SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 10-K


(Mark One)
[X}                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                   For the fiscal year ended September 30, 2000

                                          OR

[ ]                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                   For the transition period from        to

                   Commission file number:  0-29672


                              FORECROSS CORPORATION
                              ---------------------
             (Exact name of registrant as specified in its charter)


                    California                              94-2823882
                    ----------                              ----------
         (State or other jurisdiction                    (I.R.S. Employer
         incorporation or organization)                  Identification No.)

      90 New Montgomery Street, San Francisco, California               94105
    -----------------------------------------------------               -----
     (Address  of  principal  executive  offices)                  (Zip  Code)


     Registrant's  telephone  number,  including  area  code:     (415) 543-1515


Securities registered pursuant to Section 12(g) of the Act:

                                 Common Stock
                               (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   .

     Indicate  by  check  mark  if  disclosure of delinquent  filers pursuant to
Item 405 of  Regulation S-K (s229.405 of this chapter)  is not contained herein,
and will not be contained, to the best of registrant's knowledge,  in definitive
proxy or information statements incorporated by  reference in  Part  III of this
Form 10-K or any amendment to this Form 10-K.  [X]

     The  aggregate  market  value  of  the  voting   common   stock  held    by
non-affiliates of the Registrant as of December 19, 2000 was $3,862,000.   As of
December 19, 2000,  there  are 15,053,380 shares of common stock outstanding.

<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT

CAUTIONARY  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS

     This  Form 10-K of  Forecross Corporation  ("Forecross"  or the  "Company")
contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Litigation  Reform Act") that are subject to
risks and  uncertainties.  Statements  indicating  that  the  Company "expects,"
"estimates"  or "believes"  are forward-looking,  as  are all  other  statements
concerning future financial results, product offerings or other events that have
not yet occurred.  There are several important factors  that  could cause actual
results or events to differ  materially  from those anticipated by the  forward-
looking  statements contained  in this Form 10-K. Such  factors include, but are
not  limited  to, the Company's  unprofitable  operating  history  and   limited
financial resources; potential requirements for additional financing; volatility
of the Company's common stock; fluctuation of its quarterly  operating  results;
existing and potential competition;  dependence on a small  number of customers;
market size;  no  assurance  of  success of the  Company's  marketing  strategy;
no assurance of the  ability to continue product development as required  and in
a timely manner;  limited experience of management in the management of  growth;
control by officers  and  directors; dependence on key personnel; the ability to
adequately  protect its intellectual property; and general  economic and  market
conditions. Additional information on these and  other certain business concerns
is included elsewhere in this Form 10-K.


ITEM  1.     BUSINESS
--------     --------

GENERAL  BUSINESS  DESCRIPTION

     Forecross  is a  software  company  that,  together  with  our  predecessor
corporations,   has  been in business since 1982.  We develop,  market  and sell
sophisticated  software and associated services to large organizations  for  the
automated conversion ("migration") of existing business software applications to
new computing environments.    During the period from 1996 through 1999, we also
developed,   marketed  and sold  similar  software   and   services   to   large
organizations for the automated assessment and renovation  of business  software
applications that were not year 2000 compliant.


INDUSTRY  BACKGROUND

     In recent years,  dramatic and fundamental  changes have taken place in the
computer  industry.  These developments have had a significant impact on the way
in which business  applications are developed,  have extended the useful life of
existing  applications  and  have  presented  unique  challenges  to  Management
Information Systems ("MIS") departments.

     SIGNIFICANT  INDUSTRY  DEVELOPMENTS

     First,  there  has  been  a  dramatic  reduction  in  the  cost of computer
processing  power. This has led to the  "downsizing" from larger "mainframe" and
"super-mini"  computers  to  smaller  computers  capable  of processing the same
amount of work at significantly lower cost.

     Second,  standard  computing  environments,  referred to as "open  systems"
architecture,  have increasingly dominated the market.  Previously,  large scale
MIS organizations were forced to implement business  applications using database
software  and  languages   proprietary  to  particular  vendors.   Open  systems
architecture  has, to a  significant  extent,  freed the MIS  manager  from this
constraint by  permitting  the  components  of an overall  hardware and software
solution to be acquired from a number of different,  and  frequently  competing,
vendors.  Examples of these new standards include the UNIX operating system, the
database  language called SQL and programming  languages such as COBOL,  C++ and
JAVA.

     Third,  the network which each business establishes to connect the personal
computers on the desks of each  user ("clients") to  the open  systems  hardware
("servers") for business applications has  expanded  over the past five years to
include  connections  to, and often web sites on, the Internet.  The "world-wide



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web" enables a business to connect all of its employees to each other and to the
company's  vendors  and  customers easily and inexpensively.  This unprecedented
level  of  connectivity  is  driving  a  rapid  evolution  in the way businesses
inter-relate.

     Fourth, even  though there has been a decrease in the cost of some computer
hardware,  there  has  also  been  a  reduction  in  many  MIS  budgets  with no
corresponding  reduction  in  the  costs  of  software  or  technical personnel.

     Finally,  the broad-based application assessment that has been necessitated
by the year 2000 problem has brought unparalleled awareness to MIS management of
the  attributes,  costs  and  risks   inherent  in  their  business  application
portfolios.    What  has  been  discovered is a hodge-podge of environmental and
development software that has resulted in: immense, yet unnecessary, complexity;
duplicated  and high costs of ownership; and serious risks of future maintenance
failures  caused  by  a  lack  of personnel knowledgeable in the older installed
software.

     BUSINESS  IMPACT

     Existing  systems  represent  a  huge  financial  investment  and are often
functionally  rich  and  mission-critical  to  the  business.   Therefore,  many
applications  which  would have been rewritten after three to five years are now
remaining  in  service  for ten years or more.  However, due to their underlying
technologies, they may not be meeting all of the needs of the organization.  For
example,  they may not be fully integrated with newer business applications, may
have data which is not easily accessible to users,  or may operate on technology
platforms  which  are  no longer cost-effective.    Furthermore,  personnel  who
understand and  can maintain applications developed using older technologies are
becoming more difficult to find and retain, and are, therefore, more expensive.

     The  challenge  for  businesses  is to find a cost-effective way to upgrade
these  sizable  existing systems to  take  advantage of the new technologies and
platforms, such as the Internet, while preserving all of their valuable business
functionality.

     AVAILABLE  SOLUTIONS

     Our management believes that  there are three basic options available to an
MIS manager wishing to take advantage of these developments.

     One  option  is  to  acquire  commercially  available  application software
packages  specifically  designed  to  operate  on  the new technology platforms.
However,  a  suitable  package may not always be available and, even when it is,
the  new  software  package  will commonly require adaptation to the distinctive
business  policies  and practices of the user organization. In addition  to  the
initial cost of the package, these adaptations are frequently expensive and  may
take too  long to implement as well as require specialized technical  resources.

     Another  option  is  to  rewrite  the  computer source code of the existing
application   to  make it usable in the new computing  environment.  This course
is time consuming to implement, can  be  error-prone,  requires significant  and
specialized  personnel  resources  not routinely available, and  may, therefore,
be expensive and risky.

     Both  of  these  choices also involve the risk that business-specific rules
and  functionality  currently  embedded  in the existing application will not be
accurately  or  completely incorporated into the adapted software package or the
rewritten  application.

     Our products  represent a third  solution.  We have developed a proprietary
and  innovative  technology  for the automated migration and  on-going standards
compliance of existing applications. This allows businesses to replace  existing
technologies  (i.e.,  the  system  is  re-hosted  to a new  technology platform)
while  leaving the application functionally intact.  We believe that this option
will ordinarily be the least expensive and least risky alternative.


MARKET

     At its largest,  we  estimate  that  the potential worldwide market for our
products  includes  approximately  30,000  large  computer-using  organizations,


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including  the  so-called  Fortune 2,000  companies, and comparable  government,
financial services, healthcare, education and other service organizations.  Most
of  these  organizations automated their major business applications before  the
advent of current technologies.  These  organizations  characteristically have a
large  inventory  of  crucial  information  systems based on rapidly obsolescing
technology.

     We  believe  that  the  portion  of the North American enterprise computing
market  comprised of users of Computer Associates Integrated Database Management
System,  or CA-IDMS,  amounts to  approximately 275 users,  based on information
supplied in  March 2000 by  Harte-Hanks  Market  Intelligence, Inc., an industry
research   organization.     CA-IDMS  includes  a  database  management system -
CA-IDMS/DB, user interface language - CA-IDMS/DC, and fourth-generation language
- CA-ADSO which, together with  certain  other related products, were originally
developed and marketed by Cullinane  Corporation, later by Cullinet Corporation,
and  now  by Computer Associates International. Based on reports in the industry
press,  we believe that there is a growing shift  of enterprise  computing users
away from CA-IDMS and that over the next ten years a substantial  number of  the
275 users will have decided to move to newer,  more cost-effective  and flexible
computing environments.   We currently estimate that there are approximately 300
CA-IDMS users outside North America.

     In addition  to the CA-IDMS  portion of the  enterprise  computing  market,
there are also  additional  portions  related  to other  proprietary  technology
platforms.   They  include   areas  related  to  computer   languages   such  as
CA-Easytrieve from Computer  Associates, CSP from IBM Corporation,  CA-UFO  from
Computer Associates and ADF from IBM Corporation, and databases such as IMS from
IBM and  Adabas from   SoftwareAG.  We currently estimate that there are between
15,000 and 20,000 users for all of those products. These additional areas create
opportunities for us to develop other products and give us added  flexibility in
responding to changes and developments in the marketplace.


PRODUCTS

     We  have  licensed  and  delivered  our  products and ancillary services to
customers throughout North America, and in Taiwan, France, Belgium, Germany, and
South Africa. Historically, customers have included Aetna Life Insurance,  AT&T,
Bank of America NT&SA, Bank of Montreal,  Bear Stearns & Co.,  IBM  Corporation,
Home Savings of  America,  Kimberly-Clark Corporation,  New Brunswick Telephone,
Price Waterhouse LLP, Royal Bank of Canada and Union Gas Corporation. Recent and
current  customers   include  Charles  Schwab  & Company, Inc.,  Brown  Brothers
Harriman  & Co.,  Sapiens  USA., Inc.,  Ciber,  Inc.,  Electronic  Data  Systems
Corporation, BDM International (now part of TRW Inc.), Harris  Trust and Savings
Bank, and ACS, Inc.

     Our products  are  designed to  automate up to 100% of the conversion of an
existing  application.    It  has  been  our  experience that 95% or more of the
business application programs commonly found in large computerized organizations
(see "-Market") can  be  converted  with  close to  full (100%) automation.  The
remaining 5%  can usually be  processed  with a significant degree of automation
(80% or more), enough to make conversion with our products  a cost-effective and
lower risk alternative.  Converted  applications  are functionally equivalent to
their unconverted  counterparts,  and,  in our experience,  maintainability  and
performance in the new environment are typically  unaffected or enhanced.   Each
of our products includes a significant number of customization options which can
be  selected  by  the user to obtain  results closest to its specific conversion
objectives.

     During 1999, we added  two new products aimed at extending the scope of our
conversion solution offerings. One tool, called 'TestSentinel',  is used to test
the converted  applications  to ensure  that they are functionally equivalent to
their un-converted  counterparts. The  second  tool, called 'SourceSentinel', is
aimed at ensuring  that coding  standards and rules  which are  implemented when
programs are originally developed, remain in force as those programs go  through
the normal life cycle of on-going maintenance and enhancements.  These tools are
currently offered as services only.  We intend to offer end-user licenses in the
future.






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<PAGE>
UNDERLYING  PROPRIETARY  TECHNOLOGY

     Our powerful and flexible technology known as  the XCODE architecture,  has
been  refined over the last fourteen  years and forms the foundation for  all of
our products, tools, and associated services.

     Our proprietary XCODE architecture supports all of the functions ordinarily
required to automate  the  conversion of existing systems. This includes parsing
the source code,  storing  the code in a common repository, identifying areas of
the code that require technology upgrades,  transforming the old  technology and
generating revised source  code for the operation of the  application in the new
environment.

     We began  developing our technology in 1982.   The  prototype for the XCODE
architecture   was   built  in 1985  to permit  a  customer  to  convert a major
application  from a proprietary language to COBOL. The first generation of XCODE
was  developed  and  enhanced between 1985 and 1986, in connection with language
conversion  projects  undertaken for Price Waterhouse, LLP. This resulted in the
first  version  of  the  Convert/ADSO  to  COBOL  product.    In  response  to a
requirement  of  Chemical  Bank  of  New  York, a second generation of XCODE was
developed  in  1987,  resulting  in  the development of the first version of the
Convert/IDMS-DB  to  SQL  product.

     In  1990,  we  developed  the  first version of  Convert/IDMS-DC to CICS in
connection with a migration project undertaken for American President Lines.  In
the  same year,  under a contract with IBM,  the  third  generation of XCODE was
produced.   In 1992-93, in connection with a project for Cincom Systems, Inc. of
Ohio, we developed the Fastforward/VSAM to  SUPRA database conversion  software.
At that time,  all the components of XCODE were redeveloped to operate in  a  PC
environment.

     The  XCODE  architecture is modular in design.  Modular architecture refers
to  the  design  of a system into  separate components that can be connected and
combined  together  in  many  different configurations.  The strength of modular
architecture  is  that any one component can be replaced, added or moved without
altering  the  rest of the system. Our modular XCODE architecture is, therefore,
readily adaptable to the development of new migration products.  This lowers the
cost, shortens the time and reduces the risk of new product development.

     COMMERCIALLY  AVAILABLE  PRODUCTS

     We have, to date, developed nine migration products.    Migration  products
are  named  by  reference  to the  source  language or  database  and the target
language or database:

-              Convert/IDMS-DC  to  CICS    (user interface language conversion)
-              Convert/ADSO  to  COBOL    (language  conversion)
-              Convert/IDMS-DB  to  SQL    (database  conversion)
-              Convert/VSAM  to  SQL    (database  conversion)
-              Convert/CSP  to  COBOL    (language  conversion)
-              Redirect  II  COBOL/VS  to  COBOL  II    (language  conversion)
-              IMSADF  II  to Cross System Product Migration Facility  (language
               conversion)
-              Convert/IMSADF  II  to  APS/COBOL    (language  conversion)
-              Fastforward/VSAM  to  SUPRA    (database  conversion)

     We are  the  owner of six of these products.   Ownership  of  the following
products  is  shared:  IMSADF  II  to  Cross  System Product Facility,  which we
developed, but is owned jointly with IBM; Convert/IMSADF II to APS/COBOL,  which
we developed, but is owned jointly with Bank of America; and Fastforward/VSAM to
SUPRA which we developed pursuant to a Development and  License Agreement  dated
April  22, 1991, with  Cincom Systems, Inc. and  is jointly owned by the Company
and Cincom.  We and IBM have joint marketing rights to the first product, we and
Bank of America  have  joint marketing rights to the second product,  and Cincom
has exclusive marketing rights to the third product. None of these jointly owned
products is presently material to our business or near-term business plans.







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<PAGE>
     PRODUCT  DEVELOPMENT

     Our strategy in developing new migration software and services for existing
applications  is to respond to the particular needs of a specific customer after
research  has  determined  that  there is an identifiable potential for  further
licensing  of  the  product   and  delivery  of  associated  services,  to other
organizations. Before undertaking the development of a new product, we generally
require  that the customer agree to share the development cost.  One  example of
this  strategy  is  the  Convert/CSP to COBOL  product  which  was developed for
Kimberly-Clark Corporation in 1994,  under an agreement  whereby  Kimberly-Clark
contributed $300,000 of the total $350,000 in development costs. Another example
is  the  Convert/IMSADF II to APS/COBOL  product  which  was  developed  for and
financed by Bank of America in 1994 and 1995 at a cost of $480,000.

     One factor that greatly enhances our ability to employ this strategy is our
proprietary  XCODE architecture. The XCODE architecture has historically enabled
us to develop a new migration product in an average of approximately six  months
of elapsed time, with three persons employed full-time on the project.  This  is
a  considerably  shorter  and  less  costly  development  cycle than traditional
industry   experience for  products of comparable scope and complexity.  It also
allows us to fund most or all of the development cost  from the license  revenue
generated  by  the  initial development-funding  customer.

     In 1999,  we  commenced  the  development of additional tools that serve to
extend  our offerings  in  the legacy migration area.    These  tools include  a
product  for  testing  the  migrated  applications,   a  tool  for ensuring that
application  standards and  rules  remain  in  force  as  the  applications  are
maintained and  a suite  of  tools  aimed  at  moving legacy applications to the
internet.    Called  L2X-SmartXML,  these  tools  provide  the  native  software
infrastructure to enable  large-scale commerce projects to succeed with a second
generation technical solution.   SmartXML inserts the functionality for XML data
exchange directly into mainframe  programs,  eliminating  middleware, decreasing
costs and increasing business flexibility. SmartXML consists of software modules
applicable  to  mainframe CICS  programs,  batch  programs,  reports,  data file
exchanges and support for mainframe programmers.  SmartXML is available now as a
part of our product and service offerings.  We currently intend to commercialize
these tools and offer product licenses to them to our customers.

     Research and development expenses were $913,000, $728,000 and $1,520,000 in
the years ended September 30, 2000,  1999 and 1998, respectively.


PRODUCT  LICENSING

     MIGRATION  PRODUCT  LICENSING

     We grant our customers a non-exclusive,  non-assignable  license to use our
software,  including  programs,  options,  documentation,  data and information.
While  certain  provisions  in  the license agreement (e.g., as to the number of
locations  at  which  the  licensed  software may be used, and the extent of the
customer's  right  to  receive  upgrades and  enhancements  without charge) vary
according to the circumstances, certain general terms are common to all of these
agreements.  Each agreement contains a warranty by us against defects in design,
operation  and  usability  in  the  customer's  computer  environment,  and each
contains a covenant by the licensee not to attempt to decipher,  develop  source
code, copy, modify,  duplicate,  create or recreate all or any part of it except
to the extent  required by its normal  operating  procedures.  The licensee also
agrees to take reasonable  steps to prevent access by anyone whose access is not
reasonably  necessary and to ensure that authorized  persons with access refrain
from  duplicating,  reproducing  or disclosing  information  with respect to the
licensed software.

     The  license  is  granted  for  the  conversion  of  a  specified number of
application  programs,  and  may  be  terminated  on  fifteen  days  notice  for
non-payment  of  amounts payable under it, on twenty-four hours notice by either
party  if  the  other  becomes insolvent or (except in certain circumstances) if
bankruptcy or other similar proceedings are commenced against it, or it makes an
assignment  for  the benefit of creditors. The agreement is also terminable upon
fifteen  days  notice  in the event of a material breach being committed, unless
the  breach  is  cured  before  the  expiration  date  of  the  notice  period.

     COMPLETE/2000 LICENSING AND FACTORY SERVICES

     During the  first quarter of the 2000  fiscal year (October 1, 1999 through
December 31, 1999), we offered product licenses and services related to our year
2000 business. Since this activity occurred during the 2000 fiscal year which is
the  subject  of  this  document,  the  following  descriptions  of  our product
offerings are applicable.

     We offered "factory" services for customers of our Complete/2000 renovation
and confirmation software. By "factory", we mean  an array of  multiple  server-
class computers operated by a small number of computer operators, running two to
three shifts per day,  up  to  seven  days per week, depending  on work  volume.
"Factory services" also implies the methodology  by which  customer  code  flows
through  the Forecross factory, to the rules engineers for issue resolution,  to
quality assurance for final review, and back to the customer. Licenses  are  not
currently  offered.  Using the factory renovation services, a customer sends its


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application code to the Forecross factory where the code is either renovated for
year 2000-compliance,  compiled, then shipped back to  the customer  for testing
and  production  implementation,  or  analyzed  to  confirm  that all year  2000
renovations  previously  made,  have  been  made  completely and correctly.  The
factory  uses  a combination of procedures, processes  and  software that  allow
for up to 100% automation of all phases of code renovation and confirmation.


