SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   __________________________________________
                                   FORM 10-QSB
(MARK  ONE)
[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDING  SEPTEMBER  30,  2000

                                       OR

[_]     TRANSITION  REPORT  UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  _______  TO  _______

                         COMMISSION FILE NUMBER 0-25389

                                 FOREFRONT, INC.
                 ----------------------------------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                NEVADA                                          98-0199128
         -------------------                                 ---------------
    (State  or  other  jurisdiction                            (I.R.S.  Employer
  of  incorporation  or organization)                        Identification No.)

  1413  South  Howard  Avenue,  Suite  104
             Tampa,  FL                                            33606
   --------------------------------------                    ---------------
  (address  of  principal  executive  offices)                 (Zip  Code)

                     Issuer's telephone number: 813-253-2267

                              540 N. TAMIAMI TRAIL
                               SARASOTA, FL 34236
               ---------------------------------------------------
                 (Former address of principal executive offices)

CHECK  WHETHER  THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13  OR  15(D)  OF  THE SECURITIES 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:

On  November  16,  2000,  giving  effect  to  an  October  27,  2000
five-for-one  forward  stock  split,  the  registrant  had  75,450,055 shares of
Common  Stock,  par  value  $0.0002  per  share,  outstanding.

TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT (CHECK ONE):   YES [ ]  NO [X]


<PAGE>
                                                                            Page
                                                                          Number
                                                                          ------

PART I -  FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .  3

Item 1.   Consolidated Balance Sheets as at September 30, 2000 and June 30,
          2000  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

          Consolidated Statement of Operations for the three months ended
          September 30, 2000 and September 30, 1999 . . . . . . . . . . . . .  5

          Consolidated Statement of Cash Flows for the three months ended
          September 30, 2000 and September 30, 1999 . . . . . . . . . . . . .  6

          Notes for the Financial Statements . . . . . . . . . . . . . . . .   7

Item 2.   Management's Discussion and Analysis . . . . . . . . . . . . . . .   8


<PAGE>
                         PART I - FINANCIAL INFORMATION

                         ITEM 1.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
==========================================================================================================
                                      FOREFRONT, INC. AND SUBSIDIARY
                                 (FORMERLY KNOWN AS ANYOX RESOURCES, INC.)
                                      (A DEVELOPMENTAL STAGE COMPANY)
                                   UNAUDITED CONSOLIDATED BALANCE SHEETS
==========================================================================================================

ASSETS


                                                                              SEPTEMBER 30,     JUNE 30,
                                                                                  2000            2000
                                                                             ---------------  ------------
<S>                                                                          <C>              <C>
CURRENT ASSETS
  Cash                                                                       $                $     3,615
  Due from related party                                                             55,826        55,826
Employee Advances                                                                   100,865           -0-
  Prepaid expenses                                                                      -0-        21,734
                                                                             ---------------  ------------
    Total current assets                                                            156,691        81,175

Property and equipment, net                                                         491,292       628,583

Other Assets
  Goodwill - net                                                                  6,460,007     7,091,997
  Deposits                                                                            2,310         7,577
  Capitalized software costs less accumulated amortization
    of $26,103                                                                       81,783        74,916
  Patent rights, less accumulated amortization of $54,457                            18,042        38,822
                                                                             ---------------  ------------
    Total other assets                                                            6,562,142     7,213,312
                                                                             ---------------  ------------

  TOTAL ASSETS                                                               $    7,210,125   $ 7,923,070
                                                                             ===============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                           $      745,494   $   508,490
  Accounts payable - related party                                                  318,243       318,243
  Accrued liabilities                                                               586,828       172,572
  Current portion of capital leases                                                  54,675        54,626
  Current portion of long-term debt                                                 108,464       191,686
  Notes payable - convertible debentures                                             80,000           -0-
  Notes payable                                                                     500,000       500,000
  Notes payable - related party                                                     190,000       106,000
                                                                             ---------------  ------------
    Total current liabilities                                                     2,583,704     1,851,617

