<PAGE>

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                      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 ENDED SEPTEMBER 30, 1997

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

           FOR THE TRANSITION PERIOD FROM __________ TO __________

                     COMMISSION FILE NUMBER    0-27438

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

                          THE FOREFRONT GROUP, INC.
      (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


           DELAWARE                                         76-0365256
(STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER 
INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

                                       
                      1360 POST OAK BLVD., SUITE 2050
                           HOUSTON, TEXAS 77056
                 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                 ISSUER'S TELEPHONE NUMBER:  (713) 961-1101

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

    Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
     Yes X          No  
        ---           ---

    The number of shares of the issuer's Common Stock, par value $.01 per
share, outstanding as of November 12, 1997: 6,629,926

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<PAGE>

                              THE FOREFRONT GROUP, INC. 

                                     FORM 10-QSB

                                  SEPTEMBER 30, 1997

                                  TABLE OF CONTENTS


PART I        FINANCIAL  INFORMATION
                                                                            Page
                                                                            ----
Item 1.  Financial Statements:
              Consolidated Balance Sheets. . . . . . . . . . . . . . . . . .  3
              Consolidated Statements of Operations. . . . . . . . . . . . .  4
              Consolidated Statements of Cash Flows. . . . . . . . . . . . .  5
              Notes to Consolidated Financial Statements . . . . . . . . . .  6

Item 2.  Management's Discussion and Analysis or Plan of Operation . . . . .  7

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . 13
Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . 13
Item 4.  Submission of Matters to a Vote of Security Holders . . . . . . . . 13
Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . 14


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

                                       i
<PAGE>

                       PART I.  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS








                                       2


<PAGE>
                                       
                  THE FOREFRONT GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


                                                     DECEMBER 31,  SEPTEMBER 30,
                                                         1996          1997     
                                                     ------------  -------------
                                                                   (UNAUDITED) 
ASSETS
------
CURRENT ASSETS:
   Cash and cash equivalents                         $  6,204,213  $  4,934,480
    Accounts receivable, net of allowance of 
     $138,600 and $313,890                              1,450,241     1,124,613
   Inventory, net                                         340,163       170,821
   Prepaid expenses and other                             429,957       394,240
                                                     ------------  ------------
          Total current assets                          8,424,574     6,624,154

FURNITURE AND EQUIPMENT, net of accumulated 
  depreciation of $346,726 and $579,392                 1,063,976     1,142,252
PURCHASED SOFTWARE, net of accumulated 
  amortization of $53,490 and $ --                         84,520       330,000
OTHER ASSETS, net                                          60,864       443,238
                                                     ------------  ------------
          Total assets                               $  9,633,934  $  8,539,644
                                                     ------------  ------------
                                                     ------------  ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES: 
   Accounts payable                                  $    857,780  $    502,263
   Accrued liabilities                                  1,393,519     2,194,085
   Current portion of deferred revenue                    349,391       686,089
                                                     ------------  ------------
          Total current liabilities                     2,600,690     3,382,437

DEFERRED REVENUE, NET OF CURRENT PORTION                   16,660         5,783

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value, 5,000,000 
     shares authorized, none outstanding                       --            --
   Common stock, $.01 par value, 20,000,000
     shares authorized, 6,488,275 and 6,587,999 
     shares issued; 6,182,031 and 6,405,726 shares 
     outstanding                                           62,641        64,877
   Additional paid-in capital                          19,594,230    22,436,897
   Deferred compensation                                 (369,336)     (127,181)
   Cumulative translation adjustment                           --        13,575
   Accumulated deficit                                (12,269,101)  (17,234,894)
   Treasury stock, 82,145 shares at cost                   (1,850)       (1,850)
                                                     ------------  ------------
          Total stockholders' equity                    7,016,584     5,151,424
                                                     ------------  ------------
          Total liabilities and stockholders' equity $  9,633,934  $  8,539,644
                                                     ------------  ------------
                                                     ------------  ------------

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


                                       3
<PAGE>

                     THE FOREFRONT GROUP, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)

                           FOR THE THREE MONTHS ENDED  FOR THE NINE MONTHS ENDED
                                  SEPTEMBER 30,               SEPTEMBER 30,     
                               1996         1997           1996         1997   
                               ----         ----           ----         ----   
NET REVENUES:
  Licenses                 $ 3,578,786  $ 4,715,218    $ 9,386,290  $12,998,533
  Maintenance and services      14,964        8,193         71,244       43,532
                           -----------  -----------    -----------  -----------
      Total revenues         3,593,750    4,723,411      9,457,534   13,042,065

