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

                                   FORM 10-QSB

                                 CURRENT REPORT

       (Mark  One)

        X       QUARTERLY  REPORT  UNDER  SECTION  13  OR 15(d) OF
       ---      THE  SECURITIES  EXCHANGE  ACT  OF  1934

                For the quarterly period ended December 31, 2000

                TRANSITION  REPORT  UNDER  SECTION 13 OR 15(d) OF
       ---      THE  EXCHANGE  ACT

                For  the  transition  period  from _______to  _________

                Commission  file  number  0-25389

                                 FOREFRONT, INC.
               ----------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

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

           1413 South Howard Avenue, Suite 104, Tampa, Florida  33606
               ----------------------------------------------------
                    (Address of principal executive offices)

          Registrant's  telephone  number,  including  area  code:  813-253-2267
                                                                    ------------

               ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


As  of  February  15, 2001, the small business issuer had a total of  16,911,714
shares  of  its  Common  Stock  outstanding.


<PAGE>
                                TABLE OF CONTENTS


Part  I  -  Financial  Information                              3

Item  1.  Consolidated  Balance  Sheets  as  at
          December  31,  2000  and  June 30, 2000               3


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


                                                   December 31,     June 30,
                                                       2000           2000
<S>                                               <C>             <C>

Current Assets
  Cash                                            $       8,553   $     3,615
  Accounts receivable                                    20,831           -0-
  Due from related party                                 55,826        55,826
  Employee advances                                     106,899           -0-
  Prepaid expenses                                          -0-        21,734
  Accrued interest receivable                             3,124           -0-
                                                  --------------  ------------
  Total Current Assets                                  195,239        81,175
                                                  --------------  ------------

Property and equipment, net                             443,061       628,583
                                                  --------------  ------------

Other Assests
  Goodwill - net                                      5,828,017     7,091,997
  Deposits                                                2,654         7,577
  Capitalized software costs
    Less accumulated amortization
      of $39,589                                         68,298        74,916
  Patent rights, less accumulated
    Amortization of $68,055                               4,444        38,822
                                                  --------------  ------------
Total other assets                                    5,903,413     7,213,312
                                                  --------------  ------------

TOTAL ASSETS                                      $   6,541,713   $ 7,923,070
                                                  ==============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES
    Accounts payable                              $     725,139   $   508,490
    Accounts payable -
      Related party                                     355,743       318,243
    Accrued liabilities                                 733,987       172,572
    Current portion of
      capital leases                                     50,846        54,626
    Current portion of
      long term debt                                    118,086       191,686
    Notes payable -
      convertible debentures                            130,000           -0-
    Notes payable                                       500,000       500,000
    Notes payable -
      related party                                     199,196       106,000
                                                  --------------  ------------

Total current liabilities                             2,812,997     1,851,617
                                                  --------------  ------------

Long term debt                                              -0-           -0-

Long term capital
  leases 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,
    issued and outstanding 1,000,000 shares                 200           200

  Common stock, $0.001 par value, 200,000,000
    shares authorized; 76,080,055 shares issued
    and outstanding and 15,090,011 outstanding
    respectively                                         77,529        15,091
Additional paid in capital                            8,100,265     8,070,386
  Deficit accumulated during the development
    stage                                           (-4,449,278)   (2,014,224)
                                                  --------------  ------------

Total stockholders' equity (deficit)                  3,728,716     6,071,453
                                                  --------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $   6,541,713   $ 7,923,070
                                                  ==============  ============

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


<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
                                              December 31,          DECEMBER 31,
                                          2000           1999          2000
<S>                                   <C>            <C>            <C>
REVENUE
Sales                                 $     20,831                       20,831
Interest                                     4,337            -0-         6,916
                                      -------------                 ------------
Total Revenue                               25,168                       27,747
                                      -------------                -------------

EXPENSES
  Selling general and administrative       442,923          3,894     3,744,667
  Research and development                     -0-            -0-     1,307,340
  Depreciation and Amortization            708,374            -0-     2,051,115
                                      -------------  -------------  ------------
Total Expenses                           1,151,297          3,894     7,103,122
                                      =============  =============  ============

OTHER INCOME
  Gain (Loss) on disposition of
    Asset                              (     9,931)                 (     8,456)
                                      -------------                -------------

NET (LOSS) BEFORE MINORITY SHARE       ( 1,136,060)  $  (   3,894)  ( 7,083,831)

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

NET (LOSS)                            $ (1,136,060)  $  (   3,894)  $(4,580,216)
                                      =============  =============  ============

