expenses in the quarter ended December 31,
2001 from the quarter ended December 31, 2000 is primarily due to legal charges
incurred in relation to litigation as the Company continues to attempt to
protect its intellectual property rights. However, there is no assurance that
the Company will be successful in any litigation and in the event the Company is
not successful, the Company may have to discontinue using a portion of its
intellectual property or obtain a license to use such technology. These costs
were partially offset by lower employee-related expenses, reflecting the effect
of the August 2001 restructuring. General and administrative expenses are
expected to remain a significant ongoing operating expense.

         RESTRUCTURING. On December 31, 2001, the Company began implementation
of a restructuring designed to bring costs in closer alignment with anticipated
revenues. However, there is no assurance that implementation of the
restructuring will bring costs in closer alignment with anticipated revenues.
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 lease modifications are expected to be completed during the second 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 December 31,
2001, the Company had incurred and paid $0.5 million in severance and benefits
to terminated employees, $0.3 million in costs associated with terminating the
lease of the United Kingdom facility and dissolving the Company's United Kingdom
subsidiary and $0.1 million in costs related to 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 second quarter of fiscal 2002.

                                       12
<PAGE>

         The net effect in the December 31, 2001 quarter of the above activity
was a $0.4 million charge to restructuring.

         INTEREST INCOME. Interest income was $0.1 million for the quarter ended
December 31, 2001 and $0.5 million for the quarter ended December 31, 2000. The
decrease in interest from the quarter ended December 31, 2001 from the quarter
ended December 31, 2000 was due to lower invested cash balances, combined with
lower interest rates.

         INCOME TAXES. The effective tax rates for the December 2001 and 2000
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 quarters ended December 31, 2001 and
December 31, 2000 was 0% as the Company does not project taxable income or a
benefit from taxes for either of these quarters, has a full valuation allowance
against its deferred tax assets, and has used all its available net operating
loss carrybacks.

         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 later in fiscal 2002, if then. 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 historically has had 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 often has a lengthy evaluation period before any
purchase is made.

         SEASONALITY. The software industry has typically experienced some
seasonal variations in demand. 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 and Windows 2000 server, with client support for Windows 2000
Professional, Windows ME, Windows 98, Windows 95 and Windows NT Workstations.
The Company expects to support Windows XP during calendar 2002.

                                       13
<PAGE>

         FastforwarDNA runs on Windows 2000 Professional, Windows ME, Windows
98, Windows 95 and Windows NT Workstations. It is expected to run on Windows XP
workstations during calendar 2002.

         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 reductions 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 Systems, Inc., all of which have
established channels of distribution and installed customer bases. 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, and general
market conditions, 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.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash, cash equivalents and marketable securities
decreased by $2.9 million to $16.7 million at December 31, 2001 from $19.6
million at September 30, 2001. The decrease was primarily due to cash used in
general operations. Working capital decreased by $2.1 million to $16.2 million
December 31, 2001 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.

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<PAGE>

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.






                                       15
<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 alleges that Support.com is selling software products
              that infringe Previo's valuable patent. Previo seeks compensation
              and a permanent injunction against Support.com's continuing
              infringement.

              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 alleges that Connected
              Corporation is selling software products that infringe Previo's
              valuable patent. Previo seeks 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.
              The Company believes this suit is retaliatory and without merit
              and has asked the court to combine it with the suit it previously
              filed.

              In addition, from time to time the Company is involved in certain
              litigation arising out of its operations.

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

         Exhibit 10.1   2002 Equity Incentive Plan (amendment and restatement of
                        1992 Stock Option Plan)


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<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:  February 12, 2002                          /s/ Clifford L. Flowers
                                          --------------------------------------
                                                    Clifford L. Flowers
                                                (Vice President of Finance,
                                                Chief Financial Officer and
                                            Principal Financial and Accounting
                                                         Officer)



Date:  February 12, 2002                             /s/ Tom Dilatush
                                          --------------------------------------
                                                       Tom Dilatush
                                               (Chief Executive Officer and
                                                 Duly Authorized Officer)



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