Long-term debt                                                                          -0-           -0-

Long-term capital lease liability                                                       -0-           -0-

Commitments and contingencies - Note 5                                                  -0-           -0-

Stockholders' equity (deficit)
  Class A - Preferred stock, $0.001 par value, 200,000 shares
    authorized; 200,000 shares issued and outstanding                                   200           200
  Common stock, $0.001 par value, 200,000,000
    shares authorized; 19,590,011 shares issued and outstanding
    and 15,090,011 outstanding, respectively                                         19,591        15,091
Subscription receivable                                                              (4,500)          -0-
  Additional paid-in capital                                                      7,924,348     8,070,386
  Deficit accumulated during the development stage                               (3,313,218)   (2,014,224)
                                                                             ---------------  ------------
    Total stockholders' equity (deficit)                                          4,626,421     6,071,453
                                                                             ---------------  ------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $    7,210,125   $ 7,923,070
                                                                             ===============  ============



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

          The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                      - 2 -
<PAGE>
<TABLE>
<CAPTION>
================================================================================================
                                     FOREFRONT, INC. AND SUBSIDIARY
                               (FORMERLY KNOWN AS ANYOX RESOURCES, INC.)
                                    (A DEVELOPMENTAL STAGE COMPANY)
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
================================================================================================

                                               FOR THE THREE MONTHS Ended   INCEPTION  TO
                                                       September  30,       September 30,
                                                    2000          1999           2000
<S>                                             <C>           <C>          <C>
REVENUE
  Interest                                      $         5   $       -0-  $        2,579

EXPENSES
  Selling general and administrative               604,724         4,335        3,301,744
  Research and development                         107,973           -0-        1,307,340
  Depreciation and amortization                    718,715           -0-        1,342,741
                                               ------------  ------------  ---------------
                                                 1,431,412         4,335        5,951,825
                                               ------------  ------------  ---------------
OTHER INCOME
  Gain on disposition of asset                       1,475                          1,475

NET (LOSS) BEFORE MINORITY SHARE                                               (5,947,771)

LESS:  MINORITY SHARE OF
       OPERATIONAL LOSSES                                                       2,503,615

NET (LOSS)                                     $(1,429,932)  $    (4,335)  $   (3,444,156)
                                               ============  ============  ===============

BASIC AND FULLY DILUTED LOSS PER SHARE         $     (0.16)  $     (0.00)
                                               ============  ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                            17,403,198    10,028,500
                                               ============  ============


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

     The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                      - 3 -
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================
                                           FOREFRONT, INC. AND SUBSIDIARY
                                      (FORMERLY KNOWN AS ANYOX RESOURCES, INC.)
                                           (A DEVELOPMENTAL STAGE COMPANY)
                         UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
====================================================================================================

                                                                COMMON  STOCK       PREFERRED  STOCK
                                                            ----------------------  ----------------

                                                              SHARES      AMOUNT    SHARES   AMOUNT
                                                            ----------  ----------  -------  -------
BALANCE - JUNE 30, 2000                                     15,090,011  $   15,091  200,000  $   200
                                                            ----------  ----------  -------  -------
<S>                                                         <C>         <C>         <C>      <C>

Common Stock issued in private placement
  (never funded; shares cancelled October
   2000) - August 10, 2000                                   1,000,000       1,000

Common Stock issued in private placement
  (never funded; shares cancelled October
   2000) - August 14, 2000                                   1,000,000       1,000

Common Stock issued as collateral in debt
   Transaction ( transaction not completed;
   Shares cancelled October 2000) - August
   16, 2000                                                  2,500,000       2,500

BALANCE - SEPTEMBER 30, 2000                                19,590,011  $   19,591  200,000  $   200
                                                            ----------  ----------  -------  -------



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

             The accompanying notes are an integral part of these financial statements.
</TABLE>


                                      - 4 -
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================
                                   FOREFRONT, INC. AND SUBSIDIARY
                             (FORMERLY KNOWN AS ANYOX RESOURCES, INC.)
                                  (A DEVELOPMENTAL STAGE COMPANY)
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000, 1999
====================================================================================================

