===============================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ----------------------

                                  FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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: 0-27741


                                 Viador Inc.
           (Exact name of registrant as specified in its charter)

            DELAWARE                              94-3234636
(State or other jurisdiction of     (I.R.S. Employer Identification Number)
 incorporation or organization)



                            977 Benecia Avenue
                            Sunnyvale CA 94085
            (Address of principal executive offices) (Zip Code)

                      Telephone Number (408) 735-5956
            (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     [  ]


As of November 19, 2001, there were 33,132,811 shares of the Registrant's
Common Stock outstanding, par value $0.001 per share.

===============================================================================

<PAGE>

                                    VIADOR INC.

                                    FORM 10-Q

                                      INDEX

                       FOR QUARTER ENDED SEPTEMBER 30, 2001


<TABLE>
<CAPTION>

                                                                          Page
                                                                          ----

                         PART I - FINANCIAL INFORMATION
<S>    <C>                                                                <C>
ITEM 1. Condensed Consolidated Financial Statements

        Condensed Consolidated Balance Sheets - September 30, 2001
          (unaudited) and December 31, 2000..............................   3

        Condensed Consolidated Statements Of Operations - Three and
          Nine Months Ended September 30, 2001 and 2000 (unaudited)......   4

        Condensed Consolidated Statements of Cash Flows - Nine Months
          Ended September 30, 2001 and 2000 (unaudited)..................   5

        Notes to Condensed Consolidated Financial Statements (unaudited).   6

ITEM 2. Management's Discussion and Analysis of Financial Condition and
          Results of Operations..........................................  13

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.......  34


                         PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings................................................  35

ITEM 2. Changes in Securities and Use of Proceeds........................  35

ITEM 5. Other Information................................................  36

ITEM 6. Exhibits and Reports on Form 8-K.................................  37

SIGNATURES................................................................ 40

</TABLE>

                                       2

<PAGE>




PART I - FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                     VIADOR INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (In thousands)


                                                    September 30,  December 31,
                                                        2001          2000
                                                        ----          ----
                                                     (Unaudited)
<S>                                                  <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents........................  $  1,396        $15,955
  Accounts receivable, net of allowance of $672
    and $2,033, respectively.......................     1,291          7,072
  Other current assets.............................        79          1,870
                                                     --------        -------
      Total current assets.........................     2,766         24,897
Equipment held for sale, net.......................        35             --
Property and equipment, net........................       979          4,357
Capitalized software development costs, net........        --          2,453
Goodwill and other intangibles, net................        --          1,705
Other assets.......................................       172          2,203
                                                     --------        -------
     Total asset...................................  $  3,952        $35,615
                                                     ========        =======


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Notes payable....................................  $     --        $ 6,000
  Accounts payable.................................     2,020          1,376
  Accrued liabilities..............................     1,450          3,640
  Accrued vacation.................................       244          1,052
  Accrued bonus....................................       345          1,035
  Accrued restructuring expense....................        41            693
  Deferred revenue.................................     2,643          4,654
                                                     --------        -------
     Total liabilities.............................     6,743         18,450
                                                     --------        -------

Stockholders' equity (deficit):
  Convertible preferred stock, $0.001 par value;
    10,000,000 shares authorized as of September 30,
    2001 and December 31, 2000; none issued and
    outstanding as of September 30, 2001 and
    December 31, 2000..............................       --             --
  Common stock, $0.001 par value: 100,000 shares
    authorized as of September 30, 2001 and December
    31, 2000; 33,132,811 and 18,199,399 shares issued
    and outstanding as of September 30, 2001 and
    December 31, 2000, respectively................       34             19
  Additional paid-in capital.......................   74,889         71,431
Deferred stock-based compensation..................     (560)        (1,759)
Treasury stock.....................................      (34)           (34)
Notes receivable from stockholders.................       --           (123)
Accumulated deficit................................  (77,054)       (52,316)
Accumulated other comprehensive loss...............      (66)           (53)
                                                    --------        -------
     Total stockholders' equity (deficit)..........   (2,791)        17,165
     Total liabilities and stockholders' equity
      (deficit).................................... $  3,952        $35,615
                                                    ========        =======
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

                                  VIADOR INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       (In thousands, except share data)
                                   Unaudited


                                             Three Months Ended          Nine Months Ended
                                       --------------------------- ---------------------------
                                       September 30, September 30, September 30, September 30,
                                            2001          2000           2001         2000
                                            ----          ----           ----         ----
<S>                                      <C>           <C>            <C>           <C>
Revenue:
  License..............................   $    551      $  6,398       $  4,136      $ 15,973
  Service..............................        855         2,037          3,562         5,225
                                          --------      --------       --------      --------
     Total revenue.....................      1,406         8,435          7,698        21,198
                                          --------      --------       --------      --------

Cost of revenue:
  Amortization of capitalized software.        103           337          3,557           535
  License and service cost of revenue..        412         2,397          2,930         6,145
                                          --------      --------       --------      --------
     Total cost of revenue.............        515         2,734          6,487         6,680
                                          --------      --------       --------      --------
     Gross profit......................        891         5,701          1,211        14,518
                                          --------      --------       --------      --------
Operating expenses:
  Sales and marketing..................      1,972         7,024         11,163        20,471
  Research and development.............        671         2,696          4,374         6,055
  General and administrative...........      1,380         1,628          4,086         4,414
  Amortization of goodwill.............         --           107            216           320
  Restructuring charges................         --            --            217            --
  Loss on lease termination............         --            --          2,634            --
  Impairment loss - goodwill and other
    assets.............................         --            --          1,993            --
  Impairment loss - equipment held for
    sale...............................        300            --            850            --
  Amortization of stock-based
   compensation*.......................         53           219           (118)          831
  Loss on sale of assets...............        190            --            190            --
                                          --------      --------       --------      --------
     Total operating expenses..........      4,566        11,674         25,605        32,091
Operating loss.........................     (3,675)       (5,973)       (24,394)      (17,573)
Other income and expense:
  Interest income......................          9           367            148         1,271
  Interest expense.....................         (7)          (15)           (10)          (43)
  Non-cash interest expense............       (500)           --           (500)           --
  Other income and expense.............         81            (4)            49           (35)
                                          --------      --------       --------      --------
     Other income and expense, net.....       (417)          348           (313)        1,193
                                          --------      --------       --------      --------
     Net loss before income taxes......     (4,092)       (5,625)       (24,707)      (16,380)
Provision for income taxe..............         --            --             31            --
                                          --------      --------       --------      --------
     Net loss..........................   $ (4,092)     $ (5,625)      $(24,738)     $(16,380)
                                          ========      ========       ========      ========

Basic and diluted net loss per share...   $  (0.16)     $  (0.32)      $  (1.18)     $  (0.94)
                                          ========      ========       ========      ========

Shares used in computing basic and
  diluted net loss per share...........     26,047        17,709         20,882        17,340

* The allocation of the amortization of stock-based compensation relates to the expense categories
  as set forth below (in thousands):


                                             Three Months Ended          Nine Months Ended
                                       --------------------------- ---------------------------
                                       September 30, September 30, September 30, September 30,
                                            2001          2000           2001         2000
                                            ----          ----           ----         ----
Cost of revenue........................   $      2      $     22       $      3      $     83
Sales and marketing....................          5            51           (152)          573
Research and development...............         34            42             78           158
General and administrative.............         12             4            (47)           17
                                          --------      --------       --------      --------
                                          $     53      $    219       $   (118)     $    831
                                          ========      ========       ========      ========

</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                      4

<PAGE>


<TABLE>
<CAPTION>


                                VIADOR INC.
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
                                 Unaudited

                                                       Nine Months Ended
                                                  -----------------------------
                                                    September 30, September 30,
                                                        2001          2000
                                                        ----          ----
<S>                                                 <C>            <C>
Cash flows from operating activities:
Net loss...........................................  $(24,738)      $(16,380)
Adjustments to reconcile net loss to net cash
  used in operating activities:
  Non-cash write-off of stockholder notes
  Receivable.......................................       123             --
  Depreciation and amortization....................     1,031          2,302
  Amortization of capitalized software.............     3,557             --
  Amortization of deferred stock-based compensation      (102)           831
  Amortization of warrants for corporate lease.....        46             --
  Issuance of warrants to non-employees............         1             --
  Warrants issued in conjunction with joint
    marketing agreement............................        48             --
  Non-cash interest charge.........................       500             --
  Issuance of options to non-employees.............        35             55
  Loss on lease termination........................     2,634             --
  Loss on sale of equipment........................       190             --
  Impairment loss - goodwill and other assets......     1,993             --
  Impairment loss - equipment held for sale........       850             --
  Changes in operating assets and liabilities:
    Accounts receivable............................     5,781         (2,238)
    Other current assets...........................     1,545         (1,361)
    Other assets...................................       100            171
    Accounts payable, accrued liabilities, accrued
      vacation and accrued bonus...................    (3,044)         3,398
    Accrued restructuring expense..................      (652)            --
    Deferred revenue...............................    (2,011)          (290)
                                                      -------        -------
        Net cash used in operating activities......   (12,113)       (13,512)
                                                      -------        -------
Cash flows from investing activities:
  Capital expenditures.............................       (68)        (5,383)
  Proceeds from sales of equipment.................        42             --
  Purchase of short-term investment................        --        (16,620)
  Rent paid in advance.............................        --           (500)
  Security deposit.................................        --         (1,697)
  Capitalization of software development costs.....      (198)        (3,131)
  Acquisition of business, net of cash acquired....        --           (883)
                                                      -------        -------
        Net cash used in investing activities......      (224)       (28,214)

Net cash provided by financing activities:
  Proceeds from (repayment of) bank line of credit.    (5,000)         2,000
  Repayment of note payable from business
    Acquisition....................................    (1,000)            --
  Proceeds from issuance of common stock and
    warrants.......................................     3,790            935
                                                      -------        -------
       Net cash provided by (used in) financing
         Activities................................    (2,210)         2,935
                                                      -------        -------
Effect of exchange rate on cash and cash equivalents      (12)           (12)
                                                      -------        -------
Net decrease in cash and cash equivalents..........   (14,559)       (38,803)
Cash and cash equivalents, beginning of period.....    15,955         44,720
                                                      -------        -------
Cash and cash equivalents, end of period...........   $ 1,396        $ 5,917
                                                      =======        =======

Supplemental disclosures of cash flow information:
  Cash paid for interest...........................   $   142        $    31
                                                      =======        =======
  Cash paid for income taxes.......................   $    32        $     7
                                                      =======        =======
Non-cash financing activities:
  Warrants issued..................................   $   252        $ 1,529
                                                      =======        =======
  Notes payable in partial payment for business
    Acquisition....................................   $    --        $ 1,000
                                                      =======        =======
  Notes receivable for options exercised...........   $    --        $   497
                                                      =======        =======

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                      5

<PAGE>


                                  VIADOR INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

Note 1.  Basis of Presentation
         ---------------------

     The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring adjustments, except as indicated)
considered necessary for a fair presentation have been included.  The results
of operations for the interim periods presented are not necessarily indicative
of the results expected for any subsequent quarter or for the entire year
ending December 31, 2001. These condensed consolidated financial statements and
the notes included herein should be read in conjunction with the Company's
audited financial statements and notes for the year ended December 31, 2000
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.

     The condensed consolidated financial statements have been prepared on a
going concern basis, which contemplates, among other things, the realization of
assets and the satisfaction of liabilities in the normal course of business.
The Company's recurring net losses, including net losses of $4.1 million, $24.7
million and $29.3 million for the three and nine months ended September 30,
2001 and for the year ended December 31, 2000, respectively, raise substantial
doubt regarding the Company's ability to continue as a going concern. In 2000,
the Company's revenue was not sufficient to support its operations, and revenue
will not be sufficient to support operations until such time, if any, that the
Company's enterprise information portal software gains substantial market
acceptance. The Company expects to continue to use cash in operations and incur
operating losses in the foreseeable future. The Company needs to obtain
additional funding to sustain its operations in 2002 and is currently in
discussions with third parties to obtain such funding, although to date no
commitments for funding have been obtained. Management believes that the
successful completion of these actions will allow the Company to continue as a
going concern. However, the consolidated financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or the amount and classification of liabilities or any other
adjustments that might be necessary should the Company be unable to continue as
a going concern. If the Company does not obtain additional cash funding, the
carrying amounts of certain assets, including property, equipment and other
assets may not be recovered.


Note 2.  Summary of Significant Accounting Policies
         ------------------------------------------

    (a) Use of Estimates
        ----------------

      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 the reported amounts of expenses during the reporting period.
Actual results could differ from those estimates.

    (b) Revenue Recognition
        -------------------

     The Company licenses its software products to end user customers, original
equipment manufacturers (OEM) and value added resellers (VAR). Software license
revenue from sales to end users is generally recognized upon receipt of a
signed contract or purchase order and delivery of the software, provided the
related fee is fixed and determinable and collectibility of the fee is probable
and vendor-specific objective evidence for all undelivered elements has been
established. The Company has established sufficient vendor-specific objective
evidence to ascribe a value to consulting services and post-contract customer
support based on the price charged when these elements are sold separately.
Accordingly, license revenue is recorded under the residual method described in
SOP 98-9 for arrangements in which licenses are sold with consulting services,
post-contract customer support or both. However, the entire fee related to
arrangements that require the Company to deliver specified additional features
or upgrades is deferred until delivery of the feature and/or upgrade has
occurred, unless the Company has sufficient vendor-specific objective evidence
of fair value to allocate revenue to the various elements in these
arrangements. Fees related to arrangements that require the Company to deliver
unspecified additional products are deferred and recognized ratably over the
term of the contract. All of the contract software revenue related to
arrangements involving consulting services that are essential to the
functionality of the software at the customer site is deferred and recognized
as the services are performed.


                                      6

<PAGE>

                                 VIADOR INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)

     Software revenue related to arrangements to maintain the compatibility of
the company's software products with the software products or platforms of the
customer or other vendor is recognized ratably over the term of the
arrangement. License revenue from OEM arrangements in which the Company earns a
royalty based on a specified percentage of OEM sales to end users incorporating
the Company's software is recognized upon delivery by the OEM to the end user.
Nonrefundable prepaid royalty fees received by the Company from OEM customers
are recognized when evidence provides that all the other conditions of SOP 97-
2, as amended, have been satisfied.

     Professional service revenue consists of fees from professional services
including integration of software, application development, training and
software installation. The Company bills professional services fees on a time
and materials basis. The Company recognizes professional services fees as the
services are performed.

     Customers typically purchase post-contract customer support agreements
annually, which are priced based on a fixed percentage of the product license
fee. The Company recognizes revenue allocated to post-contract customer support
agreements ratably over the term of the agreements, which are typically one
year.

