ALLEGIANT TECHNOLOGIES INC
10QSB/A, 1997-05-16
PREPACKAGED SOFTWARE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB
                              (Amendment No. 1)     

(Mark One)

|X|      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

For the quarterly period ended   March 31, 1997

|_|      Transition report under Section 13 or 15(d) of the Exchange Act

                        For the transition period from to

Commission file number   333-07727

                           Allegiant Technologies Inc.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

         Washington                                  98-0138706
(State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

          9740 Scranton Place, Suite 350, San Diego, California, 92121
                    (Address of Principal Executive Offices)

                         (619) 587 - 0500, Extension 105
                (Issuer's Telephone Number, Including Area Code)

                     formerly Suite 300, same street address
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

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

Yes          X              No _________

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practicable  date: Common stock, par value,
$0.01 per share, 8,393,007 shares of common stock outstanding as of
April 30, 1997

         Transitional Small Business Disclosure Format (check one):

Yes  ______________          No        X


<PAGE>


ITEM 1.   FINANCIAL STATEMENTS
         (Expressed in United States Dollars)
         (Unaudited - Prepared by Management)


                                 MARCH 31, 1997


<PAGE>





ALLEGIANT TECHNOLOGIES INC.

BALANCE SHEET
(Expressed in United States Dollars)
AS OF MARCH 31

<TABLE>
<CAPTION>
                                                                                                    1996       1997

<S>                                                                                             <C>             <C>
ASSETS

Current assets:
     Cash and cash equivalents                                                             $     167,325   $     21,948
     Accounts receivable, net of allowance for doubtful accounts of
        $13,000 in 1996 and $32,892 in 1997                                                      130,418         59,001
     Inventories                                                                                  97,189        199,367
     Prepaid expenses and deposits                                                                39,668         15,387
                                                                                           -------------   ------------

     Total current assets                                                                        434,600        295,703
Deposits                                                                                          15,709         17,708
Property and equipment, net (Note 2)                                                             293,849        174,451
Intangible assets, net (Note 3)                                                                  353,038        228,442
Deferred costs                                                                                   133,582         15,000
                                                                                           -------------   ------------

     Total assets                                                                          $   1,230,778   $    731,304
                                                                                           =============   ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Debentures payable (Note 5)                                                           $        -      $    495,775
     Accounts payable                                                                            382,348        428,721
     Accrued liabilities                                                                          34,843        332,124
     Deferred revenues                                                                            51,713         27,367
     Current portion of notes payable                                                             48,058           -
                                                                                           -------------   ------------

     Total current liabilities                                                                   516,962      1,283,987
Deferred rent                                                                                     23,763         36,502
Notes payable (Note 4)                                                                              -           100,000
Debentures payable (Note 5)                                                                      479,834           -
                                                                                           -------------   ------------

     Total liabilities                                                                         1,020,559      1,420,489
                                                                                           -------------   ------------
Shareholders' equity:
     Capital stock (Note 6)
        Authorized
           50,000,000   preferred shares, par value $0.01 per share
          100,000,000   common shares, par value $0.01 per share
        Issued and outstanding
            8,393,007   common shares (1996 - 7,292,295)                                          72,923         83,930
     Additional paid-in capital                                                                2,651,898      4,062,235
     Accumulated deficit                                                                      (2,514,602)    (4,835,350)
                                                                                           -------------   ------------

        Total shareholders' equity                                                               210,219       (689,185)
                                                                                           -------------   ------------

     Total liabilities and shareholders' equity                                            $   1,230,778   $    731,304
                                                                                           =============   ============
</TABLE>
                       Unaudited - See accompanying notes.
<PAGE>


ALLEGIANT TECHNOLOGIES INC.
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
THREE MONTHS ENDED MARCH 31

<TABLE>
<CAPTION>
                                                                                                    1996        1997


<S>                                                                                              <C>            <C>
NET REVENUE                                                                                $     470,710   $    315,512

COST OF REVENUE                                                                                  100,903         87,575
                                                                                           -------------   ------------