INTELLECTUAL  PROPERTY

     We have chosen to protect the intellectual  property  value of our products
and our proprietary XCODE architecture through trade secret and  confidentiality
provisions  in  our product licensing arrangements,  confidentiality  agreements
with our employees and through copyright protection for system externals such as
display formats and documentation.   Additional  protection  is  provided by the
complex nature of both the XCODE architecture, and the products themselves. This
approach  is  consistent with standard practice in the  industry,  and  provides
reasonable  assurance  against  misappropriation. Software theft, which can be a
serious  problem  in  the  consumer software  market,  is relatively rare in the
large-scale  software products market. Large corporate buyers tend not to engage
in product  piracy.  Our products are also protected against unauthorized use by
imbedded  and external  access  control codes.  However, the protection on which
we rely may not be effective. Monitoring and identifying unauthorized use of our
technology  may  prove  difficult,  and  the  cost  of litigation may impair our
ability to guard adequately against such infringement.   Our commercial  success
may  also  depend  upon our  products  not infringing any intellectual  property
rights of others and on no claims of infringement  being  made against us.  Even
if such  claims  are found to be  invalid,  the dispute  process  could  have  a
materially adverse effect on our business, results of operations and prospects.


MARKETING  AND  SALES  STRATEGY

     EXISTING  APPLICATION  MIGRATIONS

     The  developments  in  computer  technology described above (see "-Industry
Background:  Significant Industry Developments")  have  converged to produce the
need  and  create  the  opportunity  to  convert existing applications.    After
experimentation  with  different  marketing techniques,  we  decided  in 1992 to
develop and implement our own direct marketing and sales strategy.  Our strategy
includes  having  multiple product offerings to include a broad range of service
and  license alternatives that better adapt to meet the needs of the marketplace
and serve to  differentiate  us from our competitors.   Conventional  techniques
including  trade  publication notices,  direct mail,  telemarketing , and,  most
recently, our own web-site, www.forecross.com, on the internet are being used to
bring our products and their benefits to the attention of prospective customers.
Additionally,  we  have  focused  on  building  a  reference  base  of satisfied
customers.

     Recognizing  that  aversion  to risk is one of the major characteristics of
the decision making process for many MIS organizations, we have created a phased
marketing approach  to  simplify the process for potential customers to evaluate
and invest in our products.  This strategy allows a potential customer to pursue
its interest  in  automated  migration  in a series of measured steps, with each
step in the process providing demonstrable value.

     Our  principal  marketing  programs  involve  the   Migration  Alternatives
Planning Seminar ("MAPS") and either Factory Compile or License-Only  sales.

     MAPS is an  introduction,  for a fee, to the conversion  process through an
intensive  two-day  customer-site  program  for those  considering  a  migration
project.  Designed to address  conversion  issues,  it includes formal technical
briefings,  expert consulting, an evaluation of the risks, costs and benefits of
various  alternatives and a feasibility analysis of the automated migration of a
selection  of  the  customer's   application  software.   MAPS  is  promoted  by
telemarketing    and  is  conducted   by  two  senior   members  of  our  staff.
Evaluations  of prior MAPS sessions suggest that many of our MAPS customers will
decide  to  select  Factory Compile  or License-Only within twelve months of the
MAPS session.

     We offer our customers the option for us to use our proprietary software on
behalf of the customer to perform the entire conversion process,  thus relieving
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<PAGE>



the customer of the requirements for allocating the personnel and time necessary
to learn to perform the migration.   We call  this type of engagement a "Factory
Compile."    By "factory," we mean  an array of multiple server-class  computers
operated by  a  small number of computer operators,  running two to three shifts
per day, up to seven days per week, depending on work volume. "Factory services"
implies the methodology by which customer code flows to us, through the factory,
to  the  rules engineers for  issue resolution,  to  quality assurance for final
review, and back to the customer. The customer's role is  limited to testing the
converted  application  in its  new  environment.  The average  Factory  Compile
project  requires  one  senior  and  two  junior  technical  staff  members  for
approximately  four months.

     License-Only  is  an  offering  in which the customer licenses our products
and,  with  training and additional optional consulting provided by us, performs
the entire conversion process with its own personnel.  As in the Factory Compile
option,    the  customer  also  tests  the  converted  application  in  the  new
environment.    No customer has chosen the License-Only offering in the past few
years, preferring  to use our automated factory facilities.

     Although  there are no separately chargeable software license fees, Factory
Compile  projects  require  the  customer  to  sign a standard Forecross Product
License  Agreement.  For  both  offerings  (Factory Compile and License-Only), a
customer's  use  of our  products  is  limited to  the conversion of a specified
maximum  number  of  application  programs,  at  which time the license expires.


SALES  AND  LICENSING  REVENUES


     In  the  fiscal  years ended September 30, 2000, 1999, 1998 and 1997,  year
2000 assessment projects,  sales of licenses to  the Assess/2000  software,  and
fees associated with distributorships  for  Complete/2000 products  and services
accounted  for  forty-one percent,  eighty-eight percent,  sixty-two percent and
forty-two percent,  respectively, of total revenue.   Migration projects in 2000
accounted for fifty-one percent of total revenue.


COMPETITION

     The  marketplace  for  application  migrations  is served  by both software
and services vendors.  Forecross is not aware of any vendor, whether of software
or  services, who offers the degree of automated conversion  achievable  through
use  of  Forecross  products.

     SOFTWARE  VENDORS

     We believe  that  the principal focus of other software vendors has been on
the development and licensing of software which speeds the rewriting alternative
for migration. Examples of software delivering this type of  migration  solution
assistance include  ViaSoft  Inc.'s  tools  for  application re-engineering, and
Carleton  Corporation's  software  to  support data migration.  In both of these
cases,  as  in  all  others  of which we are aware, the software products do not
provide the  near-complete  and comprehensive  automated  conversion of business
applications as those performed by our products after various individual options
and parameters have been established.

     SERVICE  SUPPLIERS

     Service  organizations  such  as accounting firms and companies like  Perot
Systems,  EDS,  IBM,  Computer  Horizons  Corporation,  Case  Consult, GmbH  and
Computer Task Group offer conversion services.  Automated conversion  facilities
provided by these  service organizations  typically  embrace between 25% and 80%



                                        7
<PAGE>
of the source code, with the balance of the conversion being performed manually.
We believe that any manual conversion is subject to inconsistency, high risk  of
error, high cost and delays.   Since they are service providers, these companies
tend to focus on turnkey projects costing several millions of dollars which can,
therefore, support the high manpower costs involved.

     Since  our  software automates significantly more of the conversion (95% to
100%)  than  can be achieved with other products, we believe that we are able to
compete effectively with such service suppliers.  We typically price our Factory
Compile offering (see "-Marketing and Sales Strategy") below  the  prices quoted
by the service suppliers who perform conversions.   We believe that  our Factory
Compile offering  can  be marketed successfully,  because it can be presented to
the  marketplace  as  the  solution which uses a significantly greater degree of
automation  than  is  offered by service suppliers,  thereby reducing the costs,
time and risks of the project.

     COMPETITIVE  EXPERIENCE

     Our experience in the competitive bidding process employed by many  of  our
prospective customers leads us to believe that we have a price advantage  over a
majority  of the other bidders. Other bidders' costs are typically higher due to
their  dependence  on skilled people,  as  compared with our  dependence on less
costly automation.   However, we  have not historically  enjoyed the same degree
of  market  recognition  as  many of our large competitors, such as the national
consulting or accounting firms against whom we often compete.

     Until  the  emergence  of  the  year  2000  problem, some customers did not
embrace the idea that automation could help them solve their problem. We believe
that  such  uncertainty  would sometimes cause a customer to award a contract to
the more recognizable  bidder, in spite of the higher price. This extra cost was
often viewed  as an "insurance policy" against  any problems in the future.   We
have observed a shift in this trend over the past years, and many customers  now
will  not  entertain  bids  which  do not contain the use of automated  software
tools.   We believe  that we have the capability  to  compete  favorably because
of these trends,  and  because  we have  steadily built our reputation  and name
recognition over the same period of time.


COMPETITIVE  POSITION

     It  is  possible  that  other software or services companies may attempt to
develop  new  proprietary conversion software or service offerings or to enhance
existing  proprietary  conversion  software   or  service  offerings, to compete
directly in our chosen market. There are, in addition, certain other elements of
risk  which  bear  upon  our competitive position (see "Management's  Discussion
and Analysis of Financial Condition and  Results of Operations: Certain Business
Concerns:  Additional   Financing;  Competition;  Market Size;  No  Assurance of
Success  of  Marketing Strategy; Product Development; and  Limited Experience of
Management  in  the  Management of Growth").     Moreover,  (as indicated  under
"-Industry Background: Available Solutions") there are alternatives to migration
as  a  means of adapting to technological change, and there can be no  assurance
that  enterprise  computing  users  will  not  prefer one of these alternatives.

     It is difficult for us to assess how many potential customers have  availed
themselves  of the other  alternatives  (i.e.,  the  purchase  of a new software
package that  operates on  new  technology  platforms or rewriting the  computer
source code),   since  we  do not actively track  prospects who fail to meet our
initial  sales qualification criteria.  Among qualified prospects who ultimately
do not purchase from us, the rewriting option generally prevails.


CORPORATE  HISTORY  AND  EMPLOYEES

     CORPORATE  HISTORY

     We were formed  on  January  1, 1987 by a merger pursuant to the provisions
of the California Corporations Code  of two predecessor corporations, Jonescast,
Inc.,   and  its  wholly  owned  subsidiary,   Genasys  Software  Systems,  Inc.
(subsequently renamed Genasys Technologies, Inc., and later changed to Forecross
Corporation), each incorporated under the laws of California in June, 1982. As a
result  of  the merger, we succeeded to the business that had been carried on by
the  predecessor  corporations  since  1982.    References  in this Form 10-K to
Forecross  Corporation,  Forecross,  or the Company should be taken to include a
reference to its predecessor companies.

                                        8
<PAGE>
     EMPLOYEES

     As  of  September 30, 2000,  we  had  32  employees.   Of these, seven work
primarily in the Factory, five are engaged primarily in research and development
work, three are in project management, four are in technical support of customer
projects, two are in quality assurance,  six are in sales and marketing and five
are in  finance  and  administration. All employees are required to enter into a
Confidentiality and Proprietary Rights Agreement  which  requires  that they not
disclose any confidential information,  restricts  their right to engage or have
an  interest in  competing businesses, and requires them to promptly disclose to
us the product of all  work done by them  while  employed  by and for us, and to
assign to us all rights in such work product.

     BACKLOG

     Backlog was $993,000 at September 30, 2000  as compared  to  $1,172,000  at
September 30, 1999.   (See  "Management's  Discussion  and Analysis of Financial
Condition  and  Results of Operations.)


ITEM  2.     PROPERTIES
--------     ----------

     Our principal executive offices  are  located  at 90 New Montgomery Street,
San Francisco,  California  94105,  where we  occupy approximately 10,200 square
feet of leased space under two leases which expire in December 2001. Annual base
rent under the leases is approximately $298,000. We also maintain a sales office
in Salem,  New Hampshire,  and a small apartment in San Francisco for use by our
out-of-town staff while visiting the executive offices.

     On August 4, 1999,  we  entered  into  a sublease agreement, under which we
sublet  approximately  2,500 square feet  of  unused  office  space  at  90  New
Montgomery Street  for  a period of twenty-eight months.     This  agreement was
entered into with the approval of our landlord.  The space currently occupied by
our staff is adequate for our needs.



ITEM  3.     LEGAL  PROCEEDINGS
--------     ------------------
     None.



ITEM  4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------     ---------------------------------------------------
     None.



ITEM  5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
--------     -------------------------------------------------------------
             MATTERS
             -------

     As of September 30, 2000,  we had issued  and outstanding 15,053,380 shares
of Common Stock held of record by 98 shareholders. Our Common Stock is traded on
the Over-the-Counter/Bulletin Board market under the symbol FRXX.  The Over-the-
Counter/Bulletin Board  quotations  reflect  inter-dealer prices, without retail
mark-up,  mark-down  or  commission,   and may not necessarily represent  actual
transactions.  From August 1994 to October 28, 1998, our Common Stock was listed
on  the Vancouver Stock Exchange under the symbol FRX.U.    Listed below are the
high and low bid prices ( U.S. dollars)  for our Common Stock  for  the  periods
indicated.








                                        9
<PAGE>
<TABLE>
<CAPTION>

THREE MONTHS ENDED   HIGH    LOW
------------------  ------  ------
<S>                 <C>     <C>

09/30/00 . . . . .  $ 2.00  $ 0.56
06/30/00 . . . . .    2.66    0.72
03/31/00 . . . . .    5.81    0.27
12/31/99 . . . . .    0.75    0.11

09/30/99 . . . . .  $ 0.70  $ 0.27
06/30/99 . . . . .    0.91    0.19
03/31/99 . . . . .    1.50    0.45
12/31/98 . . . . .    3.00    1.00

</TABLE>

     We have not paid any dividends to date and do not anticipate that any  cash
dividends will be declared in the foreseeable future.

     RECENT  SALES  OF  UNREGISTERED  SECURITIES
     The  following  table  sets  forth  information  regarding our issuances of
Common Stock during the three years ended September 30, 2000.

<TABLE>
<CAPTION>

NUMBER OF SHARES  GROSS PROCEEDS ($U.S.)   NATURE OF CONSIDERATION
----------------  -----------------------  -----------------------
<C>               <C>                      <S>
          12,000                   48,000  Cash(1)
          10,000                        0  Surrender of rights(2)
         418,332                  313,750  Cash(3)
       1,175,000                  235,000  Cash(4)
         613,530                1,632,000  Cash(5)
       1,063,006                2,827,596  Conversion of notes payable, expenses(6)
           9,900                   19,800  Exercise of options(7)
<FN>
1.     These  shares  were issued in October and November 1997 upon the exercise
of warrants issued in connection with the private placement of 282,000 shares in
December  1996.
2.     These shares were issued to warrant holders in exchange for the surrender
of certain demand registration rights held by the warrant holders.
3.     These shares were issued January 1999 in a  private  placement of 418,332
shares at $0.75 per share.    We also issued to the  placement agent, in lieu of
cash,  warrants to purchase 35,000  shares of common stock  at  $0.75 per share,
expiring in five years.  We incurred $22,933 of costs related to this sale.
4.     These shares  were  issued  between  December 1999  and January 2000 in a
private placement of 1,175,000 shares at $0.20 per share.   We incurred  $18,626
in costs related to this sale.
5.     These shares  were issued in March 2000 in a private placement of 613,530
shares  at $2.66 per share.   We incurred $36,099 in costs related to this sale.
With each share, we also issued a warrant to purchase one half share of stock at
$2.66 per share, expiring in three  years.  We also issued to a finder  warrants
to purchase 200,000  shares of common stock at $2.66 per share, expiring in 3
years.
6.     These shares were issued in March 2000 to certain of our  senior officers
and employees,  year 2000 distributors and a director,  converting Company  debt
from loans, deferred payroll, travel  expenses and year 2000 distributor revenue
sharing to equity at a conversion price of $2.66 per share.  With each share  we
also  issued  a warrant to purchase one half share of stock  at $2.66 per share,
expiring in three years.
7.     These  shares  were  issued  in  April 2000 upon the exercise of employee
stock options. 9,900 shares were issued at $2.00 per share
</TABLE>

     We have  issued shares of our Common Stock to certain employees  (including
officers) pursuant to our compensation benefit plans. The transactions described
in  this  paragraph  were  exempt  from  the  registration  requirements  of the
Securities Act based upon Rule 701 promulgated thereunder.


                                         10
<PAGE>
ITEM  6.     SELECTED FINANCIAL DATA
--------     -----------------------

     The  selected  financial  data set forth  below with  respect to the fiscal
years ended  September  30, 2000, 1999, and 1998 and the balance  sheet data  at
September  30, 2000, and 1999 are derived from the audited  financial statements
included elsewhere in this Annual Report. The financial data for the years ended
September  30, 1997 and 1996 and the balance  sheet data at September  30, 1998,
1997 and 1996 are derived from audited financial statements not included in this
Annual Report.  The  information  set  forth below should be read in conjunction
with the audited  financial  statements  and  notes  included  elsewhere in this
Annual Report and Management's  Discussion and Analysis of  Financial  Condition
and Results of Operations included elsewhere herein.

<TABLE>
<CAPTION>
                                                              YEAR ENDED
                                                             SEPTEMBER 30,
                                 --------------------------------------------------------------------
                                     2000          1999          1998          1997          1996
                                 ------------  ------------  ------------  ------------  ------------
STATEMENT OF OPERATIONS DATA:

<S>                              <C>           <C>           <C>           <C>           <C>
Net revenues:
   Services and maintenance . .  $ 3,393,802   $ 2,915,347   $ 6,623,752   $ 4,930,456   $ 2,199,672
Software licenses and
   distributorship fees
   - related parties. . . . . .      544,995       545,004       545,000       844,582       200,000
                                 ------------  ------------  ------------  ------------  ------------
   Total net revenues . . . . .    3,938,797     3,460,351     7,168,752     5,775,038     2,399,672
Cost of services and
   maintenance including fees
   to related parties of $18,000
   $166,000, $346,000, $213,000,
   and $0, respectively . . . .    1,355,671     2,745,733     4,419,347     3,366,608     1,431,489
                                 ------------  ------------  ------------  ------------  ------------
Gross margin. . . . . . . . . .    2,583,126       714,618     2,749,405     2,408,430       968,183
                                 ------------  ------------  ------------  ------------  ------------
Operating expenses:
   Sales and marketing
     including fees to related
     parties of $55,000,
     $497,000, $1,037,000,
     $640,000, and $0,
     respectively . . . . . . .      719,843     1,047,300     1,838,126     1,490,479       711,545
   Research and development . .      913,064       728,239     1,520,709     1,006,768       253,743

   General and administrative .    1,913,832     1,116,528     1,413,312       887,039       332,500
                                 ------------  ------------  ------------  ------------  ------------
Total operating expenses. . . .    3,546,739     2,892,067     4,772,147     3,384,286     1,297,788
                                 ------------  ------------  ------------  ------------  ------------
Loss from operations. . . . . .     (963,613)   (2,177,449)   (2,022,742)     (975,856)     (329,605)
Other (expense), net  . . . . .     (313,251)     (553,131)     (305,110)      (68,855)     (129,141)
                                 ------------  ------------  ------------  ------------  ------------
Loss before provision
   for income taxes . . . . . .   (1,276,864)   (2,730,580)   (2,327,852)   (1,044,711)     (458,746)
Provision for income taxes. . .            -          (800)         (800)         (800)       (2,300)
                                 ------------  ------------  ------------  ------------  ------------
Net loss. . . . . . . . . . . .  $(1,276,864)  $(2,731,380)   (2,328,652)  $(1,045,511)  $  (461,046)
                                 ============  ============  ============  ============  ============
Net loss per share. . . . . . .        (0.09)  $     (0.23)        (0.20)  $     (0.09)  $     (0.04)
                                 ============  ============  ============  ============  ============
Dividends . . . . . . . . . . .            -             -             -             -             -
                                 ============  ============  ============  ============  ============
Shares used in computing
per share data. . . . . . . . .   13,951,186    12,060,919    11,761,920    11,681,035    11,370,804
                                 ============  ============  ============  ============  ============
BALANCE SHEET DATA:
Cash and cash equivalents . . .  $    18,833   $     2,740   $    98,249   $   275,243   $    99,427
Working capital (deficit) . . .   (1,246,989)   (4,317,171)   (1,735,813)      442,765    (1,077,531)
Total assets. . . . . . . . . .    1,516,422       812,307     1,995,719     3,301,051       726,896
Deferred revenue, long-term . .      415,419       980,418     1,545,417     2,110,417             -
Long-term debt and capital
 lease obligations (net of
 current portion) . . . . . . .      102,692       769,892       673,059             -       223,923
Shareholders' deficit . . . . .   (1,339,270)   (5,678,877)   (3,276,564)     (995,912)   (1,120,649)


</TABLE>
                                        11
<PAGE>
ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
--------     -------------------------------------------------------------------
             RESULTS OF OPERATIONS
             ---------------------

     The following  summary  of  our material  activities  for  the  years ended
September  30,  2000,  1999 and 1998  is  qualified   by,  and  should  be  read
in  conjunction  with  more  detailed   information  along  with  the  financial
statements  and related  notes  and other information  contained in this report.
Each  recipient of this document  is  urged to read it in its entirety.