                                                   FOR THE THREE MONTHS Ended   INCEPTION  TO
                                                          September  30,        September 30,
                                                        2000         1999          2000
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                <C>            <C>
  Net loss                                         $ (1,429,932)   $(4,335)       (5,947,771)
  Adjustment to reconcile net loss to
    net cash used in operating activities
  Minority interest in net loss of
    consolidated subsidiary - net of capital                -0-        -0-         1,222,385
  Depreciation and amortization                         718,715        -0-         1,342,741
     Gain on disposition of asset                        (1,475)       -0-            (1,475)
 Decrease in deposits
  Expenses in-kind                                          -0-      1,080             3,300
    Changes in operating assets and liabilities
    (Increase) in due from Cyberquest                       -0-        -0-           (55,826)
    (Increase)in employee advances                     (100,865)                    (100,865)
    Decrease in prepaid expenses                         21,734        -0-               -0-
    Decrease in deposits                                  5,267        -0-            (2,310)
    Increase in accounts payable                        236,942     (2,065)        1,063,674
    Increase in accrued liabilities                     414,256        -0-           586,829
    Increase in accounts payable - related party            -0-      5,500               -0-
                                                   ------------  ---------  -----------------
    Net cash (used) in operating activities            (135,358)       180        (1,889,318)

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                      -0-        -0-          (404,576)
  Intangible asset expenditures                         (13,742)       -0-          (179,416)
                                                    ------------  ---------  ----------------
    Net cash (used) in investing activities             (13,742)       -0-          (583,992)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable                           164,000        -0-           770,000
  Payments on long-term debt                                 49        -0-           (40,500)
  Capital lease payments                                 (3,626)       -0-           (20,975)
  Issuance of common stock                                  -0-        -0-            18,112
 Cost of capital                                        (15,000)       -0-           (15,000)
  Proceeds from equity investors net of
    issue costs                                             -0-        -0-         1,761,611
                                                    ------------  ---------  ----------------
    Net cash provided by financing activities           145,423     12,850         2,473,248
                                                    ------------  ---------  ----------------

NET INCREASE (DECREASE) IN CASH                          (3,677)       180               (62)
Cash - beginning of period                                3,615      1,283               -0-
                                                    ------------  ---------  ----------------

CASH - END OF PERIOD                                $       (62)  $  1,463               (62)
                                                    ============  =========  ================

Non-cash financing and investing activities:
--------------------------------------------
In  September  2000  a company  vehicle was repossessed. The amount removed from fixed assets was
$93,745 with $15,624 in accumulated depreciation, and a liability of $79,596 was removed as well.
====================================================================================================
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      - 5 -
<PAGE>
                                 FOREFRONT, INC
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2000

                      (Unaudited - Prepared by Management)

     1.  ORGANIZATION

     The Company was incorporated  under the laws of the State of Nevada on July
     13, 1998 with the authorized common shares of 200,000,000  shares at $0.001
     par value.  Although the Company was organized for the purpose of acquiring
     and developing  mineral  properties,  it disposed of its mineral properties
     and acquired 57% of Web  Partners,  Inc.  (WPI) during March 2000,  and the
     remaining 43% in May, 2000. WPI, a Florida  Corporation formed in September
     1998, is a development-stage  company with its core business focused on the
     research and  development  of new  web-based  technologies.  As part of the
     merger  transaction,  WPI was  dissolved  into the Company and a new Nevada
     corporation  (Forefront  Technologies,  Inc.) was simultaneously formed and
     carries on in place of WPI. Since its inception the Company has completed a
     series of Regulation D offerings of 12,028,500  shares of its capital stock
     for cash. In March 2000 it exchanged  4,000,000 shares of stock for its 57%
     interest in WPI. In addition, 4,000,000 shares were returned to treasury in
     March 2000 and canceled.  In May, 2000 the Company issued  3,024,754 shares
     for the remaining 43% of WPI. In August 2000, the Company  issued  4,500,00
     shares in two separate transactions that were never funded. The shares were
     returned and canceled in October 2000.