COST OF PRODUCT LICENSES       707,275      795,607      1,778,603    2,502,318
                           -----------  -----------    -----------  -----------
      Gross profit           2,886,475    3,927,804      7,678,931   10,539,747

OPERATING EXPENSES:
  Research and development   1,215,853      164,399      2,202,013    1,355,977
  Selling and marketing      2,013,049    2,586,069      5,331,499    9,057,841
  General and administrative 2,455,167      618,896      3,417,293    3,039,098
  Acquired research and
    development costs               --    3,650,000      2,798,604    4,097,251
                           -----------  -----------    -----------  -----------
  Operating loss            (2,797,594)  (3,091,560)    (6,070,478)  (7,010,420)

OTHER INCOME:
  Interest income              111,790       49,670        432,422      176,127
  Gain on sale of assets            --    1,868,500             --    1,868,500
                           -----------  -----------    -----------  -----------
      Net loss             $(2,685,804) $(1,173,390)   $(5,638,056) $(4,965,793)
                           -----------  -----------    -----------  -----------
                           -----------  -----------    -----------  -----------
NET LOSS PER SHARE         $      (.44) $      (.18)   $      (.95) $      (.78)
                           -----------  -----------    -----------  -----------
                           -----------  -----------    -----------  -----------
SHARES USED IN COMPUTING
  NET LOSS PER SHARE         6,119,516    6,491,014      5,949,484    6,337,113
                           -----------  -----------    -----------  -----------
                           -----------  -----------    -----------  -----------

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

                                       4
<PAGE>

                  THE FOREFRONT GROUP, INC. AND SUBSIDIARIES
                                       
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
                                                          FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                                                          ---------------------------------------
                                                                   1996             1997
                                                                   ----             ----
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                   $(5,638,056)     $(4,965,793)
    Adjustments to reconcile net loss to net cash 
     provided (used) by operating activities:
       Depreciation and amortization                               196,120          392,489
       Non-cash acquired research and development costs          2,798,604        4,097,251
       Compensation expense and amortization of deferred
        compensation related to certain stock options              167,276           66,100
       Gain on sale of assets                                           --       (1,868,500)
       Changes in operating assets and liabilities
       (Net of asset acquisitions):
            (Increase) decrease in receivables                  (1,025,181)         367,247
            (Increase) decrease in inventory                      (164,521)         169,342
            Increase in prepaid expenses                          (126,955)         (49,981)
            Increase in other assets                              (322,048)        (104,068)
            Increase in accounts payable and accrued                               
             liabilities                                         1,250,418           76,312
            Increase in deferred revenue                           232,492          325,821
                                                               -----------      -----------
    Net cash used by operating activities                       (2,631,851)      (1,493,780)
                                                               -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net cash paid for Blue Squirrel asset acquisition             (128,018)              --
    Net cash received from BookMaker asset acquisition              77,234               --
    Proceeds from sale of held to maturity securities            7,998,417               --
    Net cash paid for LanTec acquisition                                --       (1,803,228)
    Purchase of furniture and equipment                           (746,669)        (107,740)
    Net proceeds from sale of assets                                    --        1,868,500
                                                               -----------      -----------
    Net cash provided (used) by investing activities             7,200,964          (42,468)
                                                               -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock                          34,617          252,940
    Distributions to stockholders                               (1,504,962)              --
                                                               -----------      -----------

    Net cash provided (used) by financing activities            (1,470,345)         252,940
                                                               -----------      -----------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                 --           13,575

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             3,098,768       (1,269,733)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 5,502,223        6,204,213
                                                               -----------      -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                     $ 8,600,991      $ 4,934,480
                                                               -----------      -----------
                                                               -----------      -----------
</TABLE>

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

                                      5
<PAGE>

                         THE FOREFRONT GROUP, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1997
                                 (UNAUDITED)



NOTE 1.  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accompanying unaudited consolidated financial statements have 
been prepared in accordance with generally accepted accounting principles for 
interim financial information, and pursuant to the rules and regulations of 
the Securities and Exchange Commission.  Certain information and note 
disclosures normally included in annual consolidated financial statements 
prepared in accordance with generally accepted accounting principles have 
been condensed or omitted pursuant to those rules and regulations, although 
the Company believes that the disclosures made herein are adequate to make 
the information presented not misleading.  These consolidated financial 
statements should be read in conjunction with the consolidated financial 
statements for the year ended December 31, 1996 included in the Company's 
1996 Annual Report on Form 10-KSB. All intercompany accounts and transactions 
have been eliminated in consolidation.  The unaudited interim consolidated 
financial statements reflect all adjustments which are, in the opinion of 
management, necessary for a fair statement of results for the interim periods 
presented and all such adjustments are of a normal recurring nature.  Interim 
results are not necessarily indicative of results for a full year.