     The financial results reported herein do not indicate the financial results
that we may achieve  in  any  future  period.  Other  than  the historical facts
contained in this document, this Annual  Report  contains  statements  that  are
forward-looking, such as statements  relating  to  plans  for future activities.
Such forward-looking information involves important risks and uncertainties that
could significantly affect results in the future and, accordingly, such  results
may differ from those expressed in any forward-looking statements made by  or on
our behalf.   These  risks and  uncertainties  include  concentration of credit,
outstanding indebtedness, dependence on  expansion,  activities  of competitors,
changes in federal or state laws and the administration of such laws, protection
of  trademarks  and  other  proprietary  rights and the general condition of the
economy  and  its  effect on the  securities  markets.    See  "Certain Business
Concerns."


BACKGROUND  AND  OVERVIEW

     From the  commencement of operations of our  predecessor  companies in June
1982,  our  goal has  been to  focus a  small  group  of  skilled technicians on
providing   automated   solutions  to  the  specialized   niche requirements  of
the MIS  departments  of  medium  to large  enterprise  computing  organizations
seeking to adapt their business applications software  to a changing technology,
economic and business environment.

     From  1982 through 1988, we developed  and  licensed  specialized migration
software products to service providers and other  software  vendors for delivery
to the  MIS  marketplace.    Our customers  during  this  period  included Price
Waterhouse,  LLP,    KPMG  Peat  Marwick,   IBM Corporation,   On-Line  Software
International,  Inc., Pansophic Systems, Inc., Fujitsu, Ltd., Sterling  Software
and  Cincom  Systems,  Inc.

     From 1989 through 1992, our revenues were derived from software development
contracts with other software vendors, royalties from  various consulting firms,
and software product license fees.   At the same  time, we  continued to develop
additional commercial migration software products.

     From  1992  through 1997, we developed and implemented a strategy of  using
internal  sales and marketing resources instead of relying upon  third  parties,
and  focused  on  pursuing  migration  services  contracts  as compared  to  the
previous  focus on development contracts.  Major customers using our   migration
services  have  included  Bank of Montreal,  Bear Stearns,  Kimberly Clark,  New
Brunswick  Telephone  and  Union  Gas.

     In addition to the  migration  services  contracts,  and in response to our
customers' year 2000 migration demands and using the technology we had developed
over  the  past  fifteen  years,   during  1996   and  1997  we  introduced  our
Complete/2000  software  products  and  related services and methodologies.   In
June  1996,  we authorized  our first  exclusive  distributorship  and  sold our
first software license for the Assess/2000 product.   Initial  customer projects
commenced  during  fiscal 1997.   During  1997,  additional  sets of Assess/2000
licenses were sold, additional exclusive distributorships were  authorized,  and
additional  customer  projects were signed and commenced.  We recognize the fees
associated  with  exclusivity,   software  licenses,   technical  training   and
maintenance and support over the contractual term.

     In 1999,  we  commenced  the  development of additional tools that serve to
extend  our offerings  in  the legacy migration area.    These  tools include  a
product  for  testing  the  migrated  applications,   a  tool  for ensuring that
application  standards and  rules  remain  in  force  as  the  applications  are
maintained and  a suite  of  tools  aimed  at  moving legacy applications to the
internet.    Called  L2X-SmartXML,  these  tools  provide  the  native  software



                                        12
<PAGE>
infrastructure to enable  large-scale commerce projects to succeed with a second
generation technical solution.   SmartXML inserts the functionality for XML data
exchange directly into mainframe  programs,  eliminating  middleware, decreasing
costs and increasing business flexibility. SmartXML consists of software modules
applicable  to  mainframe CICS  programs,  batch  programs,  reports,  data file
exchanges and support for mainframe programmers.  SmartXML is available now as a
part of our product and service offerings.  We currently intend to commercialize
these tools and offer product licenses to them to our customers.



RESULTS  OF  OPERATIONS


     YEAR ENDED SEPTEMBER 30, 2000 COMPARED TO YEAR ENDED SEPTEMBER 30, 1999

     Total revenue  for the  year  ended  September 30, 2000  was  $3,939,000 as
compared  to  $3,460,000  for  the same  period  of  1999,  an  increase of 14%.
Migration services revenue  for the year  contributed $2,048,000 as compared  to
$248,000 a year ago, due primarily to the signing and execution of two contracts
during 2000.  Year 2000  services  revenue accounted for $1,077,000 of the total
as compared to $2,507,000 for the same period of 1999.  Revenue  from consulting
totaled  $270,000  as  compared  to  $160,000  in  1999,   and  revenue from the
amortization  of  deferred year 2000  distributor  licenses and fees remained at
$545,000 for  both  periods.  Project revenue  is  recognized  on  the  cost-of-
completion method, using estimates of the costs remaining. Total revenue for the
three months ended September 30, 2000  was  $1,016,000  as  compared to $837,000
for  the  same  period in 1999.  Backlog  was $993,000 at September 30, 2000 and
$1,172,000 at September 30, 1999.

     Gross margin was $2,583,000 and $715,000 for years ended September 30, 2000
and 1999, respectively.  Gross margin  percentages  were  66% and 21%  for these
periods.  The increased gross margin percentage was due to reductions in cost of
revenue and reflects, in part, efforts over the  past  year to control costs and
improve  efficiencies  through attrition  and by  adjusting staff levels for the
reduction and end of year 2000 business, reductions in contractors, and the  end
of fees to year 2000 distributors.

     Sales  and  marketing expenses  were $720,000  for  2000 and $1,047,000 for
1999.   Year  2000  distributor commissions,  which ended  at December 31, 1999,
accounted for $442,000 of the change between years.

     Research  and  development  expenses were $913,000  for 2000 as compared to
$728,000 in the prior year, which reflect the increase in development efforts in
2000 for enhancements to our migration products and new XML-related offerings.

     General and administrative expenses were  $1,914,000 and $1,117,000  at the
respective  year ends. Most of this increase was due to  non-recurring  $652,000
non-cash  compensation  expenses  related  to the issuance  of common  stock and
warrants in a March 2000 private  placement,  and the value assigned to  options
issued to consultants in April 2000.  The $652,000 non-cash compensation expense
was initially reported as $954,000 in our filings on Form 10Q for the March  and
June 2000 periods due to a clerical error in calculating the Black-Scholes value
of the warrants related to the transaction.

     Net interest and other expense was $313,000 for  the  year  ended September
30, 2000,  as compared to $553,000 in 1999.  This reduction reflects the benefit
of the conversion of much of our non-bank debt to equity in March 2000, and  the
reduced use of bank borrowings.

     The  overall  net loss for  the year was  $1,277,000  or $0.09 per share in
2000, and  the  loss was $2,731,000 or  $0.23 per  share in  1999,  based on the
weighted average number of shares outstanding during the respective periods. The
net loss for the three months ended September 30, 2000 was $147,000 or $0.01 per
share compared  to the  net loss of  $853,000 or $0.07  per  share for  the same
period in 1999.

The provision for income tax expense is the tax payable for the period  plus the
change during the  period  in deferred  tax assets  and liabilities.  Due to the
uncertainty of realization, a valuation allowance has been provided to eliminate
the net deferred tax assets at September 30, 2000 and 1999 (see Notes 2 and 7 of
Notes to Financial Statements).



                                        13
<PAGE>




     YEAR ENDED SEPTEMBER 30, 1999 COMPARED TO YEAR ENDED SEPTEMBER 30, 1998

     Revenue  for   the  year  ended  September  30,  1999  was   $3,460,000  as
compared  to  $7,169,000 for the  same  period in 1998, a decrease of $3,709,000
or 52%. The components  of this reduction were a decrease in  migration services
revenue  of  $2,287,000  and   a  decrease  in  year 2000  services  revenue  of
$1,422,000.  While  it  is  possible  that  we  may  obtain additional year 2000
business  in  fiscal  year 2000,  it  is  not  likely  that  our future revenues
will  consist  of year 2000  revenues.  One project, which began in 1997 and was
completed  in  February 1999,   and  which involved both migration and year 2000
services, provided  $386,000 in revenue in 1999  compared to $2,804,000 in 1998.
Also  contributing  to  the  reduced  year  2000  revenue was  the fact that the
majority of year 2000 projects completed in 1999 were the lower priced  and less
difficult confirmation audits rather than renovations.   Backlog  was $1,172,000
at September 30, 1999, as compared to $531,000 at September 30, 1998.

     The increase in backlog is attributable primarily to the signing of several
contracts near the end of September 1999, including  a  consulting  project  for
$200,000 and a migration project for $150,000.    Because  year 2000  contracts,
unlike application migration  projects, are generally of much  shorter duration,
typically completed in eight weeks or less, a project may be booked,  recognized
and completed without appearing in the quarterly or annual backlog amount.

     Gross  margin was $715,000 and $2,749,000  in 1999  and 1998, respectively.
The gross margin percentage was 21% in 1999 and 38% in 1998.    Cost  of revenue
was reduced to  $2,745,000 in 1999 as  compared  to  $4,420,000  in  1998,  with
$837,000 of the reduction coming from  eliminating  the  use  of  subcontractors
and consultants which were primarily involved in migration work, and $384,000 of
the reduction coming from salaries and benefits. While the revenue from the year
2000  products  and  services  made  up  the  bulk of  1999 revenue,  it has not
reached  the  level  anticipated  by  the  Company  and industry in general.  We
maintained substantial resources in 1999 to  address  the  year 2000 market, and
the lower than anticipated level of revenue adversely impacted  gross margins.

     Sales and  marketing  expenses  were  $1,047,000  in  1999  as  compared to
$1,838,000 in  1998.  Distributor  fees  were  $497,000  in  1999 as compared to
$1,037,000  in  1998.  Decreases in commissions on  migration  business  reduced
expenses by $172,000 between 1999 and 1998.

     Research and  development  expenses  decreased  to $728,000  in  1999  from
$1,521,000  in  1998, due  to a decrease in the  number of  personnel to support
our  development  activities  associated  with  the  Complete/2000  product  and
enhancements to existing software products.

     General and administrative  expenses were $1,117,000 and $1,413,000 in 1999
and  1998,  respectively,  reflecting reductions in personnel and decreased  use
of  legal,  audit, and   other  professional  services  in  connection  with our
Form 10 registration  statement completed in  1998.

     Net  interest  expense  was  $553,000 for the year ended September 30, 1999
as  compared  to  $305,000  in  1998, reflecting  the  increased  use in 1999 of
short-term receivables  financing, loans  from senior officers  of  the  Company
to meet our  working  capital needs, and  interest  accrued  on  revenue sharing
amounts due to distributors.

     The overall net  loss for the year ended  September 30, 1999 was $2,731,000
or $0.23 per share compared with a loss of $2,329,000 or $0.20 per share for the
year ended  September  30, 1998, based on the  weighted average number of shares
outstanding during  the respective  periods.   The net loss for the three months
ended  September 30, 1999 was $853,000 as compared to a net loss of  $669,000 in
1998. The net loss per share  was $0.07 for the three months ended September 30,
1999, $0.06 for the comparable period in 1998.

     The provision for income tax expense is the tax payable for the period plus
the change during the period in deferred tax assets and liabilities.  Due to the
uncertainty of realization, a valuation allowance has been provided to eliminate
the net deferred tax assets at September 30, 1999 and 1998 (see Notes 2 and 7 of
Notes to Financial Statements).

                                       14
<PAGE>



LIQUIDITY  AND  CAPITAL  RESOURCES

     Through  September  30, 2000,  we  have  sustained  recurring  losses  from
operations and, at September 30, 2000,  we  had a  net capital  deficiency and a
net working capital deficiency.  These conditions raise substantial doubts about
our ability to continue as a going concern. See note 1 of the notes to financial
statements.  The  opinion  of  our independent certified  public  accountants on
the audited  financial  statements  for  the  year ended September 30, 2000 also
contained an explanatory  paragraph  regarding  this doubt about our ability  to
continue as a going concern.

     For the year ended September 30, 2000, operations were  funded primarily by
cash  derived from the sale of stock  in  two private placement transactions, by
deferrals of senior employee compensation, and  by a  loan from a related party.
See note 8 of the notes to the financial statements.   During the  quarter ended
March 31, 2000, we also converted a significant  amount  of  our debt to equity.
We believe this move strengthens our balance sheet, reduces interest expense and
improves  our future  ability, as  needed, to  obtain  additional  financing and
attract investors.

     The  need  to  obtain additional funds through a private placement of stock
was required due to our expected transition period between the  end of year 2000
contract business and the resumption of our core migration business.  While many
companies completed their year 2000 analysis and renovation work well in advance
of  the  December 31, 1999  deadline, we believe  that  most companies postponed
consideration  and  commencement of  new migration  projects  until  the  actual
outcome of the year 2000 issue was known.    Additionally,  we believe that many
companies  are  re-evaluating  the  status and  direction  of  their information
systems investments based on the analysis performed for year 2000 and  the rapid
paradigm shift towards web-oriented and capable businesses.

     We  are  aggressively  pursuing  new  opportunities for migration services,
including developing products and services specifically marketable to businesses
currently  using  legacy  systems  but  needing  to migrate to more web-friendly
platforms.    We  expect  additional  revenue  in  the  first  quarter of fiscal
2001 from some of the migration contracts currently  under negotiation.   We are
closely  monitoring  our sales pipeline, work  in progress, collections and cash
requirements to determine whether the existing sources of financing are adequate
to support our operations or whether  additional  means of financing,  including
debt or equity financing, may be required  to satisfy  our working  capital  and
other cash requirements.

     If we  can  obtain  the anticipated level of new business, and continue the
use of  short-term  receivables  financing, we  believe  we will have sufficient
funds  to meet  our  needs  through  the  balance  of  fiscal  2001.   Cash from
operations and the  other sources described above may not be achieved or may not
be sufficient for our needs.

     A  factoring  agreement with  a  financial organization allows us to obtain
financing by borrowing against our accounts receivable on a recourse basis.   At
September  30,  2000, $501,000  was  outstanding  under  the  agreement  and  at
September 30, 1999, $861,000 was  outstanding.   The agreement,  established  in
October 1995, may be terminated by either the factor or us at any time.

     In  August 2000,  we  received a  loan in the amount  of  $100,000  from an
employee of the company.   The  loan  is  for a term of two years, is secured by
the  XML  software  technology developed and owned  by  Forecross,  and  accrues
interest at a rate of 11.5% per year.

     We anticipate that our capital expenditures for fiscal 2001 will be between
$25,000 and $50,000.

     Cash and  cash equivalents  on  hand  at  September 30, 2000  were  $19,000
as compared to $3,000 at September 30, 1999.


                                       15
<PAGE>

RECENT  ACCOUNTING  PRONOUNCEMENTS

In June 1998, the FASB issued SFAS 133,  Accounting  for Derivative  Instruments
and Hedging Activities. SFAS 133 requires companies to recognize all derivatives
contracts as either assets or liabilities in  the  balance  sheet and to measure
and to measure them at fair value.  If certain conditions are met, a  derivative
may be specifically designated as a hedge, the  objective  of  which is to match
the  timing  of  gain or loss  recognition  on the  hedging  derivative with the
recognition  of (i)  the changes  in  the  fair  value  of  the  hedged asset or
liability that are attributable to the hedged risk or (ii) the  earnings' effect
of the hedged forecasted transaction.   For  a derivative  not  designated  as a
hedging instrument, the gain or loss is recognized  in  income in  the period of
change.    In  June 1999,  the FASB issued SFAS 137,  Accounting for  Derivative
Instruments and Hedging Activities  -  Deferral  of  the  Effective Date of FASB
Statement No. 133, which amends SFAS 133 to be effective for all fiscal quarters
of  all  fiscal years beginning after  June 15, 2000.   In June 2000,  the  FASB
issued SFAS 138, Accounting for Derivative Instruments and Hedging Activities  -
An Amendment of FASB Statement No. 133,  which addressed  certain implementation
issues of SFAS 133.

Historically, the Company has not entered into derivatives  contracts  either to
hedge existing risks or for speculative purposes.  Accordingly, the Company does
not  expect  adoption  of  this  new  standard  to have a material impact on its
financial position, results of operations or cash flows.

In December 1999,  the  SEC  staff  released Staff Accounting Bulletin (SAB) No.
101, Revenue Recognition in Financial Statements,  which  provides  interpretive
guidance on the recognition, presentation and disclosure of revenue in financial
statements.  SAB 101 must be applied to financial Statements no  later  than the
quarter ended September 20, 2000.    There  was  no  material  impact  from  the
application  of  SAB  101  on  the  Company's  financial  position,  results  of
operations or cash flows.

In March 2000, the FASB issued  Interpretation No. 44 (FIN 44),  Accounting  for
Certain  Transactions  Involving  Stock Compensation,  an  interpretation of APB
Opinion No. 25.  FIN 44 clarifies the application of Opinion NO. 25 for  (a) the
definition  of  an  employee  for  purposes  of applying Opinion No. 25, (b) the
criteria  for  determining  whether a plan qualifies as a non-compensatory plan,
(c)  the  accounting  consequences  of  various  modifications to the terms of a
previously fixed stock option or award,  and  (d) the accounting for an exchange
of stock compensation awards in a business combination.  FIN 44 became effective
July 2, 2000,  but  certain  conclusions  cover specific events that occur after
either December 15, 1998,  or January 12, 2000.   FIN 44 did not have a material
impact on the Company's financial position, results of operations or cash flows.


CERTAIN  BUSINESS  CONCERNS

     UNPROFITABLE  OPERATING  HISTORY  AND  LIMITED  FINANCIAL  RESOURCES

     We have not historically  been profitable, and as of September 30, 2000, we
had  suffered  cumulative  operating  losses  aggregating   $12,000,000, and  at
September 30, 2000, we had a net capital deficiency  and  a  net working capital
deficiency.   These  conditions  raise substantial  doubts  about our ability to
continue as a going concern. During fiscal 2001, we intend to meet  our  working

                                        16
<PAGE>
capital and other cash  requirements  with cash derived  from operations, short-
term receivables, and other financing as required. In addition, we must continue
to  improve  the  efficiency  of our operations to achieve and maintain positive
cash  flow  from operations. (See "-Liquidity and Capital Resources," and Note 1
of  Notes to Financial Statements).   There  is no assurance, however, that cash
from operations and the other sources  described above will be  achieved or will
be  sufficient for our needs, nor that we will be able to achieve  profitability
on a  consistent basis.


     ADDITIONAL  FINANCING

     We  may  require  additional funds  to  continue  product  development  and
marketing, and to support our working capital requirements.   We  may seek  such
additional financing through private placements of debt or equity financing, and
through  collaborative  arrangements  with others.   If  adequate  funds are not
available when  required  or on  acceptable  terms, we may be required to delay,
scale  back  or  eliminate  our  product  development  activities  and sales and
marketing  efforts,  which  would  adversely  impact  our  ability to obtain new
business.   If this were to  become   necessary,  it would adversely affect  our
business, results of  operations  and  prospects  (see "-Liquidity  and  Capital
Resources").