     2.  BASIS  OF  PRESENTATION

     The  accompanying   unaudited  balance  sheets  of  Forefront,   Inc.  (the
     "Company") (a development stage company) at September 30, and the unaudited
     statements  of  operations  and  unaudited  statements of cash flow for the
     three months ended  September  30, 2000 and 1999 have been  prepared by the
     Company's  management and they do not include all  information and notes to
     the  financial  statements  necessary  for a complete  presentation  of the
     financial  position,  results of  operations,  and cash flows in conformity
     with  generally  accepted   accounting   principles.   In  the  opinion  of
     management, all adjustments considered necessary for a fair presentation of
     the results of operations and financial position have been included and all
     such adjustments are of a normal recurring nature.

     Operating  results  for the  quarter  ended  September  30,  2000,  are not
     necessarily  indicative  of the results  that can be expected  for the year
     ending June 30, 2001, in part because of serious cash flow deficiencies the
     Company  experienced during the past several months.


<PAGE>
     3.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Accounting Methods

     The Company and WPI (now  Forefront  Tech)  recognize  income and  expenses
     Based  on the accrual method of  accounting.  Forefront Tech - WPI  revenue
     recognition   practices  will  conform  to  appropriate   software  revenue
     recognition standards.

     Dividend  Policy

     The  Company  has  not yet adopted a policy regarding payment of dividends.

     Income  Taxes

     On June 30, 2000, the Company had a net loss carry forward of approximately
     $2,000,000.   These  losses,  in  addition  to  current  period  losses  of
     $1,429,932, will be available to offset income in future years. The Company
     has  fully  reserved  the  tax  benefit  of  these  losses.  As part of the
     acquisition of 57% of the  outstanding  stock of WPI on March 15, 2000, the
     Company also has available  approximately  $2,205,000 of net operating loss
     carryforwards that are subject to certain annual limitations under Internal
     revenue Code. These losses were incurred prior to the ownership change.

     Loss  per  Share

     Loss per share amounts are computed based on the weighted average number of
     shares actually  outstanding  using the treasury stock method in accordance
     with FASB Statement No. 128.

     Foreign  Currency  Translation

     Part of the transactions of the Company  in 2000 and 1999 were completed in
     Canadian dollars and have been translated to US dollars as incurred, at the
     exchange rate in effect at the time, and therefore,  no gain or  loss  from
     the translation is  recognized.  All  WPI  transactions  have  been  in  US
     dollars.

     4.  GOING  CONCERN

     The Company and Forefront Tech will need  additional  working capital to be
     successful  in its  planned  activity  and  therefore  continuation  of the
     Company as a going concern is dependent upon obtaining  additional  working
     capital.  Management  of the Company and  Forefront  Tech have  developed a
     strategy,   which  it  believes  will  accomplish  this  objective  through
     additional equity funding,  and long term financing,  which will enable the
     Company and Forefront  Tech to operate for the coming years.  This strategy
     has been slow in  execution,  and  accordingly,  the Company has run out of
     cash.

     As discussed in more detail under  "Managements  Discussion  and Analysis",
     the Company is in immediate  need of capital due to  significant  cash flow
     deficiency and may not continue as a going concern. The Company has no cash
     to run its  operation.  In short,  the Company  requires an immediate  cash
     infusion or may have to suspend  operations,  with one alternative being to
     seek protection under the appropriate Federal Bankruptcy procedures. Should
     the  company  be unable to  continue  as a going  concern,  the  assets and
     liabilities listed in the accompanying  financial  statements would require
     restatement on a liquidation  basis which would differ  materially from the
     values as a going concern.


