<PAGE>



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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


MARK ONE [1]

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended April 30, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ............ to .............

                          Commission File Number 0-8345

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

                            4FRONT TECHNOLOGIES, INC.

             (Exact name of registrant as specified in its charter)

            DELAWARE                                       84-0675510
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                       6300 South Syracuse Way, Suite 293
                            Englewood, Colorado 80111
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (303) 721-7341

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


        Securities registered pursuant to Section 12(b) of the Act: None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                                (TITLE OF CLASS)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES  X    NO
                                       ---      ---

The number of shares outstanding of each of the Registrant's classes of Common
Stock at June 10, 1999 was 10,732,007 shares of Common Stock, $.001 par value.

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

<PAGE>


ITEM 1.       FINANCIAL STATEMENTS


                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES

                     THREE MONTH PERIOD ENDED APRIL 30, 1999




                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>


                                                                                          PAGE
                                                                                         NUMBER
                                                                                         ------
<S>                                                                                       <C>

CONSOLIDATED FINANCIAL STATEMENTS

           Condensed Consolidated Balance Sheets as of January 31, 1999
           and April 30, 1999 (unaudited)                                                    1

           Condensed Consolidated Statements of Operations for the
           three months ended April 30, 1998 and 1999 (unaudited)                            3

           Condensed Consolidated Statements of Changes in Stockholders'
           Equity for the three months ended April 30, 1999 (unaudited)                      4

           Condensed Consolidated Statements of Comprehensive Income
           (loss) for the three months ended April 30, 1998 and 1999 (unaudited)             4

           Condensed Consolidated Statements of Cash Flows for the
           three months ended April 30, 1998 and 1999 (unaudited)                            5

           Notes to the Condensed Consolidated Financial Statements                          6


</TABLE>



<PAGE>


                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                     ASSETS


<TABLE>
<CAPTION>

                                                        JANUARY 31,        APRIL 30,
                                                           1999              1999
                                                       -------------      -----------
                                                         $ `000'S         $ `000'S
                                                                          (UNAUDITED)

<S>                                                      <C>               <C>
CURRENT ASSETS:
         Cash                                             $ 26,162          $ 23,190
         Accounts receivable, net of allowance
           for doubtful accounts of $642,000 and
           $701,000 respectively                            54,910            53,722
         Deposits                                               51                51
         Inventories                                        23,840            29,389
         Prepaid expenses                                    4,130             4,449
         Income taxes receivable                                16                16
         Other current assets                                  487               297
                                                          --------          --------

                  Total current assets                     109,596           111,114

PROPERTY AND EQUIPMENT,  net                                 5,899             7,183

INTANGIBLE ASSETS, net                                      26,573            26,150

DEFERRED INCOME TAX                                          3,354             2,791

SOFTWARE DEVELOPMENT COSTS                                     757               638

OTHER ASSETS                                                    93                 7
                                                          --------          --------

TOTAL ASSETS                                              $146,272          $147,883
                                                          --------          --------
                                                          --------          --------


</TABLE>





      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




                                     - 1 -
<PAGE>

                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>

                                                                             JANUARY 31,             APRIL 30,
                                                                                1999                    1999
                                                                          -----------------         -----------
                                                                             $ `000'S                  $ `000'S
                                                                                                    (UNAUDITED)
<S>                                                                             <C>                 <C>

CURRENT LIABILITIES:
         Accounts payable                                                       $  37,384           $  38,030
         Accrued liabilities                                                       16,734              17,060
         Stockholder advances                                                          23                  23
         Lines of credit-bank                                                       5,180               5,715
         Notes payable                                                              5,393               4,938
         Capital lease obligations, current portion                                   608                 644
         Income taxes payable                                                       2,159               3,205
         Deferred revenue                                                          19,334              16,420
                                                                                ---------           ---------

                  Total current liabilities                                        86,815              86,035

CAPITAL LEASE OBLIGATIONS, less current
  portion                                                                             780                 801
                                                                                ---------           ---------