     VOLATILITY  OF  COMMON  STOCK

     Our Company's stock  price  has  been  volatile  since  our initial  public
offering  on  the  Vancouver  Stock  Exchange in 1994. After the registration of
our  stock in  the United  States  during  1998,  the  stock  has  continued  to
experience significant volatility.  We  believe that factors such  as  quarterly
fluctuations  in the results  of operations, announcements of new products by us
or our competitors,  changes in  revenue  or  earnings  estimates  by securities
analysts,  changes  in  accounting  principles  or  their  application and other
factors  may  cause  the  market  price  of  our stock to continue to fluctuate,
perhaps substantially. In addition, stock prices of  many  technology  companies
fluctuate  widely  for  reasons  that  may  be unrelated  to operating  results.
Due  to market and securities analysts' expectations of continued growth and the
higher  price/earnings  ratio  at  which  our  stock may trade, any shortfall in
meeting such expectations may have a rapid and significant adverse effect on the
price  of  our stock in the future.   Fluctuations  in  our  stock  may in  turn
adversely affect our ability to  attract and retain qualified personnel, and  to
gain  access to capital and financing if needed.

     FLUCTUATION  OF  QUARTERLY  RESULTS

     We  have  experienced  quarterly  and  other  fluctuations  in revenues and
operating results and expect  these fluctuations  to  continue  in  the  future.
We believe that these fluctuations  have been attributable to the  timing,  size
and  nature  of  our  contracts  with  our customers;   the  performance  of our
distributors; the timing of the introduction of new products or  services by our
competitors;   the  decision  of potential customers  to  perform  such projects
using  internal  resources;  changes  in  operating expenses; personnel changes;
and fluctuations in economic and financial market conditions.

     The  timing,  size  and  nature  of  our  contracts  with our customers are
important  factors  in our  operating  results.  Many of these contracts involve
large dollar amounts, and the  sales cycle is  often  lengthy and unpredictable.
Uncertainties  include  customers'  budgetary  constraints,  the timing of their
budget cycles and  their  internal  approval process.  There can be no assurance
that we will be successful in closing such large contracts on a timely  basis or
at all.  As to the  nature of the  contracts,  most of our  migration  contracts
are for a fixed fee. Although the contracts  contain provisions allowing  us  to
charge  additional fees to our customers in the event that unanticipated or 'out
of scope'  work must be done, we nevertheless bear  the  risk  of  cost overruns
and inflation.  A significant  percentage  of  our  revenue that is derived from
these  contracts  is  recognized on the percentage-of-completion  method,  which
requires  revenue  to  be  recorded over the term of the contract.   A  loss  is
recorded at the time when current estimates of project costs exceed unrecognized
revenue.   Our  operating  results  may  be  adversely  affected  by  inaccurate
estimates of contract completion costs.

     Our expense levels are based, in part, on  our  expectations  as  to future
revenue and are fixed, to a large extent, in the short term. As a result, we may
be unable to adjust spending in a timely manner to compensate for any unexpected
revenue shortfall.  Accordingly, any significant shortfall in  revenue  relative
to our expectations  would have an  immediate and material adverse effect on our
business.

     Due to the foregoing factors, we believe that period-to-period  comparisons
of   our operating  results  are  not  necessarily   meaningful  and  that  such
comparisons  cannot  be  relied  upon as indicators of future performance. There
can  be  no  assurance that future revenue and operating  results  will not vary
substantially.  It is also  possible that  in some  future period, our operating
results  will be below the expectations of public market analysts and investors.
In either case, the price of  our  common stock could  be  materially  adversely
affected.

                                        17
<PAGE>

     COMPETITION

     We  are  not  currently aware of any direct competitors  that license,  use
or sell fully automated, near-complete migration software. While certain vendors
do offer or use such software, none of the products currently available provides
the  near-complete  and  comprehensive  automated  conversion  performed  by our
products.  It is possible, however, that other software developers  and  vendors
may create such software directed at our market.   If this should  happen, or if
the  costs  and  risks associated  with an  enterprise  rewriting  its  business
applications for the new technologies are otherwise significantly reduced, it is
possible  that  significantly   fewer  enterprises  will  choose  the  migration
alternative using our products.  We do have some  indirect  competitors  in  the
form   of  service   organizations,  such   as  the  accounting   and   computer
consulting   companies  which  provide  a  combination of automated  and  manual
conversion,  and  certain  of  these  organizations have  significantly  greater
resources,  both  of  capital  and  personnel,  than  we  do, and  much  greater
general name recognition (see "Business: Competition" and "Business: Competitive
Position").

     There  can be no  assurance  that our migration products and services  will
compete effectively with  those  of  our current and potential competitors,  nor
that future competition  for product sales and services will not have a material
adverse  effect on  the   business,  results  of  operations  and  our financial
condition (see "Business: Competition").


     DEPENDENCE  ON  A  SMALL  NUMBER  OF  CUSTOMERS

     The results  of  our  operations  are  attributable  to a limited number of
orders, the average size of  which  is over $500,000.    During  the year  ended
September 30, 2000,   the University  of  California  (26%),  MetLife (21%), our
Distributors, when treated as one customer (14%), and Nate Murphy and Associates
(13%), represented seventy-four percent (74%)  of total revenue. During the year
ended September 30, 1999, Harris Trust (16%), our Distributors, when  treated as
one customer  (16%),   Brown Brother Harriman  &  Company  (12%), ACS (11%)  and
Sapiens (11%) represented sixty-six percent (66%) of total revenue.  The loss or
deferral  of  one  or  more  significant  sale(s)  or  failure  to  collect on a
significant  accounts receivable  from   any  customer could  cause  substantial
fluctuations  in  our  results  of  operations   (see Notes 2 and 3  of Notes to
Financial Statements).     While  we  believe that  the market for our migration
services  will offer the  opportunity  to  expand  the  number  of customers and
projects  in   process at any given time, there can be no assurance that we will
be successful in our sales efforts or that a weakening in  customer demand would
not  have  an immediate material adverse effect.


     MARKET  SIZE

      The  market  for  our migration products may be smaller than  we  project,
whether  because  companies  in  the  marketplace  elect for budgetary or  other
reasons  not  to  pursue  automated  migration  or  any  other form of  software
conversion, or because they do so at a rate that  is  much  lower than we expect
(see "Business: Market").  If this should happen, it will have a  direct  impact
upon  the rate of our growth.


     NO  ASSURANCE  OF  SUCCESS  OF  MARKETING  STRATEGY

     We have, over the years, experimented with  a variety of  approaches to the
marketing of our products.  Our current strategy for our migration  products and
services is based on direct marketing  which has been in place for approximately
seven years.  While present indications are that the strategy is well-adapted to
the market which we have targeted, there can be no assurance that over the  long
term  it  will be successful.  Successful implementation  of the marketing  plan
requires, among other things,  sales and marketing  personnel  with  an  ability


                                        18
<PAGE>
to  communicate  clearly  to   potential  customers  our  ability   to  complete
migration projects successfully,  and this requires an understanding of both the
technology and the marketplace. (See "Business:  Marketing and Sales Strategy").


     DEPENDENCE ON YEAR 2000 AND MIGRATION REVENUES

     Year 2000 services and related revenue increased from 42% in fiscal 1997 to
62% in fiscal 1998  to  88% of total revenue   for the  year ended September 30,
1999.    In the year  ended  September 30, 2000,  year 2000 services and related
revenue decreased to 41% of total revenue.   While  the  demand  for  year  2000
services ended abruptly on December 31, 1999, we continue  to recognize  revenue
due to the amortization of distributorship, licensing and maintenance fees  paid
for by our year 2000 services distributors.

     During  the year ended  September 30, 2000,  migration  services  generated
$2,048,000 in revenue or 52% of total revenue.  We had experienced a  decline in
revenue  from our core migration services to $248,000 in 1999 from $2,695,000 in
1998. We believe that new migration services projects were delayed  by potential
customers as they  focused  their  efforts  on renovating their systems for year
2000  compliance. It is our strategy  to  leverage  customer  relationships  and
knowledge  of customer  application systems derived from our year 2000  services
solutions  to  continue  to  grow  our migration and other products and services
offerings beyond the year 2000 market.   However, there can be no assurance that
this  strategy  will  be  successful, and  should we be unable to  market  other
products  and  services,  whether  as  a  result  of competition,  technological
change  or  other  factors,  our  business, results  of operations and financial
condition will be materially and adversely affected.


     LIABILITY  EXPOSURE

     We  market  our  products  and  services  to  customers  for  managing  the
renovation  of  mission-critical computer software systems.  Our agreements with
our customers  typically  contain  provisions designed to limit our exposure  to
potential  product and service liability claims.  It is possible,  however, that
the limitation of liability provisions contained in our customer agreements  may
not be effective as a result of existing or  future  federal,  state,  local  or
foreign  laws  or ordinances or unfavorable judicial  decisions.    Although  we
have not experienced any material product  or service  liability claims to date,
the  sale and support of our products  and  services may entail the risk of such
claims which could be  substantial in light of  the  use  of  our  products  and
services  in  mission-critical  applications.   We  do  not  presently  maintain
insurance coverage for our  products  and services  and a successful product  or
service  liability  claim  brought  against  us could have  a  material  adverse
effect  upon  our  business, operating  results and financial  condition.


     PRODUCT  DEVELOPMENT

     The  development  of  complex,  large-scale,  multiple environment computer
software  presents  a  difficult  engineering challenge, and it is possible that
we   may   not  be  able  to  continue to  develop products responsive to market
requirements  on  a  timely  or  cost-effective basis, or at all. If that should
happen,  there is a risk that other competing products might be launched earlier
and  capture  a  significant part of the market targeted by us.


     LIMITED  EXPERIENCE  OF  MANAGEMENT  IN  THE  MANAGEMENT  OF  GROWTH

     While  our  present   management,  having  been  our founders,   have  been
principally  responsible for the growth of our business to date, they may not be
in a position to provide the full range of skills required to manage the further
growth of  the  Company's business, and it may be necessary to recruit competent
personnel to supplement  their  skills and  experience. While we believe that we
will  be  able  to  recruit  competent  personnel   with  the  required  skills,
competition for such personnel is intense and there can be no assurance  that we
will  be  successful in finding, attracting and retaining them.  Failure  to  do
so  could  have  an adverse impact upon our business.



                                        19
<PAGE>
     CONTROL  BY  DIRECTORS  AND  OFFICERS

     The  current  directors  and  officers  of  the  Company  beneficially  own
approximately  22%  of  the  actual Common Shares outstanding. As  a result, our
current  directors  and  officers  will continue  to  exercise  control over our
affairs.


     DEPENDENCE  ON  KEY  PERSONNEL

     Our progress to date has  to  a  significant extent been  dependent  on the
skills  of  certain  key personnel, including  Kim O. Jones  and   Bernadette C.
Castello,  the  founders  and  principal  shareholders  and,  respectively,  the
President  and  Chief  Executive Officer and the Senior Vice President and Chief
Financial Officer of our Company.  We have not entered into employment contracts
with  these or any other members of management or other employees.  In addition,
competition  for  highly  skilled  technical,  management, financial,  marketing
and  sales,  and other personnel in the computer industry is intense.   Loss  of
the  services  of  any  of our present key personnel, or an inability to attract
and  retain needed  additional  personnel could have a materially adverse effect
upon   us.     In  addition,  we  sometimes  rely  upon  qualified,  experienced
subcontractors  to support our migration services work.   The inability  to find
and  retain  sufficient   qualified  subcontractors  may  adversely  impact  our
operations.


     INTELLECTUAL  PROPERTY  PROTECTION

     While  we  believe  that  our products  and   technologies  are  adequately
protected  against   infringement  by   confidentiality   agreements,  licensing
agreements,  copyright  laws   and  the  complex  nature  of  the  products  and
technologies  themselves,  there can be no assurance  of  effective  protection.
Monitoring   and   identifying  unauthorized  use  of  our  technology may prove
difficult, and the cost of, distraction,  and time required  for litigation  may
impair or completely  frustrate  our  ability to guard  adequately  against such
infringement.


     GENERAL  ECONOMIC  AND  MARKET  CONDITIONS

     Forecross  products  are  designed  for large organizations which typically
make  significant  investments  in  their  MIS departments. Expenditures by such
organizations  tend  to vary in cycles that reflect overall economic conditions.
Our business is, therefore, vulnerable  to  variations  in  economic  conditions
generally, or  to  those  variations  which  affect  the  economic  prospects of
corporations  and organizations in its target market, and which could affect the
capital spending or  budget  cycles  of  prospective customers.





ITEM   8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
---------     -----------------------------------------------

     The  financial  statements required by this item are set forth on pages F-1
through  F-16  hereof.



ITEM   9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON  ACCOUNTING  AND
---------     ------------------------------------------------------------------
              FINANCIAL  DISCLOSURE
              ---------------------

     None.


                                        20
<PAGE>



ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS
---------     -----------------------------------

     The  directors,  executive officers and key employees of our Company are as
follows:

<TABLE>
<CAPTION>

Name                         Age                           Position
---------------------------  ---  -----------------------------------------------------------
<S>                          <C>  <C>
Kim O. Jones. . . . . . . .   56  Chief Executive Officer, President and Director

Bernadette C. Castello. (1)   46  Senior Vice President, Chief Financial Officer and Director
Richard A. Carpenter. . (1)   58  Director
Richard L. Currier, Jr. (2)   55  Director
Donald Estes. . . . . . .  .  52  Director of Product Architecture
Ronald Herbst . . . . . . .   58  Director of Customer Care
Carl H. Johnson . . . . . .   55  Director of Project Management
Charles T. Nelson . . . . .   54  Director of Software Products
Kenneth J. Paris. . . . . .   53  Senior Database Specialist
Peggy A. Payne. . . . . . .   51  Director of Migration Services
Robert E. Theurer . . . . .   55  Director of Sales
<FN>
(1)  Denotes   member of audit committee.     Ms. Castello, as  Chief  Financial
Officer, is not independent of any financial decisions of our Company.
(2)  We accepted Mr. Currier's resignation from our board of directors effective
January 1, 2000.

</TABLE>

     KIM  O.  JONES  (56) founded Forecross together with Bernadette Castello in
1982  and  has  been  in  his present position since that time. Mr. Jones is the
chief  architect  of  our products.   He  has been active as a software industry
entrepreneur and industry participant since 1971. Prior to the establishment  of
Forecross, Mr. Jones served from 1980 to 1982 as a Director and  Vice  President
of  Computer Systems Design, Inc., of  San Francisco, California, in  charge  of
software product development and marketing. In 1970 Mr. Jones co-founded Genasys
Systems,  Inc., a software and services firm based in San Francisco, California,
for  which  he  worked  initially  as  Chief Technology Officer and,  later,  as
President until 1980.    From 1967 to 1970,  he was a Vice  President of Liberty
National  Bank  of  San Francisco, California, responsible for data  processing.
Mr. Jones  was  a  member  of  the  Board of Directors of the American  Software
Association,  a  division of the Information Technology Association of America.

                                        21
<PAGE>
     BERNADETTE C. CASTELLO (46) co-founded Forecross with Kim Jones in 1982 and
has  been in her present position since that time.  Ms. Castello manages our day
to  day  corporate operations.   From  1973 to 1977,  Ms. Castello  worked   for
KPMG  Peat  Marwick in New York, designing and managing the installation and use
of  some  of the earliest automated applications in that firm. Thereafter, until
1980,  she worked as an analyst in Peat Marwick's computer resources department.
From 1980 to 1982, when she left to found Forecross with Mr. Jones, Ms. Castello
was  a  Senior  Consultant  at  Computer  Systems Design, Inc. in San Francisco,
developing  applications  for  the  financial  and  manufacturing  industries.

     RICHARD A.  CARPENTER  (58) is the  President  of Carpenter  Associates,  a
consulting  firm  which  provides   strategic  planning  and  product  marketing
assistance  to early stage  software  companies.  Mr.  Carpenter  also serves as
Chairman of the Board of two companies which he co-founded,   Corex Technologies
and  Healthcourt  Technologies.   Prior  to  co-founding  these  companies,  Mr.
Carpenter  had  co-founded  Index  Systems (now  CSC/Index)  in 1969,  and Index
Technology (now part of Intersolv) in 1983 where he served as Chairman/CEO until
its merger with Sage Software in 1991 to form Intersolv Software.  Mr. Carpenter
became a director  in March 1998.  Mr.  Carpenter  does not  provide  consulting
services to any direct or indirect competitor of ours.

     DONALD ESTES (52)  joined   us  in  April  2000  as  Director  of   Product
Architecture.  For the last 10 of his 27 years in the industry,  he  specialized
in  the  design and  implementation  of  products  and  projects  for  the  mass
modification and automated testing of large bodies of source code using language
processing technologies.  He has chief responsibility for legacy-to-web products
and  projects.    Mr. Estes  holds  degrees  from the Massachusetts Institute of
Technology and the University of Texas.   From  May 1997 through March 2000, Mr.
Estes  was the Chief Technical Officer of 2000 Technologies Corp., in Lexington,
Massachusetts, where he built an automated testing system for platform migration
and Year 2000 renovation projects.  He also served as a year 2000 advisor to the
State of Rhode Island.  From September 1995 through April 1997, he was President
of Don Estes and Associates, in Lexington, Massachusetts, where he designed  and
managed  the  implementation  of  a  mainframe / open  systems  peer - to - peer
communications product family. Mr. Estes is a member of the Cutter Consortium.

     RONALD  HERBST  (58)  joined  us  in  December  1995 as Director of Project
Management  and  currently  serves  as Director of Customer Care.  From November
1993  through  December  1995, Mr. Herbst was an independent software consultant
providing  such  services   as  conceptual  and  detailed   system  design   and
implementation  and  system programming.  From August 1993 through October 1993,
Mr.  Herbst was Vice President, Research and Development for Dynamic Bytes, Inc.
From  July  1989 through July 1993, Mr. Herbst served as Vice President, Windsor
Technologies,  Inc.    Mr.  Herbst  has  over twenty  years of senior management
experience serving the information technology industry.

     CARL H. JOHNSON  (55)  joined  us in  March  1997  as  Director  of Project
Management. In August, 2000, Mr. Johnson assumed responsibility  for  all  third
party relationships, including teaming partners and other services firms.  Prior
to  joining Forecross,  from 1993 to  1997  Mr. Johnson  was  Director,  General
Accounts  for Affiliated Computer Services, Inc.  From 1988 to 1993, Mr. Johnson
was  Manager, Corporate   Applications  for Amdahl Corporation.  Mr. Johnson has
over  twenty  years of senior  management  experience  serving  the  information
technology industry.

     CHARLES  T. NELSON (54)  joined  us  in  December  1991 and has served in a
variety of technical and research and development capacities.  In June 1996, Mr.
Nelson was named Director of Software Products.   Prior  to  joining  Forecross,
Mr.  Nelson  had over twenty years' experience managing and supervising software
and hardware technical support activities for several large corporations.

     KENNETH  J. PARIS (53)  Senior Database  Specialist,  worked  with  us from
1989  through  March 1996,  and  rejoined  us  in  October 1996. From March 1996
through September 1996, Mr. Paris served  as  an independent software consultant
to  various  companies,  including  Forecross.    Prior  to  joining us in 1989,
Mr. Paris  spent  eleven  years  with  KPMG  Peat  Marwick,  both  as   Database
Administrator  and  as  director  of  database research and  development for the
consulting  department  of  KPMG Peat Marwick's National Technology Center. From
1985 to 1986, Mr. Paris  served  as Director of Product Development at Pansophic
Systems,  Inc.  of  Oak  Brook, Illinois. He was also for six years a member  of
the database committee of the American National Standards Institute (ANSI) which
developed  the SQL standard. Mr. Paris was the initial Conference  Chairman  and
then  President  of  the  International  DB2  Users  Group.