     5.  COMMITMENTS  AND  CONTINGENCIES
         -------------------------------

     As part of the merger  agreement  with Web Partners,  Inc. on May 25, 2000,
     the  Company is  obligated  to make its best  efforts to  implement a stock
     option plan and match, in similar terms, the options  previously  available
     to Web Partners,  Inc.  shareholders  and vendors  approximating  2,041,000
     options.  The Web Partners  plan was  terminated  at the merger  date.  The
     Company  has  not  yet  completed  the  required  Securities  and  Exchange
     Commission  filings  as of the  balance  sheet  date.  Accordingly,  no new
     options  have been  granted.  This  contingency  may  effect  the  reported
     acquisition costs of Web Partners, Inc. in the future when the stock option
     grants are issued.

     6.  Debt
         ----
     Due  to  the financial condition of the Company as of and subsequent to the
     balance  sheet,  the  Company  defaulted  on  the capital leases, which are
     considered payable on demand by leasing companies. In addition, on Sepember
     14,  2000,  one  company  owned  vehicle  was  repossessed by the lender to
     satisfy  the unpaid debt.  The estimated cost of repo fees and interest has
     been  accrued as of September 30, 2000.


<PAGE>
                  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

     This  Form   10-QSB   contains   forward-looking   statements.   The  words
     "anticipate", "believe", "expect", "plan", "intend", "estimate", "project",
     "could", "may", "foresee", and similar expressions identify forward-looking
     statements that involve risks and uncertainties. You should not place undue
     reliance  on forward-  looking  statements  in this Form 10-QSB  because of
     their inherent uncertainty. The following discussion and analysis should be
     read in  conjunction  with the Financial  Statements  and Notes thereto and
     other  financial  information  included  in this Form  10-QSB  and our Form
     10-KSB filed November 14, 2000. Actual results could differ materially from
     the results discussed in the forward-looking statements.

     Plan  of  Operation  -Background

     Forefront,  Inc. (the "Company"),  was formerly named Anyox Resources, Inc.
     ("Anyox"). Anyox, a Nevada corporation,  was formed in 1998 and operated as
     an early  development  stage company until March, 2000 when it acquired 57%
     of Web Partners,  Inc. ("WPI"),  a Florida  corporation.  The remaining 43%
     minority interest was subsequently  acquired in May 2000. At that time, WPI
     was  merged  into a  subsidiary  of  Anyox;  Forefront  Technologies,  Inc.
     ("Forefront  Tech") which took on the assets,  liabilities  and business of
     WPI. Anyox changed its name to Forefront, Inc. At that time, Forefront Tech
     (formerly WPI) was an early development stage company,  which was formed in
     September 1998 and began  operations in August 1999.  Forefront Tech's core
     business  is focused  on the  research  and  development  of new  web-based
     technologies.  Forefront Tech also provides creative production services in
     connection with developing online 30-second commercial spot advertisements.
     Neither  business  unit has had any  revenue  to date.  Forefront  Tech had
     accumulated approximately $4,517,839 in deficits through June 30, 2000. Due
     to minority  interest  accounting,  the Company reported only $2,014,224 of
     this accumulated deficit at June 30, 2000.

     The  major  spending  areas  comprising  the  approximately  $4,500,000  of
     Forefront  Tech deficits at June 30,2000  include  advertising  expenses of
     $162,000  and  other  selling,  general,  and  administrative  expenses  of
     $2,500,000,  research and  development  cost  approximated  $1,200,000  and
     depreciation and amortization $624,000.

     Forefront  Tech's  technology  toolkit  is  designed  to deliver a complete
     online  advertising  platform.  The  toolkit is  comprised  of a  30-second
     online  commercial  spot  system,  called  a  CyberSpot,  and  an  audience
     measurement and commercial delivery  verification  system,  called Delivery
     Verification  Technology  ("DVT").  CyberSpots  are  Web-based  interactive
     multi-media  commercial  spots which use Forefront  Tech's  Instant On User
     Interface ("IOUi")  technology which enables the spot to reach the audience
     quickly and with minimal  disruptions.  DVT provides an online  advertising
     measurement system that verifies audience reach and spot delivery.