BASIC AND FULLY DILUTED LOSS PER
  SHARE                               $ (       01)  $  (      00)
                                      =============  =============

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING           $ 75,053,605   $ 10,028,500
                                      =============  =============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                         FOREFRONT, INC. AND SUBSIDIARY
                    (FORMERLY KNOWN AS ANYOX RESOURCES, INC.)
                         (A DEVELOPMENTAL STAGE COMPANY)
             CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
               FOR THE THREE MONTHS ENDED DECEMBER 31, 2000, 1999

                                                                                      ADDITIONAL
                                      COMMON STOCK               PREFERRED STOCK       PAIN IN
                                 ---------------------       ---------------------     CAPITAL
                                 SHARES         AMOUNT        SHARES       AMOUNT   --------------

<S>                           <C>            <C>           <C>            <C>
BALANCE
  SEPTEMBER 30,2000           $ 19,590,011        19,591          200,00      200       7,924,348

CANCELLATION OF COMMON
  STOCK ISSUED IN
    PRIVATE  PLACEMENT
      (NEVER  FUNDED)         (  2,000,000)  (     2,000)                                   2,000

CANCELLATION OF COMMON
  STOCK ISSUED AS
    COLLATERAL IN DEBT -
      (TRANSFER NOT
        COMPLETE)              ( 2,500,000)  (     2,500)                                   2,500

COMMON STOCK ISSUED IN
  PRIVATE PLACEMENT
    OCTOBER, 2000                  250,000           250                                  119,750

COMMON STOCK ISSUED IN
  5 FOR 1 FORWARD STOCK
    SPLIT NOVEMBER,
        2000                    61,360,044        61,360                                (  61,360)

COMMON STOCK ISSUED AS
  IRA FOR OCTOBER
    PRIVATE PLACEMENT
          ($12,000)                100,000           100                                (     100)

COMMON STOCK ISSUED IN
  PRIVATE PLACEMENT -
    NOVEMBER, 2000                 375,000           375                                   37,425

COMMON SHARES ISSUED
  FOR TRANSFER AGENT FEES -
    DECEMBER, 2000                   5,000             5                                      495

COMMON SHARES ISSUED TO
  RELATED PARTY FOR LEASE
    GUARANTEE                      348,000           348                                   75,207
                              -------------  ------------  --------------  -----------  ----------

TOTALS                        $ 77,528,055        77,529         200,000          200   8,100,265

THE  ACCOMPANYING  NOTES  ARE  AN  INTEGRAL  PART  OF  THESE FINANCIAL STATEMTNS
</TABLE>


<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 DECEMBER 31, 2000, 1999


                                                  FOR THE THREE MONTHS ENDED   INCEPTION TO
                                                         DECEMBER  31,         DECEMBER 31,
                                                    2000             1999         2000
<S>                                           <C>             <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                      $  (1,136,060)  $    ( 3,894)  $(7,083,831)
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                       708,374            -0-     2,051,115
Loss on  disposition of asset                         9,931            -0-         8,456
Decrease in deposits
  Expenses in-kind                                      -0-            -0-         3,300
  Changes in operating assets
    & liabilities
  Increase in accounts receivable                (   20,831)           -0-    (   20,831)
  (Increase) in due from Cyberquest                     -0-            -0-    (   55,826)
  (Increase) in employee advances                (    6,034)           -0-    (  106,899)
  Decrease in deposits                           (      344)           -0-        (2,654)
  Increase in accounts payable                       17,207    (       813)    1,080,881
  Increase in accrued liabilities                   147,159            -0-       733,988
  Increase in accounts payable -
    related party                                       -0-          3,000           -0-
  Capital contribution                                  780
(Increase) in accrued interest                   (    3,124)           -0-    (    3,124)
                                                ------------  -------------  ------------
Net cash (used) provided in operating
  activities                                     (  283,722)   (       927)   (2,173,040)

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                           (    1,070)           -0-    (  405,646)
  Intangible asset expenditures                         -0-            -0-    (  179,416)
                                                ------------  -------------  ------------
Net cash (used) in investing
  activities                                     (    1,070)           -0-      (585,062)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable                        50,000            -0-       820,000
  Payments on long-term debt                         15,717            -0-    (   24,783)
  Capital lease payments                         (      154)           -0-    (   21,129)
  Issuance of common stock                          227,850            -0-       245,962
Cost of capital                                         -0-            -0-    (   15,000)
  Proceeds from equity investors
    net of issue costs                                  -0-            -0-     1,761,611
  Other financing activities
                                                ------------  -------------  ------------
Net cash provided by financing
  activities                                        293,413            -0-     2,766,661

NET INCREASE (DECREASE) IN CASH                       8,621    (       927)        8,559
Cash - beginning of period                              (62)         1,283           -0-
                                                ------------  -------------  ------------

Cash - END OF PERIOD                            $     8,559   $        356   $     8,559
                                                ============  =============  ============
</TABLE>


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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 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 4,500,000 shares in two separate transactions that were never
funded.  The  shares were returned and canceled in October 2000.  On October 27,
2001  the  Company completed a Five-For-One forward stock split resulting in the
issuance  of  61,360,044  shares.