TOTAL LIABILITIES                                                                  87,595              86,836
                                                                                ---------           ---------

COMMITMENTS AND CONTINGENCIES:

STOCKHOLDERS' EQUITY:
         Preferred stock, par value $.001, 5,000,000
           shares authorized.  No shares issued or
           outstanding                                                               --                  --
         Common stock, par value $.001, 30,000,000
           shares authorized 10,628,067 and 10,728,007
           shares issued and outstanding, respectively                                 11                  11
         Additional paid-in capital                                                56,123              56,528
         Accumulated reserves                                                       2,668               4,653
         Cumulative foreign currency translation adjustment                          (125)               (145)
                                                                                ---------           ---------

                  Total stockholders' equity                                       58,677              61,047
                                                                                ---------           ---------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                                          $ 146,272           $ 147,883
                                                                                =========           =========
</TABLE>



      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




                                     - 2 -
<PAGE>

                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                               FOR THE THREE MONTHS ENDED
                                                                APRIL 30,        APRIL 30,
                                                                 1998              1999
                                                             ------------       -----------
                                                               $ `000'S          $ `000'S
                                                              (UNAUDITED)       (UNAUDITED)
  <S>                                                         <C>                 <C>
REVENUES
Services                                                       $16,437            $38,429
Products                                                        10,267             18,897
                                                               -------            -------
                                                                26,704             57,326
                                                               -------            -------

Cost of Services                                                 7,629             18,486
Cost of Products                                                 8,534             16,242
                                                               -------            -------
                                                                16,163             34,728
                                                               -------            -------

GROSS PROFIT
Services                                                         8,808             19,943
Products                                                         1,733              2,655
                                                               -------            -------
                                                                10,541             22,598
                                                               -------            -------

OPERATING EXPENSES

         Selling, general and administrative expenses            8,004             18,024
         Depreciation                                              294                434
         Amortization                                              422                760
                                                               -------            -------
         Total operating expenses                                8,720             19,218
                                                               -------            -------

INCOME BEFORE INTEREST, INCOME
TAXES:                                                           1,821              3,380

         Interest income                                            68                264
         Interest expense                                         (209)              (222)
                                                               -------            -------

INCOME BEFORE INCOME TAXES:                                      1,680              3,422

INCOME TAXES                                                       588              1,437
                                                               -------            -------

NET INCOME                                                     $ 1,092            $ 1,985
                                                               -------            -------

NET INCOME  PER COMMON SHARE (BASIC)                           $ 0.15             $  0.19

NET INCOME PER COMMON SHARE (DILUTED)                          $ 0.13             $  0.17



</TABLE>




      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                     - 3 -
<PAGE>

                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
                              STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                                                                       ACCUMULATED
                                                                                          OTHER
                                              COMMON STOCK                            COMPREHENSIVE
                                         ------------------------     ACCUMULATED        INCOME
                                         SHARES         AMOUNT         (RESERVES        (DEFICIT)          TOTAL
                                       ----------    ------------    ------------     -------------   ------------
<S>                                    <C>           <C>             <C>              <C>             <C>
BALANCE, JANUARY 31, 1999              10,628,067    $ 56,134,228    $  2,668,256    $   (125,070)    $ 58,677,414

Net income for
 period (unaudited)                          --              --         1,985,092            --          1,985,092
Share options exercised                    99,940         404,976            --              --            404,976
Other comprehensive income (loss)            --              --              --           (20,519)         (20,519)
                                     ------------    ------------    ------------    ------------     ------------

BALANCE, APRIL 30, 1999                10,728,007    $ 56,539,204    $  4,653,348    $   (145,589)    $ 61,046,963
(UNAUDITED)                          ------------    ------------    ------------    ------------     ------------
                                     ------------    ------------    ------------    ------------     ------------

</TABLE>




                                       CONDENSED CONSOLIDATED STATEMENTS OF
                                               COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                   APRIL 30,                 APRIL 30,
                                                                      1998                     1999
                                                                -----------------         -----------
                                                                   $ `000'S                  $ `000'S