     Forefront Tech intends to generate revenue from licensing fees,  creative /
     production fees and a technology license based  on  a cost-per-play  model.
     Forefront  Tech  plans  to  produce  and  distribute  CyberSpot  production
     software that will enable global  production of CyberSpots by  advertisers,
     agencies  and web  development  firms.  WPI plans to license  its family of
     technologies within the U.S., Asia and Europe.

     Forefront  Tech's revenue model currently  focuses on four distinct revenue
     drivers:  (1)  the  development  of  CyberSpot  ads;  (2) the  delivery  of
     CyberSpot ads; (3) CyberSpot enterprise licensing; and (4) DVT licensing.

     Each  revenue  driver  has  associated  variable  expenses.  Ad  production
     variable costs are comprised entirely of human resources.  A certain number
     of personnel are needed to produce and test each ad. The CyberSpot per play
     variable cost is comprised of the fee charged by the ad delivery  strategic
     partner. DVT variable costs are also comprised entirely of human resources.
     The DVT team will be  responsible  for  marketing  the DVT  technology  and
     identifying additional applications for the technology.  Development of the
     toolkit is the largest  expense item  included in the  operating  expenses.
     Executive and operational  team salaries and benefits,  CyberSpot  licensee
     technical   support,   legal  fees  and  advertising  also  account  for  a
     significant portion of the operating expenses.


<PAGE>
Results  of  Operations:

Revenue

     The Company was  involved in the  exploration  and  development  of mineral
     properties.  Since  inception the property has generated no revenue and the
     property  was  never  developed  because  of the  lack  of  financing.  The
     Company's  future  revenue  stream  is based on its 100%  owned  subsidiary
     Forefront Tech. Through November 15, 2000, Forefront Tech has recognized no
     revenue  but does have  contracts,  orders,  and  letters  of  intent  from
     customers.  In addition,  Forefront Tech is presently producing  commercial
     spot advertisements  that may generate future revenue.  Revenue recognition
     in the last  quarter of 2000 and beyond  will depend upon the status of the
     projects at that time and the  applicable  revenue  recognition  accounting
     standards.

Expenses

     For the three months ended  September  30, 2000,  the Company and Forefront
     Tech have  recognized  expense  of  approximately  $1,431,000  compared  to
     spending of $4,335 for the period three months  ended  September  30, 1999.
     The Company and its subsidiary have ten full time employees, with Forefront
     Tech absorbing all personnel and indirect costs.

     Although WPI (now  Forefront  Tech) was  organized in 1998 it did not start
     meaningful  operations  until July 1999.  Personnel and  personnel  related
     costs were $493,625 in 2000 and $0 in 1999.  Although cash flow  shortfalls
     caused the Company to curtail operations during this quarter,  it continued
     to accrue payroll and payroll  related  expenses for employees who chose to
     continue  to  work  and accept payment at a later date.  Legal, accounting,
     and  other professional consulting fees were $101,209 in 2000 and $1,893 in
     1999.  In  addition,  the  Company  recognized  approximately  $719,000  of
     depreciation  and  amortization  in 2000,  with no corresponding expense in
     1999.  The  $719,000  consists  principally of the amortization of goodwill
     related  to  the  acquisition  of  Forefront  Tech/WPI.


Liquidity  and  Capital  Resources

     The Company and WPI  individually  financed their operations to date with a
     series of  Regulation  D offerings  of their  respective  shares of capital
     stock,  generally for cash. The Company's March 2000 private  placement was
     for 2,250,000 shares at $0.85 per share with proceeds of $1,912,500.  Prior
     to the merger,  WPI raised $500,000 in the form of bridge  financing from a
     shareholder  group.  The notes are past due and the  shareholder  group has
     sent the  Company  a demand  letter.  The  Company  also  raised a total of
     $190,000 in bridge  financing from the two founders  through  September 30,
     2000. During the first quarter of this fiscal year, the Company has entered
     into a number of non-binding  agreements with various  financial  groups to
     raise both debt and equity capital.  In one such  transaction,  the Company
     issued  2,500,000  shares of Class A Common Stock as collateral  for a loan
     transaction.   The  transaction  failed  to  go  through.   In  a  separate
     transaction, the Company issued 2,000,000 shares of Class A Common Stock in
     a private placement that was never funded. The stock from both transactions
     has been returned and canceled subsequent to September 30, 2000.