     Cost of license revenue includes royalties due to third parties for
integrated technology, the cost of manuals and product documentation,
production media used to deliver our products and shipping costs, including the
costs associated with the electronic transmission of software to new customers,
amortization of capitalized software development costs, and an allocation of
our facilities, communications and depreciation expenses. In the quarter ended
June 30, 2001, the remaining balance of previously capitalized software
development costs was fully amortized as projection of any future revenues from
software sales was deemed to be uncertain for purposes of evaluating
recoverability.

     Cost of service revenue includes salaries and related expenses for
consulting services, customer support, implementation and training services
organizations, and costs of contracting with third parties that provide
services to customers.

      (c) Comprehensive Income (Loss)

     SFAS No. 130 "Reporting Comprehensive Income," establishes standards for
the reporting and display of comprehensive income and its components in the
financial statements. Comprehensive income (loss) that the Company currently
reports are unrealized gains and losses on marketable securities categorized as
available-for-sale and foreign currency translation adjustments. The Company
displays comprehensive loss and its components on its Consolidated Statements
of Stockholders' Equity.

     The components of comprehensive loss, net of tax, for the three and nine
months ended September 30, 2001 and 2000 were as follows (in thousands):

<TABLE>
<CAPTION>
                                             Three Months Ended          Nine Months Ended
                                       --------------------------- ---------------------------
                                       September 30, September 30, September 30, September 30,
                                            2001          2000           2001         2000
                                            ----          ----           ----         ----
<S>                                      <C>           <C>            <C>           <C>
Net loss..............................    $(4,092)      $(5,625)       $(24,738)     $(16,380)
Other comprehensive income (loss):
  Unrealized gains of investments,
    net of tax........................         --            37              --            23
  Foreign currency translation
   Adjustments........................       (112)           (8)            (13)          (12)
                                          -------       -------        --------      --------
      Total comprehensive loss........    $(4,204)      $(5,596)       $(24,751)     $(16,369)
                                          =======       =======        ========      ========


</TABLE>


                                      7

<PAGE>

                                 VIADOR INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)


Because the Company does not currently hold any derivative instruments and does
not engage in hedging activities, the adoption of SFAS No. 133 did not have a
material impact on our financial position, results of operations or cash flows.

     (e) Software Development Costs
         --------------------------

     The Company accounts for its software development expenses in accordance
with Statement of Financial Accounting Standards No. 86, ''Accounting for the
Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed''. This
statement requires that, once technological feasibility of a new product
enhancement has been established, all subsequent costs incurred in developing
that product or enhancement to a commercially acceptable level be capitalized
and amortized. The Company uses a detailed program design working model
approach in determining technological feasibility. All software costs are
amortized as a cost of revenue either on a straight-line basis, or on the basis
of each product's projected revenues, whichever results in greater
amortization, over the remaining estimated economic life of product, which
historically has been estimated to be one to two years. In the quarter ended
June 30, 2001, the remaining balance of previously capitalized software
development costs was fully amortized as projection of any future revenues from
underlying product sales was deemed to be uncertain for purposes of evaluating
recoverability. Consequently, net capitalized software development costs
amounted to approximately zero and $2.6 million as of September 30, 2001 and
2000, respectively.

      (f) Impairment of Long-Lived Assets
          -------------------------------

     The Company evaluates its long-lived assets, including goodwill, for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future undiscounted net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount of the assets or estimated fair value less costs to sell.

      (g) Recent Accounting Pronouncements
          --------------------------------

     In June 2001, the FASB issued SFAS 141 "Business Combinations," which
addresses financial accounting and reporting for business combinations and
supersedes Accounting Principles Board Opinion No. 16 ("APB 16"), "Business
Combinations," and SFAS 38, "Accounting for Preacquisition Contingencies of
Purchased Enterprises."  All business combinations in the scope of SFAS 141 are
to be accounted for using one method, the purchase method.  This Statement
requires that intangible assets be recognized as assets apart from goodwill if
they meet one of two criteria-the contractual-legal criterion or the
separability criterion.  SFAS 141 also requires disclosure of the primary
reasons for a business combination and the allocation of the purchase price
paid to the assets acquired and liabilities assumed by major balance sheet
caption.  This Statement does not change many of the provisions of APB 16 and
SFAS 38 related to the application of the purchase method.  Also, SFAS 141 does
not change the requirement to write off certain research and development assets
acquired in a business combination as required by FASB Interpretation No. 4,
"Applicability of FASB Statement No. 2 to Business Combinations Accounted for
by the Purchase Method."  The provisions of SFAS 141 apply to all business
combinations initiated after June 30, 2001 and applies to all business
combinations accounted for using the purchase method for which the date of
acquisition is July 1, 2001 or later.

     In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets," which supersedes APB 17, "Intangible Assets."  SFAS 142 addresses the
accounting treatment for goodwill and other intangible assets acquired
individually or with a group of other assets upon their acquisition, but not
acquired in a business combination.  This statement also addresses how goodwill
and other intangible assets should be accounted for after they have been
initially recognized in the financial statements.  With the adoption of SFAS
142, goodwill is no longer subject to amortization over its estimated useful
life; rather, goodwill will be subject to at least an annual assessment for
impairment by applying a fair-value-based test.  Also, if the benefit of an
intangible asset is obtained through contractual or other legal rights, or if
the intangible asset can be sold, transferred, licensed, rented or exchanged,
an acquired intangible asset should be separately recognized.  The terms of
SFAS 142 are effective as of the beginning of the first quarter of the fiscal
year beginning after December 15, 2001.  Certain provisions of SFAS 142 shall
be applied to goodwill and other acquired intangible assets for which the
acquisition date is after June 30, 2001.  The Company does not believe the
adoption of SFAS 142 will have any effect on its financial statements.


                                      8

<PAGE>

                                 VIADOR INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)


     In August 2001 the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" and in October issued SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 143 requires that the
fair value of an asset retirement obligation be recorded as a liability in the
period in which it incurs the obligation. SFAS No. 144 serves to clarify and
further define the provisions of SFAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." SFAS No. 144
does not apply to goodwill and other intangible assets that are not amortized.
SFAS No. 143 is effective for fiscal years beginning after June 15, 2002 and
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001.
The Company expects to adopt SFAS No. 144 effective January 1, 2002 and SFAS
No. 143 effective January 1, 2003. The effect of adopting these Statements is
not expected to have a material effect on the Company's consolidated financial
position or results of operations.

     (h) Stock-Based Compensation
         ------------------------

     The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," in accounting for its employee stock option
plan. As such, compensation expense would be recorded on the date of grant only
if the current market price of the underlying stock exceeded the exercise
price. In April 2000, Financial Accounting Standard Board (FASB) issued FASB
Interpretation No.44 ("FIN No. 44"), "Accounting for Certain Transactions
Involving Stock Compensation: An Interpretation of APB No. 25." The Company has
adopted the provisions of FIN No. 44, and such adoption did not materially
impact the Company's results of operations. Statement of Financial Accounting
Standard ("SFAS") No. 123, "Accounting for Stock-Based Compensation," ("SFAS
No. 123") established accounting and disclosure requirements using a fair
value-based method of accounting for stock-based employee compensation plans.
As allowed by SFAS No. 123, the Company has elected to continue to apply the
intrinsic value-based method of accounting described above, and has adopted the
disclosure requirements of SFAS No. 123.


Note 3.  Net Loss Per Share
         ------------------

     Basic net loss per share is computed using the weighted-average number of
outstanding shares of common stock excluding shares of restricted stock subject
to repurchase summarized below.  Diluted net loss per share is computed using
the weighted-average number of shares of common stock outstanding excluding
shares of restricted stock subject to repurchase and, when dilutive, shares of
restricted stock subject to repurchase and potential common shares from
restricted stock options and warrants to purchase common stock using the
treasury stock method and from convertible securities using the "as if
converted" basis.  The following potential common shares have been excluded
from the computation of diluted net loss per share for all periods presented
because the effect would have been antidilutive (in thousands):


<TABLE>
<CAPTION>


                                             Three Months Ended          Nine Months Ended
                                       --------------------------- ---------------------------
                                       September 30, September 30, September 30, September 30,
                                            2001          2000           2001         2000
                                            ----          ----           ----         ----
<S>                                      <C>           <C>            <C>           <C>
Shares issuable under stock
  Options......................            6,279        4,190          6,279         4,190
Shares of restricted stock
  subject to repurchase........               20          103             20           103
Shares issuable pursuant to
  warrants to purchase common
  stock........................            4,218          100          4,218           100


</TABLE>


     The weighted-average exercise price of stock options was $2.58 and $7.34
per share for the three months ended September 30, 2001 and 2000. The weighted-
average exercise price of stock options was $4.02 and $15.52 per share for the
nine months ended September 30, 2001 and 2000. The weighted-average purchase
price of restricted stock was $0.34 and $3.33 per share for the three months
ended September 30, 2001 and 2000, respectively. The weighted-average purchase
price of restricted stock was $0.34 and $2.69 per share for the nine months
ended September 30, 2001 and 2000, respectively. The weighted average exercise
price of warrants was $0.31 and zero per share for the three months ended
September 30, 2001 and 2000, respectively. The weighted average exercise price
of warrants was $0.31 and $31.44 per share for the nine months ended September
30, 2001 and 2000.


                                      9

<PAGE>

                                 VIADOR INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)


Note 4.  Business Acquisition
         --------------------

     On January 20, 2000, the Company acquired a distributor in Switzerland
(the acquired company).  The acquisition, recorded under the purchase method of
accounting, included the purchase of all outstanding common stock shares of the
acquired company which, including acquisition costs, resulted in a total
purchase price of $2.0 million.  The Company paid $1.0 million in cash at the
closing of the acquisition and issued notes payable of $1.0 million which
accrued interest at six percent per annum; the note payable and related
interest were paid in full in January 2001. The purchase price was allocated to
assets acquired and liabilities assumed based on estimated fair market value at
the date of the acquisition as follows (in thousands):


<TABLE>
<CAPTION>

<S>                                                                 <C>
Current assets (includes cash acquired of $117)...................   $   179
Goodwill..........................................................     2,131
Current liabilities...............................................      (277)
                                                                     -------
Total Purchase Price..............................................   $ 2,033
                                                                     =======

</TABLE>

     Goodwill, which represents the excess of purchase price over value of net
assets acquired, is amortized on a straight-line basis over the expected period
to be benefited, which was five years.  In the three months ended June 30,
2001, the remaining unamortized portion of goodwill was deemed impaired as
actual revenues for the acquired company were below projected revenues and key
management personnel terminated employment with the subsidiary located in
Switzerland. As a result, we recorded an impairment charge of $1.6 million for
the entire remaining unamortized balance.  Consequently, amortization expense
related to goodwill was zero and $216,000 for the three and nine months ended
September 30, 2001, respectively.


Note 5.  Restructuring Expense, Impairment and Loss on Lease Termination
         ---------------------------------------------------------------

     In December 2000, the Board of Directors approved a restructuring program
designed to streamline the Company's business and to reduce costs, which
resulted in the accrual of a restructuring expense of $693,000.

     In April and June 2001, the Board of Directors approved a restructuring
program designed to further streamline the Company's business and to reduce
costs.  These restructuring programs resulted in an additional restructuring
expense of $217,000 for severance charges associated with reductions in the
Company's United States workforce (55 positions in April and approximately ten
positions subsequent to June).  As of September 30, 2001, $41,000 of
restructuring expense remains accrued and is expected to be paid by the end of
the fourth quarter of fiscal 2001. The following table depicts the activity for
the restructuring accrual for the nine months ended September 30, 2001 (in
thousands):

<TABLE>
<CAPTION>

                                                   Severance     Rent    Total
                                                   ---------     ----    -----
<S>                                                  <C>       <C>      <C>
Restructuring accrual, December 31, 2000...........   $ 234     $ 459    $ 693
Additions to Restructuring Accrual, April 2001.....     144        --      144
Additions to Restructuring Accrual, June 2001......      73        --       73
Additions to Restructuring Accrual, September 2001.      10        --       10
Cash Payments (January 2001 through September 2001)    (420)     (459)    (879)
                                                      -----     -----    -----
  Total............................................   $  41     $  --    $  41
                                                      =====     =====    =====

</TABLE>

     In June 2001, the Company terminated its corporate lease which was
scheduled to expire in 2005 in order to reduce future operating expenses.  As
consideration for early termination, the Company surrendered its restricted
lease deposit of $1 million and a significant amount of its office furniture,
leasehold improvements and other assets associated with the corporate lease
(with a net book value of approximately $1.6 million) to the landlord.   The
net book value of surrendered assets associated with this event and the lease
deposit surrendered is included in Loss on Lease termination in the
accompanying Condensed Consolidated Statement of Operations for the nine months
ended September 30, 2001.

     In June 2001, management decided to sell certain equipment. In connection
with this decision, the Company recognized a loss on equipment held for sale of
$550,000. Further review of equipment held for sale resulted in an


                                      10

<PAGE>

                                 VIADOR INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)


additional impairment charge of $300,000 for the three months ended September
30, 2001. During the three months ended September 30, 2001, equipment was sold
for $36,000 resulting in a loss of $190,000.


Note 6.  Geographic, Segment and Significant Customer Information
         --------------------------------------------------------

     The Company has adopted SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information. SFAS No. 131 establishes standards for the
manner in which public companies report information about operating segments in
annual and interim financial statements. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. The method for determining what information to report is based on
the way management organizes the operating segments within the Company for
making operating decisions and assessing financial performance.

     The Company's chief operating decision-maker is considered to be the chief
executive officer ("CEO"). The CEO reviews financial information presented on
an entity level basis accompanied by disaggregated information about revenue by
product type for purposes of making operating decisions and assessing financial
performance. The entity level financial information is identical to the
information presented in the accompanying statements of operations. Therefore,
the Company operates in a single operating segment: Enterprise information
portal systems. The disaggregated information is as follows (in thousands):


<TABLE>
<CAPTION>

                             Three Months Ended          Nine Months Ended
                        --------------------------- ---------------------------
                        September 30, September 30, September 30, September 30,
                             2001          2000           2001         2000
                             ----          ----           ----         ----
<S>                       <C>           <C>            <C>           <C>
Revenue:
  License...............    $  551       $6,398         $4,136        $15,973
  Services..............       855        2,037          3,562          5,225
                            ------       ------         ------        -------
     Total revenue......    $1,406       $8,435         $7,698        $21,198
                            ======       ======         ======        =======

</TABLE>

     Significant customer information is as follows:


<TABLE>
<CAPTION>

                       Percentage of Total Revenue  Percentage of Total Revenue     Percentage of
                           Three Months Ended          Nine Months Ended           Total Accounts
                               September 30,              September 30,              Receivable
                       ---------------------------  ---------------------------   -----------------
                            2001         2000           2001         2000        September 30, 2001
                            ----         ----           ----         ----        ------------------
<S>                        <C>          <C>            <C>          <C>                <C>
Customer A ...........      26%          13%            23%          --%                 28%
Customer B............      11%          --%            --%          --%                 12%

</TABLE>

     The Company markets its products mainly from its operations in North
America. International sales are primarily to customers in Canada, Europe and
the Asia-Pacific region. Revenue derived from international sales was 48% and
15% of total revenue for the three months ended September 30, 2001 and 2000,
respectively. Revenue derived from international sales was 42% and 13% of total
revenue for the nine months ended September 30, 2001 and 2000, respectively.