GROSS PROFIT                                                                                     369,807        227,937
                                                                                           -------------   ------------



EXPENSES
     Sales and marketing                                                                         651,561        191,992
     Research and development                                                                    249,874        162,086
     General and administrative                                                                  248,791        239,407
     Amortization of purchase of intangibles                                                      34,899         31,149
                                                                                           -------------   ------------

     Total operating expenses                                                                  1,185,125        624,634
                                                                                           -------------   ------------


Loss from operations                                                                            (815,318)      (396,697)

     Interest income                                                                               4,132           -
     Interest expense                                                                            (19,352)          -
                                                                                           -------------   -------------

Net loss                                                                                   $    (830,538)  $   (396,697)
                                                                                           =============   =============


Loss per share                                                                             $        (0.16) $      (0.05)
                                                                                           ==============  =============


Shares used in computing per share amounts                                                     5,042,295      8,107,295
                                                                                           =============   ============
</TABLE>
                       Unaudited - See accompanying notes.


<PAGE>


ALLEGIANT TECHNOLOGIES INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
(Expressed in United States Dollars)

<TABLE>
<CAPTION>
                                                                             Additional                       Total
                                               Number                         Paid-in        Accumulated    Shareholders'
                                             of Shares        Par Value       Capital         Deficit         Equity



<S>                                           <C>          <C>             <C>             <C>              <C>        
Balances at December 31, 1994                 5,634,000    $      56,340   $   1,205,660   $    (626,698)   $   635,302

Net loss                                                                                         (42,187)       (42,187)
                                          -------------    -------------   -------------   -------------    -----------

Balances at March 31, 1995                    5,634,000           56,340       1,205,660        (668,885)       593,115

Shares issued - cash                            875,000            8,750         866,250                        875,000
               - corporate finance fee           64,545              645          63,900                         64,545
               - exercise of warrants           218,750            2,188         216,562                        218,750
               - conversion of note payable     250,000            2,500         247,500                        250,000
               - issuance of warrants                                             39,000                         39,000

Offering costs                                                                   (234,474)                     (234,474)

Net loss                                                                                      (1,015,179)    (1,015,179)
                                          -------------    -------------   -------------   -------------    -----------


Balances at December 31, 1995                 7,042,295           70,423       2,404,398      (1,684,064)       790,757

Shares issued - cash                            250,000            2,500         247,500                        250,000

Net loss                                                                                        (830,538)      (830,538)
                                          -------------    -------------   -------------   -------------    -----------

Balances at March 31, 1996                    7,292,295           72,923       2,651,898      (2,514,602)       210,219

Share issued - cash                             815,000            8,150       1,621,850                      1,630,000

Offering costs                                                                  (308,656)                      (308,656)

Net loss                                                                                      (1,924,051)    (1,924,051)
                                          -------------    -------------   -------------   -------------    -----------

Balances at December 31, 1996                 8,107,295           81,073       3,965,092      (4,438,653)      (392,488)

Shares issued cash                              285,712            2,857          97,143                        100,000

Net loss                                                                                        (396,697)      (396,697)
                                          -------------    -------------   -------------   -------------    -----------

Balances at March 31, 1997                    8,393,007    $      83,930   $   4,062,235   $  (4,835,350)   $  (689,185)
                                          =============    =============   =============   =============    ===========
</TABLE>
                       Unaudited - See accompanying notes.