NOTE 2.  COMPUTATION OF NET LOSS PER SHARE AND COMMON EQUIVALENT SHARES

         The Company's net loss per share is based on the weighted average 
number of common shares outstanding.  Common equivalent shares are excluded 
from the per share calculations, as the effect of their inclusion is 
antidilutive.

         In March 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128, "Earnings Per Share".  
For periods ending after December 15, 1997, the Company will adopt the 
provisions of the new statement, changing from its current method of 
accounting for net loss per share as set forth in APB Opinion No. 15.  
Adoption of Statement No. 128 will require retroactive presentation of net 
loss per share in historical consolidated financial statements.  The 
Company's net loss per share presented in the accompanying consolidated 
financial statements as calculated under the provisions of APB Opinion No. 15 
is the same as if the basic net loss per share under Statement No. 128 had 
been presented.  Additionally, net loss per share as presented herein is also 
the same as if the diluted net loss per share under the provisions of 
Statement No. 128 had been presented, since the Company's outstanding stock 
options would not have been included in the calculation because their effect 
would have been anti-dilutive.

NOTE 3.  ACQUIRED RESEARCH AND DEVELOPMENT

BOOKMAKER CORPORATION

         In May 1997, the Company entered into Amendment No. 1 to the Asset 
Purchase Agreement and  Escrow Agreement ("Purchase and Escrow Agreement") 
with the principals of and successors to BookMaker Corporation ("BookMaker"), 

                                       6
<PAGE>

                  THE FOREFRONT GROUP, INC. AND SUBSIDIARIES

terminating the remaining earnout provisions of the Asset Purchase Agreement 
relating to the acquisition of the BookMaker assets by the Company, and 
releasing the escrow shares (24,837 shares) to the successors and assigns of 
BookMaker.  In connection therewith, a total of 99,134 earnout shares 
deposited in escrow at the closing were returned to the Company for 
cancellation and the remaining earnout shares (100,128) will continue to be 
held in escrow until April 1998, at which time they will be delivered to 
BookMaker's assigns.  In connection with this Amendment, the Company recorded 
a non-cash charge of $447,251 for acquired research and development costs 
primarily related to the 100,128 shares that will be released in April 1998.

LAN PROFESSIONAL INC.

    On September 29, 1997, the Company acquired Lan Professional Inc., an 
Ottawa, Canada based Company (LanTec, now Fore Front Canada) in exchange for 
$1.8 million in cash and 557,413 shares of the Company's Common Stock which 
are issuable upon exchange of an equivalent number of Exchangeable Shares of 
LanTec retained by the LanTec shareholders at closing.  The holders of the 
Exchangeable Shares of LanTec signed a lockup agreement with respect to the 
Exchangeable Shares held by them and the 557,413 shares of ForeFront Common 
Stock which may be acquired by them upon exchange of the Exchangeable Shares, 
prohibiting their sale or transfer of the Exchangeable Shares of LanTec and 
the shares of ForeFront Common Stock which may be acquired upon exchange 
thereof for a one year period following the acquisition.  A total of 81,687 
Exchangeable Shares and $50,000 of the purchase price was deposited and is 
held in escrow for one year from the closing date to cover losses due to 
breach of representations and warranties. 

    The shares of the Company's Common Stock issuable upon exchange of the 
Exchangeable Shares are reserved for issuance by ForeFront and its transfer 
agent.  Holders of the Exchangeable Shares are also entitled to dividend 
rights on the same basis as holders of the Company's Common Stock.   The 
Company agreed to register the shares of ForeFront Common Stock issuable upon 
the exchange of the Exchangeable Shares prior to the expiration of the one 
year lockup agreement, unless an exemption from registration is available at 
such time.