<S>                                                               <C>                       <C>
Net income                                                        $   1,092                 $   1,985

Foreign currency translation adjustment                                 (78)                      (20)
                                                                ------------              ------------

Comprehensive income                                              $   1,014                 $   1,965
                                                                ------------              ------------
                                                                ------------              ------------


</TABLE>




      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




                                     - 4 -
<PAGE>

                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                               FOR THE THREE MONTHS ENDED
                                                               APRIL 30,          APRIL 30,
                                                                 1998                1999
                                                             -----------         -----------
                                                               $ `000'S           $ `000'S
                                                              (UNAUDITED)        (UNAUDITED)
<S>                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                     $  1,092           $  1,985
Adjustments to reconcile net income  to net cash
provided  (used) by operating activities
         Depreciation                                               294                434
         Amortization                                               422                760
         Gain on disposal of fixed assets                            (8)               (21)
         (Increase) decrease in accounts receivable              (2,093)             1,188
         (Increase) in inventories                               (1,218)            (5,549)
         (Increase) in prepaid expenses                            (151)              (319)
         Increase in income taxes                                   242              1,046
         (Increase) decrease in other current assets               (140)               190
         Decrease in deferred income tax                            323                563
         Increase in accounts payable                               503              1,008
         Increase in accrued liabilities                            276                326
         (Decrease) in deferred revenue                            (455)            (2,914)
                                                               --------           --------

         Net cash used by operating activities                     (913)            (1,303)
                                                               --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of equipment                                     (401)            (1,361)
         Proceeds from disposal of equipment                          8                 31
         Acquisition of subsidiaries                               (569)              (475)
         Capitalization of software development costs                --               (105)
         Decrease in other assets                                    14                 86
                                                               --------           --------

         Net cash used by investing activities                     (948)            (1,824)
                                                               --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
         Increase in lines of credit-bank                         1,453                535
         Repayment of notes payable                                  (5)              (455)
         Payments of capital lease obligations                     (142)              (310)
         Net proceeds from exercise of share options                400                405
                                                               --------           --------

         Net cash from financing activities                       1,706                175
                                                               --------           --------

Effect of exchange rate changes on cash                             (78)               (20)
                                                               --------           --------
NET (DECREASE) IN CASH                                             (233)            (2,972)
Cash at beginning of period                                       4,586             26,162
                                                               --------           --------
Cash at end of period                                          $  4,353           $ 23,190
                                                               --------           --------
                                                               --------           --------
Cash paid for interest expense                                 $    209           $    222
                                                               --------           --------
                                                               --------           --------



</TABLE>

      SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



                                     - 5 -
<PAGE>

                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1  -   NATURE  OF BUSINESS

         4Front Technologies, Inc. and subsidiaries (the "Company" or "4 Front")
is a leading provider of information technology solutions, which consist of
specialized computer services and complementary products, primarily to blue chip
corporations and government authorities in the United Kingdom and in Continental
Europe. The Company's solutions include hardware maintenance, help desk support,
network servers, specialized software services and products and the supply of
high-end storage systems.

NOTE 2  -   BASIS OF PRESENTATION

         The accompanying interim unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.

         In the opinion of management, the accompanying interim unaudited
condensed consolidated financial statements contain all material adjustments
consisting only of normal recurring adjustments necessary to present fairly the
financial condition, the results of operations, the changes in stockholders'
equity and cash flows of 4Front Technologies, Inc. for the interim periods
presented.

         The results of the three months ended April 30, 1999 are not
necessarily indicative of the results of operations for the full year. These
interim unaudited condensed consolidated financial statements and related
footnotes should be read in conjunction with the financial statements and
footnotes thereto included in the Company's Form 10-K for the year ended
January 31, 1999.

