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, 1999

                                          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.  [ ]

     The  aggregate  market  value  of  the  voting   common   stock  held    by
non-affiliates  of  the  Registrant  as  of  December 15, 1999 was  $3,722,000.

<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;
dependence on year 2000 revenues;  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  its  predecessor
corporations,  has been in business since 1982. Forecross develops,  markets and
sells 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, Forecross also developed, marketed and sold  similar software and services
to large organizations for the automated assessment and renovation  of  non-year
2000-compliant   business   software applications.


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
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.


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     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

     The  Company's  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.

     The  products  of  Forecross  represent  a third solution.  The Company has
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 (see
"-Products").  Consequently,  this  option usually has the lowest cost and least
risk associated with  it.  For the Company's experience competing  against these
other  solutions,   see    "Competition---Competitive Position".


MARKET

     At its broadest,  the potential  worldwide market for Forecross products is
comprised of approximately 30,000 large computer-using organizations.  Generally
referred to as "enterprise  computing" users, they include 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 the new technologies and,
hence, find themselves with a large inventory  of  crucial  information  systems
based on rapidly obsolescing technology.

     Forecross  initially  focused its primary attention upon the portion of the
North American  enterprise computing market that was,  at the time, comprised of
approximately  1,000 users  (now  450 users) of  Computer  Associates Integrated
Database  Management System (CA-IDMS) (based on information  supplied  in   July
1998 by Computer Intelligence Corporation, 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  upon reports in the industry press,  Forecross
believes 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 450  users
will have decided to move to newer,  more cost-effective  and flexible computing
environments.  The Company's  initial  estimates  indicated  that  outside North


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<PAGE>
America  there  were  an  additional 1,000  or  more CA-IDMS organizations.  The
estimate of  current  CA-IDMS  users outside North America is approximately 400.
These users also represent a potential market in which Forecross has already had
some initial success.

     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  (initially  estimated at 20,000 users for all
products listed,  this  portion  of the enterprise computing market is currently
estimated to be between 15,000 and 20,000 users for all products listed).  These
additional  areas create  opportunities for Forecross  to develop other products
and give the Company added flexibility in responding to changes and developments
in the marketplace.


PRODUCTS

     The  Company has licensed and delivered its 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 &  Company, 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 Forecross 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.

     Forecross products are designed to automate up to 100% of the conversion of
an existing application. It has been the  experience  of  the  Company  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  Forecross
products  a cost-effective and lower risk alternative.  Converted   applications
are functionally equivalent to their  unconverted   counterparts,  and,  in  the
experience   of   the  Company,  maintainability  and  performance  in  the  new
environment are typically  unaffected  or  enhanced.   Each   Forecross  product
includes  a  significant  number of customization options which can  be selected
by  the  user  to  obtain  results  closest  to  the  specific   conversion   or
renovation objectives.

     During 1999, Forecross developed two additional products aimed at extending
the scope of its conversion solution offerings.  One tool, called 'Sentinel/Test
Suite',  is  used  to  test  the  converted applications to ensure that they are
functionally  equivalent  to  their  un-converted counterparts. The second tool,
called  'Sentinel/Integrity Manager'  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, but the Company intends to offer end-user licenses in the future.


UNDERLYING  PROPRIETARY  TECHNOLOGY

     The  Company's  powerful  and  flexible   technology  known  as  the  XCODE
architecture,  has been  refined  over the last  thirteen  years  and  forms the
foundation for all Forecross products, tools, and associated services.

     The  proprietary  XCODE  architecture  of  Forecross  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.

     Forecross  began  developing its 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,  Forecross 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,  Forecross  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.  The Company's modular XCODE architecture is,
therefore,  readily  adaptable  to the development of new migration and new year
2000  products.  This lowers the cost, shortens the time and reduces the risk of
new  product  development.


                                        3
<PAGE>
     COMMERCIALLY  AVAILABLE  PRODUCTS

     Forecross  has,  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)

     Forecross is the owner of six of these products. Ownership of the following
products  is  shared:  IMSADF  II  to  Cross  System Product Facility, which was
developed  by  Forecross,  but  is  owned jointly with IBM; Convert/IMSADF II to
APS/COBOL,  which  was developed by Forecross, but is owned jointly with Bank of
America; and Fastforward/VSAM to SUPRA which was developed by Forecross pursuant
to  a  Development  and  License  Agreement  dated  April  22, 1991, with Cincom
Systems,  Inc.  (the "Cincom Agreement") and is jointly owned by the Company and
Cincom.    Forecross  and  IBM have joint marketing rights to the first product,
Forecross 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 the Company's business or its
near-term  business  plans.