    The acquisition has been accounted for under the purchase method and, 
accordingly, the operating results of LanTec have been included in the 
operating results since the date of acquisition.  The purchase price has been 
allocated to the assets purchased and liabilities assumed based upon fair 
values at the date of acquisition.  The value of the shares issued in 
conjunction with the acquisition was determined by independent appraisal 
resulting in a total purchase price of $4,521,040.  The purchase price was 
allocated as follows:  

          Working capital                                 --
          Furniture and Equipment                 $  208,647
          Purchased software                      $  330,000
          Goodwill and other intangibles          $  332,393
          Acquired research and development       $3,650,000
                                                  ----------

          Purchase price, net of cash received    $4,521,040

                                       7
<PAGE>

                           THE FOREFRONT GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              SEPTEMBER 30, 1997
                                 (UNAUDITED)

    Additionally, the Company entered into employment and non-competition 
agreements with the two employee shareholders of LanTec and each received an 
option to purchase shares of the Company's Common Stock at fair market value 
on the date of acquisition.  

    The following pro forma information has been prepared assuming that this 
acquisition had taken place at the beginning of the period.  

                                                      Nine Months Ended
                                                        September 30
                                                        ------------
                                                         (unaudited)
                                                     1996           1997
                                                     ----           ----

             Net Revenues                         $ 9,757,535     $13,394,276

             Operating Loss                        (6,024,258)     (6,806,464)

             Net Loss                              (5,591,836)     (4,761,837)

             Net Loss Per Share                         (0.94)          (0.75)

             Net Income (Loss)                       (824,460)     (1,389,226)
              (excluding one time charges)

             Net Income (Loss) Per Share                (0.14)          (0.22)
              (excluding one time charges)

The pro forma financial information is not necessarily indicative of the 
results of operations if the Company and LanTec had been a single entity for 
the entire period.  

NOTE 4.  RESTRUCTURING

         In April 1997, the Board of Directors approved management's plan to 
reorganize the Company into two divisions: Technical Professional Products 
and Content Management Products and to focus more of its resources on its 
Technical Professional Products division, as well as its direct sales 
channels, both telemarketing and online.  In connection with the 
reorganization, the Company recorded a one-time restructuring charge of 
approximately $1,144,000 in the second quarter of 1997 that primarily relates 
to lease terminations, relocation costs and severance and termination costs.



                                      8
<PAGE>

NOTE 5.  COMMITMENTS AND CONTINGENCIES

         In connection with the Company's acquisition of ForeFront Canada, 
the Company assumed an operating lease for its Ottawa, Canada location for 
approximately 6,000 square feet of office space beginning September 1997 and 
expiring May 2002, with an option to terminate in May 2000.  The minimum 
commitment for this office space is approximately $65,000 annually.  The 
lessor of the office space is a corporation owned by the former shareholders 
of LanTec.

NOTE 6.  GAIN ON SALE OF ASSETS

         In September 1997, the Company sold certain of its Internet printing 
technologies under development to Hewlett-Packard Company and licensed 
additional technologies to be used in connection with ongoing development 
efforts of Hewlett-Packard, and recorded a one-time gain of $1.89 million 
(net of closing costs).  The sale proceeds consisted entirely of cash which 
was received by the Company in September 1997.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING 
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, 
AS AMENDED AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS 
AMENDED. PREDICTION OF FUTURE RESULTS ARE INHERENTLY UNCERTAIN.  ACTUAL 
RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING 
STATEMENTS.  SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, 
CONDITIONS IN THE GENERAL ECONOMY OR THE SOFTWARE INDUSTRY; CONTINUED DEMAND 
FOR THE COMPANY'S CBT AND UTILITY PRODUCTS; THE CONTINUED RAPID GROWTH OF THE 
CBT MARKET; THE TIMELY DEVELOPMENT, LICENSING, ACQUISITION, RELEASE AND 
MARKET ACCEPTANCE OF NEW PRODUCTS; THE MANAGEMENT OF GROWTH AND INTEGRATION 
OF ACQUISITIONS; THE ABILITY TO ADJUST SPENDING IN A TIMELY MANNER IN THE 
EVENT OF ANY UNEXPECTED SHORTFALL IN REVENUE; AND OTHER RISKS DESCRIBED FROM 
TIME TO TIME IN FOREFRONT'S SEC REPORTS AND FILINGS. READERS ARE ALSO 
ENCOURAGED TO REFER TO THE COMPANY'S 1996 ANNUAL REPORT ON FORM 10-KSB AND 
QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDING JUNE 30, 1997 FOR 
FURTHER DISCUSSION OF THE COMPANY'S BUSINESS AND THE RISKS AND OPPORTUNITIES 
ATTENDANT THERETO.

OVERVIEW

         The ForeFront Group, Inc. ("ForeFront" or the "Company") is a 
leading provider of educational products for the information technology 
("IT") industry. The IT market is comprised of network and personal computer 
engineers, IT managers, network administrators, and software developers.  