<PAGE>


ALLEGIANT TECHNOLOGIES INC.
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
THREE MONTHS ENDED MARCH 31

<TABLE>
<CAPTION>
                                                                                                 1996              1997
                                                                                        -----------------  ------------

<S>                                                                                          <C>               <C>
OPERATING ACTIVITIES
     Net loss                                                                           $    (830,538)     $   (396,697)
     Adjustments to reconcile net loss to net cash
       used in operating activities
        Amortization and depreciation                                                          72,782            56,739
        Changes in operating assets and liabilities
           Accounts receivable                                                                (23,609)          (21,917)
           Inventories                                                                          2,178               836
           Prepaid expenses and deposits                                                       45,905            32,734
           Accounts payable and accrued liabilities                                           171,251            49,873
           Deferred revenues                                                                   (2,085)           (7,196)
                                                                                        -------------      ------------

     Net cash used for operating activities                                                  (564,116)         (285,628)
                                                                                        -------------      ------------


INVESTING ACTIVITIES
     Purchase of property and equipment                                                       (59,269)             -
                                                                                        -------------      ------------


FINANCING ACTIVITIES
     Proceeds from issuance of capital stock                                                  250,000           100,000
     Proceeds from notes payable                                                                 -              100,000
     Payments on notes payable                                                                (12,436)           (9,034)
     Deferred costs                                                                           (61,082)             -
     Deferred rent                                                                             (2,640)             -
                                                                                        -------------      ------------

     Net cash provided by financing activities                                                173,842           190,966
                                                                                        -------------      ------------


Decrease in cash and cash equivalents                                                        (449,543)          (94,662)


Cash and cash equivalents, beginning of period                                                616,868           116,610
                                                                                        -------------      ------------


Cash and cash equivalents, end of period                                                $     167,325      $     21,948
                                                                                        =============      ============
</TABLE>
                       Unaudited - See accompanying notes.


<PAGE>


ALLEGIANT TECHNOLOGIES INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
MARCH 31, 1997




1.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


        Nature of Operations

        Allegiant Technologies Inc. was incorporated in Washington State,
        U.S.A. on December 28, 1993 and was registered to carry on business
        in the State of California on March 23, 1994.

        The Company's  principal line of business is  developing,  marketing and
        supporting interactive multimedia development software.

        Basis of Presentation

        The accompanying  financial  statements have been prepared in conformity
        with generally  accepted  accounting  principles,  in the United States,
        which  contemplates  the continuation of the Company as a going concern.
        However,  the  Company has  sustained  substantial  operating  losses in
        recent years. In addition,  the Company has used substantial  amounts of
        working capital in its operations.  Further,  at March 31, 1997, current
        liabilities  exceed current assets by $1,088,287,  and total liabilities
        exceed total assets by $689,185.

        In view of these conditions,  additional working capital will need to be
        raised through other debt and/or equity financings;  however,  there can
        be no  assurances  that this can be  accomplished,  which may impact the
        Company's  ability  to  continue  as  a  going  concern.  The  financial
        statements  do not include any  adjustments  that might  result from the
        outcome of this uncertainty.

        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  amount of  assets  and  liabilities  and
        disclosure  of  contingent  assets  and  liabilities  at the date of the
        financial  statements  and the reported  amount of revenues and expenses
        recorded during the reporting  period.  Actual results could differ from
        those estimates.

        Inventories

        Inventories  consist  primarily of software  media,  manuals and related
        packing  materials.  Inventories  are  valued at  standard  cost,  which
        approximates  the lower of cost,  determined  on a  first-in,  first-out
        basis, or market.

        Capital Assets

        Capital assets are recorded at cost.  Depreciation  is provided over the
        estimated  useful  lives  ranging  from three to seven  years  using the
        straight-line method.

        Intangible Assets

        Intangible  assets are recorded at cost.  Amortization  is provided over
        the estimated useful lives of five years using the straight-line method.
        Management   evaluates  the  future  realization  of  intangible  assets
        quarterly and writes down any amounts that management  deems unlikely to
        be recovered  through future product sales.  To date no write downs have
        been recorded to intangible assets acquired from Aldus Corporation.

        Deferred Costs

        Deferred costs will be offset  against the proceeds of equity  financing
        or amortized over the period of debt financing.


<PAGE>


ALLEGIANT TECHNOLOGIES INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
MARCH 31, 1997




1.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (cont'd.....)