     PRODUCT  DEVELOPMENT

     The  Company's  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  Forecross  undertakes  the development of a new
product,  it generally requires 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  which  greatly  enhances  the Company's ability to employ this
strategy  is  its  proprietary  XCODE  architecture.  The XCODE architecture has
historically enabled the  Company  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 the Company to fund most or all
of  the  development cost from the license  revenue  generated  by  the  initial
development-funding  customer.


     Research and development expenses were $728,239, $1,520,709, and $1,006,768
in the years ended September 30, 1999,  1998 and 1997, respectively.


PRODUCT  LICENSING

     MIGRATION  PRODUCT  LICENSING

     Forecross grants its customers a non-exclusive,  non-assignable  license to
use  its  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
such  agreements.  Each  contains a warranty  by  Forecross  against  defects in
design, operation and usability in the customer's computer environment, and each

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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/2000TM  LICENSING  AND  FACTORY  SERVICES

     During  the  1999  fiscal year,  Forecross  offered  product  licenses  and
services  related  to  its  year  2000 business.   While it is possible that the
Company  may  obtain  additional year 2000 business in the its 2000 fiscal year,
this is not very likely.   However,  during  the  1999  fiscal year which is the
subject  of  this  document,  year  2000 business was conducted.  Therefore, the
following descriptions of the product offerings of the Company are applicable.

     Forecross  offers  product  licensing  for its Assess/2000 products.  These
licenses  are  identical  to  the  migration  licenses  described above with two
exceptions.    First, they are granted for the assessment of an unlimited number
of  application  programs and related components.  Second, they may be purchased
in  single-user  or  multiple-user  configurations,  priced  accordingly.

     Forecross  offers  "factory"  services for customers of its Complete/2000TM
renovation and confirmation software.   By "factory", the Company means 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  into  Forecross, through the factory, to the rules
engineers  for issue resolution, to quality assurance for final review, and back
to the customer.  Licenses  are  not  currently  offered.  Utilizing the factory
renovation services,  a customer  sends  its  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

     Forecross  has chosen to protect  the  intellectual  property  value of its
products  and its  proprietary  XCODE  architecture  through  trade  secret  and
confidentiality    provisions   in   its   product    licensing    arrangements,
confidentiality  agreements with its 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.  The  Company's  products are also
protected  against  unauthorized  use by imbedded  and external  access  control
codes.  There can be no assurance,  however,  that the protection relied upon by
the Company will be effective.  Monitoring and identifying  unauthorized  use of
the Company's  technology  may prove  difficult,  and the cost of litigation may
impair the Company's ability to guard adequately against such infringement.  The
commercial  success  of the  Company  may  also  depend  upon its  products  not
infringing any intellectual property rights of others and upon no such claims of
infringement  being  made.  Even if such  claims  are found to be  invalid,  the
dispute  process  could  have a  materially  adverse  effect  on  the  Company's
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. Because of
this, the Company has had to experiment with a number of different techniques to
create  market  awareness of its technology and products, and to provide an easy
way  for  potential  customers  to  evaluate  and  license  its  products.

     Between 1989 and 1992, Forecross experimented with two different approaches
using third parties to market and sell its products.  One approach  involved  an
exclusive marketing and sales agreement with a large  technology  services  firm
principally  engaged in  providing  consulting  services.   The  other  approach
involved a technology transfer agreement  relating to  three  specific  software
products (Convert/ADSO to COBOL,  Convert/IDMS-DC  to  CICS  and Convert/IDMS-DB
to  SQL), and  an  exclusive  distribution  agreement, with a  start-up software
company, AdvantEdge Systems Group,  Inc.  ("ASG").