         ForeFront's principal educational products consist of high-quality, 
cost effective Computer Based  Training ("CBT") products, and give technical 
professionals a high-retention, comprehensive and convenient method of 
preparing for technical certification exams.  These certifications enable 
technical professionals to advance in their careers and support overall 
quality assurance within corporate IT departments.  ForeFront's current CBT 
titles include the MCSE SELF-STUDY COURSE and CNE SELF-STUDY 

                                       9
<PAGE>

COURSE, programs which provide training for certification to manage Microsoft 
Windows NT and Novell NetWare, today's dominant operating systems; and the A+ 
CERTIFICATION SELF-STUDY COURSE, which provides training for the 
most-recognized certification for PC technicians.

         In addition to the CBT titles, ForeFront publishes and markets a 
line of PC/Network utilities which enable technical professionals to diagnose 
problems, manage systems, and enhance the performance of networks and 
personal computers quickly and easily.  This line of more than a dozen 
products includes THE TROUBLESHOOTER, a comprehensive diagnostic tool for 
PC's and file servers, and RESCUE PROFESSIONAL, a popular data recovery 
solution.

         ForeFront also develops and markets a number of innovative Content 
Management Products which enable users to be more productive on the Internet. 
This product line includes CLICKBOOK and WEBPRINTER, two unique printing 
technologies; WEBWHACKER, the original off-line browsing utility; WEBSEEKER, 
a meta searching utility; and ROUNDTABLE, a real-time multimedia conferencing 
application.

         During the third quarter of 1997, the Company's CBT products 
accounted for 70% of the Company's total revenues with PC/Network utilities 
representing 21% of total revenues.  Content Management Products accounted 
for the remaining 9% of total Company revenues. The Company derives the 
majority of its revenue from its telemarketing operation in Clearwater 
Florida, which currently employs over 120 commission-only sales 
representatives.  In addition, ForeFront also distributes its products 
through its proprietary electronic storefront system, internally referred to 
as INSTANTX, and other online resellers over the Internet, international 
resellers and distributors and original equipment manufacturers ("OEMs").  
The Company also markets certain of its products through alliances with other 
computer software companies and publishers that incorporate bundled versions 
of the Company's products with the products of such other companies.

         The Company's product strategy going forward will be largely focused 
on developing and delivering educational products for the IT industry. 
Following the acquisition of LanTec, the Company's primary supplier of CBT 
titles, in September 1997, product direction and development will be centered 
out of LanTec's (now ForeFront Canada's) Ottawa, Canada office. Approximately 
25 developers are currently employed at this facility, and the Company 
anticipates increasing this number significantly in the future. Recognizing 
the increasing contribution of the CBT products to the Company's total 
revenues and the rapid adoption of CBT as the training method of choice 
for technical professionals and corporate IT departments, the Company is 
targeting opportunities in the CBT field and plans to expand its CBT product 
offering.   In addition, the Company is aggressively pursuing obtaining 
additional educational titles through exclusive and non-exclusive licensing 
arrangements as well as complementary businesses and technologies. 

                                       10
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997

RESULTS OF OPERATIONS 

         The Company's revenues increased $3,584,531 or 38% from $9,457,534 
in the nine months ended September 30, 1996 to $13,042,065 in the comparable 
1997 period.  For the nine months ended September 30, 1996, the Company's 
revenues were derived primarily through its direct telesales channel and 
through OEM agreements.  For the same period in 1997, revenues were generated 
primarily from the direct telesales channel, the Company's electronic 
storefront, retail channels in the United States and Europe and through OEM 
agreements.  Revenues from the direct telesales channel increased 
approximately $4,164,000 or 58%, while revenues from the remaining channels 
decreased approximately $580,000 or 26%, primarily reflecting the Company's 
increased focus on the Technical Professional Products which are primarily 
sold through the direct telesales channel and overall lower sales of the 
Content Management Products which were traditionally sold through the retail, 
OEM and electronic storefront channels.

         The Company's research and development expenses decreased $846,036 
or 38% from $2,202,013 in the nine months ended September 30, 1996 to 
$1,355,977 in the comparable 1997 period.  Compared to the same quarter in 
the prior year, expenses increased $325,646 in the first three months of 
1997 due to continued research and development in the Content Management 
Products Division but declined $120,229 during the quarter ended June 30, 
1997 and declined an additional $1,051,453 during the quarter ended September 
30, 1997.  The decline in 1997 was primarily due to the Company's 
reorganization in April 1997, which included a reduction in personnel and 
related expenses for the Company's Content Management Products Division as 
opposed to the increase in personnel the Company experienced during the same 
period in 1996 when the Company was making significant investments in 
research and development efforts of the Content Management Products Division. 
In addition, 1996 expenses include a one-time charge of approximately 
$410,000 due to the purchase of several software licenses intended for future 
development.  The Company expects to decrease its future research and 
development expenses in the Content Management Products Division, but will 
incur additional research and development expenses in the Technical 
Professional Products Division as a result of the Company's acquisition of 
LanTec, which will serve as the hub of the Company's research and development 
operations to develop new products, primarily computer based training 
software applications.