2.     BASIS  OF  PRESENTATION

The  accompanying unaudited balance sheets of Forefront, Inc. (the "Company") (a
development  stage  company)  at  December  31,  and the unaudited statements of
operations  and  unaudited  statements  of  cash flow for the three months ended
December  31,  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 December 31, 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.

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.


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2000

                      (Unaudited - Prepared by Management)


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  year  to  date losses of
$2,565,992  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 carry forwards 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.


<PAGE>
                                 FOREFRONT, INC.
                          (A Development State Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2000

                      (Unaudited - Prepared by Management)


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.

5.     DEBT

Due  to  the financial condition of the Company as of and subsequent to the June
30,  2000,  the  Company  remains  in  default  on the capital leases, which are
considered  payable  on  demand  by  leasing  companies.


                  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  state  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.


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                December 31,2000

                      (Unaudited - Prepared by Management)

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; (4) CyberSpot reseller licensing; and
(5)  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  addition
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.

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.
Forefront  Technologies  has begun producing revenue however, revenues are still
not  sufficient  to  cover operating expenses.  Forefront Tech has contracts and
orders  from  customers.  In  addition,  Forefront  Tech  is presently producing
commercial  spot  advertisements  that  may  generate future revenue.  The Email
Advertising Channel looks promising as a revenue source for CyberSpot.  Recently
published  research  indicates  that  email  is


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2000

                      (Unaudited - Prepared by Management)

the most effective Internet advertising vehicle.  CyberSpot is particularly well
suited for email advertising because CyberSpot opens automatically in many email
clients  and  requires  no  player,  unlike  other rich media products.  Revenue
recognition  in  2001  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 December 31, 2000, the Company and Forefront Tech
have  recognized  expense  of  approximately  1,151,297  compared to spending of
$3,894 for the period three months ended December 31, 1999.  The company and its
subsidiary  have  five  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 2000 and related
costs  for  Forefront,  Inc.  were  446,723  and  $0 for the three months ending
December  31,  1999  respectively.  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.

The  employees  worked at their own will while continuing to look for employment
elsewhere.  Legal,  accounting,  and  other  professional  consulting  fees were
$44,472  in  2000  and  $3,894  in  1999.  In  addition,  the Company recognized
approximately  $708,374  of  depreciation  and  amortization  in  2000,  with no
corresponding  expense  in  1999.  The  $708,374  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 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 Company and the
shareholder  group  have verbally agreed that this bridge loan, having no stated
interest  rate,  will  be  paid  back  upon  the company raising $3.1 million in
capital.  The  Company  also raised a total of $190,000 in bridge financing from
the  two  founders  through  December 31 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. The Company issued
250,000  shares  in a private placement in October, 2000, raising $120,000. Just
recently,  the


<PAGE>
                              FOREFRONT TECH, INC.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2000

                      (Unaudited - Prepared by Management)

Company  sold  375,000 post split shares at $0.10 per share.  The Company issued
an additional 5000 post split shares in payment of professional fees and 100,000
shares  in  payment of fees for the October, 2000 private placement.  Management
of the company has given A Rising Solution, Inc. 348,000 shares for guaranteeing
rent  payments.  Santu Rohatgi, an officer of ForeFront, Inc., is a cofounder of
this  company.

The  combined  operations  had  a  net  working capital deficit of $2,617,758 at
December  31,  2000.  The current liabilities of $2,812,997 at December 31, 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
$1,080,882  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  include  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 December 31, 2000 was $717,350 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  approximately  $75,000.
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.  In 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 1-FINANCIAL INFORMATION

Item  1  Financial  Statements

The  information  required  to be provided is provided below or attached hereto.

Item  2  Management's  Discussion  and  Analysis  or  Plan  of  Operation.