NOTE 3 - EARNINGS PER SHARE

<TABLE>
<CAPTION>

                                                                           FOR THE MONTHS ENDED
                                                                           --------------------
                                                                APRIL 30, 1998          APRIL 30, 1999
                                                               -----------------       ---------------
                                                                   (UNAUDITED)           (UNAUDITED)
<S>                                                               <C>                    <C>
BASIC EARNINGS PER SHARE

Net income                                                        $  1,092,118           $  1,985,092
                                                                  ------------           ------------
Weighted Average Number of Common Shares
  outstanding                                                        7,060,108             10,665,743
                                                                  ------------           ------------

Net income per Common Share Basic                                 $       0.15           $       0.19
                                                                  ============           ============
DILUTED EARNINGS PER SHARE

Net income                                                        $  1,092,118           $  1,985,092
                                                                  ------------           ------------
Weighted Average Number of Common Shares
  outstanding                                                        7,060,108             10,665,743
Additional Shares to be Issued upon Assumed
  Exercise of Options and Warrants                                   3,417,305              3,134,765
Shares Hypothetically Repurchased at the Average
  Market Price with the Proceeds of Exercise                        (1,824,487)            (1,914,273)
                                                                  ------------           ------------

Adjusted Shares for Dilution                                         8,652,926             11,886,235
                                                                  ------------           ------------

Net income per Common Share Diluted                               $       0.13           $       0.17
                                                                  ------------           ------------
                                                                  ------------           ------------

</TABLE>

                                     - 6 -
<PAGE>

                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 -  INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>

                         JANUARY 31, 1999     APRIL 30, 1999
                         ----------------    ---------------
                                               (UNAUDITED)
<S>                             <C>              <C>

Computer hardware               $23,678          $29,081
Computer software                     7                7
Work in progress                    155              301
                                -------          -------
                                $23,840          $29,389
                                -------          -------
                                -------          -------

</TABLE>


NOTE 5 - INCOME TAXES

         The Company files a separate U.S. federal income tax return for its
domestic operations and a UK income tax return for its foreign operations. The
United Kingdom subsidiaries compute taxes at rates in effect in that country and
become payable when assessed by the Inland Revenue. Deferred federal income
taxes are not provided on the undistributed earnings of its foreign subsidiaries
to the extent the Company intends to permanently reinvest such earnings in the
United Kingdom.

         The Company has provided income tax for the three months ended
April 30, 1998 of $588,064 on the profits of its operations, and for the three
months to April 30, 1999 $1,437,481.








                                     - 7 -


<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW

         The Company is a leading provider of information technology solutions,
which consist of specialized computer services and complementary products
primarily to blue chip corporations and government authorities in the United
Kingdom and, to a growing extent, in Continental Europe. The Company's solution
include hardware maintenance, help desk support, network services, specialized
software services and products and the supply of high-end storage systems.

         The Company has grown rapidly due, in large part, to acquisitions.
Compass Computer Group ("Compass") was acquired in fiscal 1996, Hammer
Distribution Limited ("Hammer") and Datapro Computers Group Limited ("Datapro")
were acquired in fiscal 1997 and Firstpoint Limited ("Firstpoint") and
Eurosystems France S.A. ("Eurosystems") were acquired in fiscal 1998. Decision
Systems ("DS"), Memorex Telex Italia ("Memorex"), Penagen Training Ltd
("Penagen") and I-NEA S.A. ("I-NEA") were acquired in fiscal 1999. These
acquisitions have been accounted for under the purchase method of accounting and
on a consolidated basis in the Company's financial statements for periods ending
after the effective date of such acquisitions. As used herein, references to a
"fiscal year" refer to January 31 of such year. For example, fiscal 1999 refers
to the year ended January 31, 1999.

         Because of the effect upon the Company's results of operations for the
year ended January 31, 1999 of acquisitions made during that period, direct
comparison of the Company's results of operations for the periods ended
April 30, 1998 and April 30, 1999 will not, in the view of management of the
Company, prove meaningful. Instead, a summary of the elements which management
of the Company believes essential to an analysis of the results of operations
for such periods is presented below.