                                        22
<PAGE>
     PEGGY  A.  PAYNE (51)  joined  us  in  May  1996  as  Director of Migration
Services.    From  February  1993  through  May  1996, Ms. Payne was Director of
Information  Management  and Technology for Revo Corporation.  From July 1988 to
February  1993,  Ms.  Payne  was  manager,  information systems for Westinghouse
Security  Electronics.   Ms. Payne has over twenty years of technical experience
and  has  served  in  various  capacities  for technical organizations including
Association  of  Corporate Computing Professionals, Bay Area MAPICS Users Group,
and Information Technology Executives Association.

     ROBERT E. THEURER (58) joined us in April 2000 as Director of Sales. He has
35 years of experience  in  the computer  industry in many  capacities including
technical, corporate management and sales and marketing. From October 1997 until
joining Forecross,  Mr. Theurer  was  Senior Vice President  of  Sales  for 2000
Technologies Corporation, a company that develops and markets automated  testing
technology.    From  1994 through 1997,  he  was  the  Director of Sales for MSS
International,  a  UK  based  company  that  specializes  in platform migrations
primarily from Unisys mainframes to UNIX platforms.

     Our executive  officers  and directors  are  required under  the Securities
Exchange Act of 1934,  as  amended,  to file reports of ownership and changes in
ownership  with the Securities and Exchange Commission.  Copies of those reports
must also be furnished to our Company.  Based solely on our review of the copies
of such reports we have received,  we believe that all of our executive officers
and directors and  greater  than ten percent beneficial owners complied with all
filing requirements applicable to them.


ITEM  11.     EXECUTIVE  COMPENSATION
---------     -----------------------

     The  following  table sets forth the amount of all compensation paid  by us
during  each  of  2000, 1999,  and 1998   to  the person serving  as  our  Chief
Executive Officer, and to our most highly compensated  executive  officer, other
than  the  Chief Executive Officer,  whose compensation exceeded $100,000 during
any such year  (the  "Named  Executive Officers").

<TABLE>
<CAPTION>

                                                               Long-Term
                                     Annual Compensation     Compensation
                                   -----------------------  ---------------
                                                              Securities
                                                              Underlying       All Other
Name and Principal Position  Year    Salary(3)   Bonus      Option(#)(1)(2)   Compensation
---------------------------  ----  ----------  -----------  ---------------  -------------
<S>                          <C>   <C>         <C>          <C>              <C>

Kim O. Jones. . . . . . . .  2000  $  185,000  $      None             None          None
Chief Executive Officer      1999  $  131,813  $      None             None          None
                             1998  $  185,000  $      None             None          None

Bernadette C. Castello. . .  2000  $  185,000  $      None             None          None
Senior Vice President        1999  $  131,813  $      None             None          None
                             1998  $  185,000  $      None             None          None

<FN>
(1)  There  are  no  other  long-term incentive compensation plans which require
     disclosure.
(2)  Both Kim O. Jones and Bernadette C. Castello took a voluntary pay reduction
     of 5% of 1998 salary, and additionally did not  take a salary for the first
     three months of fiscal year 1999. Salary for the last nine months of fiscal
     year 1999 was accrued but not paid.
</TABLE>

     Stock  Option  Grants  in  Last Fiscal Year.  There were no grants of stock
options  to  either  of the Company's Named Executive Officers during the fiscal
year  ended  September  30,  2000.

                                        23
<PAGE>
     Aggregated  Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values.    The  following  table  sets  forth  for  each Named Executive Officer
information  regarding  stock  option  exercises  during  the  fiscal year ended
September  30,  2000 as well as the fiscal year end value of unexercised options
for  each  such  person:

<TABLE>
<CAPTION>

                                                   Number of Securities         Value of Unexercised
                                                  Underlying Unexercised      In-the-Money Options at
                           Shares                Options at 2000 Year End         2000 Year End
                          Acquired     Value     -------------------------- ---------------------------
 Name                    on Exercise  Received   Exercisable  Unexercisable Exercisable   Unexercisable
-----------------------  ----------- ----------- ----------- -------------- ----------- ---------------
<S>                      <C>         <C>         <C>         <C>            <C>         <C>
Kim O. Jones                      0           0     250,000              0  $        0               0
Bernadette C. Castello            0           0     250,000              0  $        0               0

<FN>
(1)  The  stock  options  granted  to  the named officers are fully vested.  The
     options are exercisable at $1.43 per share and expire five years  from  the
     date of  grant.
</TABLE>




DIRECTOR  COMPENSATION

     Non-employee directors are reimbursed for reasonable out-of-pocket expenses
incurred  in  connection  with  the  attendance of board meetings.  Non-employee
directors are entitled to participate in our 1994 Stock Option Plan.  During the
year  ended  September 30, 1998, Mr. Carpenter received a stock option grant for
7,500 shares at $11.50 per share.  During the years ended September 30, 1997 and
1999,  no  options  were  granted  to  non-employee  directors.  During the nine
month-period  ended  June  30, 2000, Mr. Carpenter received a stock option grant
of  80,000 shares at an exercise price of $3.25 per share, with a vesting period
of  one-fifth  immediately and the remainder over four years on a monthly basis.


ITEM  12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
---------     --------------------------------------------------------------

     The following table sets forth certain information regarding the beneficial
ownership of our Company's outstanding shares of Common Stock  as  of  September
30, 1999  by  (i) each person known to us beneficially to own 5% or  more of the
outstanding shares of our Common  Stock, (ii) each of our directors, (iii)  each
of  our  executive officers named  in the Summary Compensation Table below,  and
(iv) all directors and officers as a group. Except as indicated in the footnotes
to this table, the persons named  in  the  table have sole voting and investment
power with respect to all shares of Common Stock  shown as beneficially owned by
them, subject to community property laws where  applicable.


                                        24
<PAGE>
<TABLE>
<CAPTION>

Name of Owner                           Number of Shares   Percent of Class
                                       Beneficially Owned  Beneficially Owned
-------------------------------------  ------------------  ------------------
<S>                                    <C>                 <C>
Kim O. Jones (1). . . . . . . . . . .         1,691,434          11.0%
Bernadette C. Castello (2). . . . . .         1,639,404          10.7%
Richard A. Carpenter  (3) . . . . . .            74,290           0.5%
All directors and executive officers
as a group (3 persons) (4). . . . . .         3,405,128          21.6%
<FN>

(1) Includes a fully vested and exercisable stock option covering 250,000 shares
    and a warrant to purchase 101,530 shares.
(2) Includes a fully vested and exercisable stock option covering 250,000 shares
    and a warrant to purchase 71,820 shares.
(3) Includes a fully vested and exercisable stock option  covering 32,167 shares
    and a warrant to purchase 4,041 shares.  Mr. Carpenter's business address is
    25 Marion Street, Hingham, MA 02043.
(4) Includes fully vested and exercisable stock options  covering 532,167 shares
    and warrants to purchase 177,391 shares.

</TABLE>


ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
---------     --------------------------------------------------

     As of September 30, 2000  the  Company  had the following note payable to a
related party of the company:

     In August 2000,  the  Company  borrowed  $100,000 from an  employee  of the
company under a secured promissory note  due August 27, 2002.   The  note  bears
interest at 11.5% per annum, and is secured by  certain company technology.

In March 2000, the Company completed a private placement  of  613,530 shares  at
$2.66  per  share, resulting  in  gross  proceeds  of  $1,632,000. Additionally,
1,063,006  shares  were  issued to the Company's senior officers  and employees,
year 2000  distributors  and  a director,  converting  Company  debt from loans,
deferred payroll, travel expenses and year 2000 distributor revenue sharing,  to
equity  at  a conversion price of $2.66 per share. The total debt converted into
equity  was  $2,827,596.    With  each share issued to investors in this private
placement  and  to those converting debt, the Company also issued a  warrant  to
purchase one half share of stock at $2.66 per share at a future date for a total
of  838,268 warrant shares. The warrants expire upon the earlier of three years,
or  30  days  after  the  10-day  trading average closing price of the Company's
common  stock  equals  or  exceeds  $7.98 per share (if a registration statement
covering the underlying shares has been declared effective).  In connection with
this private placement, the Company also issued to a finder warrants to purchase
200,000  shares  of common stock at $2.66 per share which expire in three years.
A total of $652,000 in  non-cash  compensation  expense  was  recorded  for  the
beneficial pricing  effect to senior officers, employees, year 2000 distributors
and a director.


Notes  receivable  and  payable  from  officers  consist  of  the  following:







                                        25
<PAGE>
<TABLE>
<CAPTION>

                                                                   September 30,
                                                                --------------------
                                                                   2000      1999
                                                                ---------  ---------
<S>                                                             <C>        <C>
5.7 to 10% Uncollateralized notes receivable from Senior Vice
President,   due in varying amounts through September 30, 1999         -      37,013
Accrued interest receivable. . . . . . . . . . . . . . . . . .         -       4,264
                                                                ---------   ---------
  Total receivable from officers . . . . . . . . . . . . . . .         -      41,277
                                                                ---------   ---------
24% Uncollateralized notes payable to president, due
 December 30, 1999 . . . . . . . . . . . . . . . . . . . . . .         -    (262,536)
24% Uncollateralized notes payable to senior vice president,
 due February 28, 2000 . . . . . . . . . . . . . . . . . . . .         -    (120,426)
24% Uncollateralized notes payable to senior vice president,
 due June 30, 2001 . . . . . . . . . . . . . . . . . . . . . .         -    (135,000)
24% Uncollateralized notes payable to senior vice president,
 due July 31, 2001 . . . . . . . . . . . . . . . . . . . . . .         -    ( 57,000)
Accrued interest payable . . . . . . . . . . . . . . . . . . .         -    (216,491)
11.5% Collateralized notes payable to a related party,
 due August 27, 2002 . . . . . . . . . . . . . . . . . . . . .  (100,000)          -
Accrued interest payable . . . . . . . . . . . . . . . . . . .  (  1,082)          -
                                                                ---------   ---------
  Total payable to officers and related parties. . . . . . . .  (101,082)   (791,453)
                                                                ---------   ---------
Notes Payable to officers and related parties, net . . . . . . $(101,082)  $(750,176)
<FN>
All net notes payable to officers at September 30, 1999 were classified as long-
term, as the noteholders  committed  to extend them to at least October 1, 2000.
These notes were converted to equity during March, 2000.  (See Note 8).

</TABLE>

Software  Licenses  and  Distributorships:
-----------------------------------------

The  Company  entered into agreements with several entities (the "Distributors")
for licenses  and  distributorship   arrangements  for  its  year  2000 software
products, Assess/2000 and  Complete/2000, and related services. The Distributors
are  related to each  other  through  some  common  ownership  and management; a
shareholder  of  the  Company is a founding  investor and officer of each of the
other  entities.    At  least  one  other  shareholder of the Company is also an
investor  in at least one  of  the  Distributors.   Under  the   distributorship
agreements, the Distributors received territorially  exclusive  rights to market
year  2000  renovation  projects  to  be performed  by  the Company   using  the
Complete/2000  software,  and  year 2000 assessment  projects  to  be  performed
either by the Company or the Distributor  using  the  Assess/2000  software.  In
exchange  for  sales  and  marketing  services  and  support,  customer contact,
project  management  services and  staffing for  a portion of the on-site  work,
the   Distributor  generally  received a fee equal to 25% of collected revenues.
The Company  allocates  those fees  25% to cost of services and maintenance, and
75%  to  sales  and marketing expense.    The  exclusivity  rights  under  these
contracts were generally for  an initial  one-year  period,  but were  renewable
for up to four additional  years based  on certain  performance  conditions. The
Distributors  generally had separate agreements for license rights for unlimited
usage of the Assess/2000 product. In the case of one contract, fees payable were
50% of collected revenues until $1,500,000  was received by the Distributor, and
25% of revenue  collected  thereafter. During fiscal 1998, the $1,500,000 amount
had been earned, with all subsequent fees  earned at the 25% rate.


                                        26
<PAGE>
The  licensing and distributorship fees received from the Distributors, totaling
$3,125,000 and $200,000 in 1997 and 1996, respectively, were generally  deferred
and  recognized  over  a  five  year  period  commencing with the signing of the
respective agreements.  Of these amounts, approximately $865,000  and $1,410,000
is  deferred  at September 30, 2000 and 1999, respectively.   Additional fees of
approximately  $672,000 for training programs,  annual software maintenance, and
customer support were received in 1997; of this amount, approximately   $115,000
and  $135,000  is  deferred  at  September  30, 2000  and  September  30,  1999,
respectively.   The  year  2000 project  fee expense  related to the distributor
contracts,  included in  cost of revenues in  the   accompanying   statements of
operations, was approximately $18,000, $166,000 and $346,000 for the years ended
September 30, 2000, 1999 and 1998, respectively.  The year 2000 expenses related
to  the distributor contracts, included  in  sales and marketing expenses,  were
approximately   $55,000,  $497,000, and $1,037,000 for the years ended September
30, 2000,  1999 and 1998.


ITEM  14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
---------     ----------------------------------------------------------------

(a)          Financial  Statements

1.        Financial Statements.  The following Financial Statements of Forecross
--        --------------------
Corporation,  and  the  Report of Independent Public Accountants are included at
pages  F-1  through  F-16  of  this  Annual Report.

<TABLE>
<CAPTION>

DESCRIPTION                                                         PAGE NO.
--------------------------------------------------------------  ----------------
<S>                                                             <C>
Report of BDO Seidman, LLP,
  Independent Certified Public Accountants . . . . . . . . . .  F-1

Balance Sheets as of September 30, 2000 and 1999 . . . . . . .  F-2
Statements of Operations for each of the Three Years
  in the Period Ended September 30, 2000 . . . . . . . . . . .  F-3
Statements of Shareholders' Deficit for each of the
  Three Years in the Period Ended September 30, 2000 . . . . .  F-4
Statements of Cash Flows for each of the Three Years
  in the Period Ended September 30, 2000 . . . . . . . . . . .  F-5
Notes to Financial Statements. . . . . . . . . . . . . . . . .  F-6 through F-16
</TABLE>

2.     Financial Statement Schedule.  The following financial statement schedule
--     ----------------------------
of  Forecross  Corporation  for  each  of  the  three  years in the period ended
September 30, 2000 is  filed as part of this Annual Report and should be read in
conjunction with the Financial Statements of Forecross Corporation.

     Valuation  and  Qualifying  Accounts                       S-1

                                        27
<PAGE>
 3.    Index  and  Description  of  Exhibits
---    -------------------------------------
<TABLE>
<CAPTION>

Exhibit No.  Description
-----------  --------------------------------------------------------------------------------
<C>          <S>

      3.1+   Restated Articles of Incorporation

      3.2+   By-Laws
     10.1+   Lease Agreement, dated January 1, 1997
             between the Company and The Canada Life Assurance Company
     10.2+   Form of Indemnification Agreement entered into
             between the Company and each of its officers and
             directors
     10.3+   1993 Restricted Stock Purchase Plan
     10.4+   1994 Stock Option Plan and Form of Option Agreement
     10.5*   Exclusive Distributor Agreement between the
             Company and Gardner Solution 2000, L.L.C., and
             Amendment
     10.6*   Exclusive Distributor Agreement between the
             Company and Y2K Solutions, L.P.,
     10.7*   Software License Agreement between the Company
             and Y2K Solutions, L.P.
     10.8+   Factoring Agreement, dated October 30, 1995, between
             the Company and Silicon Valley Financial Services
     10.9+   Lease Expansion Proposal dated November 17, 1997, between
             the Company and The Canada Life Assurance Company
     10.10+  Factoring Modification Agreement, dated January 13, 1998, between the Company
             and Silicon Valley Financial Services
     10.11*  Exclusive Distributor Agreement between the Company and CY2K Solutions, L.L.C.
     10.12*  Software License Agreement between the Company and CY2K Solutions, L.L.C.
     10.13*  Exclusive Distributor Agreement between the Company and PY2K Solutions, L.L.C.
     10.14*  Software License Agreement between the Company and PY2K Solutions, L.L.C.
     16.1+   Notice of Change of Auditor dated September 23, 1997, issued to all holders of
             common shares of Forecross Corporation
     16.2+   Letter dated September 23, 1997 from BDO Seidman, LLP to the British Columbia
             Securities Commission and to the Vancouver Stock Exchange confirming the
             accuracy of the information contained in the Notice of Change of Auditor of
             Forecross Corporation dated September 23, 1997
     16.3+   Letter dated September 23, 1997 from Coopers & Lybrand, L.L.P. to the British
             Columbia Securities Commission and to the Vancouver Stock Exchange confirming
             the accuracy of the information contained in the Notice of Change of Auditor of
             Forecross Corporation dated September 23, 1997
     16.4+   Letter dated September 23, 1997 from the Board of Directors of Forecross
             Corporation to the shareholders of Forecross Corporation, the British Columbia
             Securities Commission and the Vancouver Stock Exchange confirming the review of
             the Board of Directors of the Notice of Change of Auditor and the related letter
             dated September 23, 1997 from BDO Seidman, LLP and Coopers & Lybrand,
             L.L.P.

     27.1    Financial Data Schedule, September 30, 2000

<FN>
          +  Previously filed as part of the Company's Form 10/A, effective June 16, 1998.

          *  The Company has requested that certain portions of the documents be given
             confidential  treatment.  The entire documents, including the redacted portions,
             have  been  filed  with  the  SEC.
</TABLE>

(4)          REPORTS ON FORM 8-K
---         --------------------

            None

                                       28
<PAGE>
SIGNATURES


Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934,  the  registrant has duly caused  this  Annual  Report  to  be  signed  on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                         Registrant

                         FORECROSS  CORPORATION


January 13, 2001            BY:  /S/ Bernadette C. Castello
                              ---------------------------------
                         Bernadette C. Castello
                         Senior Vice President and Chief Financial Officer



     Pursuant  to  the  requirements of the Securities and Exchange Act of 1934,
this Report on Form 10-K has been signed  on  behalf  of  the Registrant by  the
following persons and in the capacities and on the dates indicated:


       SIGNATURE                    TITLE                          DATE
       ---------                    -----                         -----

/s/ Kim O. Jones            Chief Executive Officer,         January 16, 2000
--------------------------  President and Director
KIM O. JONES                (principal executive officer)


/s/ Bernadette C. Castello  Senior Vice President, Chief     January 16, 2000
--------------------------  Financial Officer and Director
BERNADETTE C. CASTELLO      (principal financial and
                            accounting officer)


                            Director                         January 16, 2000
--------------------------
RICHARD A. CARPENTER




                                       29
<PAGE>
INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS'  REPORT


To  the  Stockholders  and  Board  of  Directors  of  Forecross  Corporation


We  have  audited the accompanying balance sheets of Forecross Corporation as of
September  30,  2000  and  1999,  and  the  related  statements  of  operations,
shareholders'  deficit  and cash flows for each of the three years in the period
ended  September  30,  2000.    We  have also audited the Schedule listed in the
accompanying  index at Item 15.  These financial statements and the Schedule are
the responsibility of Forecross Corporation's management.  Our responsibility is
to  express  an  opinion on these financial statements and the Schedule based on
our  audits.

We  conducted   our  audits  in  accordance  with  generally  accepted  auditing
standards.    These  standards  require  that  we plan and perform the audits to
obtain  reasonable assurance about whether the financial statements and Schedule
are  free  of  material  misstatement.    An audit includes examining, on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements  and  Schedule.   An  audit  also  includes  assessing the accounting
principles used and  significant estimates  made  by  management,   as  well  as
evaluating the overall presentation  of the financial  statements and  Schedule.
We believe that our audits provide a reasonable  basis  for  our  opinion.

In our opinion,  the  financial statements referred to above present fairly,  in
all  material  respects,  the  financial  position  of Forecross  Corporation at
September  30,  2000  and  1999,  and the results of its operations and its cash
flows  for  each  of  the  three years in the period ended September 30, 2000 in
conformity  with  generally  accepted  accounting  principles.