         Selling and marketing costs increased $3,726,342 or 70% from 
$5,331,499 in the nine months ended September 30, 1996 to $9,057,841 in the 
comparable 1997 period.  The increase was primarily due to increased sales 
personnel, sales commissions, and advertising within the Technical 
Professional Products Division as well as pre-committed advertising contracts 
within the Content Management Products Division that were entered into prior 
to the Company's reorganization in April 1997.  Future selling and marketing 
costs within the Content Management Products Division will be reduced as a 
result of the Company's reorganization; however, the Company expects to 
increase its sales and marketing staff and related expenses in the Technical 
Professional Products Division in accordance with the targeted revenue goals 
and expectations of management.  This increase will include expenses for 
ForeFront Europe Limited, the Company's Dublin, Ireland based business unit 
that initiated sales, marketing and technical support operations in October 
1997.

                                       11
<PAGE>

         General and administrative costs decreased $378,195 or 11% from 
$3,417,293 in the nine months ended September 30, 1996 to $3,039,098 in the 
comparable 1997 period.  Excluding the one-time charge of $1,558,772 for 
transaction costs associated with the merger with AllMicro, Inc. (now 
ForeFront Direct, Inc.) in July 1996 and the one time restructuring charge of 
$1,143,860 incurred in connection with the Company's reorganization in April 
1997, general and administrative expenses increased $36,717 or 2% from 
$1,858,521 in the nine months ended September 30, 1996 to $1,895,238 in the 
comparable 1997 period.  The increase was primarily due to increased 
personnel costs resulting from expanded operations in the Technical 
Professional Products Division.

         In May 1997, the Company executed the Amendment No. 1 to the Asset
Purchase Agreement and Escrow Agreement with BookMaker and agreed to release
100,128 shares of the Company's Common Stock in April 1998.  As a result, the
Company recorded additional acquired research and development costs of $447,251
during the second quarter of 1997.

         During September 1997, the Company acquired LanTec in exchange for 
$1.8 million in cash and 557,413 shares of the Company's Common Stock.  The 
Company recorded the fair market value of net assets acquired, which resulted 
in a one-time charge of $3,650,000 for acquired research and development 
costs.

         During September 1997, the Company also sold certain of its 
Internet-printing technology to Hewlett-Packard and recorded a one-time gain 
of $1.89 million (net of closing costs).

THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997

RESULTS OF OPERATIONS 

         The Company's revenues increased $1,129,661 or 31% from $3,593,750 
in the three months ended September 30, 1996 to $4,723,411 in the comparable 
1997 period.  For the three months ended September 30, 1996, the Company's 
revenues were derived primarily through its direct telesales channel and 
through OEM agreements.  For the same period in 1997, revenues were generated 
primarily from the direct telesales channel and to a lesser degree through 
the Company's electronic storefront.  Revenues from the direct telesales 
channel increased approximately $1,877,000 or 73%, while revenues from the 
remaining channels decreased approximately $747,000 or 73% reflecting the 
Company's increased focus on the Technical Professional Products which are 
primarily sold through the direct telesales channel and overall lower sales 
of the Content Management Products which were traditionally sold through the 
retail, OEM and electronic storefront channels.

         The Company's research and development expenses decreased $1,051,454 
or 86% from $1,215,853 in the three months ended September 30, 1996 to 
$164,399 in the comparable 1997 period.  The decrease was primarily due to 
the Company's reorganization in April 1997 which included a reduction in 
personnel and related expenses for the Company's Content Management Products 
Division and a one-time charge incurred in August 1996 of approximately 
$410,000 due to the purchase of several software licenses intended for future 
product development. The Company expects to decrease its future research and 
development expenses in the Content Management  Products Division, but will 
incur additional research and development expenses in the Technical 
Professional Products Division as a result of the Company's acquisition of 
LanTec, which will serve as the hub of the Company's research and development 
operations to develop new products, primarily computer based training 
software applications.