RESULTS OF OPERATIONS


THREE MONTHS ENDED APRIL 30, 1999 COMPARED WITH THE THREE MONTHS ENDED APRIL 30,
1998

REVENUES

         Revenues for the three months ended April 30, 1999 were $57.3 million,
an increase of $30.6 million, or approximately 114.6% compared to $26.7 million
for the three months ended April 30, 1998. Revenues from services were $38.4
million, or 67.0% of the total revenue, with revenues from the supply of
products at $18.9 million, or 32.96% of the total revenues. In the comparable
period of the prior year, services' revenues were 61.6% of total revenues and
products' revenues were 38.4 % of the total revenues.

GROSS PROFIT

         Gross profit for the three months ended April 30, 1999 was $22.6
million, an increase of $12.1 million, or 114.4% compared to $10.5 million for
the three months ended April 30, 1998. Gross margin decreased from 39.47% for
the three months ended April 30, 1998 to 39.42% for the three months ended April
30, 1999. Gross profit for services increased 126.4% from $8.8 million for the
three months ended April 30, 1998 to $19.9 million for the three months ended
April 30, 1999. Gross profit for products increased 53.2% from $1.7 million for
the three months ended April 30, 1998 to $2.7 million for the three months to
April 30, 1999.

SELLING, GENERAL AND ADMINISTRATIVE

         Selling, general and administrative expenses were $18.0 million, an
increase of $10.0 million, or 125.2% compared to $8.0 million for the three
months ended April 30, 1998. As a percentage of revenues, selling, general and
administrative expenses increased to 31.44% from 29.97% in the three months
ended April 30, 1999. Selling general and administrative expenses increased
primarily as a result of a growth in infrastructure necessary to support the
expansion and integration of the Company's businesses.



                                     - 8 -
<PAGE>

DEPRECIATION AND AMORTIZATION

         Depreciation and amortization expense for the three months ended
April 30, 1999 was $1.2 million, an increase of $0.5 million, or 66.8% compared
to $0.7 million for the three months ended April 30, 1998. This increase arose
principally from the acquisitions of Decision Systems, Memorex, Penagen and
I-NEA. Depreciation was $434,000, an increase of $140,000 or 47.6%, from
$294,000 for the prior period. Amortization expense was $760,000, an increase of
$338,000, or 80.1%, from $422,000 for the prior period. An amortization period
of between ten and fifteen years is utilized with respect to acquisitions and
three years for capitalized software development costs.

EARNINGS (LOSS) BEFORE INTEREST INCOME AND EXPENSE, INCOME TAXES

         Earnings before interest expense and income taxes for the three months
ended April 30, 1999 was $3.4 million, an increase of $1.6 million, or 85.6%, as
compared to $1.8 million for the three months ended April 30, 1998. As a
percentage of revenues, earnings before interest expense and income taxes
decreased from 6.8% in the three months ended April 30, 1998 to 5.9% for the
three months ended April 30, 1999.

         EBIT before depreciation and amortization ("EBITDA") increased for the
three months ended April 30, 1999 to $4.57 million from $2.54 million for the
three months ended April 30, 1998 an increase of $2.03 million or 80.2%. As a
percentage of revenues, EBITDA decreased from 9.5% for the three month period
ended April 30, 1998 to 7.9% for the three month period ended April 30, 1999.

INTEREST

         Interest expense for the three months ended April 30, 1999 was $222,000
compared to $209,000 for the three months ended April 30, 1998. Interest income
increased from $68,000 for the three months ended April 30, 1998 to $264,000 an
increase of $196,000, arising from higher cash balances on hand during the
quarter.

INCOME TAXES

         The Company's effective income tax percentage rate has increased from
35% for the three months ended April 30, 1998, to 42% for the three months ended
April 30, 1999, resulting in a tax charge for the three months ended April 30,
1999, of $1.4 million an increase of $849,000 from $588,000 for the three months
ended April 30, 1998. The principle reasons for this increase are the increased
profits the Company is making from its Continental European operations where
income tax rates are approximately 10% greater than the UK, where previously the
majority of the Company's taxable profits were made and also as a result of the
increased non-deductible depreciation and amortization charges which have
increased from $0.7 million for the three months ended April 30, 1998 to $1.2
million for the three months ended April 30, 1999. Further expansion by the
Company into higher tax rate jurisdictions may increase the overall effective
tax rate further.