Also, in our opinion, the Schedule presents fairly  in all material respects the
information set forth therein.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.    As discussed in Note 1 to the
financial statements, the Company has sustained recurring losses from operations
and  has  net capital deficiencies and negative working capital at September 30,
2000.  These conditions raise substantial doubt about the ability of the Company
to continue as a going concern.  Management's plans as to these matters are also
discussed  in  Note  1.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.



                                      /s/ BDO SEIDMAN, LLP
                                          BDO SEIDMAN, LLP
                                          San Francisco, California

December  8, 2000, except for Note 14, which is as of January 11, 2001

                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                                              FORECROSS CORPORATION
                                                 BALANCE SHEETS

                                                                                September 30,
                                                                            2000          1999
                                                                        ------------  ------------
<S>                                                                     <C>           <C>
 ASSETS

Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    18,833   $     2,740
Accounts receivable, including unbilled receivables of $722,000
and $77,000, net of allowances of $20,000 and
$45,000, respectively (Notes 3 and 6). . . . . . . . . . . . . . . . .    1,043,260       375,893
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . .       28,499        45,070
                                                                        ------------  ------------
  Total current assets . . . . . . . . . . . . . . . . . . . . . . . .    1,090,592       423,703
Equipment and furniture, net (Notes 2,  4 and 5) . . . . . . . . . . .      310,639       277,532
Notes receivable from employees . . . . . . . . . . . . . . . . . . .       72,445        68,707
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       42,746        42,365
                                                                        ------------  ------------
  Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 1,516,422   $   812,307
                                                                        ============  ============

  LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   356,685   $   631,479
Accrued compensation and related benefits (Note 11). . . . . . . . . .      634,903       682,533
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .      122,149       158,090
Accrued commissions and distributors' fees (Note 4). . . . . . . . . .       68,375     1,514,650

Payable to factor (Note 6) . . . . . . . . . . . . . . . . . . . . . .      501,243       861,427
Accrued warranty costs . . . . . . . . . . . . . . . . . . . . . . . .       33,922       184,828

Capital lease obligations, current portion . . . . . . . . . . . . . .       18,094        23,215
Deferred revenue, deferred portion (Notes 2 and 4) . . . . . . . . . .      602,210       684,652
                                                                        ------------  ------------
  Total current liabilities. . . . . . . . . . . . . . . . . . . . . .    2,337,581     4,740,874
Deferred revenue, less current portion (Notes 2 and 4) . . . . . . . .      415,419       980,418
Notes payable to officers and related parties, net (Note 4)  . . . . .      101,082       750,176
Capital lease obligations, less current portion. . . . . . . . . . . .        1,610        19,716
                                                                        ------------  ------------
  Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .    2,855,692     6,491,184
                                                                        ------------  ------------
Commitments and contingencies (Notes 2, 10, 11 and 12)
Shareholders' deficit (Notes 8, 9 and 10):
Common stock, no par value; authorized 20,000,000 shares; issued and
 outstanding 15,053,380 and 12,191,944, respectively . . . . . . . . .    9,677,253     5,017,582
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . .      983,800        27,000
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . .  (12,000,323)  (10,723,459)
                                                                        ------------  ------------
Total shareholders' deficit. . . . . . . . . . . . . . . . . . . . . .  ( 1,339,270)  ( 5,678,877)
                                                                        ------------  ------------
  Total liabilities and shareholders' deficit. . . . . . . . . . . . .  $ 1,516,422   $   812,307
                                                                        ============  ============
</TABLE>

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





                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                FORECROSS CORPORATION
                               STATEMENTS OF OPERATIONS

                                                     For the Years Ended
                                                        September 30,
                                          ----------------------------------------
                                              2000         1999          1998
                                          ------------  ------------  ------------


<S>                                       <C>           <C>           <C>
Net revenues (Notes 2, 3 and 4):
Services and maintenance . . . . . . . .  $ 3,393,802   $ 2,915,347   $ 6,623,752
Software licenses and distributorship
 fees-related parties. . . . . . . . . .      544,995       545,004       545,000
                                          ------------  ------------  ------------
  Total net revenues . . . . . . . . . .    3,938,797     3,460,351     7,168,752
Cost of services and maintenance
 including fees to related parties of
 $18,000, $166,000, and $346,000,
 respectively (Notes 2 and 4). . . . . .    1,355,671     2,745,733     4,419,347
                                          ------------  ------------  ------------
Gross margin . . . . . . . . . . . . . .    2,583,126       714,618     2,749,405
                                          ------------  ------------  ------------
Operating expenses:
Sales and marketing including fees to
 related parties of $55,000, $497,000,
 and $1,037,000,  respectively
 (Note 4)  . . . . . . . . . . . . . . .      719,843     1,047,300     1,838,126
Research and development . . . . . . . .      913,064       728,239     1,520,709

General and administrative . . . . . . .    1,913,832     1,116,528     1,413,312
                                          ------------  ------------  ------------
Total operating expenses . . . . . . . .    3,546,739     2,892,067     4,772,147
                                          ------------  ------------  ------------
Loss from operations . . . . . . . . . .     (963,613)   (2,177,449)   (2,022,742)
Interest expense, net. . . . . . . . . .     (313,251)     (553,131)     (305,110)
                                          ------------  ------------  ------------
Loss before provision for income taxes .   (1,276,864)   (2,730,580)   (2,327,852)
Provision for income taxes (Note 7). . .            -          (800)         (800)
                                          ------------  ------------  ------------
  Net loss . . . . . . . . . . . . . . .   (1,276,864)  $(2,731,380)  $(2,328,652)
                                          ============  ============  ============
Net loss per share - basic and diluted .  $     (0.09)  $     (0.23)  $     (0.20)
                                          ============  ============  ============
Shares used in computing per share data.   13,951,186    12,060,919    11,761,920
                                          ============  ============  ============

</TABLE>

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

                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                                           FORECROSS CORPORATION
                                    STATEMENTS OF SHAREHOLDERS' DEFICIT

                                                              Additional Paid
                                              Common Stock          in          Accumulated     Total
                                          Shares      Amount      Capital         Deficit      Deficit
                                        ----------- ---------- -------------- -------------  ------------
<S>                                     <C>         <C>        <C>            <C>            <C>
Balances at October 1, 1997. . . . . .  11,751,612  $4,667,515 $           -  $ (5,663,427)  $  (995,912)
Issuance of common stock upon
 exercise of  warrants (Note 8). . . .      12,000      48,000             -             -        48,000
Net loss . . . . . . . . . . . . . . .           -           -             -    (2,328,652)   (2,328,652)
                                        ----------- ---------- -------------- -------------  ------------
Balances at September 30, 1998 . . . .  11,763,612  $4,715,515 $           -  $ (7,992,079)  $(3,276,564)
Issuance of common stock to warrant
 holders (Note 8). . . . . . . . . . .      10,000      11,250             -             -        11,250
Warrants extended (Note 8) . . . . . .           -           -        27,000             -        27,000
Issuance of common stock for
 cash, net of  stock issuance costs of
 $22,933 (Note 8). . . . . . . . . . .     418,332     290,817             -             -       290,817
Net loss . . . . . . . . . . . . . . .           -           -             -    (2,731,380)   (2,731,380)
                                        ----------- ----------- ------------- -------------  ------------
Balances at September 30, 1999 . . . .  12,191,944  $5,017,582  $     27,000  $(10,723,459)  $(5,678,877)
Issuance of common stock for
 cash, net of stock issuance costs of
 $18,626 (Note 8). . . . . . . . . . .   1,175,000     216,374             -             -       216,374
Issuance of common stock for
 cash, net of stock issuance costs of
 $36,099 (Note 8). . . . . . . . . . .     613,530   1,595,901             -             -     1,595,901
Issuance of common stock for debt
 conversion (Note 8) . . . . . . . . .   1,063,006   2,827,596             -             -     2,827,596
Warrants issued (Note 8) . . . . . . .           -           -       652,000             -       652,000
Exercise of employee stock options . .       9,900      19,800             -             -        19,800
Issuance of Options to Consultants . .           -           -       304,800             -       304,800
Net loss . . . . . . . . . . . . . . .           -           -             -    (1,276,864)   (1,276,864)
                                        ----------- ----------- ------------- -------------  ------------
Balances at September 30, 2000 . . . .  15,053,380  $9,677,253  $    983,800  $(12,000,323)  $(1,339,270)
                                        =========== =========== ============= =============  ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                                              FORECROSS CORPORATION
                                            STATEMENTS OF CASH FLOWS

                                                             For the Years
                                                          Ended September 30,
                                                    2000          1999          1998
                                                ------------- ------------- -------------

<S>                                             <C>           <C>           <C>
Increase (decrease) in cash resulting from:
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . .  $ (1,276,864) $ (2,731,380) $ (2,328,652)
Adjustments to reconcile net loss to
 net cash used in operating activities-
Provision for uncollectible amounts. . . . . .       (25,000)      (65,001)      124,952
Value of common stock issued and value
 assigned to extension of warrant term . . . .             -        38,250             -
Non-cash compensation expense related
 to Private Placement. . . . . . . . . . . . .       652,000             -             -
Non-cash compensation to consultants . . . . .        29,300             -             -
Depreciation and amortization. . . . . . . . .       249,724       290,703       277,938
Changes in operating assets and liabilities-
Accounts receivable. . . . . . . . . . . . . .      (642,368)      859,225       529,611
Other assets and accrued interest on notes
 receivable from officers. . . . . . . . . . .        12,452           594       175,191
Accounts payable and accrued liabilities . . .       (83,475)      907,785       939,270
Deferred compensation. . . . . . . . . . . . .       257,701       416,972             -
Deferred revenue . . . . . . . . . . . . . . .      (647,441)     (478,540)     (723,036)
                                                ------------- ------------- -------------
Net cash provided by (used in) operating
 activities. . . . . . . . . . . . . . . . . .    (1,473,971)     (761,392)   (1,004,726)
                                                ------------- ------------- -------------
Cash used in investing activities:
Purchase of equipment and furniture. . . . . .        (7,332)            -      (234,423)
Payments received on loans to key employees. .             -           250           700
                                                ------------- ------------- -------------
  Net cash provided by (used in)
   investing activities. . . . . . . . . . . .        (7,332)          250      (233,723)
                                                ------------- ------------- -------------
Cash flows from financing activities:
Proceeds from factoring of accounts receivable     1,647,042     3,916,279     4,714,085
Repayment of borrowings under factoring
 arrangement . . . . . . . . . . . . . . . . .    (2,007,225)   (3,522,586)   (4,246,351)
Borrowings under note payable to officers or
 Related parties . . . . . . . . . . . . . . .       100,000       192,000       575,000
Repayment of borrowings under notes payable
-officers. . . . . . . . . . . . . . . . . . .       (51,269)     (192,038)            -
Repayment of borrowings under capitalized leases     (23,227)      (18,839)      (29,279)
Net proceeds from issuance of  common shares .     1,832,075       290,817        48,000
                                                 ------------ ------------- -------------
  Net cash provided by financing activities. .     1,497,396       665,633     1,061,455
                                                ------------- ------------- -------------
  Net increase (decrease) in cash. . . . . . .        16,093       (95,509)     (176,994)
Cash at beginning of year. . . . . . . . . . .         2,740        98,249       275,243
                                                ------------- ------------- -------------
Cash at end of year. . . . . . . . . . . . . .  $     18,833  $      2,740  $     98,249
                                                ============= ============= =============

</TABLE>

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




                                       F-5
<PAGE>

                              FORECROSS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS




1.   THE COMPANY:

OPERATIONS:

Forecross  Corporation  ("Forecross"  or  the  "Company")  is  a  publicly  held
California corporation  whose common  stock  is  traded on the Over-the-Counter/
Bulletin Board market.  Prior  to  October 28, 1998,  the Company's common stock
had  been  traded  on  the  Vancouver  Stock  Exchange.   The  Company  provides
comprehensive  automated conversion solutions for  migrating  existing  software
applications to new computing platforms,  including downsized  and client server
environments.   In addition,  during fiscal 1996,  the  Company  introduced  its
Assess/2000  and  Complete/2000  automated   conversion  software  products  and
related services,  which addressed the year 2000  problem.   Forecross year 2000
software  products assisted in identifying, analyzing and correcting in a highly
automated manner those computer programs that contained date logic incapable  of
correctly  process  dates in  the year 2000 and beyond.  The Company's migration
services  and  software  products  have been  designed  to  meet the specialized
requirements  of  management  information systems departments of medium-sized to
large  commercial  and  governmental organizations.  Forecross also licensed its
Assess/2000  software  product  for use by customers and  distributors (see Note
4).  The Company's   customers include banks and other industrial and commercial
corporations  in  Canada,  the  United States  and  Europe.


BASIS  OF  PRESENTATION  AND  GOING  CONCERN:

Through  September 30, 2000, the Company had  sustained   recurring  losses from
operations  and,  at  September 30, 2000, had a net capital deficiency and a net
working  capital deficiency.  These conditions raise substantial doubt about the
ability  of the Company to continue as a going concern.  During fiscal 2001, the
Company  expects  to  meet  its working capital and other cash requirements with
cash  derived  from  operations,  short-term  receivables and other financing as
required, and software license  fees from organizations desiring access  to  the
Company's  various product  offerings.   The Company's  continued  existence  is
dependent upon  its  ability  to  achieve and  maintain profitable operations by
controlling expenses and obtaining additional business. Management believes that
the return of migration  contracts  combined  with  increased  automation of its
services   for   migration   projects  and  cost  reduction  actions  previously
implement should  improve the Company's profitability in fiscal 2001.   However,
there can be no assurance that  the Company's efforts to  achieve  and  maintain
profitable operations will be, successful.   The  financial  statements  do  not
include   any   adjustments   that   might  result  from  the  outcome  of  this
uncertainty.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

USE  OF  ESTIMATES:

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported   amounts  of  assets  and  liabilities  and  disclosures,
contingent  assets and liabilities at the date of the  financial statements, and
the  reported  amounts  of  revenue  and  expenses  during the reporting period.
Accordingly,  actual  results  could  differ  from  those  estimates.   The most
significant  estimates  subject  to  future  uncertainties are those relating to
calculations of percentage of completion for projects in process and estimations
of warranty liability.  It is at least  reasonably possible that the significant
estimates used will change within a year.

CASH:

The  Company  maintains  its  cash  balances with one financial institution.  At
times,  such  balances  may  be  in  excess  of  the  FDIC  insurance  limit.



                                        F-6
<PAGE>

EQUIPMENT  AND  FURNITURE:

Equipment  and  furniture is recorded at cost.  Depreciation and amortization is
calculated  using  the  straight-line  method  over the assets' estimated useful
lives,  which  range  from  three  to  five  years.  Leasehold  improvements are
amortized over the life of the lease, generally five years.

CAPITALIZED  SOFTWARE  COSTS:

Costs  incurred  internally  in  creating computer software products to be sold,
leased,  or  otherwise marketed are charged to expense when incurred as research
and  development  until  technological  feasibility has been established for the
product.  Thereafter,  such costs are capitalized until the product is available
for general release to customers and amortized based on either estimated current
and  future  revenue  for  each  product  or straight-line amortization over the
remaining  estimated  life of the product, whichever produces the higher expense
for  the  period.  Purchased  computer software to be sold, leased, or otherwise
marketed  is treated the same if it has no alternative future use, or, if it has
an  alternative  future  use, it is capitalized when acquired and amortized over
its  estimated  useful  life.  No  costs  have  been  capitalized for internally
developed software products because the amount of development costs eligible for
capitalization   was    not  significant.   Non-capitalizeable  development  and
marketing  costs  related  to the software licenses are included in research and
development  expense  or  sales  and  marketing  expense,  as  discussed in "Net
Revenues  and  Cost  of  Services  and  Maintenance"  below.

The Company  has  capitalized certain purchased software technology rights which
can be used  both in connection with its internally developed software  products
and in alternative standalone applications (see Note 10.)    Accordingly,  these
rights are included with other purchased software in fixed assets, and are being
amortized over their estimated useful life of three years.

LONG-LIVED  ASSETS:

Long-lived  assets are  assessed  for  possible  impairment  whenever  events or
changes  in  circumstances  indicate  that  the  carrying  amounts  may  not  be
recoverable,  or whenever  management  has committed to a plan to dispose of the
assets.  Such  assets  are  carried  at the lower of book value or fair value as
estimated  by  management  based  on  appraisals,   current  market  value,  and
comparable  sales value, as appropriate.  Assets to be held and used affected by
such  impairment  loss are depreciated or amortized at their new carrying amount
over the remaining  estimated life;  assets to be sold or otherwise  disposed of
are not subject to further depreciation or amortization.  In determining whether
an impairment exists,  the Company uses undiscounted  future cash flows compared
to the carrying value of the asset.

NET  REVENUES  AND  COST  OF  SERVICES  AND  MAINTENANCE:

The Company's  migration  projects  generally  range from six to eighteen months
in duration.   The  Company's  year  2000  projects  ranged from two to eighteen
months in duration.  Revenues for migration services and year 2000 assessment or
renovation  projects are recognized using the percentage of completion method in
the  ratio  that  actual costs incurred to date bear to total estimated costs at
completion.  Provisions  for  estimated  losses  on  uncompleted  contracts  are
recognized  in  the period in which the likelihood of such losses is determined.
Reserves provided for estimated adjustments of contract revenues are included as
reductions  of  gross  revenues.  Cost  of  revenues  is  primarily comprised of
subcontractors'  fees  and  salaries  and  benefits of employees assigned to the
contracts,  and distributors' fees.  Subcontractors' fees, salaries and benefits
are  allocated  based  on  the  amount  of  time devoted to each contract by the
subcontractors  and  employees; distributors' fees are accrued based on revenues
earned  for  specific  projects  for  which  the  distributors provide services.
Billings  are  issued based upon specific contractual terms which may or may not
relate  to  the percentage of completion for the respective contracts.  Unbilled
receivables  represent  revenue recognized in excess of amounts billed.  Amounts
for  billings  in excess of revenue recognized are included in deferred revenue.





                                       F-7
<PAGE>


The  Company  has  authorized  several  exclusive  distributor   agreements  for
specified areas for its  Complete/2000 automated  conversion  software  products
and related services and  methodologies.  Under the agreements, the  distributor
retains  exclusive rights for the territory for a specified period. In addition,
the Company  licensed the rights to use its  Assess/2000  software,  which as of
September 30, 2000, had been sold primarily to the exclusive distributors above.
Once  collectibility of the distributor and license fees is reasonably  assured,
and  if  there  are  no  significant  post-delivery  obligations,   the  Company
recognizes the fees associated  with the  exclusivity  and the software  license
ratably over the contractual term (including  renewals), generally  five  years,
commencing with the date of the  respective  signing of  the agreements.   Costs
associated with the licenses for Assess/2000 have  been included in research and
development expense as  such costs did  not  qualify for  capitalization.  Costs
associated with the marketing and negotiation of distributor customer  proposals
and/or sales contracts have been included in sales and marketing expense.

Revenues   for  technical  and  sales  training,  maintenance  and  support  are
recognized  ratably  over  the  term  of  the  support  period.

RESEARCH  AND  DEVELOPMENT  EXPENSE:

Research  and  development  costs  are  expensed  as  incurred.  In prior years,
certain  research  and  development  projects  have   been  funded   in  part by
customers.  In  such  cases,  the  Company  retains  ownership  of the resulting
products, which  are   developed  for  resale to  multiple  customers; both  the
initial and subsequent customers acquire licenses to use the developed products.
During the three years ended September 30, 2000,  there  were  no  such customer
funded research and development projects.

WARRANTY  EXPENSE:

The  Company  provides  a  reserve for warranty costs based upon its estimate of
such related costs and expenses.  The reserve is accrued ratably as revenues are
earned.    The  accrued  warranty reserve is amortized over the related warranty
period  for  the respective contract,  typically a period of three months to one
year for application migration projects, and six months for  year 2000 projects.
Amortization  for year  2000 projects  commenced January 2000 and completed June
2000.