Note 7.  Bridge Loan, Warrants and Beneficial Conversion Feature
         -------------------------------------------------------

     On July 6, 2001 the Company issued convertible notes payable with
detachable warrants to purchase 1,250,000 shares of common stock at an exercise
price of $0.40 per share in return for $500,000 in cash.  The notes payable
bore interest at prime plus 1% and were due on September 6, 2001.  For
accounting purposes, $252,000 of the proceeds was allocated to the warrants and
$248,000 was initially recorded as notes payable with a face value of $500,000.
These warrants were fair valued at $252,000 on July 6, 2001. The fair value of
the warrants was determined using the Black-Scholes option pricing model using
the following assumptions: no dividends; contractual life of two years; risk-
free interest rate of 5.8%; and expected volatility of 90%. The notes payable
were convertible at the option of the holder into $500,000 worth of common
stock.  Consequently, a beneficial conversion feature of $252,000 was inherent
in the notes payable.  In accordance with EITF Issue No. 98-5, the Company
recorded the beneficial conversation feature of $248,000 (limited to the
proceeds) as additional paid in capital.  The remaining carrying amount of the
notes payable of zero was accreted to the


                                      11


<PAGE>

                                 VIADOR INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                                 (Unaudited)


face value of the notes payable of $500,000 over the term of the debt resulting
in a non-cash interest charge of $500,000 during the third quarter.


Note 8.  Subsequent Events
         -----------------
NASDAQ Notice of Noncompliance
------------------------------

     On July 3, 2001, the Company received a letter from Nasdaq indicating the
Company had failed to comply with the minimum bid price required for continued
listing as set forth in marketplace rule 4450 (a) (5) and that its securities
were, therefore, subject to delisting from Nasdaq.  The Company requested a
hearing before a Nasdaq Listing Qualifications Panel to review this
determination.  On August 15, 2001, Nasdaq notified the Company of additional
deficiencies including net tangible assets and shareholders' equity, market
capitalization, total assets, total revenues, shareholder approval and audit
committee composition requirements. Despite the Company's attempts to remedy
these deficiencies, on October 30, 2001 the Company was notified by Nasdaq that
the Company's securities would be delisted from the Nasdaq Stock Market
effective with the opening of business on October 31, 2001. The delisting
occurred on October 31, 2001 and the Company's shares of common stock are now
traded on the OTC Bulletin Board.



                                      12

<PAGE>

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

You should read the following in conjunction with the interim unaudited
consolidated financial statements and related notes. Except for the historical
financial information contained herein, the matters discussed in this Quarterly
Report on Form 10-Q may be considered "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Act of 1934, as amended. Such statements include
declarations regarding the intent, beliefs or current expectations of Viador
and our management. Such forward-looking statements are not guarantees of
future performance and involve a number of risks and uncertainties. Actual
results could differ materially from those indicated by such forward-looking
statements as a result of certain factors, including, but not limited to, those
set forth under "risks factors" and elsewhere in this quarterly report and in
our other documents filed with the Securities and Exchange Commission,
including our Annual Report on Form 10-K for the fiscal year ended December 31,
2000.  We undertake no obligation to publicly release the results of any
revision to these forward-looking statements, which may be made to reflect
events or circumstances after the dates hereof or to reflect the occurrence of
unanticipated events. Important factors which could cause actual results to
differ materially from those in the forward-looking statements, include but are
not limited to: the company's short operating history which makes it difficult
to predict its future results of operations; the dependence of the company's
revenue upon the company's suite of products; the company's history of
operating losses and expected future losses which could impede its ability to
address the risks and difficulties encountered by companies in new and rapidly
evolving markets; the company's future operating results could fluctuate which
may cause volatility or a decline in the price of the company's stock.


Overview
--------

     We develop and market Internet software that enables businesses to create
enterprise information portals for both business-to-business, or B2B, and
business-to-employee, or B2E, use.  An enterprise information portal gives
users a single browser-based interface with which to quickly and easily access
information from a variety of enterprise data sources. We believe the Viador E-
Portal offers a comprehensive and integrated enterprise information portal that
is specifically designed for the World Wide Web and works with a customer's
existing hardware and software systems, without the need for additional
technology expenditures. It provides our customers with the ability to manage
and share information on a secure and cost-effective basis that can accommodate
significant increases in the number of users and amount of information. As more
users contribute increasing amounts of information to the portal, we believe
our customers are able to increase business productivity and efficiency.

     Historically, we have focused our selling efforts in North America and
derived a majority of our revenue from North America. However, we believe it is
important to have an international presence and we intend to continue to
conduct business in markets outside the United States through a combination of
subsidiaries and distributors. We conduct business internationally through a
variety of distribution and service partners. In Europe we use distributors in
the Nordic Region (Finland, Norway, Sweden, Denmark), Italy, Greece, Isreal and
Russia. We have our own direct Sales and Presales Team in Germany, Switzerland,
the United Kingdom and Canada.  In Asia, we use distributors in Japan, Korea,
Indonesia, China, Hong Kong, and Thailand.

     We were incorporated as Infospace Inc. in California in December 1995.  In
January 1999, we changed our name to Viador Inc., and we subsequently
reincorporated in the State of Delaware.  In October 1999, we raised gross
proceeds of $41.4 million through an initial public offering.  Since our
inception, we have developed web-based products designed to permit our
customers to search, analyze and deliver relevant information to users within
and outside the enterprise.  We delivered our first product, Web-Charts, in
September 1996.  Over the last two years, we introduced more sophisticated web
products and a proprietary web security server product.  In the first quarter
of 1999, we first shipped a fully integrated web-based product suite called the
Viador E-Portal, which integrated our prior product offerings. In the fourth
quarter of 1999, we introduced the Business-to-Business E-Portal, a product and
services offering that is designed to allow personalized communication and
information exchange between businesses.  In the second quarter of 2000, we
introduced Viador Portlets, a technology for easily extending the Viador E-
Portal by adding tightly integrated modules for accessing additional data
sources and applications.  In the fourth quarter of 2000, we introduced Viador
E-Portal Express, a portal user interface that set new standards for
performance and scalability.


                                      13


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


Recent Events
-------------

     Class Action Law Suite
     ----------------------

     On November 13, 2001 a press release announced that The Plaintiffs'
Executive Committee in In re: Initial Public Offering Securities Litigation, 21
MC 92 (SAS) had filed a class action law suit on November 13, 2001, on behalf
of purchasers of the Company's securities of between October 25, 1999 and
December 6, 2000, inclusive. As of this date, the Company has received no
official notification of this action, and therefore has no comment regarding
its merit.

     NASDAQ Notice of Noncompliance and Delisting
     --------------------------------------------

     On July 3, 2001, we received a letter from Nasdaq indicating Viador had
failed to comply with the minimum bid price required for continued listing as
set forth in marketplace rule 4450 (a) (5) and that its securities were,
therefore, subject to delisting from Nasdaq. We requested a hearing before a
Nasdaq Listing Qualifications Panel to review this determination.  On August
15, 2001, Nasdaq notified the Company of additional deficiencies including net
tangible assets and shareholders' equity, market capitalization, total assets,
total revenues, shareholder approval and audit committee composition
requirements. Despite the Company's attempts to remedy these deficiencies, on
October 30, 2001 the Company was notified by Nasdaq that the Company's
securities would be delisted from the Nasdaq Stock Market effective with the
opening of business on October 31, 2001. The delisting occurred on October 31,
2001 and the Company's shares of common stock are now traded on the OTC
Bulletin Board.

     Private Financing
     -----------------

     On July 6, 2001, we raised $500,000 in financing through a private
offering of convertible debt and detachable warrants.  On August 13, 2001, we
raised $3.8 million in financing through a private offering of our common stock
and warrants.  For further information regarding the offering, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" and "Changes in Securities and
Use of Proceeds - Information Required by Item 701 of Regulation S-K."

     We are currently attempting to raise additional financing to fund our
operations.  Any significant increase in planned capital expenditures or other
costs or any decrease in or elimination of anticipated sources of revenue could
cause us to further restrict our business and product development efforts or to
continue to deplete our available cash.  Additional funding alternatives may
not be available to us within the necessary timeframe, on favorable terms or at
all. If we do not realize significant additional revenue or raise additional
debt or equity financing, we may be unable to execute our business development
efforts, and we may be unable to continue as a going concern.

     Management Changes
     ------------------

     On August 13, 2001, Stan Wang was appointed president of the Company. Dick
Warmington resigned as the Company's interim chief executive officer on
September 21, 2001 and continues to serve as a member of the Company's Board of
Directors and the Board's audit committee. On September 21, 2001, Stan Wang was
appointed chief executive officer of the Company.

     On October 1, 2001, Don Cochrane resigned as vice president of worldwide
sales and marketing.

     On October 8, 2001, Nate Cammack was appointed vice president of finance
and administration and chief financial officer to replace Alice Pilch, who
resigned on September 21, 2001.

     On October 8, 2001, Tek-min Gan joined the Company as the senior director
of United States sales.


     Restructuring
     -------------

     During the second half of 2000, adverse economic conditions reduced demand
for software products in general and impaired our revenue growth. In response
to these conditions, we decided to streamline our operations and reduce our


                                      14


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


expenditure levels.  In furtherance of these objectives, on January 5, 2001, we
reduced our workforce in the United States by 87 positions, or 36% of our
workforce in the United States, and aggressively cut costs. On April 6, 2001,
we announced that we are restructuring our business to focus on three
distribution models: e-government with systems integrators, OEM partnerships
and independent resellers. As a result of the new focus and an ongoing effort
to reduce costs and preserve cash, we reduced our workforce further by 55
positions out of the remaining 151 positions, or 37% of our workforce in the
United States.  The reductions were made in functional areas that did not align
with the streamlined distribution model, primarily in direct sales and
marketing with further reductions in our consulting organization. On June 29,
2001, we announced that a future layoff of approximately 10 people or 14% of
our then current workforce would occur to further reduce costs. By September
17, 2001, we had further reduced our workforce in the United States by 21
positions, or 36% of our remaining workforce in the United States. At October
31, 2001, our workforce totaled 39 employees. It is possible that we will have
further workforce and cost reductions in the future.

     As part of our restructuring program, we terminated our corporate lease
with Alza Corporation on June 30, 2001, and entered into a new corporate lease
agreement for our current office.  As consideration for early termination, we
surrendered our restricted lease deposit of $1.0 million and a significant
amount of our office furniture, leasehold improvements and other assets related
to the corporate lease (with a net book value of approximately $1.6 million) to
the landlord.   The costs associated with this event are included in loss on
lease termination in the accompanying Condensed Consolidated Statement of
Operations for the nine months ended September 30, 2001.  For further
information regarding our restructuring program, see "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Restructuring
Expense, Impairment Loss and Loss on Lease Termination" on page 20.

Effect of Economic Conditions
-----------------------------

     The current economic environment has negatively impacted our business.  In
the first half of the year 2000, a more significant portion of our customers
were newly funded dot-coms and internet-related companies that wanted to move
quickly in their buying decisions.  Starting with the second half of the year
2000, our customers have tended to be more conservative buyers and have scaled
down their budgets for capital expenditures.  In addition, potential customers
have questioned our viability as a company since our stock price and cash
balances have generally decreased throughout the year 2000 and the first
through third quarters of 2001. The tragic events of September 11, 2001 have
had pervasive effects across our markets, and generally have further slowed
purchasing activity. These changes have lengthened the sales cycle and reduced
the overall demand for our product. Finally, because it is a difficult
environment for companies in the United States to raise additional funds, we
have seen an increase in the age of our accounts receivables.  As a result, we
may experience higher levels of customer turnover and bad debt provisions.

Segment Presentation
--------------------

     We manage and evaluate the performance of our business through a single
operating segment: Enterprise information portals.

     Fluctuations in Operating Results
     ---------------------------------

     We expect to experience significant fluctuations in our future results of
operations due to a variety of factors, many of which are outside of our
control, including:

     o demand for and market acceptance of our products and services;

     o our presence in international markets;

     o introductions of new products and services or enhancements by us and our
       competitors;

     o competitive factors that affect our pricing;

     o the size and timing of customer orders;

     o hiring and retention of key personnel;

     o the mix of products and services we sell;

     o the timing and magnitude of our capital expenditures;


                                      15


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


     o conditions specific to the enterprise information portal market and
       other general economic factors.

     Consequently, we believe that period-to-period comparisons of our
operating results are not necessarily meaningful and that such comparisons
cannot be relied upon as indicators of future performance.


Results of Operations

     The following table sets forth certain statement of operations data as a
percentage of total revenue for the periods indicated:

<TABLE>
<CAPTION>

                                             Three Months Ended          Nine Months Ended
                                       --------------------------- ---------------------------
                                       September 30, September 30, September 30, September 30,
                                            2001          2000           2001         2000
                                            ----          ----           ----         ----
<S>                                        <C>           <C>             <C>          <C>
Revenue:
  License..............................     39%            76%             54%         75%
  Service..............................     61             24              46          25
                                          ----           ----            ----        ----
     Total revenue.....................    100            100             100         100
                                          ----           ----            ----        ----
Cost of revenue:
  Amortization of capitalized
    Software...........................      7              4              46           3
  License and service cost of revenue..     29             28              38          29
                                          ----           ----            ----        ----
      Total cost of revenue............     36             32              84          32
      Gross profit (loss)..............     64             68              16          68
                                          ----           ----            ----        ----
Operating expenses:
Sales and marketing....................    140             83             145          97
Research and development...............     48             32              57          29
General and administrative.............     98             19              53          21
Amortization of goodwill...............     --              1               3           2
Restructuring..........................     --             --               3          --
Loss on lease termination..............     --             --              34          --
Impairment loss - goodwill and other
  assets...............................     --             --              26          --
Impairment loss - equipment held for
  Sale.................................     21             --              11          --
Amortization of stock-based compensation     4              3              (2)          4
Loss on sale of assets.................     14             --               3          --
                                          ----           ----            ----        ----
      Total operating expenses.........    325            137             333         153
                                          ----           ----            ----        ----
Operating loss.........................   (261)           (70)            317         (85)
Other income and expense:
  Interest income......................     --              4               2           6
  Interest expense.....................     --             --              --          --
  Non-cash interest expense............    (35)            --              (6)         --
  Other income and expense ............     (5)            --              --          --
                                          ----           ----            ----        ----
    Other income and expense, net......    (30)             4               4           6
                                          ----           ----            ----        ----
Net loss before income taxes...........   (291)           (67)            321         (77)
Provision for income taxes.............     --             --              --          --
                                          ----           ----            ----        ----
     Net loss..........................   (291)%          (67)%          (321)%       (77)%
                                          ====           ====            ====        ====

</TABLE>


Three and Nine Months Ended September 30, 2001 as Compared to Three and Nine
Months Ended September 30, 2000

Revenue
-------

     We follow the revenue recognition principles described in Statement of
Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9.