LIQUIDITY AND CAPITAL RESOURCES

         From inception until June 1996, the Company's sources of capital had
been cash flows from operations, private placements of securities, primarily
from its controlling stockholders and related parties, and borrowings from
banks. On June 19, 1996, the Company completed a public offering (the
"Offering") of 3,000,000 shares of the Company's Common Stock at a price of
$5.75 per share. On July 2, 1998, the Company completed a secondary public
offering through a further sale of 2.9 million shares of Common Stock. As a
result of this offering, the Company raised net proceeds of $31.0 million.

         As of April 30, 1999, the Company had lines of credit with UK, French,
Italian and Belgian banks in the aggregate amount of (pound)15 million ($24
million). As of April 30, 1999 $5.7 million was outstanding.




                                     - 9 -
<PAGE>


         The outstanding credit facilities are secured by the assets of the
Company and are periodically reviewed by the issuing institution. Management
expects to be able to maintain these credit arrangements for the foreseeable
future, although no assurance can be given.

         The Company maintains a facility with a UK factoring company, pursuant
to which it borrows against eligible trade receivables. The Company pays the
factoring company an administrative fee of 0.075% of eligible trade receivables
and interest of 9% per annum. At April 30, 1999, $4.9 million under this
agreement was outstanding.

         Outstanding advances from stockholders are shown on the Company's
balance sheet as stockholder advances. Outstanding advances as of April 30, 1999
were $23,000. These outstanding advances do not bear interest, and are payable
on demand.

         The Company's working capital increased from $22.8 million surplus at
January 31, 1999 to a surplus of $25.1 million at April 30, 1999.

         Net cash used by operating activities during the three months ended
April 30, 1999 was $1.3 million, which reflected the net effect of an increase
in net accounts payable, accrued liabilities, and inventories and a decrease in
deferred revenues. Net cash used by investing activities was $1.8 million, for
the three months ended April 30, 1999, primarily reflecting cash used for the
purchase of equipment and the payment of deferred consideration on the
acquisition of Firstpoint. Net cash provided by financing activities was $0.2
million for the three months ended April 30, 1999, resulting primarily from
increase of bank lines of credit and payments of outstanding obligations and the
receipts from stock options which were exercised during the period.

         The Company believes that the net cash flows from operations and
borrowing availability under its credit facilities, will satisfy the Company's
anticipated working capital requirements through at least the next twelve
months. To the extent the Company raises additional capital by issuing equity or
convertible debt securities, ownership dilution to the Company's stockholders
will result. In the event that adequate funds are not available, the Company's
business may be adversely affected.

INFLATION

         Inflation has not had a material effect upon the Company's results of
operations to date. In the event the rate of inflation should accelerate in the
future, it is expected that costs in connection with the provision by the
Company of its services and products will increase, and, to the extent such
increased costs are not offset by increased revenues, the operations of the
Company may be adversely affected.






















                                     - 10 -
<PAGE>



                  PART II - OTHER INFORMATION


Item 1.           Legal Proceedings
                  Not Applicable

Item 2.           Change In Securities
                  Not Applicable

Item 3.           Defaults Upon Senior Securities
                  Not Applicable

Item 4.           Submission of Matters to a Vote of Security Holders
                  Not Applicable

Item 5.           Other Information
                  Not Applicable

Item 6.           Exhibits and Reports on Form 8-K

                           (a)  Exhibit 27

                           (b)  Reports on Form 8-K
                           Not Applicable






























                                     - 11 -
<PAGE>





                   4FRONT TECHNOLOGIES, INC. AND SUBSIDIARIES

                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.





June 11, 1999                                4FRONT TECHNOLOGIES, INC.



                                             BY: /S/ STEPHEN MCDONNELL
                                                ------------------------
                                             Stephen McDonnell
                                             Chief Financial Officer






















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