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     In  view of its experience with selling its products through third parties,
Forecross  decided in 1992 to develop and implement its own direct marketing and
sales  strategy. The Company's marketing and sales strategy has several elements
designed  to  overcome  the  problems  previously  encountered.  It has expanded
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  Forecross  from  its competitors. Conventional techniques such as
trade  publication  notices, direct mail, telemarketing, and, most recently, its
own  site  (www.forecross.com)  on  the  Internet  are  being  used to bring the
Company's products and their benefits to the attention of prospective customers.
Additionally,  Forecross  has  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, Forecross has created a
strategy  to simplify the process for potential customers to evaluate and invest
in  its  products.    The  Company  has  accordingly  adopted a phased marketing
approach  which  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.

     The  Company's   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 the  Forecross  staff.
Evaluations  of prior MAPS  sessions  suggest  that many of the  Company's  MAPS
customers will decide to select Factory  Compile or  License-Only  within twelve
months of the MAPS session.

     Forecross offers its customers the option to  use its  proprietary software
on  behalf  of  the  customer  to  perform  the  entire conversion process, thus
relieving the customer of the requirements for allocating the personnel and time
necessary  to learn to perform the migration.   Forecross  calls  this  type  of
engagement a "Factory Compile."  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 Forecross
products and, with  training  and  additional  optional  consulting  provided by
Forecross, 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 the  Company's  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 Forecross products is limited to the conversion of a specified
maximum  number  of  application  programs,  at  which time the license expires.

     YEAR  2000  RENOVATION

     Because  of  the potentially massive scope of the year 2000 problem in  the
1999 fiscal year, Forecross took an approach to marketing its year 2000 products
that was slightly different from its migration marketing.

     The Company adopted a two-pronged strategy designed  to rapidly  reach  the
broadest possible market without having to hire, train and manage a large sales,
marketing and  customer support staff.  For the assessment  function,  Forecross
offered its Assess/2000 product through non-exclusive license arrangements  with
consulting  firms  and  other  solution  providers  who did  not  market similar
software from  other  vendors.  For  the  renovation and confirmation functions,
Forecross sought and entered  into contractual  arrangements  with  distributors
who, for a fee, obtained  exclusive marketing rights for Complete/2000TM  within
a geographic territory.   Exclusivity was generally  for  an initial term of one
year  and  was  automatically extended  annually for  a total of four subsequent
years, provided that the distributor  had  caused  at  least a specified  number
of  year 2000 contracts of  at  least a  specified  value to  be  closed  during
the year.  In  exchange   for   marketing,  project   management  services   and
staffing  for substantially all on-site work, the distributor generally received
a fee equal to twenty-five percent (25%) of collected  revenues.   In  the  case
of  one contract, under  which  a substantial  portion of the year 2000 projects
were conducted, the   distributor's  fee  was fifty  percent  (50%) of collected
revenues until $1,500,000 had been received by  the distributor and  twenty-five
percent  (25%)   of  revenue  collected  thereafter.   During  fiscal  1998, the
$1,500,000 amount had been earned, and all  subsequent  fees  were earned at the
25% rate.  Forecross  has four  distributors: Gardner Solution 2000,  L.L.C.  in
New York and New  Jersey; Y2K Solutions, L.P. in Texas; CY2K  Solutions,  L.L.C.
in California;  and  PY2K Solutions, L.L.C. in North Carolina,  South  Carolina,
Georgia  and  Florida.   The  President  and  Chief Executive Officer of Gardner
Solution 2000, L.L.C.,  is also  the  Chief  Executive Officer of Y2K Solutions,
L.P., CY2K Solutions,  L.L.C.  and  PY2K   Solutions, L.L.C. While Forecross may
market  its  year  2000  products  and  services  directly  in  territories  not

                                        6
<PAGE>
represented  by  distributors,  its strategy  was  to leverage  its  ability  to
penetrate  the  large  nationwide  market by  using  a  network of licensees and
distributors.

     In  addition,  the  Company has formed alliances through teaming agreements
with consulting firms  and  service  providers  for  year 2000 services.   As of
September  30,  1999,  Forecross   had   signed  teaming   agreements  with  BDM
International, Inc., Electronic Data Systems Corporation (EDS), NCR Corporation,
Sapiens USA, Inc.,   Ciber, Inc.  SCB Computer Technology, Inc., as well as some
smaller firms.