     In other  transactions,  the Company raised $80,000 by issuing  convertible
     corporate  debentures  with stock warrants in August,  2000. Just recently,
     the Company sold 375,000 post split shares at $0.10 per share.


<PAGE>
     The combined  operations had a net working capital deficit of $2,427,014 at
     September 30, 2000. The current  Liabilities of $2,583,643 at September 30,
     2000  include  $500,000  of past due bridge  financing  from a  shareholder
     Group,  $190,000 of bridge financing from two company founders,  $30,000 of
     bridge  financing  from a director and a business  associate of a director.
     Accounts payable of $1,063,675 include $355,743 payable to a Forefront Tech
     Consulting firm founded by this same director.  This consulting has been in
     the  areas  typical  to  a  development  stage  Company  and  has  included
     assistance with business plan development, pricing models, and intellectual
     property.  These  services were  contracted  for in the ordinary  course of
     business,  prior to the director being  appointed to the Company's board of
     directors,  and management believes the pricing and terms were as favorable
     as that which could have been obtained from an independent third party.

     Also included in other  liabilities  at September 30, 2000, was $566,703 of
     payroll related  liabilities.  The Company has been unable to fund employee
     payrolls since early July,  2000, but continues to accrue payroll for those
     employees   continuing   to  work  and  for  employees   with   contractual
     obligations.

     The Company's  estimated  monthly cash requirements  approximate  $275,000.
     This amount may decrease as revenue is generated.  However, like most other
     development  stage  companies,  Forefront  Tech  and  the  Company  may not
     generate  cash from  operations  for a number of  quarters,  if at all. The
     Company experienced severe cash flow deficiencies starting in June 2000 and
     effectively ran out of money during the summer of 2000.

     The Company is in immediate  need of capital due to  significant  cash flow
     deficiency and may not continue as a going concern. The Company has no cash
     to run its  operation.  Each week it continues to build up additional  past
     due  payroll and vendor  liabilities.  In short,  the  Company  requires an
     immediate  cash  infusion  or may  have to  suspend  operations,  with  one
     alternative  being  to  seek  protection  under  the  appropriate   Federal
     Bankruptcy  Procedures.  If the  Company  goes into  Chapter  11,  existing
     shareholder  investments may be diluted substantially or be completely lost
     through  satisfaction of creditor claims. If a Chapter 11 reorganization is
     not  successful,  the Company  may be forced into  Chapter 7, in which case
     shareholders may lose their investment completely.

     In  recognition  of this issue,  the Company is  continually  searching for
     sources of additional  financing and pursuing  venture  capital  investors.
     Although the competition for funding is strong, the Company believes it has
     unique,  protectable technology. It also believes its public status will be
     appealing  for  potential   venture  capital  investors  to  execute  their
     respective exit  strategies.  Should the Company be unable to continue as a
     going  concern,  the  assets  and  liabilities  listed in the  accompanying
     financial statements would require restatement on a liquidation basis which
     would differ materially from the values as a going concern.


<PAGE>
PART  II  -  OTHER  INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
(a)  EXHIBITS


The  following  exhibit  accompanies  this  Form  10-QSB:
Exhibit No.      Description
27.1             Financial  Data  Schedule


(b)  REPORTS  ON  FORM  8-K
The  following  reports on Form 8-K were filed during the third quarter of 2000:

                         None;


<PAGE>
                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

FOREFRONT,  INC.


/s/  Santu  Rohatgi                    11/20/00
-------------------                    --------
Santu Rohatgi, President               Date


<PAGE>
                                  EXHIBIT INDEX


Exhibit  No.     Description
27.1             Financial  Data  Schedule


<PAGE>