        Capitalized Software Costs

        Financial  accounting  standards  provide for  capitalization of certain
        software  development costs after technical  feasibility of the software
        is  attained.  No such  costs  were  capitalized  in 1994,  1995 or 1996
        because the impact on the financial statements would not be material.

        Revenue Recognition

        Revenue  is  derived  from  product  sales  and  licenses,   maintenance
        contracts and  consulting,  training and other  services.  Revenues from
        product sales and licenses are recognized upon shipment of the products.
        Revenue  from  software   maintenance   contracts  is  recognized  on  a
        straight-line  basis over the term of the contract,  generally one year.
        Revenue from  consulting,  training and other services are recognized in
        the period in which services are performed and earned in accordance with
        the respective agreements. To the extent that an engagement is projected
        to be completed  at a loss, a provision  for the full amount of the loss
        is provided at that time.

        The Company may enter into  agreements  whereby it licenses  products or
        provides  customers  the  right  to  multiple  copies.  Such  agreements
        generally provide for non-refundable  fixed fees which are recognized at
        delivery of the product  master or the first copy. Per copy royalties in
        excess of the fixed  minimum  amounts and  refundable  license  fees are
        recognized  as revenue when such amounts are reported to the Company and
        no longer refundable.

        The Company will sell its products  throughout the world,  however,  the
        most  significant  geographical  area is the United States.  The Company
        performs ongoing credit  evaluations of its customers and generally does
        not require  collateral  on domestic  sales.  The Company  maintains  an
        allowance  for  potential  credit  losses.  Additionally,   the  Company
        maintains  an  allowance  for  anticipated  returns on products  sold to
        distributors.

        Foreign Currency Translation

        The Company translates foreign currency  transactions and balances using
        the temporal method. Under this method,  monetary assets and liabilities
        are  translated at  period-end  rates  whereas  non-monetary  assets and
        liabilities are recorded at rates  prevailing at the transaction  dates.
        Revenue  and  expenses  are  translated  at  the  average  monthly  rate
        throughout  the period.  Currency  gains and losses are reflected in the
        results of operations for the periods and were not significant.

        Accounting for Long Lived Assets

        On  January  1,  1996,  the  Company  adopted   Statement  of  Financial
        Accounting   Standards  No.  121,   Accounting  for  the  Impairment  of
        Long-Lived  Assets and For  Long-Lived  Assets to be  Disposed  of (SFAS
        121). The adoption of SFAS 121 did not impact the financial  position or
        the results of operations of the Company in 1996.

        Stock Options

        The Company has elected to follow  Accounting  Principles  Board Opinion
        No. 25,  "Accounting for Stock Issued to Employees" (APB 25) and related
        Interpretations  in accounting for its employee stock options because as
        discussed in Note 8, alternative  fair value  accounting  provided under
        FASB  Statement  No.  123,  "Accounting  for Stock  Based  Compensation"
        (Statement  123),  requires the use of option value models that were not
        developed  for use in  valuing  employee  stock  options.  Under APB 25,
        because the  exercise  price of the  Company's  employee  stock  options
        equals the market price of the underlying stock on the date of grant, no
        compensation expense is recognized.



<PAGE>


ALLEGIANT TECHNOLOGIES INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
MARCH 31, 1997




1.      ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (cont'd.....)

        United States Generally Accepted Accounting Principles

        Accounting   under  United  States  and  Canadian   generally   accepted
        accounting  principles  is  substantially  the same with  respect to the
        accounting  principles  used by the Company in the  preparation of these
        financial statements.