                                      16


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


     We license our products to end user customers, original equipment
manufacturers (OEM) and value added resellers (VAR).  Software license revenue
from sales to end users is generally recognized upon receipt of a signed
contract or purchase order and delivery of the software, provided the related
fee is fixed and determinable and collectibility of the fee is probable and
vendor-specific objective evidence for all undelivered elements has been
established. We have vendor-specific objective evidence of fair value for
consulting services and post-contract customer support based on the price
charged when these elements are sold separately.  Accordingly, license revenue
is recorded under the residual method described in SOP 98-9 for arrangements in
which licenses are sold with consulting services, post-contract customer
support or both.  However, the entire fee related to arrangements that require
us to deliver specified additional features or upgrades is deferred until
delivery of the feature and/or upgrade has occurred, unless we have sufficient
vendor-specific objective evidence of fair value to allocate revenue to the
various elements in these arrangements.  Fees related to arrangements that
require us to deliver unspecified additional products are deferred and
recognized ratably over the term of the contract.  Revenue related to
arrangements involving consulting services that are essential to the
functionality of the software is deferred and recognized as the services are
performed.

     Software revenue related to arrangements to maintain the compatibility of
our software products with the software products or platforms of the customer
or other vendor is recognized ratably over the term of the arrangement.
License revenue from OEM arrangements in which we earn a royalty based on a
specified percentage of OEM sales to end users incorporating the Company's
software is recognized upon delivery to the end user.  Nonrefundable prepaid
royalty fees we receive from OEM customers are recognized when evidence
provides that all the conditions of SOP 97-2, as amended, have been satisfied.

     Service revenue consists of fees from professional services including
integration of software, application development, training and software
installation.  We bill professional service fees on a time and materials basis.
We recognize professional services fees as the services are performed.
Customers typically purchase post-contract customer agreements annually, which
are priced based on a fixed percentage of the product license fee.  We
recognize revenue allocated to post-contract customer support agreements
ratably over the term of the agreements, which are typically one year.

     Cost of license revenue includes royalties due to third parties for
integrated technology, the cost of manuals and product documentation,
production media used to deliver our products and shipping costs, including the
costs associated with the electronic transmission of software to new customers,
amortization of capitalized software development costs, and an allocation of
our facilities, communications and depreciation expenses. Cost of service
revenue includes salaries and related expenses for consulting services,
customer support, implementation and training services organizations, and costs
of contracting with third parties engaged to provide consulting services to
customers.

     Total Revenue. Total revenue decreased by 83% to approximately $1.4
     -------------
million for the three months ended September 30, 2001 from approximately $8.4
million for the similar period in the prior year. Total revenue decreased by
64% to approximately $7.7 million for the nine months ended September 30, 2001
from approximately $21.2 million for the similar period in the prior year. For
the three months ended September 30, 2001, license revenues and service
revenues accounted for 39% and 61% of total revenues, as compared to 76% and
24% of total revenue, respectively, for the comparable prior year period. For
the nine months ended September 30, 2001, license revenue and service revenue
accounted for 54% and 46% of total revenue, respectively, as compared to 75%
and 25% of total revenue, respectively, for the comparable period in the prior
year.  The decrease in total revenue was primarily due to reductions in license
revenue resulting from decreased demand for our products and secondarily, a
reduction in service revenue associated with reduced demand for our consulting
services. The percentage shift toward service revenue is due to lower new
customer license revenues caused both by the generally poor economic climate
and the Company's financial condition versus the continuing need for existing
customers  to rely on Viador's services to enhance their licensed portal
products.

     License Revenue. License revenue decreased by 91% to approximately $0.6
     ---------------
million for the three months ended September 30, 2001 from approximately $6.4
million for the same period in the prior year. License revenue decreased by 74%
to approximately $4.1 million for the nine months ended September 30, 2001 from
approximately $16.0 million for the same period in the prior year. The
decreases in license revenue were due to a reduction in software purchases
attributable to general adverse economic conditions and customer concerns
regarding our viability.

     Service Revenue. Service revenue decreased by 58% to approximately $0.9
     ---------------
million for the three months ended September 30, 2001 from approximately $2.0
million for same period in the prior year. Service revenue decreased by 32% to
approximately $3.6 million for the nine months ended September 30, 2001 from
approximately $5.2 million for same


                                      17


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


period in the prior year. The decreases in service revenue primarily resulted
from a decrease in consulting services provided , although the percentage
reduction was less dramatic than that for license revenues for the same
periods.

     Channel Mix. We distribute our products directly through a direct sales
     -----------
force and indirectly through Original Equipment Manufacturers ("OEMs"), Value
Added Resellers ("VARs") and systems integrators. Indirect channel revenues for
the three and nine months ended September 30, 2001 were 12% and 21% of total
revenues, respectively, as compared to 3% and 8% of total revenues,
respectively, for the three and nine months ended September 30, 2000. Indirect
channel revenues increased both as a percentage of total revenues and in
absolute dollars from each corresponding previous year period, primarily
because of the expanded use of channel partners and their customer base. This
percentage increase was in part, the result of the decrease in the Company's
direct sales force. The Company's financial condition continues to negatively
effect our success in direct selling efforts. In general, the distribution of
revenues among channels will fluctuate in future periods depending on the
timing of new product releases, our ability to expand our use of OEMs and VARs,
the timing of direct sales to large customer accounts and customer buying
patterns.

     Geographic Mix. International revenue (sales outside of the United States)
     --------------
for the three and nine months ended September 30, 2001, accounted for 48% and
42% of total revenue, respectively. International revenue for the three and
nine months ended September 30, 2000 represented 15% and 13% of total revenue,
respectively. International revenue for the three and nine months ended
September 30, 2001 increased in absolute dollars and as a percentage of total
revenue from the similar period in the prior year because of increased
distribution channels and customer base in international markets. The increase
is also attributable to the fact that a majority of international revenues are
generated through substantial distribution partners in non-US markets, giving
less profile to the current financial condition of the Company. During 2001,
the Company's European direct sales organization has been dramatically reduced.
See Note 7 of Notes to Condensed Consolidated Financial Statements for further
geographic information.

     We plan to continue to invest in international markets by partnering with
OEMs, VARs and distributors throughout the world. International revenues may
fluctuate in future periods as a result of competition, the general demand for
Internet- and intranet-related products in international markets, and general
economic conditions of the regions.


Cost of revenue
---------------

     Our cost of revenue includes salaries and related expenses for our
customer maintenance and support, professional consulting and implementation
and training services organizations and costs of contracting with third parties
to provide consulting services to customers and amortization of software
development costs.  Our cost of revenue also includes royalties due to third
parties for integrated technology, the cost of manuals and product
documentation, production media used to deliver our products and shipping
costs, including the costs associated with the electronic transmission of
software to new customers and an allocation of our facilities, and depreciation
expenses.

     Total cost of revenue decreased by 81% to approximately $0.5 million for
the three months ended September 30, 2001 from approximately $2.7 million for
the similar prior year period. Total cost of revenue decreased by 3% to
approximately $6.5 million for the nine months ended September 30, 2001 from
approximately $6.7 million for similar period in the prior year.  Total cost of
revenue increased to 63% of total revenue for the three months ended September
30, 2001 from 32% in the similar prior year period. Total cost of revenue
increased to 84% of total revenue for the nine months ended September 30, 2001
from 32% for the similar period in the prior year. The increase in cost of
revenue as a percentage of total revenue for the three months ended September
30, 2001 resulted primarily from termination costs associated with
organizational downsizing during the quarter.  The increase in cost of revenue
as a percentage of total revenue for the nine months ended September 30, 2001
resulted primarily from a significant acceleration in software amortization and
write-offs of software held for resale during the first six months of 2001 in
the amount of $802,000.


                                      18


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


Gross Margin
------------

     The gross margin for the three and nine months ended September 30, 2001
was 63% and 16%, respectively, as compared to 68% for both the three- and nine-
month periods ended September 30, 2000. This decrease in gross margins for the
nine months ended September 30, 2001 was due primarily to a reduced proportion
of license revenues, which historically have generated for us higher margins
than service revenues (contributing approximately 9% to the decline), a
significant acceleration of software development cost amortization of $3.0
million and write-offs of software held for resale in the amount of $802,000.


Operating Expenses
------------------

     Our operating expenses are classified into five general categories: sales
and marketing, research and development, general and administrative, and
amortization of stock-based compensation and amortization of goodwill through
the six months ended June 30, 2001 at which time the remaining balance was
written off. In addition to five general categories, we have recorded special
charges for restructuring expense, loss on lease termination and impairments in
2001. We classify all charges to these operating expense categories based on
the nature of the expenditures. Although each category includes expenses that
are category specific, each category includes expenses that may be common to
the other categories, such as salaries, employee benefits, bonuses, travel and
entertainment costs, telephone expenses, rent, facilities costs and third-party
professional service fees. The sales and marketing category of operating
expenses includes expenditures specific to the category, such as sales
commissions, public relations and advertising, trade shows, marketing
collateral materials and web seminars. We allocate the total costs for overhead
and facilities to each of the functional areas that use the overhead and
facilities services based on their estimated usage as measured primarily by
employee headcount. These allocated charges include facility rent and utilities
for the corporate office and depreciation expense for office furniture and
equipment.

     Viador's total operating expenses for the three months ended September 30,
2001 and 2000 were $4.6 million and $11.7 million, or 325% and 138% of total
revenue, respectively. Our total operating expenses for the nine months ended
September 30, 2001 and 2000 were $25.6 million and $32.1 million, or 333% and
153% of total revenue, respectively. The decrease in operating expenses for the
three and nine months ended September 30, 2001 as compared to the corresponding
earlier year periods in absolute dollars resulted from our efforts to
streamline our operations and reduce our expenditure levels. The results of
these efforts are not fully apparent in the three-month period ended September
30, 2001. The reduced organization staffing will result in significantly
reduced costs in the fourth quarter of 2001.

     In furtherance of these objectives, on January 5, 2001, we reduced our
workforce in the United States by 87 positions, or 36% of our workforce in the
United States, and aggressively cut costs. On April 6, 2001, we announced that
we are restructuring our business to focus on three distribution models: e-
government with systems integrators, OEM partnerships and independent
resellers. As a result of the new focus and an ongoing effort to reduce costs
and preserve cash, we reduced our workforce further by 55 positions out of the
151 positions, or 37% of our workforce in the United States.  The reductions
were made in functional areas that did not align with the streamlined
distribution model, primarily in direct sales and marketing with further
reductions in our consulting organization. On June 29, 2001, we announced that
a further layoff of approximately 10 people or 14% of our then current
workforce would occur to further reduce costs. By September 17, 2001, we had
further reduced our workforce in the United States by 21 positions, or 36% of
our then remaining workforce in the United States. At October 31, 2001, our
workforce totaled 39 employees. It is possible that we will have further cost
reductions in the future.

Sales and Marketing
-------------------

     Sales and marketing expenses consist of operating expenses associated with
Viador's sales, marketing, international and other business development
efforts. Sales and marketing expenses for the three months ended September 30,
2001 and 2000 were $2.0 million and $7.0 million, or 140% and 83% total
revenue, respectively. Sales and marketing expenses for the nine months ended
September 30, 2001 and 2000 were $11.1 million and $20.5 million, or 145% and
97% total revenue, respectively. Sales and marketing expenses decreased in
absolute dollars for the three and nine months ended September 30, 2001 as
compared to the similar period in 2000 primarily due to reduced salaries and
related expenses resulting from decreased staffing associated with announced
restructurings in January, April, June and September 2001. We believe that
sales and marketing expenses are likely to decline in absolute dollars in the
near term as a result of the cost

                                      19


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


containment procedures that we have recently implemented in response to the
decline in our earnings and general macro-economic conditions.

Research and Development
------------------------

     Research and development expenses consist of operating expenses associated
with software development. Research and development expense decreased by 75% to
$0.7 million or 48% of total revenue without software capitalization for the
three months ended September 30, 2001 as compared to $2.7 million or 32% of
total revenue for the same period in 2000. Research and development expense
decreased by 28% to $4.4 million or 57% of total revenue for the nine months
ended September 30, 2001 as compared to $6.1 million or 29% of total revenue
for the same period in 2000. The decreases in research and development expenses
for the three and nine months ended September 30, 2001 were principally due to
our reduced use of outside contractors and reduced salary-related expenses due
to as restructurings during January 2001. We capitalized approximately $105,000
additional development costs related to enhancing our product in the second
quarter of 2001. Amortization of capitalized software development costs is
charged to cost of revenue and totaled none and approximately $3.5 million in
the three and nine months ended September 30, 2001, respectively.

General and Administrative
--------------------------

     General and administrative expenses for all years presented consist
primarily of compensation and fees for professional services. General and
administrative expenses for the three months ended September 30, 2001 and 2000
were $1.4 million and $1.6 million or 98% and 19% of total revenue,
respectively. General and administrative expenses for the nine months ended
September 30, 2001 and 2000 were $4.1 million and $4.4 million or 53% and 21%
of total revenue, respectively.  We believe that general and administrative
expenses may decline in absolute dollars in the near term as a result of the
cost containment procedures that we have recently implemented in response to
the decline in our earnings and general macro-economic conditions.

Amortization of Goodwill
------------------------

     Amortization of goodwill was attributable to the acquisition of a
distributor in Switzerland in January 2000 and is based on a straight-line
method over the expected period to be benefited, which is five years.
Amortization of goodwill for the three and nine months ended September 30, 2001
was none and $216,000, or zero and 3% of total revenue, respectively.
Amortization of goodwill for the three and nine months ended September 30, 2000
was $107,000 and $320,000, or 1% and 2% of total revenue, respectively. At June
30, 2001, we performed an evaluation of goodwill to determine whether it was
recoverable. The evaluation was based on current year activities and projected
cash flows as compared to the carrying value of goodwill. Our impairment
evaluation related to our Switzerland-based subsidiary during the three months
ended June 30, 2001 indicated that the $1.6 million of goodwill remaining
unamortized was deemed impaired as actual revenues for the acquired company
were below projected revenues and key management personnel terminated
employment with the subsidiary located in Switzerland. Consequently, we
recorded an impairment charge for the entire remaining unamortized balance. For
further information regarding this impairment charge, see Note 5 to the
Condensed Consolidated Financial Statements.