SALES  AND  LICENSING  REVENUES

     From  1994  though 1996, the Company's revenues were generated primarily by
migration  projects,  with  some  revenues  contributed  by  MAPS presentations.
During  that  period,  the  Company  performed  work  on  between ten and twenty
projects  per  year,  of  which four projects typically represented in excess of
fifty  per  cent of total revenues. In the fiscal years ended September 30, 1999
1998 and 1997, year 2000  assessment projects,  sales of licenses to the Assess/
2000  software, and  fees  associated with  distributorships for Complete/2000TM
products and services accounted for eighty-eight percent,  sixty-two percent and
forty-two percent, respectively, 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

     The Company believes 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  Forecross is aware, the
software products do not provide the  near-complete  and comprehensive automated
conversion of business applications as those performed  by  Forecross  products.


     SERVICE  SUPPLIERS

     Service  organizations  such  as  accounting  firms and companies like  BDM
International, 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%
of the source code, with the balance of the conversion being performed manually.
The  Company's  management  believes  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 the Company's software automates significantly more of the conversion
(95% to 100%) than can be achieved with other products, management believes that
Forecross is  able to compete  effectively  with  such  service  suppliers.  The
Company typically prices its Factory Compile offering (see "-Marketing and Sales
Strategy") below  the  prices  quoted  by  the  service  suppliers  who  perform
conversions.  Management  believes  that  its  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.


                                        7
<PAGE>
     COMPETITIVE  EXPERIENCE

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

     Until  the  emergence  of  the  year  2000  problem, some customers did not
embrace the idea that automation could help them solve their problem. Management
believes  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.  The Company has 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.   In addition,  a  number  of the year 2000 solution
vendors,  particularly  those  offering  software  tools,  are small, heretofore
unrecognized companies.  Management believes that potential  customers of  these
tools and services  are now more  accustomed to dealing  with such vendors.  The
Company believes that it has the capability  to  compete  favorably  because  of
these trends,  and because  it  has  steadily  built  its  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  the Company's chosen market. There are, in addition, certain other
elements  of  risk  which  bear  upon  the  Company's  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 the Company to assess how many potential customers have
availed  themselves  of the other  alternatives  (i.e.,  the  purchase  of a new
software  package that is year 2000  compliant  and  operates on new  technology
platforms or rewriting the computer  source  codes),  since  Forecross  does not
actively  track  prospects  who  fail  to  meet  the  Company's   initial  sales
qualification criteria. Among qualified prospects who ultimately do not purchase
from Forecross, the rewriting option generally prevails.


CORPORATE  HISTORY  AND  EMPLOYEES

     CORPORATE  HISTORY

     The  Company  was  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, Forecross 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.

     EMPLOYEES

     As of September 30,  1999,  Forecross  had  39 employees.  Of these, eleven
work  primarily  in the Factory or on  customer  Factory Compile projects, three
are engaged primarily in  research and  development  work,  six  are in  project
management,  six are in technical support, three are in quality  assurance,  two
are in  sales and  marketing and eight 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 Forecross the product of all work done by
them  while  employed by, and for, the Company, and to assign to the Company all
rights  in  such  work  product.

     BACKLOG

     Backlog  was  $1,172,000  at September 30, 1999 as   compared to  $531,000
at September 30, 1998.  (See "Management's Discussion and Analysis of Financial
Condition  and  Results of Operations.)




                                        8
<PAGE>
ITEM  2.     PROPERTIES
--------     ----------

     The  Company's principal executive offices are located at 90 New Montgomery
Street,  San Francisco, California  94105, where it occupies approximately 6,200
square feet of leased space under a lease which expires in February 2002. Annual
base  rent  under  the lease is approximately $152,000. The Company occupies  an
additional  4,000 square feet space in its current location under a lease  which
expires  in  December 2001.  Annual  base  rent for this space  is approximately
$143,000 per year. The Company also maintains a small sales office in San Diego,
California,  and  a small  apartment in San Francisco for use by its out-of-town
staff while visiting the executive offices.



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, 1999, the Company had issued and outstanding 12,191,944
shares of Common Stock held of record by 67 shareholders.   The Company's 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,  the
Company's 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
the Company's Common Stock for  the  periods indicated.

<TABLE>
<CAPTION>

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

09/30/99 . . . . .  $ 0.52  $ 0.30
06/30/99 . . . . .    0.55    0.23
03/31/99 . . . . .    1.50    0.45
12/31/98 . . . . .    1.56    1.00

09/30/98 . . . . .  $ 8.00  $ 2.25
06/30/98 . . . . .   11.80    5.75
03/31/98 . . . . .   12.70    6.70
12/31/97 . . . . .   20.00   10.00

</TABLE>

     The Company has not paid any dividends to date and does 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 issuances of Common
Stock  by the Company during the three years ended September 30, 1999.