INCOME  TAXES:

The  Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes, which requires
recognition  of  deferred tax liabilities and assets for the expected future tax
consequences  of events that have been recognized in the financial statements or
tax  returns.    Under  this  method,  deferred  tax  liabilities and assets are
determined based on the difference between the financial statement and tax bases
of  assets  and  liabilities  using  enacted tax rates in effect for the year in
which  the  differences  are  expected  to  affect  taxable  income.   Valuation
allowances  are  established when necessary to reduce deferred tax assets to the
amount expected to be realized.  The provision for income tax expense is the tax
payable  for the period plus the change during the period in deferred tax assets
and  liabilities.

NET  LOSS  PER  SHARE:

Basic  earnings  per  share  is  computed  by dividing  income or loss available
to  common  shareholders  by  the  weighted average number of shares outstanding
for  the  period.  Diluted earnings per  share reflect the potential dilution of
securities  that could share in the earnings  of an entity.  Due to the  losses,
there  were  no  includable  equivalents  in any period presented.

Options and warrants to purchase 2,524,268, 975,300 and 993,800 shares of common
stock were outstanding at years ended 2000, 1999 and 1998, respectively.   These
were not included in the calculation  of  net loss per  share as they were anti-
dilutive due to losses in all years.  See  Note 8  "Common  Stock"  and  Note 10
"Stock Option Plan" for details on these securities.


STOCK-BASED  COMPENSATION:

Effective October 1, 1996, the Company  adopted  the  disclosure  provisions  of
SFAS No. 123, Accounting  for Stock-Based Compensation, which requires pro forma



                                       F-8
<PAGE>

disclosure of net income and earnings per share  as  if  the  SFAS No. 123  fair
value method had been applied.  The Company continues to apply the provisions of
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees,  for  the preparation  of  its  basic  financial  statements.


FINANCIAL  INSTRUMENTS:

At  September 30,  2000 and 1999, the Company's financial instruments consist of
cash, and accounts and notes receivable. The carrying value of cash and accounts
receivable approximate fair value based upon the liquidity and short-term nature
of the assets.  The carrying value of notes receivable substantially approximate
fair value based upon current market  interest  rates, the  short-term  maturity
of  certain  of  the notes  and  relative  amounts  owed.  The carrying value of
capitalized  leases  approximates  fair value at September 30, 2000,  since  the
leases  were entered into during fiscal  1998  at  rates  which  approximate the
rates at September 30, 2000.

RECLASSIFICATIONS:

Certain  prior-year  amounts  have  been reclassified to conform to current year
presentation.

RECENTLY  ISSUED  ACCOUNTING  STATEMENTS:


In October 1998,  the FASB issued  SFAS No. 132,  Employers'  Disclosures  about
Pensions and Other  Postretirement  Benefits. SFAS  No. 132, revised  employers'
disclosures about  pensions  and  other  postretirement  benefits.  It  did  not
change the measurement of recognition of those plans, and,  accordingly, had  no
effect on  results  of  operations and  financial  position upon adoption by the
Company as of October 1, 1998.

In June 1998, the FASB issued SFAS 133,  Accounting  for Derivative  Instruments
and Hedging Activities. SFAS 133 requires companies to recognize all derivatives
contracts as either assets or liabilities in  the  balance  sheet and to measure
 them at fair value.  If certain conditions are met, a  derivative
may be specifically designated as a hedge, the  objective  of  which is to match
the  timing  of  gain or loss  recognition  on the  hedging  derivative with the
recognition  of (i)  the changes  in  the  fair  value  of  the  hedged asset or
liability that are attributable to the hedged risk or (ii) the  earnings' effect
of the hedged forecasted transaction.   For  a derivative  not  designated  as a
hedging instrument, the gain or loss is recognized  in  income in  the period of
change.    In  June 1999,  the FASB issued SFAS 137,  Accounting for  Derivative
Instruments and Hedging Activities  -  Deferral  of  the  Effective Date of FASB
Statement No. 133, which amends SFAS 133 to be effective for all fiscal quarters
of  all  fiscal years beginning after  June 15, 2000.   In June 2000,  the  FASB
issued SFAS 138, Accounting for Derivative Instruments and Hedging Activities  -
An Amendment of FASB Statement No. 133,  which addressed  certain implementation
issues of SFAS 133.

Historically, the Company has not entered into derivatives  contracts  either to
hedge existing risks or for speculative purposes.  Accordingly, the Company does
not  expect  adoption  of  this  new  standard  to have a material impact on its
financial position, results of operations or cash flows.

In December 1999,  the  SEC  staff  released Staff Accounting Bulletin (SAB) No.
101, Revenue Recognition in Financial Statements,  which  provides  interpretive
guidance on the recognition, presentation and disclosure of revenue in financial
statements.  SAB 101 must be applied to financial Statements no  later  than the
quarter ended September 20, 2000.    There  was  no  material  impact  from  the
application  of  SAB  101  on  the  Company's  financial  position,  results  of
operations or cash flows.


3.   CONCENTRATIONS OF CREDIT RISK AND FOREIGN SALES:

The  Company  performs ongoing credit evaluations of its customers and generally
does  not  require  collateral  on  accounts  receivable  as the majority of the
Company's  customers  are  large,  well-established  companies.   Two  customers



                                       F-9
<PAGE>

accounted for approximately 75% and 22% of the  accounts  receivable  balance at
September 30, 2000, and four customers accounted for approximately 30%, 18%, 16%
and  13% of the accounts receivable balance at September 30, 1999. Additionally,
four customers,  including  revenues  from  the  Company's Distributors  treated
as  resulting  from  one customer (see Note 4), accounted for approximately 26%,
21%, 14% and 13% of  total  revenues  for  the fiscal  year ended September  30,
2000.  Five  customers, including  revenues  from   the  Company's  Distributors
treated as resulting from one customer (see Note 4), accounted for approximately
16%, 16%, 12%, 11% and 11% of total revenues for the fiscal year ended September
30, 1999.  Three customers,  including revenues from the Company's  Distributors
treated as resulting from one customer (see Note 4), accounted for approximately
40%, 12% and 10% of total revenues for the fiscal year ended September 30, 1998.
Net revenues from Canadian and European customers were as follows:




                                       F-10
<PAGE>
<TABLE>
<CAPTION>

                                              Years Ended
                                             September 30,
                                         -------------------
                                          2000   1999   1998
                                         -----  -----  -----
<S>                                      <C>    <C>    <C>
Canada    . . . . . . . . . . . . . . . .  0%     2%     2%
Europe    . . . . . . . . . . . . . . . .  0%     0%     1%

</TABLE>


4.   RELATED PARTY TRANSACTIONS:

The Company has certain transactions with related parties in the ordinary course
of  business  as  set  forth  below.

Notes  receivable  and  payable:
-------------------------------

Notes  receivable  and  payable  from  officers  consist  of  the  following:

<TABLE>
<CAPTION>

                                                                   September 30,
                                                               ----------------------
                                                                   2000      1999
                                                               ----------  ----------
<S>                                                            <C>         <C>
5.7 to 10% Uncollateralized notes receivable from Senior Vice
President,   due in varying amounts through September 30, 1999         -      37,013
Accrued interest receivable. . . . . . . . . . . . . . . . . .         -       4,264
                                                                ---------   ---------
  Total receivable from officers . . . . . . . . . . . . . . .         -      41,277
                                                                ---------   ---------
24% Uncollateralized notes payable to president, due
 December 30, 1999 . . . . . . . . . . . . . . . . . . . . . .         -    (262,536)
24% Uncollateralized notes payable to senior vice president,
 due February 28, 2000 . . . . . . . . . . . . . . . . . . . .         -    (120,426)
24% Uncollateralized notes payable to senior vice president,
 due June 30, 2001 . . . . . . . . . . . . . . . . . . . . . .         -    (135,000)
24% Uncollateralized notes payable to senior vice president,
 due July 31, 2001 . . . . . . . . . . . . . . . . . . . . . .         -    ( 57,000)
Accrued interest payable . . . . . . . . . . . . . . . . . . .         -    (216,491)
11.5% Collateralized notes payable to a related party,
 due August 27, 2002 . . . . . . . . . . . . . . . . . . . . .  (100,000)          -
Accrued interest payable . . . . . . . . . . . . . . . . . . .  (  1,082)          -
                                                                ---------   ---------
  Total payable to officers and related parties. . . . . . . .  (101,082)   (791,453)
                                                                ---------   ---------
Notes Payable to officers and related parties, net . . . . . . $(101,082)  $(750,176)
                                                               ==========  ==========
<FN>
All net notes payable to officers at September 30, 1999 were classified as long-
term, as the noteholders  committed  to extend them to at least October 1, 2000.
These notes were converted to equity during March, 2000.  (See Note 8).

</TABLE>


                                       F-10
<PAGE>


Software  Licenses  and  Distributorships:
-----------------------------------------

The  Company  entered into agreements with several entities (the "Distributors")
for licenses  and  distributorship   arrangements  for  its  year  2000 software
products, Assess/2000 and  Complete/2000, and related services. The Distributors
are  related to each  other  through  some  common  ownership  and management; a
shareholder  of  the  Company is a founding  investor and officer of each of the
other  entities.    At  least  one  other  shareholder of the Company is also an
investor  in at least one  of  the  Distributors.   Under  the   distributorship
agreements, the Distributors received territorially  exclusive  rights to market
year  2000  renovation  projects  to  be performed  by  the Company   using  the
Complete/2000  software,  and  year 2000 assessment  projects  to  be  performed
either by the Company or the Distributor  using  the  Assess/2000  software.  In
exchange  for  sales  and  marketing  services  and  support,  customer contact,
project  management  services and  staffing for  a portion of the on-site  work,
the   Distributor  generally  received a fee equal to 25% of collected revenues.
The Company  allocates  those fees  25% to cost of services and maintenance, and
75%  to  sales  and marketing expense.    The  exclusivity  rights  under  these
contracts were generally for  an initial  one-year  period,  but were  renewable
for up to four additional  years based  on certain  performance  conditions. The
Distributors  generally had separate agreements for license rights for unlimited
usage of the Assess/2000 product. In the case of one contract, fees payable were
50% of collected revenues until $1,500,000  was received by the Distributor, and
25% of revenue  collected  thereafter. During fiscal 1998, the $1,500,000 amount
had been earned, with all subsequent fees  earned at the 25% rate.

The  licensing and distributorship fees received from the Distributors, totaling
$3,125,000 and $200,000 in 1997 and 1996, respectively, were generally  deferred
and  recognized  over  a  five  year  period  commencing with the signing of the
respective agreements.  Of these amounts, approximately $865,000  and $1,410,000
is  deferred  at September 30, 2000 and 1999, respectively.   Additional fees of
approximately  $672,000 for training programs,  annual software maintenance, and
customer support were received in 1997; of this amount, approximately   $115,000
and  $135,000  is  deferred  at  September  30, 2000  and  September  30,  1999,
respectively.   The  year  2000 project  fee expense  related to the distributor
contracts,  included in  cost of revenues in  the   accompanying   statements of
operations, was approximately $18,000, $166,000 and $346,000 for the years ended
September 30, 2000, 1999 and 1998, respectively.  The year 2000 expenses related
to  the distributor contracts, included  in  sales and marketing expenses,  were
approximately   $55,000,  $497,000, and $1,037,000 for the years ended September
30, 2000,  1999 and 1998.



                                       F-11
<PAGE>

5.   EQUIPMENT AND FURNITURE:

Equipment  and  furniture  is  comprised  of  the  following:

<TABLE>
<CAPTION>

                                                 September 30,
                                           -------------------------
                                               2000        1999
                                           ----------- -------------
<S>                                        <C>         <C>
Computer equipment and software
    (See Note 10) . . . . . . . . . . . .  $ 1,133,067  $   852,137
Furniture and equipment . . . . . . . . .      310,890      310,890
Leasehold improvements  . . . . . . . . .       77,117       77,117
                                            ----------- ------------
      Total Assets                           1,521,074    1,240,144
Accumulated depreciation and amortization   (1,210,435)    (962,612)
                                            ----------- ------------
                                           $   310,639  $   277,532
                                           ============ ============
</TABLE>

The net book value of internally developed software, including certain purchased
software technology rights, at September 30, 2000 and 1999, are  $275,000 and $0
respectively.  Amortization of purchased software technology rights was $76,406,
$50,000  and $50,000 in  the  years  ended  September  30,  2000, 1999 and 1998,
respectively.



6.   PAYABLE TO FACTOR:

In  October 1995, the Company entered into a recourse factoring agreement with a
financial  organization whereby the Company is able to obtain financing of up to
80% of  purchased  trade accounts receivable, with a maximum  available limit of
$1,250,000. In addition to an administrative fee of 1% of each invoice financed,
the Company incurs interest at the rate of 2% per month on the outstanding gross
amount  of  the  receivables financed.   The Company's  obligations  under  this
agreement have  been  personally  guaranteed by  the  president and  senior vice
president of the Company,  who are significant shareholders of  the Company.  At
September 30, 2000   the Company's  outstanding indebtedness under the agreement
was $501,000. At September 30, 1999 the Company's outstanding indebtedness under
the  agreement  was $861,000.   The  agreement  may  be terminated by either the
factor or the Company at any time.  The Company is in the process of negotiating
lower  interest  and  administrative  fee  rates in  exchange for issuing to the
lender warrants to purchase common stock.


7.   INCOME TAXES:

The  components  of  the  provision  for income taxes are summarized as follows:

<TABLE>
<CAPTION>

                                               Years Ended
                                              September 30,
                                          ----------------------
                                           2000    1999    1998
                                          ------  ------  -------

<S>                                       <C>     <C>     <C>
Current:
State . . . . . . . . . . . . . . . . . . $    -  $  800  $  800

Foreign . . . . . . . . . . . . . . . . .      -       -       -
                                          ------  ------  ------
Total provision for income
 Taxes. . . . . . . . . . . . . . . . . . $    -  $  800  $  800
                                          ======  ======  ======
</TABLE>

                                       F-12
<PAGE>
The effective income tax rate differs from the statutory federal income tax rate
as follows:

<TABLE>
<CAPTION>
                                                 Years Ended
                                                September 30,
                                          -------------------------
                                           2000     1999     1998
                                          ------   ------   -------

<S>                                       <C>      <C>      <C>
Federal Statutory Rate  . . . . . . . . . (34.0)%  (34.0)%  (34.0)%

Beneficial stock and warrant pricing. . .  17.4        -        -

State taxes and other . . . . . . . . . .   9.4     10.5      0.6

Valuation account changes . . . . . . . .   7.2     23.5     33.4
                                          =======  =======  =======
</TABLE>




Significant  components  of  the  Company's  net  deferred  tax  balances are as
follows:

<TABLE>
<CAPTION>
                                                        September 30,
                                                --------------------------
                                                    2000         1999
                                                ------------  ------------
<S>                                             <C>           <C>
Deferred tax assets (liabilities):
Accrual vs. cash basis adjustment  . . . . . .  $   94,000    $   141,000
Deferred revenues  . . . . . . . . . . . . . .     436,000        713,000
Deferred compensation  . . . . . . . . . . . .      82,000        158,000
Net operating loss carryforwards . . . . . . .   3,050,000      2,492,000
State taxes and other .  . . . . . . . . . . .     (44,000)        21,000
                                                ------------  ------------
  Total deferred tax assets. . . . . . . . . .   3,618,000      3,525,000
Valuation allowance. . . . . . . . . . . . . .  (3,618,000)    (3,525,000)
                                                ------------  ------------
  Net deferred tax assets. . . . . . . . . . .  $         -   $         -
                                                ============  ============

</TABLE>

Effective September 30, 1999, the Company changed from the cash basis method  to
the  accrual  method  for income tax purposes. Certain amounts will be amortized
into income over a four year period.

Since  the Company  could  not determine if it was more likely than not that the
deferred tax assets  would be realized, a 100%  valuation  allowance   has  been
provided  to eliminate the  deferred tax assets at  September 30, 2000 and 1999.
The increase (decrease) in the  valuation allowance  was $93,000,  $643,0000 and
($778,000) in the years  ended September 30, 2000, 1999 and 1998, respectively.

At September 30, 2000,  the Company has  net operating  loss  carryforwards  for
federal and California state income tax purposes of approximately $8,143,000 and
$4,011,000,  respectively.   These  carryforwards  expire  in  varying   amounts
through 2020.   Pursuant  to  the  provisions  of  the  Tax  Reform Act of 1986,
utilization of  these  net  operating  loss  carryforwards  may be subject to an
annual limitation due  to  any  greater  than 50% change in the ownership of the
Company  within  a  three-year  period.


                                       F-13
<PAGE>

8.   COMMON STOCK:

In connection with a December, 1996 private placement, the Company issued to the
investors nontransferable warrants to purchase 282,000 shares  of  common stock.
The warrants are exercisable for a period of two  years, at a price of $4.00 per
share  during the first  year and at $4.60 per share  during  the  second  year.
During the year  ended  September 30, 1998, warrants  to  purchase 12,000 shares
of common stock were exercised resulting in proceeds  of  $48,000.

In December 1998, the Company  extended  the expiration  date  of  the remaining
270,000 warrants, scheduled to expire in December 1998, to a new expiration date
of December 31, 1999.  The value assigned to the warrant extension was $0.10 per
warrant.   Also, in  exchange for the surrender  of  certain demand registration
rights which were held by the same warrant  holders, the company  issued  10,000
shares of common stock valued at $1.125 per share.

In January 1999,  the Company sold in a  private  placement  418,332  shares  of
common stock at $0.75 per share, resulting in gross  proceeds  of  $313,750.  In
connection  with the private placement, the  Company  issued  to  the  placement
agent,  warrants to purchase 30,000  shares  of common stock at $0.75 per share,
expiring in five years.

In January 2000, the Company completed a private placement  of 1,175,000  shares
of common stock at $0.20 per share, resulting in gross proceeds of $235,000.

In March 2000, the Company completed a private placement  of  613,530 shares  at
$2.66  per  share, resulting  in  gross  proceeds  of  $1,632,000. Additionally,
1,063,006  shares  were  issued to the Company's senior officers  and employees,
year 2000  distributors  and  a director,  converting  Company  debt from loans,
deferred payroll, travel expenses and year 2000 distributor revenue sharing,  to
equity  at  a conversion price of $2.66 per share. The total debt converted into
equity  was  $2,827,596.    With  each share issued to investors in this private
placement  and  to those converting debt, the Company also issued a  warrant  to
purchase one half share of stock at $2.66 per share at a future date for a total
of  838,268 warrant shares. The warrants expire upon the earlier of three years,
or  30  days  after  the  10-day  trading average closing price of the Company's
common  stock  equals  or  exceeds  $7.98 per share (if a registration statement
covering the underlying shares has been declared effective).  In connection with
this private placement, the Company also issued to a finder warrants to purchase
200,000  shares  of common stock at $2.66 per share which expire in three years.
A total of $652,000 in  non-cash  compensation  expense  was  recorded  for  the
beneficial pricing  effect to senior officers, employees, year 2000 distributors
and a director.


9.   RESTRICTED STOCK PURCHASE PLAN:

In June 1993, the Board of Directors approved the 1993 Restricted Stock Purchase
Plan (the "Plan").  The Plan allows employees and consultants to purchase shares
of  the  Company's  common  stock  at a price not less than the fair value.  The
maximum aggregate number of shares which may be sold under the Plan is 1,000,000
shares of common stock.  No  shares  were sold under the Plan in 2000, 1999 or
1998.