                                       12
<PAGE>

         Selling and marketing costs increased $573,020 or 28% from 
$2,013,049 in the three months ended September 30, 1996 to $2,586,069 in the 
comparable 1997 period.  The increase was primarily due to increased sales 
personnel, sales commissions, and advertising within the Technical 
Professional Products Division.  Future selling and marketing costs within 
the Content Management Products Division will be reduced as a result of the 
Company's reorganization; however, the Company expects to increase its sales 
and marketing staff and related expenses in the Technical Professional 
Products Division in accordance with the targeted revenue goals and 
expectations of management.  This increase will include expenses for 
ForeFront Europe Limited, the Company's Dublin, Ireland based business unit 
that initiated sales, marketing and technical support operations in October 
1997.

         General and administrative costs decreased $1,836,271 or 75% from 
$2,455,167 in the three months ended September 30, 1996 to $618,896 in the 
comparable 1997 period.  Excluding the one time charge of $1,558,772 incurred 
in connection with the Company's merger with AllMicro, Inc. in July 1996, 
general and administrative expenses decreased $277,499 or 31% from $896,395 
in the three months ended September 30, 1996 to $618,896 in the comparable 
1997 period.  The decrease is primarily due to the reduction in overhead 
within the Content Management Products Division.  In addition, the growth 
within the Company has been in the sales and marketing functions of the 
Technical Professional Products Division while general and administrative 
staff have not increased significantly.  

         During September 1997, the Company acquired LanTec, in exchange for 
$1.8 million in cash and 557,413 shares of the Company's common stock.  The 
Company recorded the fair market value of net assets acquired, which resulted 
in a one-time charge of $3,650,000 for acquired research and development 
costs.

         During September 1997, the Company also sold certain of its 
Internet-printing technology to Hewlett-Packard and recorded a one-time gain 
of $1.89 million (net of closing costs).

LIQUIDITY AND CAPITAL RESOURCES 

         At September 30, 1997 the Company had cash and cash equivalents of 
$4,934,480 and working capital of $3,241,717.  The Company has continued to 
finance its operating activities during the nine months ended September 30, 
1997 with proceeds from its initial public offering of common stock in 
December 1995, together with revenues from sales of product licenses.  A 
total of approximately $1,300,000 of cash was used during the nine months 
ended September 30, 1997, net of proceeds from the sale of certain  Internet 
printing technology to Hewlett-Packard (approximately $1,900,000) and the 
cash portion of the purchase price paid to the LanTec shareholders 
($1,800,000). Most of this $1,300,000 decrease was attributable to the costs 
associated with the reorganization by the Company in the second quarter of 
1997.  During the quarter ended September 30, 1997, the Company experienced 
positive cash flow on an operating basis, excluding the effect of acquired 
research and development.  As a result, the Company believes that its 
available funds will be sufficient to meet its cash requirements for the 
foreseeable future.  The Company may from time to time consider the 
acquisition of complementary businesses, products or technologies, which may 
require additional financing.

                                       13
<PAGE>

                          PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         NONE.

ITEM 2.  CHANGES IN SECURITIES

         On September 29, 1997, the Company acquired Lan Professional Inc. 
("LanTec") an Ottawa, Canada based CBT development Company, in exchange for 
cash and 557,413 shares of the Company's Common Stock issuable upon exchange 
of 557,413 shares of Exchangeable Shares of LanTec retained by the 
stockholders of LanTec.  Reference is made to the Company's Current Report on 
Form 8-K filed October 14, 1997, incorporated herein by reference as if set 
forth fully herein.

         In August 1997, the Company engaged Capital West Securities Inc. 
("Capital West") as an advisor in connection with the Hewlett-Packard and 
LanTec transactions completed during the quarter, in exchange for a flat fee 
of $15,000 and an agreement to reduce the exercise price of outstanding 
warrants to purchase an aggregate of 54,673 shares of ForeFront Common Stock 
held by certain persons associated with Capital West to $5.00 per share (from 
$9.00 per share) and to reduce the exercise period of the warrants by one 
year (to December 1999).  The Company also issued Capital West an option to 
purchase 10,000 shares of ForeFront Common Stock at $5.00 per share as part 
of the agreement.

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)  Exhibits

              Number         Exhibit
              ------         -------

              10.1           Asset Purchase Agreement by and between 
                             Hewlett-Packard Company and The ForeFront Group, 
                             Inc., dated September 22, 1997 (incorporated 
                             by reference to the exhibit attached to the 
                             Company's Current Report on Form 8-K as Exhibit 
                             10.1 as filed with the Securities and Exchange 
                             Commission on October 7, 1997).