Restructuring Expense, Impairment Loss and Loss on Lease Termination
--------------------------------------------------------------------

     In December 2000, we implemented a Board-approved restructuring program to
streamline our business and to reduce costs, which resulted in a restructuring
charge of $693,000. This restructuring charge included $234,000 for severance
charges associated with the reduction in workforce (87 positions or 36% of our
the work force) and $459,000 related to estimated losses resulting from
obligations to pay rent on pre-existing space that was vacant at that time.  In
connection with the restructuring, we also recorded charges totaling
approximately $1.3 million for write-downs of leasehold improvements and other
assets. These assets were specifically identified in the restructuring program.
In April and June 2001, we implemented another restructuring program designed
to further streamline our business and reduce costs.  These restructuring
programs resulted in an additional restructuring expense of $217,000 for
severance charges associated with reductions in our United States workforce (55
positions in April and approximately 10 positions subsequent to June).  As of
September 30, 2001, $41,000 of restructuring expense remains accrued and is
expected to be paid by the end of the fourth quarter of fiscal 2001.


                                      20


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


     In June 2001, we terminated our corporate lease with Alza Corporation,
which was scheduled to expire in 2005 in order to reduce future operating
expenses.  As consideration for early termination, we surrendered our
restricted lease deposit of $1.0 million and a significant amount of our office
furniture, leasehold improvements and other assets associated with the
corporate lease (with a net book value of approximately $1.6 million) to the
landlord.   The net book value of surrendered assets associated with this event
is included in loss on lease termination in the accompanying Condensed
Consolidated Statement of Operations for the three months ended September 30,
2001.

     In June 2001, management decided to sell certain equipment. In connection
with this decision, we recognized a loss on equipment held for sale of
$550,000. Further review of equipment held for sale resulted in an additional
impairment charge of $300,000 for the three months ended September 30, 2001.
During the three months ended September 30, 2001, equipment was sold for
$36,000 resulting in a loss of $190,000. See Note 5 to the Condensed
Consolidated Financial Statements.


Amortization of Stock-based Compensation
----------------------------------------

     Amortization of stock-based compensation primarily consists of charges
incurred for employee stock options issued with exercise prices less than the
fair market value of our stock at the date of grant. Amortization of stock-
based compensation for the three and nine months ended September 30, 2001 was
$53,000 and $(118,000) or 4% and (2%) of total revenue, respectively.  A credit
of $118,000 to the income statement for the nine months ended September 30,
2001 is due to a reversal of previously recorded deferred compensation expense
related to terminated employees.  Since we had previously amortized deferred
compensation on an accelerated method as allowed under Financial Accounting
Standard Board Interpretation No. 28, a credit was recorded in the June 2001
quarter for future periods as calculated using the straight-line method for the
deferred compensation related to these terminated employees.  Amortization of
stock-based compensation for the three and nine months ended September 30, 2000
was $219,000 and $831,000 or 3% and 4% of total revenue, respectively.


Other Income and Expense, Net
-----------------------------

     Other income and expense, net, decreased to approximately $(0.4) million
and $(0.3) million for the three and nine months ended September 30, 2001,
respectively, from approximately $0.3 million and $1.2 million for the three
and nine months ended September 30, 2000, respectively.  This decrease was due
to a reduction in interest-bearing cash and investment balances.

     On July 6, 2001 we issued a convertible notes payable with detachable
warrants in return for $500,000 in cash.  The notes payable bore interest at
the stated rate of prime plus 1% and were due on September 6, 2001.  For
accounting purposes, $252,000 of the proceeds was allocated to the warrants and
$248,000 was initially recorded as notes payable with a face value of $500,000.
The notes payable were convertible at the option of the holder into $500,000
worth of common stock.  Consequently, a beneficial conversion feature of
$252,000 was inherent in the notes payable.  In accordance with EITF Issue No.
98-5, we recorded the beneficial conversation feature of $248,000 (limited to
the proceeds) as additional paid in capital.  The remaining carrying amount of
the notes payable of zero was accreted to the face value of the notes payable
of $500,000 over the term of the debt resulting in a non-cash interest charge
of $500,000 during the third quarter. For further information regarding this
impairment loss, see Note 8 to the Condensed Consolidated Financial Statements.



Provisions of Income Taxes
--------------------------

     Since the Company has incurred losses for each reporting period for both
tax and financial reporting purposes, no income tax provision has been recorded
for the three months periods ended September 30, 2001 and 2000. A provision of
$31,000 was recorded during the nine months ended September 30, 2001 for taxes
on foreign operations.


                                      21



Net Loss
--------

     For the three and nine months ended September 30, 2001, we recorded a net
loss of approximately $4.1 million and $24.7 million, or 291% and 321% of total
revenue, respectively, as compared to a net loss for the three and nine months
ended September 30, 2000 of approximately $5.6 million and $16.4 million, or
67% and 77% of total revenue, respectively.


Liquidity and Capital Resources
-------------------------------

     From our inception, we have financed our operations primarily through an
initial public offering in which we raised money and private equity placements
totaling approximately $63.8 million.  In July 2001, we raised additional
financing totaling $500,000 through a private offering of convertible debt
securities and detachable warrants, and in August 2001, we raised an additional
financing totaling $4.0 million through a private offering of common stock and
warrants.  As of September 30, 2001, we had an accumulated deficit of
approximately $77.1 million and cash and cash equivalents of approximately $1.4
million. For the three and nine months ended September 30, 2001, we recorded a
net loss of approximately $4.1 million and $24.7 million, respectively. For the
years ended December 31, 2000, 1999 and 1998, we had net losses of
approximately $29.3 million, $13.3 million and $6.2 million, respectively. The
size of our accumulated deficit, our losses since inception and our ongoing
need for capital to continue our operations raises substantial doubt as to our
ability to continue operations during the year 2001.

     On July 6, 2001, we received from three lenders a $500,000 loan at an
interest rate of prime plus 1%, payable on or before September 6, 2001.  In
connection with the loan, we issued warrants to purchase a total of 1,250,000
shares of common stock. The warrants are each immediately exercisable at a
price of $0.40 per share.   The loan was convertible into common stock at the
option of the lenders at the lower of either the average price at the time of
the loan or the average price at the time of the conversion or, if Viador and
the lenders mutually agreed, at the price we sold any equity securities to a
third party during the term of the loan. The lenders elected not to convert and
the full loan principal of $500,000 and accrued interest of $7,267 was repaid
to the three lenders on September 16, 2001, September 24, 2001 and October 5,
2001.

     On August 13, 2001, we received from three investors $4.0 million in
exchange for 14,814,814 shares of common stock.  In connection with this
investment, the Company issued warrants to purchase a total of 2,962,962 shares
of common stock; the warrants are generally exercisable after February 12, 2002
at a price of $0.27 per share.  There was a commission payable on the
transaction to a third-party finder for $240,000. We incurred a commission
related to the transaction to a third-party finder in the amount of $240,000.

     We are currently attempting to raise additional financing to fund our
operations.  There can be no assurance that we will be successful in our
efforts to reduce expenses or to obtain additional financing.  Failure to
reduce expenses and/or to obtain additional financing will result in a material
adverse effect on our ability to meet our business objectives and continue as a
going concern. Based on our assumptions, which we believe are reasonable, we
believe we may have sufficient cash to reach profitability provided that we
meet the revenue and expense goals contained in our business plan.

     Net cash used in operating activities for the nine months ended September
30, 2001 and 2000 was approximately $12.1 million and $13.5 million,
respectively. The net use of cash for the nine months ended September 30, 2001
resulted primarily from our net loss of $24.7 million and a $3.0 million
decrease in accounts payable, accrued liabilities and accrued vacation and a
$2.0 million decrease in deferred revenue, which were partially offset by a
$5.8 million decrease in accounts receivable, non-cash charges of $2.6 million
in loss on lease, $2.0 million in accrued impairment loss and $1.1 million in
depreciation and amortization.  Net cash used in investing activities for the
nine months ended September 30, 2001 and 2000 was approximately $0.2 million
and $28.2 million, respectively. Net cash used in financing activities for the
nine months ended September 30, 2001 was approximately $2.2 million and
resulted primarily from the $5.0 million repayment of a bank line of credit and
a $1.0 million note payable from a business acquisition.

     Deferred revenue primarily consists of the unrecognized portion of license
and service revenues received pursuant to subscription and support contracts,
consulting and prepaid license royalties.  Deferred revenue was approximately
$2.6 million as of September 30, 2001 and $4.7 million as of December 31, 2000.

     Our services consist of maintenance, support, consulting and
implementation.  Service revenue represented 61% and 46% of total revenue for
the three and nine months ended September 30, 2001, respectively, as compared
to 24% and 25%


                                      22


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


of total revenue for the three and nine months ended September 30, 2000,
respectively.  We anticipate that service revenue will continue to represent a
significant percentage of total revenue. This increase in percentage is due to
decreases in overall revenues coupled with the Company's continuing ability to
sell through distribution partners and work with existing licensee customers.

     We believe our cash reserves may be insufficient to fund our ongoing
operations through fiscal 2001 or through the next twelve months.  Although we
have received some equity and debt financing, efforts are underway to secure
additional financing to enable us to meet our obligations, as execution of our
business plan may require additional capital to fund. There is currently no
agreement in place with any source of financing and there can be no assurance
that we will be able to raise additional funds or that such funds will be
available on acceptable terms. Funds raised through future equity financing
will likely be substantially dilutive to our current shareholders.  Lack of
additional funds will materially affect us and our business and may cause us to
cease operations.  Consequently, shareholders could incur a loss of their
entire investment in Viador.

     Customer orders during a particular quarter typically vary considerably in
size, from as low as several thousand dollars to over $300,000.  Two customers
accounted for more than 10% of quarterly recognized revenue for the quarter
ended September 30, 2001.  Because of the large size of some individual
customer orders relative to total orders during a quarter, our revenue may
fluctuate significantly from one quarter to the next.  If a customer who places
a large order cancels or reduces the order, or if we are unable to fulfill the
order in a timely fashion or are otherwise unable to recognize revenue for the
order in the quarter in which it is anticipated, it could result in increased
volatility in our revenue and stock price.

     Our liquidity and capital requirements depend on numerous factors
discussed under the section entitled "Risk Factors" beginning on page 24.
Factors such as the ability to obtain additional financing to continue
operations, expand our customer base, the level of investment in our business,
the level of expenditures for marketing and sales, the level of investment in
distribution, customer service and other capabilities would also increase our
liquidity requirements.  The timing and amount of these capital requirements
cannot be accurately predicted.

     Our financial statements were prepared on the assumption that we will
continue as a going concern.  The report of our independent accountants for the
year ended December 31, 2000 acknowledges that we have incurred losses in each
of the last three fiscal years and that we will require additional funding to
sustain our operations.  These conditions cause substantial doubt as to our
ability to continue as a going concern.  Our financial statements included
herein do not include any adjustments that might result should we be unable to
continue as a going concern.

     If we raise additional funds by issuing equity or convertible debt
securities, the percentage ownership of our stockholders will be diluted.
Furthermore, any new securities could have rights, preferences and privileges
senior to those of our common stock.  Lack of additional funds will materially
adversely affect us and our business and may cause us to sell assets or to
cease operations.  Consequently, our stockholders could incur a loss of their
entire investment in us.


                                      23


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


              RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

                       Risks Related to Viador

We may seek protection, or be the subject of involuntary proceedings, under the
-------------------------------------------------------------------------------
Federal Bankruptcy Code.
-----------------------

     We may seek protection under Chapter 11 of the Federal Bankruptcy Code.
Additionally, we are subject to the risk that creditors may seek to commence
involuntary bankruptcy proceedings against us.  If we file for Chapter 11
protection, or if involuntary proceedings are commenced against us, by our
creditors, our creditors or other parties in interest may be permitted to
propose their own plan, and we could be unsuccessful in having a plan of
reorganization confirmed which is acceptable to the requisite number of
creditors and holders entitled to vote on such a plan.  This could lead to our
inability  to emerge from Chapter 11.  Moreover, once bankruptcy proceedings
are commenced, either by the filing of a voluntary petition or if an
involuntary petition is filed against us, our creditors could seek our
liquidation.  If a plan were consummated or if we were liquidated, it would
almost certainly result in our creditors receiving less than 100% of the face
value of their claims, and in the claims of our equity holders being cancelled
in whole.  In addition, during any bankruptcy or similar proceeding, we would
need court approval to take any actions out of the ordinary course, which would
result in our inability to manage the normal operations of the company and
which would cause us to incur additional costs associated with the bankruptcy
process.

We cannot predict whether we will be successful because we have a short
-----------------------------------------------------------------------
operating and sales history.
---------------------------

     We were founded in 1995, and began offering software products in the third
quarter of 1996. Our primary product, the Viador E-Portal, was first shipped in
the first quarter of 1999. We introduced Viador Portlets in the second quarter
of 2000 and Viador E-Portal Express in the fourth quarter of 2000.

     We have made significant investments in our sales and marketing programs,
personnel recruitment, product development and infrastructure and have
experienced significant losses on a quarterly and annual basis in the past. You
must consider us and our prospects in light of the risks and difficulties
encountered by companies in the early stage of development, particularly
companies in new and rapidly evolving markets. The revenue and income potential
of our business and market is unproven, and our limited operating history makes
it difficult to evaluate us and our prospects.

     Our ability to address these risks depends on a number of factors, which
include our ability to:


     o provide software that is reliable, cost-effective and able to
       accommodate significant increases in the number of users and amount of
       information;

     o market the Viador E-Portal, our other products and the Viador brand name
       effectively;

     o continue to grow our infrastructure to accommodate new developments in
       the enterprise information portal software market and increased sales;

     o retain and motivate qualified personnel; and

     o respond to competition.

     We may not be successful in meeting these challenges and addressing these
risks and uncertainties. If we are unable to do so, our business will not be
successful and your investment in our capital stock will decline in value.

We may not be able to continue operating if we cannot raise additional
----------------------------------------------------------------------
financing.
---------

     Our independent certified public accountants have included an explanatory
paragraph in their audit report for the year ended December 31, 2000 with
respect to our financial statements raising a substantial doubt with respect to
our ability to continue as a going concern. Any significant increase in planned
capital expenditures or other costs or any decrease in or elimination of
anticipated sources of revenue could cause us to restrict our business and
product development efforts or to continue to deplete our available cash.  We
are attempting to find additional funding to finance our operations. Additional
funding alternatives may not be available to us within the necessary timeframe,
on favorable terms or at all.  If we do not realize significant additional
revenue or raise additional debt or equity financing, we may be unable to
execute our business


                                      24


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


development efforts, and we may be unable to continue as a going concern or we
may have to sell assets.  The factors leading to and the existence of the
explanatory paragraph in the audit report will have a material adverse effect
on our ability to obtain additional financing.