2.      PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                                                    1996         1997
        <S>                                                                                      <C>            <C>
        Property and Equipment consists of:
           Furniture and fixtures                                                          $     154,240   $    154,240
           Office equipment                                                                       23,723         23,723
           Computer equipment                                                                    187,473        187,473
                                                                                           -------------   ------------

                                                                                                 365,436        365,436
        Accumulated depreciation                                                                (165,395)      (190,985)
                                                                                           -------------   ------------

                                                                                           $     200,041   $    174,451
                                                                                           =============   ============
</TABLE>


3.      INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                                                                    1996         1997
        <S>                                                                                      <C>            <C>
        Intangible assets consist of:
           Acquisition costs of SuperCard                                                  $     498,000   $    498,000
           Royalty buyout                                                                        100,000        100,000
                                                                                           -------------   ------------

                                                                                                 598,000        598,000
           Accumulated amortization                                                             (338,409)      (369,558)
                                                                                           -------------   ------------

                                                                                           $     259,591   $    228,442
                                                                                           =============   ============
</TABLE>

        Acquisition  costs  include  goodwill,  product  technology  and related
        acquisition  costs.  On February 4, 1994 the  Company  purchased  from a
        non-related  party,  the  rights  to  a  product  sold  under  the  name
        "SuperCard"  and the underlying  software  technology for cash and other
        consideration.

        Royalty buyout represents a fixed sum payment for the termination of the
        royalty interest on SuperCard sales. The buyout option was negotiated as
        part of the original acquisition of SuperCard.


<PAGE>


ALLEGIANT TECHNOLOGIES INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
MARCH 31, 1997




4.      NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                                                    1996         1997
        <S>                                                                                        <C>          <C>
        Note payable - On February  13, 1997 the Company  issued a note  payable
           (the "Note") in connection with a proposed private  placement of debt
           securities in the amount of $750,000.  To date,  the Company has been
           advanced the sum of $100,000 under the Note. The Note is secured by a
           general  charge over the assets of the Company and bears  interest at
           the First National Bank & Trust Company of Chicago prime rate plus 2%
           per annum,  which is payable  quarterly  commencing on July 15, 1997.
           Amounts advanced under the Note, together with accrued interest,  are
           due on the  earlier of the date on which the  Company  completes  any
           offering of equity securities for an amount of not less
           than $1,500,000, and February 13, 1999.                                         $        -      $    100,000

        Note payable on buyout of royalty on SuperCard  sales,  payable over two
           years in equal monthly installments commencing March 1, 1995
           with interest at 9% per annum.                                                          9,034           -

        Less: current portion                                                                      9,034           -
                                                                                           -------------   ------------

        Notes payable, net of current portion                                              $        -      $    100,000
                                                                                           =============   ============
</TABLE>

 5.     DEBENTURES PAYABLE
<TABLE>
<CAPTION>
                                                                                                    1996         1997
       <S>                                                                                      <S>           <S>
       The Company issued  debentures in the aggregate  amount of $500,000 which
           which may be  converted  into  Units of the  Issuer at a price  $1.96
           until  December  18,  1997,  at the option of the  holder.  Each Unit
           consists of one common share and one share purchase warrant entitling
           the holder to  purchase  an  additional  common  share at $1.96 until
           December 18, 1997. The debentures,  if not converted into Units,  are
           due on December 18, 1997.

       The debentures are no longer secured by a general charge over the assets
           of the Company and no longer bears interest effective
           September 20, 1996.                                                             $     500,000   $    500,000

        Less: discount                                                                            (4,225)        (4,225)
                                                                                           -------------   ------------

                                                                                                 495,775        495,775
        Less: current portion                                                                   (495,775)      (495,775)
                                                                                           -------------   ------------

        Debentures payable, net of current portion                                         $        -      $       -
                                                                                           =============   ============
</TABLE>


<PAGE>


ALLEGIANT TECHNOLOGIES INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
MARCH 31, 1997




6.      CAPITAL STOCK

        Authorized

            50,000,000   preferred  stock,  par value $0.01 per share. The Board
                         of  Directors  has the  authority  to divide the shares
                         into  one  or  more  series  and  to  determine   their
                         attributes at the time of issuance.
           100,000,000   common stock, par value $0.01 per share

        Performance shares

        Included  in  issued  and   outstanding   common  shares  are  2,000,000
        performance  shares to be  released  from escrow on the basis of 1 share
        for  every  $0.52  Cdn  of  pre-tax  cash  earned  by the  Company  on a
        cumulative basis. Of the performance shares, 675,000 shares have further
        vesting  provisions  attached  to  them  in  addition  to  the  earn-out
        provisions.  The value of these  performance  shares  will be charged to
        expense at the time of their  release from escrow.  These shares are not
        included  in  the  determination  of  loss  per  share  until  there  is
        reasonable certainty that they will be released from escrow.