              10.2           Acquisition Agreement between The ForeFront Group,
                             Inc., LanProfessional, Inc. and Sunil K. Sethi, 
                             Naveen Seth, Sukhdev Walia, Sunita Uppal and 
                             Jang Bhadhur Sethi dated September 29, 1997, 
                             (incorporated by reference to the exhibit attached
                             to the Company's Current Report on Form 8-K as 
                             Exhibit 10.1 as filed with the Securities and 
                             Exchange Commission on October 17, 1997).

              10.3           Escrow Agreement between The ForeFront Group, Inc.,
                             LanProfessional, Inc.  and Sunil K. Sethi, Naveen 
                             Seth, Sukhdev Walia, Sunita Uppal and Jang Bhadhur
                             Sethi dated September 29, 1997 (incorporated by 
                             reference to the exhibit attached to the Company's
                             Current Report on Form 8-K as Exhibit 10.2 as filed
                             with the Securities and Exchange Commission on 
                             October 17, 1997).

              10.4           Lockup Agreement between The ForeFront Group, Inc.
                             and Sunil K. Sethi, Naveen Seth, Sukhdev Walia, 
                             Sunita Uppal and Jang Bhadhur Sethi dated 
                             September 29, 1997 (incorporated by reference to 
                             the exhibit attached to the Company's Current 
                             Report on Form 8-K as Exhibit 10.3 as filed with 
                             the Securities and Exchange Commission on 
                             October 17, 1997).

              10.5           Support Agreement between The ForeFront Group, Inc.
                             and LanProfessional, Inc. dated September 29, 1997
                             (incorporated by reference to the exhibit attached 
                             to the Company's Current Report on Form 8-K as 
                             Exhibit 10.4 as filed with the Securities and 
                             Exchange Commission on October 17, 1997).

              10.6           Exchange Rights Agreement between The ForeFront 
                             Group, Inc., LanProfessional, Inc. and Sunil K. 
                             Sethi, Naveen Seth, Sukhdev Walia, Sunita Uppal 
                             and Jang Bhadhur Sethi dated September 29, 1997 
                             (incorporated by reference to the exhibit 
                             attached to the Company's Current Report on 
                             Form 8-K as Exhibit 10.5 as filed with 
                             the Securities and Exchange Commission on 
                             October 17, 1997).

              10.7           Employment Agreement between LanProfessional, 
                             Inc. and Sunil K. Sethi dated September 29, 1997 
                             (incorporated by reference to the exhibit attached
                             to the Company's Current Report on Form 8-K as 
                             Exhibit 10.6 as filed with the Securities and 
                             Exchange Commission on October 17, 1997).

              10.8           Additional Escrow Agreement between The ForeFront 
                             Group, Inc., McCarthy Tetrault, Sunil K. Sethi, 
                             Naveen Seth, Sukhdev Walia, Sunita Uppal and 
                             Jang Bhadhur Sethi dated September 29, 1997 
                             (incorporated by reference to the exhibit attached
                             to the Company's Current Report on Form 8-K as 
                             Exhibit 10.7 as filed with the Securities and 
                             Exchange Commission on October 17, 1997).

              10.9           Registration Rights Agreement between The ForeFront
                             Group, Inc., and Sunil K. Sethi, Naveen Seth, 
                             Sukhdev Walia, Sunita Uppal and Jang Bhadhur Sethi
                             (incorporated by reference to the exhibit attached
                             to the Company's Current Report on Form 8-K as 
                             Exhibit 10.8 as filed with the Securities and 
                             Exchange Commission on October 17, 1997).

              27             Financial Data Schedule

         (b)  Reports on Form 8-K

                                       14
<PAGE>

         A report was filed on October 7, 1997 in connection with the 
Company's sale of certain intellectual property to Hewlett-Packard Company on 
September 22, 1997.

         A report was filed on October 14, 1997 in connection with the 
Company's acquisition of LanProfessional Inc. on September 29, 1997.  






                                       15
<PAGE>

                                   SIGNATURES

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

                                         THE FOREFRONT GROUP, INC.



Date: November 14, 1997                   By: /s/ David Sikora 
                                              --------------------------------
                                              David Sikora 
                                              President and Chief Executive 
                                               Officer


Date: November 14, 1997                   By: /s/ Ernest D. Rapp
                                              --------------------------------
                                              Ernest D. Rapp
                                              Chief Financial Officer
                                              (PRINCIPAL FINANCIAL AND
                                              ACCOUNTING OFFICER)


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