Failure to raise additional capital will have a material adverse effect on our
------------------------------------------------------------------------------
ability to operate as a going concern.
-------------------------------------

     We may require additional financing to fund the continuation and growth of
our operations, which involves funding for our working capital requirements. We
believe we may have insufficient capital to fund our operations through the
next 12 months. We are actively seeking financing our current capital needs
through the sale of additional equity. However, the significant contraction in
the capital markets, particularly in the technology sector, combined with our
early stage of commercial operations has made it difficult to raise additional
capital. If the Company does not obtain additional cash funding, the carrying
amounts of certain assets, including property, equipment and capitalized
software development costs may not be recovered.

     Additional future equity or debt financing may not be available to us on
favorable terms or at all.  Future borrowing instruments such as credit
facilities and lease agreements are also likely to contain restrictive
covenants and will likely require us to pledge assets as security for
borrowings under those future arrangements.  Failure to raise sufficient
additional capital would have a material adverse effect on our ability to
operate as a going concern or to achieve our business objectives. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" on page 22.

Our cost-cutting efforts may harm our business.
----------------------------------------------

     Our management is implementing plans designed to reduce our cash
requirements through a combination of reductions in components of working
capital, equipment purchases and operating expenditures, including a
significant reduction in force.  However, there can be no assurance that we
will be able to successfully implement these plans or that we will be able to
do so without a material adverse effect on our business, financial condition or
results of operations.

As a result of questions concerning our status as a going concern, our
----------------------------------------------------------------------
customers and vendors may decide not to do business with us.
-----------------------------------------------------------

     Due to concerns regarding our ability to continue operations, customers
and vendors may decide not to conduct business with us, or may conduct business
with us on terms that are less favorable than those customarily extended by
them.  Additionally, we are currently experiencing some resistance in the
marketplace and we believe that one of the several factors for this resistance
is related to concerns regarding our ability to continue our business as a
going concern.  In any event, if customers and vendors decide not to conduct
business with us, our net sales would further decrease, and our business will
suffer significantly.

Our business currently depends on revenue related to the Viador E-Portal, and
-----------------------------------------------------------------------------
it is uncertain whether the market will increasingly accept this product.
------------------------------------------------------------------------

     We generate most of our revenue from licenses and services related to the
products comprising the Viador E-Portal. We expect that these products, and
future upgraded versions of these products, will continue to account for a
large portion of our revenue for the foreseeable future. Our future financial
performance will depend on increasing acceptance of our current products and on
the successful development, introduction and customer acceptance of new and
enhanced versions of our products. Our business could be harmed if we fail to
deliver the enhancements to our products that customers want.

     The market for enterprise information portal software is still in its
infancy as an emerging technology and there can be no assurance that customers
will adopt our products. Accordingly, we cannot accurately estimate the
potential demand for our products and services. We believe that market
acceptance of our products and services depends principally on our ability to:

     o effectively market the Viador E-Portal, our other products and our
       services;

     o retain a sufficient number of qualified sales and marketing personnel;

     o provide high-quality and reliable customer support for our products;


                                      25


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


     o distribute and price our products and services in a manner that is more
       appealing to customers than that of our competitors;

     o develop for Viador a favorable reputation among our customers, potential
       customers and participants in the software industry; and

     o withstand downturns in general economic conditions or conditions that
       would slow corporate spending on software products.


     Some of the foregoing factors are beyond our control. If our customer base
does not expand, we may never become profitable and our stock price will likely
decline.

     Our services consist of maintenance, support, consulting and training.
Service revenue represented 46%, 28% and 39% of total revenue for 2001, 2000,
and 1999, respectively.  We anticipate that service revenue will fluctuate as a
percentage of total revenue. If service revenue is less than anticipated, our
fixed costs of providing services will exceed our service revenue and our
operating results could be materially adversely affected.

Continuing uncertainty of the U.S. economy, which has spread to Europe and
--------------------------------------------------------------------------
Asia, may have serious implications for the growth and stability of our
-----------------------------------------------------------------------
business and may negatively affect our stock price.
---------------------------------------------------

     The revenue growth and profitability of our business depends significantly
on the overall demand for software products, particularly in the product
segments in which we compete. Softening demand for these products caused by
ongoing economic uncertainty may result in decreased revenues or earnings
levels or growth rates. The U.S. economy has weakened and market conditions
continue to be challenging. This weakening has resulted in individuals and
companies delaying or reducing expenditures.  Further delays or reductions in
spending could have a material adverse effect on demand for our services, and
consequently on our business, operating results, financial condition, prospects
and stock price.


We have a history of losses and may not be able to achieve profitability in the
-------------------------------------------------------------------------------
future.
------

     Since our inception, we have experienced recurring operating losses,
negative cash flows from operations and net losses in each quarterly and annual
period. As of September 30, 2001, we had an accumulated net deficit of
approximately $77.1 million. Revenue from our software and related services may
not be sufficient to make us profitable in the future. If we do achieve
profitability, we cannot be certain that we can sustain or increase
profitability on a quarterly or annual basis, particularly to the extent that
we face a weak economic environment and significant competition.

If we do not expand our customer base, we may never become profitable and our
-----------------------------------------------------------------------------
stock price will likely decline.
-------------------------------

     The market for enterprise information portal software is newly emerging
and there can be no assurance that customers will adopt our products.
Accordingly, we cannot accurately estimate the potential demand for our
products and services. We believe that market acceptance of our products and
services principally depends on our ability to:

     o retain a sufficient number of qualified sales and marketing personnel;

     o effectively market the Viador E-Portal, our other products and our
       services;

     o distribute and price our products and services in a manner that is more
       appealing to customers than that of our competitors;

     o develop a favorable reputation for Viador among our customers, potential
       customers and participants in the software industry; and

     o withstand downturns in general economic conditions or conditions that
       would slow corporate spending on software products.

     Some of the foregoing factors are beyond our control. If our customer base
does not expand, we may never become profitable and our stock price will likely
decline.


We were unable to maintain our listing on The Nasdaq National Market.
---------------------------------------------------------------------

      On July 3, 2001, we received a letter from Nasdaq indicating Viador has
failed to comply with the minimum bid price required for continued listing as
set forth in marketplace rule 4450 (a) (5) and that its securities were,
therefore, subject to


                                      26


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


delisting from Nasdaq. We requested a hearing before a Nasdaq Listing
Qualifications Panel to review this determination.  On August 15, 2001, Nasdaq
notified the Company of additional deficiencies including net tangible assets
and shareholders' equity, market capitalization, total assets, total revenues,
and audit committee composition requirements. Despite the Company's attempts to
remedy these deficiencies, on October 30, 2001 the Company was notified by
Nasdaq that the Company's securities would be delisted from the Nasdaq Stock
Market effective with the opening of business on October 31, 2001. The
delisting occurred on October 31, 2001 and the Company's shares of common stock
are now traded on the OTC Bulletin Board.

Our operating results in one or more future periods may fluctuate significantly
-------------------------------------------------------------------------------
and may fail to meet or exceed the expectations of securities analysts or
-------------------------------------------------------------------------
investors, causing our stock price to fall.
------------------------------------------

     We may experience significant fluctuations in our future results of
operations due to a variety of factors, many of which are outside of our
control, including:

     o demand for and market acceptance of our products and services;

     o our expansion into international markets;

     o introduction of products and services or enhancements by us and our
       competitors;

     o competitive factors that affect our pricing;

     o the mix of products and services we sell;

     o the size and timing of customer orders, particularly large orders, some
       of which represent more than 10% of total revenue during a particular
       quarter;

     o retention of key personnel;

     o conditions specific to the enterprise information portal market and
       other general economic factors;

     o changes in generally accepted accounting policies, especially those
       related to the recognition of software revenue; and

     o new government legislation or regulation.

     We typically receive 50% to 70% of our orders in the last month of each
fiscal quarter because our customers often delay purchases of products until
the end of the quarter and our sales organization and our individual sales
representatives strive to meet quarterly sales targets. Because a substantial
portion of our costs are relatively fixed and based on anticipated revenue, a
failure to book an expected order in a given quarter will likely not be offset
by a corresponding reduction in costs and, therefore, could adversely affect
our operating results for that quarter. Due to these factors, we believe that
period-to-period comparisons of our operating results are not necessarily
meaningful and cannot be relied upon as indicators of future performance. In
future periods, our operating results may be below the expectations of public
market analysts and investors. In this event, the price of our common stock may
fall significantly.

Because our customers' orders vary substantially in size, our quarterly
-----------------------------------------------------------------------
operating results are difficult to forecast and may fluctuate.
-------------------------------------------------------------

     Customer orders during a particular quarter typically vary considerably in
size, from as low as several thousand dollars to over one million dollars.
Because of the large size of some individual customer orders relative to total
orders during a quarter, our revenue may fluctuate significantly from one
quarter to the next. If a customer who places a large order cancels or reduces
the order, or if we are unable to fulfill the order in a timely fashion or are
otherwise unable to recognize revenue for the order in the quarter in which it
is anticipated, it could result in increased volatility in our revenue and
stock price.

Since our sales cycle is long, unpredictable and subject to seasonal
--------------------------------------------------------------------
fluctuations, it is difficult to accurately forecast our revenue; if we fail to
-------------------------------------------------------------------------------
achieve our forecasted revenue, our operating results will suffer and our stock
-------------------------------------------------------------------------------
price may decline.
-----------------

     The typical sales cycle of our products is long and unpredictable and
requires both a significant capital investment decision by our customers and
our education of potential customers regarding the use and benefits of our
products. Our

                                      27


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


sales cycle is generally between three and nine months. A successful sales
cycle typically includes presentations to both business and technical decision
makers. The implementation of our products involves a significant commitment of
resources by prospective customers. Accordingly, a purchase decision for a
potential customer typically requires the approval of several senior decision
makers. Our sales cycle is also affected by the business conditions of each
prospective customer. Due to the relative importance of many of our individual
product sales, a lost or delayed sale could adversely affect our quarterly
operating results. Our sales cycle is also affected by seasonal fluctuations as
a result of our customers' fiscal year budgeting cycles and slow summer
purchasing patterns overseas. Also, we expect revenue to be higher in the
fourth quarter than in other quarters of the year since many customers strive
to spend unused budgeted dollars before the end of the year.

If our software contains errors, we may lose customers or experience reduced
----------------------------------------------------------------------------
market acceptance of our products.
----------------------------------

     Our software products are inherently complex and may contain defects and
errors that are detected only when the products are in use. In addition, some
of our customers require or may require enhanced customization of our software
for their specific needs, and these modifications may increase the likelihood
of undetected defects or errors. Further, we often render implementation,
consulting and other technical services, the performance of which typically
involves working with sophisticated software, computing and networking systems,
and we could fail to meet customer expectations as a result of any defects or
errors. As a result, we may lose customers, customers may fail to implement our
products more broadly within their organization and we may experience reduced
market acceptance of our products. Our products are designed to facilitate the
secure transmission of sensitive business information to specified parties
outside the business over the Internet. As a result, the reputation of our
software products for providing good security is vital to their acceptance by
customers. Our products may be vulnerable to break-ins, theft or other improper
activity that could jeopardize the security of information for which we are
responsible. Problems caused by product defects, failure to meet project
milestones for services or security breaches could result in loss of or delay
in revenue, loss of market share, failure to achieve market acceptance,
diversion of research and development resources, harm to our reputation,
increased insurance costs or increased service and warranty costs. To address
these problems, we may need to expend significant capital resources that may
not have been budgeted.

Product liability claims could harm our business.
------------------------------------------------

     Our license agreements with customers typically contain provisions
designed to limit our exposure to potential product liability claims. All
domestic and international jurisdictions may not enforce these limitations.
Although we have not experienced any product liability claims to date, we may
encounter this type of claim in the future. Product liability claims brought
against us, whether or not successful, could divert the attention of our
management and key personnel and could be expensive to defend.
We may be unable to maintain or grow our international operations, which could
slow or undermine our overall growth.

     During the three months ended September 30, 2001 and 2000, we derived 48%
and 15%, respectively, of our total revenue from sales outside the United
States. During the nine months ended September 30, 2001 and 2000, we derived
42% and 13%, respectively, of our total revenue from sales outside the United
States. During the three and nine months ended September 30, 2001 and 2000, we
derived our international revenue primarily from sales in Canada, Europe and
Asia Pacific. We intend to expand our international operations and anticipate
that in the foreseeable future a significant portion of our revenue may be
derived from sources outside the United States. If we are unable to maintain or
grow our international operations, it could slow or undermine our overall
growth.

     We have not identified any material risk associated with doing business in
Canada, other than risk associated with foreign currency fluctuations. In
Japan, we have an exclusive distribution relationship with Mitsui. We are
currently working on renewing the terms of distributorship.  To the extent we
are unable to favorably renew our distribution agreement or make alternative
arrangements, we may have decreased revenue in Japan. We also face country-
specific risks in Europe and Asia pacific region (the region), such as
fluctuation in currency, general economic conditions in the region and
regulatory uncertainties associated with being a foreign company doing business
in the region.

     We also have committed additional resources to customizing our products
for selected international markets, including German, French and Spanish-
speaking markets, among others, and in developing international sales and
support organizations. In addition, even if we successfully expand our
international operations and successfully customize our


                                      28


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


products, there can be no assurance that we will be able to maintain or
increase international market demand for our products.

     Our international operations are subject to a number of risks, including:

     o costs of customizing our products for foreign countries;

     o protectionist laws and business practices favoring local competition;

     o dependence on the performance of local resellers and other strategic
       partners;

     o adoption of general Internet technologies in each international market;

     o compliance with multiple, conflicting and changing governmental laws and
       regulations;

     o longer sales and payment cycles;

     o import and export restrictions and tariffs;

     o difficulties in staffing and managing international operations;

     o greater difficulty or delay in accounts receivable collection;

     o foreign currency exchange rate fluctuations;

     o multiple and conflicting tax laws and regulations; and

     o political and economic instability.

If our plan to sell the Viador E-Portal directly to customers is not
--------------------------------------------------------------------
successful, we may not be able to grow our revenue and our stock price may
--------------------------------------------------------------------------
suffer.
------

     We sell our products primarily through our domestic direct sales
organization and we support our customers with our technical and customer
support staff in several field offices. Our ability to achieve revenue growth
in the future will depend on our ability to recruit and train sufficient
technical, customer and direct sales personnel. We have in the past and may in
the future experience difficulty in recruiting qualified sales, technical and
support personnel. Our inability to rapidly and effectively expand our direct
sales force and our technical and support staff could reduce or eliminate our
growth and cause our stock price to fall.