        Stock options

        The  Company  established  a stock  option  plan  ("the  Plan") to grant
        options to purchase  common stock to employees,  officers,  non-employee
        directors  of the  Company  and  certain  other  individuals.  The  Plan
        authorizes the Company to issue or grant and incentive  stock options to
        purchase  up to  2,187,688  shares of its  common  stock as of March 31,
        1997.  There are 260,188  options  available  that may be granted in the
        future under the stock option plan.

        Under  the  terms of the  Plan,  incentive  options  may be  granted  to
        employees,  officers,  directors and consultants at prices not less than
        the fair market  value on the date of grant.  Options  vest over various
        terms not  exceeding  four years and expire  five years from the date of
        grant.

        At March  31,  1997,  there  are  1,927,500  options  outstanding  at an
        exercise price of $0.75 per share expiring from periods ranging from May
        24, 2000 to November 26, 2001

        As of March  31,  1997,  the  Company  has  outstanding  share  purchase
        warrants  entitling  the holders to  purchase a total of 727,235  common
        shares of the Company as follows:
<TABLE>
<CAPTION>
                           Number                 Exercise
                        of Shares                 Price                                  Expiry Date
                           <S>               <C>                                      <C>
                             88,235         $            1.96                         December 18, 1997

                            150,000         Cdn          3.15 to April 25, 1997

                                            Cdn          3.62 from April 26, 1997
                                                                 to April 25, 1998    April 25, 1998

                            489,000                      2.30                         April 26, 1998
                      -------------

                            727,235
                      =============

</TABLE>

<PAGE>


ALLEGIANT TECHNOLOGIES INC.
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
MARCH 31, 1997




 7.     RELATED PARTY TRANSACTIONS

        During the three  months  ended  March 31,  1997,  the  Company  paid or
        accrued  $15,000  (1996 -  $15,000)  in  management  fees  to  companies
        controlled by certain directors of the Company.


8.      GEOGRAPHIC INFORMATION

        Substantially  all the  Company's  operations,  employees and assets are
located in the United States.

        A significant portion of the Company's sales are to customers in foreign
countries:
<TABLE>
<CAPTION>
                                                                                                    1996          1997
        <S>                                                                                      <C>            <C>
        Sales by geographical region:
           Japan                                                                           $      29,951   $     21,335
           Europe                                                                                106,678         64,786
           Other                                                                                  45,157         14,812
                                                                                           -------------   ------------

           Total export sales                                                                    181,786        100,933
           United States                                                                         288,924        214,579
                                                                                           -------------   ------------

           Net sales                                                                       $     470,710   $    315,512
                                                                                           =============   ============
</TABLE>





<PAGE>

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

Overview

The Company has a limited history of operations. It was incorporated on December
28, 1993,  acquired SuperCard together with its customer  franchise,  from Aldus
Corporation  ("Aldus")  on  February 4, 1994,  and  released  its first  product
upgrade in June 1994. The Company has incurred substantial start up, development
and other  expenses in excess of revenues  which has resulted in cumulative  net
losses to March 31, 1997 of $4,835,350 The Company's  revenues to date have been
substantially derived from the sale of SuperCard and to a much lesser extent the
sale of Marionet,  both for the  Macintosh  platform.  There can be no assurance
that product sales will either continue at historical  rates or increase or that
the Company's products under development will achieve market acceptance.

The  results  of  operation  for the first  quarter  of 1997 were  significantly
impacted  by three  factors:  (1) the  Company  was  unable to  secure  adequate
financing to complete product  development and maintain marketing  efforts,  (2)
the Company's  development schedule did not provide for the release of a version
of SuperCard for the Windows operating system, and (3) the continuing decline in
the sales of Macintosh computers and related Macintosh software in general.