Some  of  the information herein contains forward-looking statements within  the
meaning  of  the  federal  securities  laws.  These  statements  include,  among
others,  business  development  plans,  strategies,  expectations  regarding
competition  and market acceptance of our products and services. Forward-looking
statements  typically  are  identified  by  use  of  terms  like  "may," "will,"
"expect,"  "anticipate,"  "estimate"  and  similar  words,  although  some
forward-looking  statements  are expressed differently. You should be aware that
our  actual  results  could  differ  materially  from  those  contained  in  the
forward-looking statements due to a number of factors, including our substantial
operating  losses,  availability  of  capital  resources,  ability  to  compete
effectively,  economic  conditions, unanticipated difficulties in development of
products  and  services,  ability  to  gain  market acceptance and market share,
ability  to  manage  growth,  dependence  on  third  party content providers and
dependence  on  our  key  personnel.

The  following  discussion  and  analysis should be read in conjunction with the
financial  statements  herein.

The  Company  remains  a  development  stage  company  with  immaterial revenues
and  substantial general and administrative expenses, including expenses related
to  its  clinical  studies  programs.  The Company's cash has been provided from
its  fund-raising  activities,  all  of  which  have been conducted on a private
basis  (as to  fund  raising,  we have received  capital  in  private placements
of restricted stock to persons known by Management and believed to be accredited
investors.)  The  Company  believes  potential  private  placements, a placement
agreement  reached  with  May  Davis  Group, Inc.,  and  an eventual  registered
public  offering,  if successful, will  assist  the Company in meeting  its cash
needs,  but  there  is  no  guarantee.

These  sporadic  private  placements  are  only  to  persons  who are mostly, in
management's  opinion,  accredited  investors, and willing to assume the risk of
loss  of  their  entire  investment,  and  management  hopes  that  these
subscriptions  will  continue.  The  Company  is  seeking  an   underwriter  to
underwrite a public offering of securities,  and has sporadic  discussions  with
interested parties in New York, primarily, in the hope that one will be engaged.

The  Company has not been able to  substantially  meet its cash needs during the
past  12  months.  In  January,  2001,  we  entered  into  a  equity credit line
agreement  with  Cornell Capital Partners presented by May Davis Group, Inc., to
sell  $10  million  of  the  Company's  common  stock.  The  aggregate  equity
investment  committed  to  the  Company  by  May  Davis could reach $20 million.
These  funds  will  be  used to further  develop  our products, working capital,
and  for  acquisitions,  alliances  and  other  corporate  opportunities.  Other
terms  and  conditions  apply.


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

Forefront  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. 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.  The CyberSpot  per  play  variable  cost  is  comprised of
the  fee  charged  by  the  ad delivery  strategic  partner.  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.

Forefront  has recognized a small revenue but during this quarter.  In addition,
Forefront  is  presently  producing  commercial  spot  advertisements  that  may
generate  future  revenue.  Revenue  recognition  in the calendar year 2001 will
depend  upon  the status of the projects at that time and the applicable revenue
recognition  accounting  standards.

For  the year ended June 30, 2000, the Company expended approximately $4,500,000
compared to spending of $20,000 for the period July 13, 1998 (inception) through
June  30,  1999. During both periods the expenses were administrative in nature.
On  an  ongoing  basis,  the Company expects to incur expenses typical to an OTC
Bulletin  Board  entity,  including accounting fees, legal fees, filing fees and
transfer  agent  fees.  The  Company  has  five  full  time  employees, with the
subsidiary  Forefront  Tech  absorbing  all  personnel  and  indirect  costs.

The  Company  and  subsidiary  Forefront  Technology,  Inc.  (formerly  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  combined operations  had net working  capital deficit of $1,770,000 at June
30,  2000.  The  current  liabilities  of  $1,851,000  at  June  30,  2000,
include  $500,000  of bridge  financing  from a shareholder  group,  $106,000 of
bridge  financing  from  two  company  founders,  and  accounts  payable  of
$826,733.

The  Company's  estimated  monthly  cash  requirements approximate $75,000. 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
has  experienced  severe  cash  flow  deficiencies  starting  in  June  2000.


<PAGE>
The  Company  is  in  immediate  need  of  capital  due to significant cash flow
deficiency  and  may  not  continue  as  a  going  concern.

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.



                            PART II-OTHER INFORMATION

Item  6.  Exhibits  and  Reports  on  Form  8-K

a.  Exhibits  Index  -  FORM  10-QSB.  None.

b.  Reports  on  Form  8-K.  None.


                                   SIGNATURES

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

FOREFRONT,  INC.
(Registrant)

By:  /s/  Santu  Rohatgi,  President
(Principal  Executive  Officer)

Date:  2/16/01


<PAGE>