We depend on technology licensed from third parties and, if we do not maintain
------------------------------------------------------------------------------
those license arrangements, this could result in delays in shipping our
-----------------------------------------------------------------------
products and services, which could harm our business.
----------------------------------------------------

     We license our search engine technology, which is integrated into the
Viador E-Portal, from Inktomi. This technology provides users of our products
with the ability to search and classify information. We also license JRUN, a
Java servlet engine from Macromedia, which is necessary for users to access the
Viador E-Portal.  This software may not continue to be available on
commercially reasonable terms, or at all. Our loss of or inability to maintain
either of these technology licenses could result in delays in the sale of our
products and services until equivalent technology, if available, is identified,
licensed and integrated, which could harm our business.

If we do not manage the recent reduction in our workforce, it could have a
--------------------------------------------------------------------------
material adverse effect on our business.
---------------------------------------

     On January 5, 2001, we reduced our workforce in the United States by 87
positions, or 36% of our workforce in the United States, and aggressively cut
costs. On April 6, 2001, we further reduced our workforce by 55 people, or 37%
of our workforce. On June 29, 2001, we announced another workforce reduction of
approximately 10 people or 14% of the workforce to further reduce costs.  On
September 17, 2001, we had further reduced our workforce in the United States
by 21 positions, or 36% of our workforce in the United States. At October 31,
2001, our workforce totaled 39 employees. It is possible that we will have
further workforce and cost reductions in the future.

     Any failure to manage the impact of the workforce reduction on our product
development schedules, our ability to retain remaining personnel, or our
ability to recruit new employees in the future could have a material adverse
effect on our business, operating results and financial condition.


                                      29


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


If we are unable to motivate and retain our personnel, it could have a
----------------------------------------------------------------------
material, adverse effect on our business.
----------------------------------------

     Our success depends in large part on our ability to motivate and retain
highly skilled employees on a timely basis.  Our workforce reductions and any
future workforce reduction could result in some disruption in our ongoing
operations and harm our efforts to motivate existing employees.  Our failure to
retain highly skilled personnel may limit the rate at which we generate revenue
and develop new products or product enhancements.  This could have a material
adverse effect on our business, operating results and financial condition.

We have appointed a new president and chief financial officer, and the
----------------------------------------------------------------------
integration of these officers may interfere with our operations.
----------------------------------------------------------------

     On August 13, 2001, we announced the appointment of Stan Wang as president
of the Company. In October 2001, we announced the appointment of Nate Cammack
as our new chief financial officer. On October 8, 2001, Tek-min Gan joined the
Company as senior director of United States sales.  The transitions of Messrs.
Wang, Cammack and Tek-min have resulted and will continue to result in
disruption to our ongoing operations, and these transitions may materially harm
the way that the market perceives our company and the price of our common
stock.

Loss of any of our executive officers could harm our business.
-------------------------------------------------------------

     Our future success depends to a significant degree on the skills,
experience and efforts of our senior management. In particular, we depend upon
the continued services of Messrs. Wang, Cammack and Tek-min.  The loss of the
services of Messrs. Wang, Cammack and Tek-min or any of our executive officers
could harm our business and operations. In addition, we have not obtained life
insurance benefiting us on any of our employees or entered into employment
agreements with our key employees. If any of our key employees left or was
seriously injured and unable to work and we were unable to find a qualified
replacement, our business could be harmed.

If we do not successfully recruit and retain skilled personnel for permanent
----------------------------------------------------------------------------
management positions, we may not be able to effectively implement our business
------------------------------------------------------------------------------
objectives.
----------

     We have experienced significant personnel changes at the senior management
level.  Recently, Dick Warmington resigned as interim president and chief
executive officer and Alice Pilch resigned as chief financial officer.    We
appointed Stan Wang president in September 2001 and Nate Cammack chief
financial officer in October 2001.  On October 1, 2001, Don Cochrane resigned
as vice president of worldwide sales and marketing.  We cannot predict how
these changes in management will affect our business. However, if we fail to
recruit and retain qualified individuals to permanently serve in these senior
management positions, our business, financial condition and results of
operations will be seriously harmed.

We may not be able to recruit and retain personnel, which would impair our
--------------------------------------------------------------------------
growth.
------

     We are highly dependent on certain members of our management and
engineering staff, including, without limitation, our chief executive officer,
our chief technology officer, our senior vice president of worldwide sales and
marketing, and our chief financial officer. The loss of one or more of these
officers might impede the achievement of our business objectives. Furthermore,
recruiting and retaining qualified financial and technical personnel is
critical to our success. If our business grows, we will also need to recruit a
significant number of management, technical and other personnel for our
business. Competition for employees in our industry is intense. We may not be
able to continue to attract and retain skilled and experienced personnel on
acceptable terms.

If we are unable to effectively protect our proprietary rights, our competitors
-------------------------------------------------------------------------------
may be able to copy important aspects of our products or product presentation,
-----------------------------------------------------------------------------
which would undermine the relative appeal of our products to customers and
--------------------------------------------------------------------------
reduce our sales.
----------------

     We believe that proprietary rights are important to our business. We
principally rely upon a combination of patent, copyright, trademark and trade
secret laws as well as contractual restrictions to protect our proprietary
technology. We have filed applications seeking U.S. patents on two inventions.
However, patents for these inventions may not issue and it is possible that
these and any other patents issued to us may be circumvented by our competitors
or otherwise may not provide significant proprietary protection or commercial
advantage to us. Similarly, our trademark, service mark and copyright rights
may not provide significant proprietary protection or commercial advantage to
us, and the measures we

                                      30


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


take to maintain the confidentiality of our trade secrets may be ineffective.
If we are unable to effectively protect our proprietary rights, our competitors
may be able to copy important aspects of our products or product message, which
would undermine the relative appeal of our products to customers and thus
reduce our sales.

If our products infringe upon the proprietary rights of others, we may be
-------------------------------------------------------------------------
forced to pay high prices to license new technology or stop selling our
-----------------------------------------------------------------------
products.
--------

     Our commercial success will also depend in part on our not infringing the
proprietary rights of others and not breaching technology licenses that cover
technology used in our products. It is uncertain whether any third-party
proprietary rights will require us to develop alternative technology or to
alter our products or processes, obtain licenses or cease certain activities.
If any licenses of that type are required, we may not be able to obtain those
licenses on commercially favorable terms, if at all. Our failure to obtain a
license to any technology that we may require to commercialize our products and
services could cause our business and prospects to suffer. Litigation, which
could result in substantial cost to us, may also be necessary to enforce any
patents issued or licensed to us or to determine the scope and validity of
third-party proprietary rights.

Class action litigation due to stock price volatility could lead to substantial
-------------------------------------------------------------------------------
costs and divert our management's attention and resources.
---------------------------------------------------------

     In the past, securities class action litigation often has been brought
against a company following periods of volatility in the market price of its
securities. Companies in the semiconductor industry and other technology
industries are particularly vulnerable to this kind of litigation due to the
high volatility of their stock prices. Accordingly, we have been the target of
securities litigation. Securities litigation could result in substantial costs
and could divert our management's attention and resources.

Our Business May be Affected by the Events of September 11, 2001.
----------------------------------------------------------------

     Our business and operating results may differ materially from our
expectations due to consequences attributable to the events that took place in
New York City and Washington D.C. on September 11, 2001.  We cannot predict the
nature or effect on our revenues or operations of any future political or
economic events and policies that may arise directly or indirectly as a result
of those events.  In addition, these events may continue to have a negative
impact on the general emotions and psychology of the marketplace, which could
cause our stock price to fluctuate.

                        Risks Related To Our Industry

The markets in which we compete are highly competitive, and we may not be able
------------------------------------------------------------------------------
to compete effectively.
----------------------

     The market for our products is intensely competitive, subject to rapid
change and significantly affected by new product introductions and other market
activities of industry participants.  Our primary source of direct competition
comes from independent software vendors of corporate portal software.  We also
compete with business intelligence software vendors, large application software
vendors, and application server vendors providing a portal add-on.  Business
intelligence software is installed on a personal computer and permits the
analysis of information in databases.  We also face indirect competition from
potential customers' internal development efforts.  We cannot assure that we
will be able to successfully compete against current and future competitors, or
that competitive pressures we face will not materially adversely affect our
business, prospects, operating results and financial condition.
If we fail to manage technological change or effectively respond to changes in
customer needs, demand for our products and services will drop and our business
will suffer.

     The market for enterprise information portals is still in an early stage
of development and is characterized by rapidly changing technology, evolving
industry standards, frequent new service and product introductions and changes
in customer demands. Our future success will depend to a substantial degree on
our ability to offer products and services that incorporate leading technology
and respond to technological advances and emerging industry standards and
practices on a timely and cost-effective basis. You should be aware that:

     o our technology or systems may become obsolete upon the introduction of
       alternative technologies;


                                      31


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


     o the technological life cycles of our products are difficult to estimate;

     o we may not have sufficient resources to develop or acquire new
       technologies or to introduce new services capable of competing with
       future technologies or service offerings; and

     o the price of the products and services we provide may decline as rapidly
       as, or more rapidly than, the cost of any competitive alternatives.

     We may not be able to effectively respond to the technological
requirements of the changing market for enterprise information portals. To the
extent we determine that new technologies and equipment are required to remain
competitive, the development, acquisition and implementation of those
technologies and equipment are likely to continue to require significant
capital investment by us. We may not have sufficient capital for this purpose
in the future, and even if it is available, investments in new technologies may
not result in commercially viable technological processes and there may not be
commercial applications for those technologies. If we do not develop and
introduce new products and services and achieve market acceptance in a timely
manner, demand for our products and services will drop and our business will
suffer.

Our business and prospects will suffer if we are unable to adequately respond
-----------------------------------------------------------------------------
to customer demands.
-------------------

     We expect that our customers increasingly will demand additional
information and reports with respect to the services we provide. In addition,
if we are successful in implementing our marketing strategy, we also expect the
demands on our technical support resources to grow rapidly, and we may
experience difficulties in responding to customer demand for our services and
providing technical support in accordance with our customers' expectations. We
expect that these demands will require not only the addition of new management
personnel, but also the development of additional expertise by existing
management personnel and the establishment of long-term relationships with
third-party service vendors. We may not be able to keep pace with any growth,
successfully implement and maintain our operational and financial systems or
successfully obtain, integrate and utilize the employees, facilities, third-
party vendors and equipment, or management, operational and financial resources
necessary to manage a business in our evolving and increasingly competitive
industry. If we are unable to address these customer demands, our business and
prospects will suffer.

Our future success will depend upon the ability of our products to work with a
------------------------------------------------------------------------------
large variety of hardware, software, database and networking systems.
--------------------------------------------------------------------

     We currently serve, and intend to continue to serve, a customer base with
a wide variety of hardware, software, database and networking systems. To gain
broad market acceptance, we believe that we may have to support an increased
number of systems in the future. We currently develop our products on Microsoft
Windows NT and Solaris.  Therefore, we experience a delay when we adapt our
products to be installed on other major servers. A delay in any rollout of our
product onto a new system could adversely affect our revenues and operating
results. There can be no assurance that we will adequately expand our data
source and system coverage to service potential customers, or that the
expansion will be sufficiently rapid to meet or exceed the system and data
source coverage of our competitors. The success of our products will depend on
various factors, including the ability of our products to integrate and be
compatible with customer systems, particularly hardware systems, operating
systems and data sources, as well as or better than competitive offerings. The
success of our products will also depend on the ability of our existing
products to work well with one another, with new products we are developing and
with new software being developed by third parties. We cannot assure you that
we will successfully develop and market product enhancements or new products
that respond to these technological changes, shifting customer tastes or
evolving industry standards, or that we will not experience difficulties that
could delay or prevent the successful development, introduction and marketing
of these products. If we are unable to develop and introduce new products or
enhancements of existing products in a timely manner or if we experience delays
in the commencement of commercial shipments of new products and enhancements,
our business will suffer.

If our stock price is volatile or decreases significantly, you may not be able
------------------------------------------------------------------------------
to sell your stock at a favorable price at any given time or ever.
-----------------------------------------------------------------

     Stock prices and trading volumes for many Internet-related companies
fluctuate widely for a number of reasons, including some reasons which may be
unrelated to their businesses or results of operations. This market volatility,
as well as general domestic or international economic, market and political
conditions, could materially adversely affect the price of our common stock
without regard to our operating performance. In addition, our operating results
may not meet the expectations of public market analysts and investors. If this
were to occur, the market price of our common stock would likely decrease
significantly. Volatility in our stock price may prevent you from selling our
stock at a favorable price at any


                                      32


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS - (Continued)


given time or knowing the appropriate time to sell our stock. If our stock
price drops, it is possible that you may never be able to sell our stock at a
favorable price.

Our officers, directors and affiliates may be able to control all matters
-------------------------------------------------------------------------
submitted for stockholder approval, and you will be subject to their decisions.
-------------------------------------------------------------------------------

     Some of our stockholders own a large enough stake in us to have a
significant influence on the matters presented to stockholders. As a result,
these stockholders may be able to control all matters requiring stockholder
approval, including the election and removal of directors, the approval of
significant corporate transactions, such as any merger, consolidation or sale
of all or substantially all of our assets, and the control of our management
and affairs. Accordingly, that concentration of ownership may delay, defer or
prevent a change in control of Viador, impede a merger, consolidation, takeover
or other business combination involving Viador or discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control
of Viador, any of which could have a material adverse effect on the market
price of our common stock.

We have certain anti-takeover defenses that could prevent an acquisition of our
-------------------------------------------------------------------------------
business that you might favor.
-----------------------------

     Provisions of our certificate of incorporation and bylaws and the
provisions of Delaware law could have the effect of delaying, deferring or
preventing an acquisition of our business. For example, our board of directors
is divided into three classes to serve staggered three-year terms, we may
authorize the issuance of up to 10,000,000 shares of "blank check" preferred
stock, our stockholders may not take actions by written consent and our
stockholders are limited in their ability to make proposals at stockholder
meetings.

Reliance on Continuous Power Supply
-----------------------------------

     California is in the midst of an energy crisis that could disrupt our
operations and increase our expenses of our California facilities.  In the
event of an acute power shortage, that is, when power reserves for the State of
California fall below certain critical levels, California has on some occasions
implemented, and may in the future continue to implement, rolling blackouts
throughout California.  We currently do not have adequate backup generators or
alternate sources of power in the event of a blackout, and our current
insurance does not provide coverage for any damages we or our customers may
suffer as a result of any interruption in our power supply.  If blackouts
interrupt our power supply, we would be temporarily unable to continue
operations at our California facilities.  Any such interruption in our ability
to continue operations at our facilities could damage our reputation, harm our
ability to retain existing customers and to obtain new customers, and could
result in lost revenue, any of which could substantially harm our business and
results of operations.