Shares  purchased  under the Plan are  subject to a right of  repurchase  by the
Company at the original  purchase price upon the  termination of the purchaser's
employment or consulting  relationship with the Company.  Except for the initial
stock  purchases in 1993, for which the vesting  commenced on June 25, 1992, the
right to repurchase  generally  lapses at the rate of one-third  (1/3) after one
year from the date of  purchase,  and  one-thirty-sixth  (1/36) of the  original
number  of  shares  purchased  per month  thereafter. At September 30,  2000 and
1999,  no shares  are  subject  to the  Company's repurchase  option  under this
provision. No shares were repurchased during the years ended September 30, 2000,
1999 or 1998.



                                       F-14
<PAGE>

10.  STOCK OPTIONS:

In  April  1994,  the  Board  of  Directors approved the 1994 Stock Option Plan,
whereby  employees  and  consultants  may be granted incentive and non-statutory
stock  options.    Depending  on  the  employee's  stock  ownership  percentage,
incentive  stock  options  are granted with exercise prices ranging from 100% to
110%  of  the  fair  value  of  stock  at the date of grant.  Depending on stock
ownership  percentage,  non-statutory  stock  options  are granted with exercise
prices ranging from 85% to 110% of the fair value of stock at the date of grant.
The maximum aggregate number of shares of common stock which may be optioned and
sold  under the plan is 950,500.  The term of each option is that stated in each
specific  option agreement provided that the term does not exceed ten years from
the  date  of grant (five years in the case of an optionee already owning common
stock  representing  10%  or  more  of  the  voting  power).

Stock  option  activity  under  the  Plan  is  as  follows:


<TABLE>
<CAPTION>
                                     SHARES                         OPTIONS OUTSTANDING
                                   AVAILABLE    ---------------------------------------------------------
                                   FOR GRANT     NUMBER          PRICE       AGGREGATE    WEIGHTED AVG.
                                   UNDER PLAN    OF SHARES      PER SHARE      PRICE      EXERCISE PRICE
                                   ----------  -----------  --------------  ----------- ----------------
<S>                                <C>         <C>          <C>             <C>         <C>
Balance, October 1, 1997. . . . .    233,200      703,300   $   1.43-19.00  $2,808,085  $          3.99
Granted or repriced during 1998 .   (164,800)     164,800       8.02-11.50   1,663,996            10.10
Cancelled during 1998 . . . . . .    144,300     (144,300)      4.75-19.00  (1,915,710)           13.28
                                   ----------  -----------  --------------  ----------- ---------------
Balance, September 30, 1998 . . .    212,700      723,800   $   1.43-11.50  $2,556,371  $          3.53
Cancelled during 1999 . . . . . .     53,500      (53,500)      4.75-11.50    (516,180)            9.65
                                   ----------  -----------  --------------  ----------- ---------------
Balance, September 30, 1999 . . .    266,200      670,300   $   1.43-11.50  $2,040,191  $          3.04
Granted during 2000, including
 629,400 shares outside of the
 plan . . . . . . . . . . . . . .   (231,800)     861,200        0.58-3.25   2,121,099             2.46
Exercised during 2000 . . . . . .          -       (9,900)            2.00     (19,800)            2.00
Cancelled during 2000 including
 22,000 shares outside of the
 plan . . . . . . . . . . . . . .     48,600      (70,600)      0.58-11.50    (375,555)            5.32
                                   ----------  -----------  --------------  ----------- ---------------
Balance, September 30, 2000 . . .     83,000    1,451,000   $   0.58-11.50  $3,765,935  $          2.60
                                   ==========  ===========  ==============  =========== ===============

</TABLE>

The  following  table  summarizes  information  with  respect  to  stock options
outstanding  at  September 30, 2000

<TABLE>
<CAPTION>

                              OPTIONS OUTSTANDING                                   OPTIONS EXERCISABLE
--------------------------------------------------------------------------------  ------------------------
                NUMBER             WEIGHTED AVG.                         NUMBER
RANGE OF        OUTSTANDING AT     REMAINING CONTRACTUAL WEIGHTED AVG.   EXERCISABLE AT     WEIGHTED AVG.
EXERCISE PRICE  SEPTEMBER 30, 2000 LIFE (YEARS)          EXERCISE PRICE  SEPTEMBER 30, 2000 EXERCISE PRICE
=============== ================== ===================== =============== ================== ==============
<S>             <C>                <C>                   <C>             <C>                <C>
$0.58-2.00. . .           669,800                  0.68  $         1.23            645,140  $        1.04
2.66-4.75 . . .           702,900                  4.13            3.06            256,022           3.20
8.02-11.50. . .            78,300                  1.98           10.09             77,329          10.07
---------------  ----------------- --------------------  --------------- ------------------ --------------
$0.58-11.50 . .         1,451,000                  2.92  $         2.60            978,491  $        2.32
===============  ================= ==================== ================ ================== ==============
</TABLE>

In  April  1998,  at  the request of the Board of Directors, the Vancouver Stock
Exchange approved  a  repricing of  the options  then outstanding  at $15.35 and
$19.00 per share to $11.15 per share, which equaled the market price at the date
of the repricing grant.  Other  terms of  those options remain the same.

In  June  1998,  at  the request of the Board of  Directors, the Vancouver Stock
Exchange  approved  a repricing  of  the  options  then outstanding at $9.70 and
$12.70 per  share  to  $8.02 per share,  which  equaled  the market price at the
date of the repricing grant.  Other terms of those options remain the same.


                                       F-15
<PAGE>


In February 2000, the Company's Board of Directors approved the grant of options
to  purchase  an  aggregate  of 151,800 shares  of  its common stock to  various
employees under its 1994 Stock Option Plan.  These options are fully vested upon
issuance and are exercisable at a price  of $0.58 per share for a period of five
years. In addition, on March 17, 2000, the Company's Board of Directors approved
the  grant of options to purchase 80,000 shares of its common stock to a  member
of  its  Board  of Directors under its 1994 Stock Option Plan and the  grant  of
options to purchase an aggregate  of  258,900  shares  of  its  common stock  to
various employees outside the 1994 Stock Option Plan.  All of these options vest
over  various  periods  of  up  to four years, and are exercisable at a price of
$3.25 per share for a period of five years.

In April 2000, the Company's Board of Directors approved the grant of options to
purchase  an aggregate of  340,000  shares of its common stock to two principals
of 2000 Technologies,. Inc.   140,000 of these options, valued at $249,000, were
issued in exchange for perpetual,  exclusive rights  to a software product owned
and marketed by them, and were fully vested upon issuance.  The remainder, which
relate to services  to  be  received  by the Company, vest ratably on the first,
second and third  anniversaries of  the date of issuance.   All of these options
were issued outside the 1994 Stock Option Plan,  and  are exercisable at a price
of $2.66  per share  for a period of five years.  The $249,000 fair value of the
options  issued for  capitalized  software  is  included  with  other  purchased
software in fixed assets, and is amortized over a three-year life.

In addition, throughout the 2000 fiscal year,  the  Company's Board of Directors
approved the grant of options to purchase 30,500 shares  of  its common stock to
various employees.   All  of  these  options were issued outside the  1994 Stock
Option Plan, and are exercisable at various prices from $1.00 to $1.44 per share
for a period of five years.

The  Company  applies  APB  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees,  in accounting for its plan.  Accordingly,  no compensation  cost has
been  recognized  for its  stock  option  plan.  Had  compensation  cost for the
Company's  stock  option  plan been  determined  consistent  with SFAS No.  123,
Accounting for Stock-Based Compensation, the Company's net loss and net loss per
share would have been the unaudited pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                                 Years Ended
                                                                September 30,
                                                   ---------------------------------------
                                                       2000          1999          1998
                                                   ------------  ------------  -----------
<S>                                   <C>          <C>           <C>           <C>
Net loss . . . . . . . . . . . . . .  As reported  $(1,276,864)  $(2,731,380)  $(2,328,652)
                                      Pro forma    $(1,477,568)  $(2,771,871)  $(2,893,374)

Net loss per share-basic and diluted  As reported  $     (0.09)  $     (0.23)  $     (0.20)
                                      Pro forma    $     (0.11)  $     (0.23)  $     (0.25)

</TABLE>

The  fair  value  of  the  Company's  stock  option grants is amortized over the
vesting  period.    The  average fair values of options granted during the years
ended  September 30, 2000 and 1998,  (including repriced options) were $1.90 and
$2.35  respectively.  There  were  no  stock  options  granted in the year ended
September 30, 1999.  The fair value was estimated as of the date of grant  using
a  modified  Black-Scholes  option  pricing  method  based  upon  the  following
weighted average assumptions for 2000 and 1998:






                                       F-16
<PAGE>

<TABLE>
<CAPTION>

                                       Years Ended
                                      September 30,
                                     ---------------
                                      2000    1998
                                     ------- -------
<S>                                  <C>     <C>
Expected life (years). . . . . .     2.25    2.10
Expected volatility. . . . . . .     185 %   116 %
Risk free interest rate. . . . .     6.00%   5.60%
</TABLE>


11.  PROFIT SHARING AND RETIREMENT PLANS:

The  Company  has  a  401(k)  profit  sharing  plan  covering  substantially all
employees,  under  which  employees may defer their eligible compensation (up to
the statutorily and 401(k) plan prescribed limits) and have the  amount  of  the
deferral  contributed  to  the  401(k) plan.   Employees who have completed  one
year  of  service  may,  at the company's  sole  discretion,  receive a matching
contribution  from  the  company  up to  a  maximum  of  4% of  the participants
eligible compensation.   The Company's  cost  of the 401(k) profit sharing  plan
was  $61,010  (of which $11,940 is non-discretionary),  $71,682, and $73,499  in
the  fiscal  years ended September  30, 2000,  1999  and 1998, respectively. For
the plan  years  ended  December 31, 2000 and 1999,  respectively,  $66,149  and
$84,337, plus  penalties and interest, have not yet been funded by the Company.

The  Company also has a Money Purchase Pension Plan (Pension Plan).  The Company
was  required  to  contribute  10%  of  total  participant  compensation through
December  1992  and  6%  of  total participant compensation from January 1, 1993
through  December  31,  1994.    Effective January 1, 1995, contributions to the
Pension  Plan were discontinued, as the Company  now  contributes  to the 401(k)
Plan as described above.   There were no contributions to this Plan during 2000,
1999 or 1998.


12.  LEASE COMMITMENTS:

The Company  leases  office space and equipment  under  operating  leases.  Rent
expense  under operating  leases  was $318,277, $302,495, and  $354,684  in  the
fiscal  years ended  September  30, 2000,  1999  and  1998, respectively.  As of
September 30,  2000,  future  minimum  lease  payments  under  operating  leases
are as follows:

<TABLE>
<CAPTION>

Years Ending September 30,
--------------------------
<S>                         <C>
2001 . . . . . . . . . . .  $  299,000
2002 . . . . . . . . . . .      75,000
                            ----------
                            $  374,000
                            ==========

<FN>
Minimum payments to be received by  the Company for the sublease of office space
are  $68,750  and  $17,190  for  the  years  ended  September  30, 2001 and 2002
respectively.

</TABLE>







                                       F-17
<PAGE>




13.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>

                                         Years Ended
                                        September 30,
                                 ----------------------------
                                   2000      1999      1998
                                 --------  --------  --------

<S>                              <C>       <C>       <C>

Interest paid . . . . . . . . .  $184,430  $260,410  $220,053

</TABLE>

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:

<TABLE>
<CAPTION>

                                                               Years Ended
                                                               September 30,
                                                        ----------------------------
                                                            2000      1999      1998
                                                        ---------  ---------  ---------

<S>                                                     <C>        <C>        <C>

Writeoff of accounts receivable against accrued
 distributors' fees related thereto . . . . . . . . .   $      -   $      -   $288,302
Acquisition of equipment and furniture through
 capital lease  . . . . . . . . . . . . . . . . . . .          -          -     70,946
Accrued interest on notes payable to officers and
 related parties. . . . . . . . . . . . . . . . . . .      1,082    120,954     90,405
Options issued to purchase software . . . . . . . . .    275,500          -          -

</TABLE>


14.  QUARTERLY INFORMATION (unaudited)

The summarized quarterly financial data presented below reflect all  adjustments
which, in  the  opinion of  management,  are  of a  normal and recurring  nature
necessary to present fairly the results of operations for the periods presented.

<TABLE>
<CAPTION>

                                                       Second      Third
                                                      Quarter     Quarter
                                           First     (as revised  (as revised   Fourth
                                          Quarter     see below)   see below)  Quarter      2000
                                        ----------- ------------ ----------- -----------  ------------
                      Year Ended 2000
<S>                                     <C>         <C>          <C>         <C>          <C>
Net revenue                             $1,416,905  $   512,816  $  993,567  $1,015,509   $ 3,938,797
Gross profit                               864,852      296,551     790,885     630,838     2,583,126
Operating income (loss)                    107,268     (912,305)    (48,347)   (110,229)     (963,613)

Net loss                                $  (34,586) $(1,029,364) $  (66,155) $ (146,759)  $(1,276,864)

   Basic and diluted loss
    per common share                        $(0.00)      $(0.08)     $(0.00)     $(0.01)       $(0.09)


                                           First       Second      Third       Fourth
                                          Quarter      Quarter     Quarter     Quarter       1999
                                        ----------- ------------ ----------- -----------  ------------
                      Year Ended 1999
<S>                                     <C>         <C>          <C>         <C>          <C>
Net revenue                             $  759,915  $   960,618  $  903,123  $  836,695   $ 3,460,351
Gross profit                               117,309      263,507     343,440      (9,638)      714,618
Operating loss                            (635,123)    (452,906)   (392,339)   (697,081)   (2,177,449)

Net loss                                $ (769,111) $  (566,701) $ (542,744) $ (852,824)  $(2,731,380)

   Basic and diluted loss per
    common share                            $(0.07)      $(0.05)     $(0.04)     $(0.07)       $(0.23)


</TABLE>


                                       F-18
<PAGE>
The 2000 results have been retroactively restated for the second and third
quarters to reflect certain corrections as follows:

<TABLE>
<CAPTION>
                                    Second Quarter                            Third Quarter
                       -------------------------------------------  -----------------------------------------
                           As                                            As
                        Originally                        As          Originally                       As
                         Reported    Adjustments         Adjusted      Reported   Adjustments        Adjusted
                        -----------  -----------  --   -----------   ----------   -----------  ---   --------

<S>                     <C>          <C>          <C>  <C>           <C>          <C>          <C>   <C>
Net Revenue . . . . .   $   512,816  $                 $   512,816    $ 993,567    $                 $993,567
Gross Margin  . . . .       296,550                        296,551      790,885                       790,885
Loss from operations.    (1,214,305)     302,000    a     (912,305)     (11,957)    (36,390)    b,c   (48,347)

Net Loss. . . . . . .   $(1,331,364)  $  302,000    a  $(1,029,364)   $ (29,765)   $(36,390)    b,c  $(66,155)

Basic and Diluted
 loss per common
 share. . . . . . . .       $(0.10)       $0.02             $(0.08)      $(0.00)     $(0.00)           $(0.00)
                       --------------------------------------------  -----------------------------------------
<FN>
                                                                     Second          Third
                                                                     Quarter        Quarter
a.  The  beneficial  pricing effect  discussed  in  Note 8
related to the  purchase  of  stock  by  certain  officers,  a
director, employees and Company distributors was inadvertently
incorrectly calculated                                             $(302,000)       $     -

b.  Amortization of  purchased  software  costs  discussed  in
Note 10 was inadvertently not recorded timely                              -         21,740

c.  Options  issued  related to services  discussed in Note 10
were inadvertently not recorded timely                                     -         14,650
                                                                   ---------       ---------
Required adjustments                                               $(302,000)       $36,390
                                                                   ==========      =========
</TABLE>

<TABLE>
<CAPTION>

                                        FORECROSS CORPORATION
                                  VALUATION AND QUALIFYING ACCOUNTS




                                                      Additions -         Deductions-
                                     Balance,        Charges to           Write-offs        Balance,
                                   Beginning of   Revenues or Costs       Charged to        End of
                                      Period       and Expenses (1)         Reserve         Period
                                   -------------  -----------------   -----------------  ------------
ALLOWANCES  AGAINST  RECEIVABLES:
--------------------------------

<S>                                <C>            <C>                 <C>                <C>
Year Ended September 30,
2000. . . . . . . . . . . . . .    $    45,000    $        (25,000)   $              -   $    20,000

1999. . . . . . . . . . . . . .        136,650             (65,001)             26,649        45,000

1998. . . . . . . . . . . . . .        300,340             124,952             288,642       136,650


DEFERRED TAX ASSET VALUATION ALLOWANCES:
---------------------------------------

Year Ended September 30,
2000 . . . . . . . . . . . . .      $3,525,000    $               -   $        (93,000)  $ 3,618,000

1999 . . . . . . . . . . . . .       2,882,000                    -           (643,000)*   3,525,000

1998. . . . . . . . . . . . .        2,104,000                    -           (778,000)*   2,880,000


* offset by change in deferred tax asset


<FN>
(1)    Certain allowances related to contract estimations for amounts of revenue
recognized  on  percentage-of-completion  basis are charged directly to revenues
</TABLE>

                                       S-1
<PAGE>
<TABLE>
<CAPTION>

Exhibit No.  Description
-----------  --------------------------------------------------------------------------------
<C>          <S>

      3.1+   Restated Articles of Incorporation

      3.2+   By-Laws
     10.1+   Lease Agreement, dated January 1, 1997
             between the Company and The Canada Life Assurance Company
     10.2+   Form of Indemnification Agreement entered into
             between the Company and each of its officers and
             directors
     10.3+   1993 Restricted Stock Purchase Plan
     10.4+   1994 Stock Option Plan and Form of Option Agreement
     10.5*   Exclusive Distributor Agreement between the
             Company and Gardner Solution 2000, L.L.C., and
             Amendment
     10.6*   Exclusive Distributor Agreement between the
             Company and Y2K Solutions, L.P.,
     10.7*   Software License Agreement between the Company
             and Y2K Solutions, L.P.
     10.8+   Factoring Agreement, dated October 30, 1995, between
             the Company and Silicon Valley Financial Services
     10.9+   Lease Expansion Proposal dated November 17, 1997, between
             the Company and The Canada Life Assurance Company
     10.10+  Factoring Modification Agreement, dated January 13, 1998, between the Company
             and Silicon Valley Financial Services
     10.11*  Exclusive Distributor Agreement between the Company and CY2K Solutions, L.L.C.
     10.12*  Software License Agreement between the Company and CY2K Solutions, L.L.C.
     10.13*  Exclusive Distributor Agreement between the Company and PY2K Solutions, L.L.C.
     10.14*  Software License Agreement between the Company and PY2K Solutions, L.L.C.
     16.1+   Notice of Change of Auditor dated September 23, 1997, issued to all holders of
             common shares of Forecross Corporation
     16.2+   Letter dated September 23, 1997 from BDO Seidman, LLP to the British Columbia
             Securities Commission and to the Vancouver Stock Exchange confirming the
             accuracy of the information contained in the Notice of Change of Auditor of
             Forecross Corporation dated September 23, 1997
     16.3+   Letter dated September 23, 1997 from Coopers & Lybrand, L.L.P. to the British
             Columbia Securities Commission and to the Vancouver Stock Exchange confirming
             the accuracy of the information contained in the Notice of Change of Auditor of
             Forecross Corporation dated September 23, 1997
     16.4+   Letter dated September 23, 1997 from the Board of Directors of Forecross
             Corporation to the shareholders of Forecross Corporation, the British Columbia
             Securities Commission and the Vancouver Stock Exchange confirming the review of
             the Board of Directors of the Notice of Change of Auditor and the related letter
             dated September 23, 1997 from BDO Seidman, LLP and Coopers & Lybrand,
             L.L.P.

     27.1    Financial Data Schedule, September 30, 2000

<FN>
          +  Previously filed as part of the Company's Form 10/A, effective June 16, 1998.

          *  The Company has requested that certain portions of the documents be given
             confidential  treatment.  The entire documents, including the redacted portions,
             have  been  filed  with  the  SEC.
</TABLE>