On January 17, 1997,  the Company  announced  that it had entered into an agency
agreement  whereby  the  placement  agent  would use its best  efforts to secure
additional  capital for the Company in the amount of $750,000 by way of a bridge
loan which was to be repaid out of proceeds from the  subsequent  sale of equity
securities.  As of April 30, 1997,  the Company was advanced the sum of $100,000
under the  agreement.  The Company no longer  expects  that it will  receive the
balance of funding as contemplated.  The Company's  ability to satisfy projected
working  capital and capital  expenditure  requirements  is  dependent  upon its
ability  to  secure  additional  funding  through  public  or  private  sales of
securities,  including equity securities of the Company,  and the success of its
future operations.

In view of this  circumstance,  management has  undertaken  the following  steps
subsequent to March 31, 1997.

1.   Termination  notices  were  issued to a majority of  employees.  Currently,
     there  remains 9 employees,  including all of senior  management,  who have
     agreed to defer a  substantial  portion or all of their  salaries  allowing
     operations to continue in order that a feasible plan of reorganization  may
     be developed.

2.   The Company has terminated its premises lease,  at no cost or penalty,  and
     sub-leased  smaller premises for a one year term at no cost in exchange for
     the  transfer of an  equivalent  value of furniture no longer in use by the
     Company.

3.    Measures have been taken to reduce all costs where possible.

4.   Negotiations have been commenced with a secured and other major creditor of
     the Company to amend the terms of their  respective  loan agreements and to
     secure  additional  capital  necessary to complete the  development  of the
     SuperCard for Windows product and to commence a plan of  reorganization.  A
     result of such  negotiations may be a significant  change in management
     of the Company.

<PAGE>

The lack of available financial resources, coupled with a significant decline in
Macintosh  software sales,  have impacted the Company's  ability to successfully
market  and sell its  current  products  effectively.  Management  is  reviewing
various  means by which it can generate  incremental  revenues at reduced  cost,
however,  it is expected  that sales in the  immediate  future will be adversely
affected.

Though  management is attempting to secure the additional  capital necessary for
the  Company  to  continue  its  operation  as a  going  concern,  there  are no
assurances that the Company will be able to secure the required capital on terms
favorable  to the Company or on any terms.  In  addition,  even in the event the
necessary capital is made available to the Company, there are no assurances that
it can  retain or, if  necessary,  hire key  personnel  to  implement  a plan of
reorganization  successfully  nor  are  there  any  assurances  that a  plan  of
reorganization will gain the acceptance of the Company's creditors.  As a result
there exists a substantial  risk that the Company will have to  discontinue  its
operations.  The  financial  statements  presented  as at March 31,  1997 do not
include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Capital Resources
   
The Company has sustained  substantial operating losses and has used substantial
amounts of working  capital in its operations to March 31, 1997. As of March 31,
1997 the Company had cash  equivalents of $21,948 and a working  capital deficit
of $988,284 which  includes  unsecured  convertible  debentures in the aggregate
amount of $500,000  due in December,  1997.  Total  liabilities  exceed the book
value of total assets by $689,185.  The Company's  ability to satisfy  projected
working  capital and capital  expenditure  requirements  is  dependent  upon its
ability  to  secure  additional  funding  through  public  or  private  sales of
securities,  including equity securities of the Company,  and the success of its
future operations.
    
The  Company's  primary  future  needs  for  capital  are for  expanded  product
development,  marketing and selling expenses and working capital.  The Company's
working capital  requirements may vary depending upon numerous factors including
the progress of the Company's product development, competitive and technological
advances, marketing acceptance of the Company's products and other factors.

<PAGE>

Results of Operation

The following table sets forth,  for the periods  indicated,  certain  operating
data as a percentage of net revenue.