                                      33


<PAGE>


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Investment Portfolio
--------------------

     Viador places its investments in instruments that meet high credit quality
standards, as specified in Viador's investment policy guidelines; the policy
also limits the amount of credit exposure to any one issue, issuer, or type of
instrument. Our interest income is sensitive to changes in the general level of
U.S. interest rates, particularly since the majority of our cash or cash
equivalents are in short-term money market accounts. Due to the short-term
nature of our investments, we believe that there is no material risk exposure.
As of September 30, 2001, our cash invested in money market accounts had a
weighted average interest rate of 2%. The fair value of our cash invested in
money market accounts approximates the book value as of September 30, 2001 and
December 31, 2000 of $1.4 million, and $16.0 million, respectively. We have
limited exposure to financial market risks, including changes in interest
rates. The fair value of our investment portfolio and the related income would
not be significantly impacted by a 10% increase or decrease in interest rates
due mainly to the short-term nature of our investment portfolio.

Impact of Foreign Currency Exchange Rate Change
-----------------------------------------------

     We develop products in the United States and market our products in North
America, Europe and the Asia-Pacific region. As a result, our financial results
could be affected by factors such as changes in foreign currency exchange rates
or weak economic conditions in foreign markets.  No foreign currency
derivatives were purchased or written during the three months ended September
30, 2001.


                                      34

<PAGE>

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.
          ------------------

     On November 13, 2001 a press release announced that The Plaintiffs'
Executive Committee in In re: Initial Public Offering Securities Litigation, 21
MC 92 (SAS) had filed a class action law suit on November 13, 2001, on behalf
of purchasers of the securities of Viador, Inc. between October 25, 1999 and
December 6, 2000, inclusive. As of this date, the Company has not been served
with legal process with respect to this action, and therefore has no comment
regarding whether the action has merit.


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.
          ------------------------------------------

     (a) Modification to Instruments Defining the Rights of Common
Stockholders.

     None.


     (b) Material Limitations or Qualifications on Rights of Common
         ----------------------------------------------------------
Stockholders Resulting from the Issuance or Modification of Other Securities.
-----------------------------------------------------------------------------

     On July 6, 2001, we issued convertible debt securities in a private
offering.  This issuance of convertible debt securities may materially affect
the rights evidenced by the common stock since such debt securities would have
priority over the common stock in the distribution of proceeds from any sale of
our assets and any subsequent distribution.


     (c) Information Required by Item 701 of Regulation S-K.
         --------------------------------------------------

     On July 6, 2001, we raised $500,000 in financing through a private
offering of convertible debt securities, in connection with which we issued
warrants and convertible promissory notes. We issued three notes to the
individuals and in the amounts listed in the Schedule of Convertible Promissory
Notes Issued under Exhibit 10.24 in the Index to Exhibits on page 38, and three
warrants to the individuals and for the number of shares listed in the Schedule
of Warrants Issued under Exhibit 10.25 in the Index to Exhibits on page 38.

     The securities were offered and issued to certain private investors,
including Dick Warmington, who was then our chief executive officer, and is
currently a member of the Board of Directors. The offering and issuance was
exempt from registration under the Securities Act of 1933, as amended, pursuant
to section 4(2) thereof, as a transaction not involving any public offering.

     The notes each matured on September 6, 2001, on which date the outstanding
principal amount and unpaid accrued interest thereon was due and payable. Until
the maturity date, interest accrued on the outstanding principal amount at an
annual rate of one percent plus the prime rate, compounded quarterly. After the
maturity date, interest accrued at an annual rate of three percent plus the
prime rate, compounded quarterly. The notes were each convertible at the option
of the lenders into shares of our common stock at a conversion price equal to
the lower of either the average closing bid price of our common stock on Nasdaq
during the 20 days before July 6, 2001 or the average closing bid price of our
common stock on Nasdaq during the 20 days before the date of conversion.  The
lenders also had the option, but only upon our mutual agreement, to convert the
notes into equity securities we issued to any third party in any equity
financing during the term of the note at a conversion price equal to the price
per share at which the securities were sold to the third party. The notes were
in no event convertible into a number of shares that, combined with all other
shares acquired by the converting lender directly or indirectly from us or any
person acting on our behalf, such as an officer, director, substantial
shareholder or underwriter, would have exceeded 19.9% of our total issued and
outstanding shares of voting stock as of the date of conversion.  The lenders
elected not to convert and the full loan principal of $500,000 along with
accrued interest of $7,267 was repaid to the three lenders on September 16,
2001, September 24, 2001 and October 5, 2001.

     The warrants each expire on July 6, 2003 and are exercisable at any time
or from time to time, in whole or in part, for an aggregate number of 1,250,000
shares of our common stock at a price per share of $0.40.  The warrants are in
no event exercisable into a number of shares that, combined with all other
shares acquired by the converting lender directly or


                                       35

<PAGE>

indirectly from us or any person acting on our behalf, such as an officer,
director, substantial shareholder or underwriter, would exceed 19.9% of our
total issued and outstanding shares of voting stock as of the date of exercise.

     On August 13, 2001, we raised $4.0 million in financing through a private
offering of equity securities.  As consideration for the funds, we issued
14,814,814 shares of common stock and warrants to purchase a total of 2,962,962
shares of common stock.  We incurred a commission of $240,000 to a third-party
finder.

     The warrants were issued to the individuals and in the amounts listed in
the Schedule of Warrants Issued in Equity Financing under Exhibit 10.31 in the
Index of Exhibits on page 39.  The warrants each expire on February 12, 2006
and are exercisable at any time or from time to time, in whole or in part,
after February 12, 2002 at a price of $0.27 per share.

     The offering and issuance were exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, as a
transaction not involving a public offering.


     (d) Use of Proceeds.  Paragraph references herein refer to the respective
         ---------------
paragraphs of Item 701(f) of Regulation S-K.

           (1) The effective date of the registration statement for which the
               use of proceeds is being disclosed is October 25, 1999 and the
               Commission file number assigned to the registration statement is
               333-84041.

           (4) Information regarding the offering.

               (v)  Amount of expenses incurred for the Company's account:


                       Underwriting discount                    $2,898,000
                       Other expenses                           $1,270,000
                                                                ----------
                       Total expenses                           $4,168,000
                                                                ==========

              (B)  All of such total expenses were payments to others (i.e.,
                   not to directors, officers and 10% shareholders)


               (vi)  Net proceeds:   $37,232,000


               (vii) Estimated amount of net proceeds used for (in thousands):

                      Construction of plant, building
                        and facilities                          $      -
                      Purchase and installation of
                        machinery and equipment                    3,000
                      Purchases of real estate                        --
                      Acquisition of other businesses              1,000
                      Repayment of indebtedness                       --
                      Working capital                             33,232

                      Short-term investments including
                        certificates of deposit, corporate
                        bonds, federal bonds, money market
                        funds and commercial paper                    --
                                                                 -------
                            Total                                $37,232
                                                                 =======

ITEM 5.  OTHER INFORMATION.

     See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Recent Events" on page [14].


                                      36


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)     Exhibits.

                                    INDEX TO EXHIBITS

Exhibit No.                    Exhibit Description
-----------                    -------------------

 ****3.1  Amended and Restated Certificate of Incorporation

 ****3.2  Amended and Restated Bylaws

    *4.1  Reference is made to Exhibit 3.1

    *4.2  Reference is made to Exhibit 3.2

    *4.3  Specimen Common Stock certificate

    *4.4  Amended and Restated Investors' Rights Agreement, among
          the Registrant and the parties listed on Schedule A thereto,
          dated May 21, 1999

   *10.1  Form of Amended and Restated 1997 Stock Option and Incentive Plan

   *10.2  Form of 1999 Stock Incentive Plan

   *10.3  Form of 1999 Employee Stock Purchase Plan

   *10.4  Form of Indemnification Agreement for Officers and Directors

   *10.5  Assignment of Lease, by and between the Registrant and Valley of
          California, Inc., and Consent to Assignment, dated as of December 16,
          1997 and related office leases

   *10.6  Collateral Assignment, Patent Mortgage and Security Agreement, by and
          between the Registrant and Comerica Bank - California, dated March 4,
          1997

   *10.7  Revolving Credit Loan and Security Agreement, by and between the
          Registrant and Comerica Bank - California, dated March 17, 1999

   *10.8  SpaceSQL Version 4.0 License Agreement by and between the Registrant
          and IBM Corporation, dated September 18, 1998.

   *10.9  Software Marketing and Distributorship Agreement by and between the
          Registrant and Mitsui & Co. Ltd, dated June 26, 1997

  *10.10  Variable Rate Single Payment Note by and between the Registrant and
          Comerica Bank-California, dated June 29, 1999

 **10.11  Alza Corporation Sublease to Viador Inc., by and between the
          Registrant and Alza Corporation, dated January 31, 2000


                                      37

<PAGE>

 **10.12  Stock Purchase Agreement, by and among Messrs. Andreas Zwimpfer,
          David Keat, Charles Fraefel, Chula de Silva and Tim Moser and the
          Registrant, dated January 20, 2000

***10.13  Note Secured by Stock Pledge Agreement, by and between Mr. Raja
          Venkatesh and the Registrant, dated April 14, 2000

***10.14  Stock Pledge Agreement, by and between Mr. Raja Venkatesh and the
          Registrant, dated April 14, 2000

***10.15  Note Secured by Stock Pledge Agreement, by and between Mr. Raja
          Venkatesh and the Registrant, dated May 26, 2000

***10.16  Stock Pledge Agreement, by and between Mr. Raja Venkatesh and the
          Registrant, dated May 26, 2000


****10.17 Note Secured by Stock Pledge Agreement, by and between Mr. Steve
          Dille and the Registrant, dated July 13, 2000

****10.18 Stock Pledge Agreement, by and between Mr. Steve Dille and the
          Registrant, dated July 13, 2000

****10.19 Employment Agreement between Mr. Steve Dille and the Registrant dated
          November 30, 2000

****10.20 Employment Agreement by and between Mr. Johnathan Harding and the
          Registrant dated October 5, 2000

****10.21 Mutual Release Agreement by and between Viador GmbH and the
          Registrant Dated November 27, 2000

   ^10.22 Sublease Termination Agreement by and between the Registrant and
          Alza Corporation, dated May 31, 2001.

   ^10.23 Convertible Note and Warrant Purchase Agreement by and among the
          Registrant and Messrs. Dick Warmington, Zhihan Wang and Kin Lui,
          dated July 6, 2001.

   ^10.24 Form of Convertible Promissory Note issued in connection with
          Convertible Note and Warrant Purchase Agreement by and among the
          Registrant and Messrs. Dick Warmington, Zhihan Wang and Kin Lui,
          dated July 6, 2001.
            Schedule of Convertible Promissory Notes Issued:
               (a) Convertible Promissory Note for $300,000 issued to Mr.
                   Zhihan Wang;
               (b) Convertible Promissory Note for $100,000 issued to Mr. Dick
                   Warmington;
               (c) Convertible Promissory Note for $100,000 issued to Mr. Kin
                   Lui.

   ^10.25 Form of Warrant issued in connection with Convertible Note and
          Warrant Purchase Agreement by and among the Registrant and Messrs.
          Dick Warmington, Zhihan Wang and Kin Lui, dated July 6, 2001.

            Schedule of Warrants Issued:
              (a) Warrant for $750,000 issued to Mr. Zhihan Wang;
              (b) Warrant for $250,000 issued to Mr. Dick Warmington;
              (c) Warrant for $250,000 issued to Mr. Kin Lui.

   ^10.26 Convertible Promissory Note issued to Mr. Dick Warmington in
          connection with Convertible Note and Warrant Purchase Agreement by
          and among the Registrant and Mssrs. Dick Warmington, Zhihan Wang and


                                      38

<PAGE>


          Kin Lui, dated July 6, 2001.

   ^10.27 Warrant issued to Mr. Dick Warmington in connection with Convertible
          Note and Warrant Purchase Agreement by and among the Registrant and
          Messrs Dick Warmington, Zhihan Wang and Kin Lui, dated July 6, 2001.

   ^10.28 Sublease Agreement by and between the Registrant and Techspan, Inc.,
          dated July 2, 2001.

   ^10.29 Severance Agreement by and between the Registrant and Jonathan
          Harding, dated May 8, 2001.

   ^10.30 Stock Purchase Agreement by and among Registrant and Messrs.
          Hungyeung Yeung, Zhihan Wang, and Magison Investment Ltd., dated
          August 13, 2001.

   ^10.31 Form of Warrant issued in connection with Stock Purchase Agreement by
          and among Registrant, and Messrs. Hungyeung Yeung, Zhihan Wang, and
          Magison Investment Ltd., dated August 12, 2001.

            Schedule of Issued Warrants in Equity Financing
               a. Warrant to Mr. Hungyeung Yeung
               b. Warrant to Mr. Zhihan Wang
               c. Warrant to Magison Investment Ltd.

   ^10.32 Employment Agreement by and between the Registrant and Alice Pilch
          dated June 25, 2001.
---------------------------

*    Incorporated by reference to Exhibits of the Registrant's Registration
     Statement on Form S-1 (File No. 333-84041) filed on October 25, 1999.

**   Incorporated by reference to Exhibits of the Registrant's Annual Report on
     Form 10-K for the fiscal year ended December 31, 1999, filed with the
     Securities and Exchange Commission on March 30, 2000.

***  Incorporated by reference to the Registrant's Quarterly Report on Form
     10-Q, filed on August 14, 2000.

**** Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the fiscal year ended December 31, 2000, with the Securities and
     Exchange Commission dated June 30, 2001.

^    Incorporated by reference to the Registrant's Quarterly Report on Form
     10-Q, filed on August 20, 2001.


(b)  Reports on Form 8-K. The Company did not file a Current Report on Form 8-K
     -------------------
     with the Securities and Exchange Commission during the quarter ended
     September 30, 2001.


                                      39


<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 on its behalf
by the undersigned thereunto duly authorized.



                                               VIADOR INC.
                                               -----------
                                              (Registrant)




Date: November 19, 2001                      By:      /s/  STAN WANG
                                             ----------------------------
                                                      Stan Wang
                                               Chief Executive Officer
                                                 (Authorized Officer)



Date: November 19, 2001                      By:     /s/ NATE CAMMACK
                                             ----------------------------
                                                    Nate Cammack
                                             Vice President of Finance and
                                                    Administration
                                             (Principal Financial Officer
                                           and Principal Accounting Officer)



                                       40