<TABLE>
<CAPTION>
                                                                                                          Three
                                                                                                      Months Ended
                                                                                                          March 31


                                                                                                    1996           1997
                                                                                           -------------   ------------

<S>                                                                                                  <C>            <C> 
     Net revenues                                                                                    100%           100%

Cost of revenue                                                                                       21
                                                                                           -------------
     Cost of revenues                                                                                 21             28
                                                                                           -------------   ------------

     Gross profit                                                                                     89             72
                                                                                           -------------   ------------


     Expenses:
        Sales and marketing                                                                          138             61
Research and development                                                                              53
        Research and development                                                                      53             51
        General and administrative                                                                    53             76
Amortization                                                                                           7
                                                                                           -------------
        Amortisation                                                                                   7             10
                                                                                           -------------   ------------

     Total operating expenses                                                                        251            198
                                                                                           -------------   ------------

     Loss from operations                                                                           (162)          (126)

     Net interest income (expense)                                                                   (14)          -
                                                                                           --------------  -------------

     Net loss                                                                                        (176)%        (126)%

</TABLE>

<PAGE>
Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

Net revenue includes revenues from sales of software products and services, less
reserves for  anticipated  product  returns and future vendor support  services.
Total net  revenues  decreased  by 33% from  $470,710 for the three months ended
March 31, 1996 to  $315,512  for the three  months  ended  March 31,  1997.  The
decrease is due to the following factors:  (1) the Company did not have adequate
financial resources to implement effective sales and marketing  strategies,  and
(2) the  continuing  decline in the sales of Macintosh  computers  and Macintosh
software in general.

Cost of revenue includes the cost of manuals,  diskettes and their  duplication,
packaging materials,  assembly,  paper goods, bundled products,  and shipping as
well as  royalties  and  reserves for  inventory  obsolescence.  Cost of revenue
decreased from $100,903 to $87,575 (as a percentage of revenue it increased from
21% of net  revenues to 28%) for the first  three  months of 1997 as compared to
1996.  The  absolute  dollar  decrease  is due to the  reduction  in sales.  The
percentage  increase is  primarily  due to the change in costs  associated  with
other vendor products that were bundled with SuperCard from time to time.

Sales and marketing expenses include the costs of advertising,  promotion, trade
shows and printed  collateral  materials,  salaries and the costs of  contracted
services.  Total sales and marketing  costs  decreased from $651,561 to $191,992
(139% of net  revenues to 61%) for the first three months of 1997 as compared to
1996. The reduction in expenditures  is a direct result of inadequate  financial
resources.

Research and development  expenditures consisted of personnel expenses, costs of
independent   contractors  and  supplies   required  to  conduct  the  Company's
development  efforts.  Research  and  development  expenditures  decreased  from
$249,874  to  $162,086  (from 53% of net  revenues  to 51%) for the first  three
months of 1997 as compared to 1996.  The  decrease in research  and  development
costs is directly  attributable to the decrease in engineering and support level
staff.

General  and  administrative  expenses  consist  primarily  of the  costs of the
Company's finance and  administrative  personnel,  including the chief executive
officer. General and administrative expenses decreased from $248,791 to $239,407
(as a percentage  of revenues it increased  from 53% of net revenues to 76%) for
the first three months of 1997 as compared to 1996.  General and  administrative
expenses  remained  relatively  fixed in  absolute  terms  but are  expected  to
decrease  substantially  as a result of steps undertaken by management to reduce
costs.


<PAGE>

PART II.            OTHER INFORMATION

ITEM 6.             EXHIBITS AND REPORTS ON FORM 8-K

                    None filed during the period ended March 31, 1997.

Items 1, 2, 3, 4, AND 5 OF PART II ARE NOT APPLICABLE AND HAVE BEEN OMITTED.



<PAGE>

                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned,  thereunto duly authorized, in the City of San Diego,
State of California, on May 12, 1997.

                                          ALLEGIANT TECHNOLOGIES INC.

                                       By:  /s/ Joel Staadecker
                                            Joel Staadecker President and
                                            Chief Executive Officer



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