<TABLE>
<CAPTION>

NUMBER OF SHARES  GROSS PROCEEDS ($U.S.)   NATURE OF CONSIDERATION
----------------  -----------------------  -----------------------
<C>               <C>                      <S>

         282,000  $             1,128,000  Cash(1)
          14,000                   39,550  Cash(2)
          12,000                   48,000  Cash(3)
          10,000                        0  Surrender of rights(4)
         418,332                  313,750  Cash(5)

<FN>
1.     These shares were issued in connection with a private placement completed
in  December  1996  of  Units  consisting  of  one share of Common Stock and one
non-transferable  share  purchase  warrant  to  purchase  an additional share of
Common  Stock for a period of two years from the date of issuance at an exercise
price  of  $4.00  per  share in the first year and $4.60 per share in the second
year.    The purchasers of the shares are family members of the president of the
Company.    The Company incurred $5,275 of costs related to this  sale.

                                        9
<PAGE>
2.     These shares were issued during the fiscal year ended  September 30, 1997
upon  the  exercise  of stock options for 12,500 shares at $2.00 per share, and,
1,500  shares  at  $9.70  per  share.
3.     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.
4.     These shares were issued to warrant holders in exchange for the surrender
of certain demand registration rights currently held by the warrant holders.
5.     These shares were issued January 1999 in a  private  placement of 418,332
shares at $0.75 per share.  The company  also issued to the  placement agent, in
lieu of cash,  warrants  to  purchase 30,000 shares of common stock at $0.75 per
share, expiring  in five years.  The company incurred $22,933 of cost related to
this sale.
</TABLE>



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



ITEM  6.     SELECTED FINANCIAL DATA
--------     -----------------------

     The  selected  financial  data set forth  below with  respect to the fiscal
years ended  September  30,  1999,  1998 and 1997 and the balance  sheet data at
September  30, 1999 and 1998 are derived from the audited  financial  statements
included elsewhere in this Annual Report. The financial data for the years ended
September  30, 1996 and 1995 and the balance  sheet data at September  30, 1997,
1996 and 1995 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,
                                 --------------------------------------------------------------------
                                     1999          1998          1997          1996          1995
                                 ------------  ------------  ------------  ------------  ------------
STATEMENT OF OPERATIONS DATA:

<S>                              <C>           <C>           <C>           <C>           <C>
Net revenues:
   Services and maintenance . .  $ 2,915,347   $ 6,623,752   $ 4,930,456   $ 2,199,672   $ 1,445,009
   Software licenses and
   distributorship fees
   - related parties. . . . . .      545,004       545,000       844,582       200,000        10,071
                                 ------------  ------------  ------------  ------------  ------------
   Total net revenues . . . . .    3,460,351     7,168,752     5,775,038     2,399,672     1,455,080
Cost of services and
   maintenance including fees
   to related parties of
   $166,000, $346,000, $213,000,
   $0, and $0, respectively . . .  2,745,733     4,419,347     3,366,608     1,431,489       738,986
                                 ------------  ------------  ------------  ------------  ------------
Gross margin. . . . . . . . . .      714,618     2,749,405     2,408,430       968,183       716,094
                                 ------------  ------------  ------------  ------------  ------------
Operating expenses:
   Sales and marketing
     including fees to related
     parties of $497,000,
     $1,037,000, $640,000, $0,
     and $0 respectively  . . .    1,047,300     1,838,126     1,490,479       711,545       685,360
   Research and development . .      728,239     1,520,709     1,006,768       253,743       358,133

   General and administrative .    1,116,528     1,413,312       887,039       332,500       446,031
                                 ------------  ------------  ------------  ------------  ------------
Total operating expenses. . . .    2,892,067     4,772,147     3,384,286     1,297,788     1,489,524
                                 ------------  ------------  ------------  ------------  ------------
Loss from operations. . . . . .   (2,177,449)   (2,022,742)     (975,856)     (329,605)     (773,430)
Other (expense), net . .            (553,131)     (305,110)      (68,855)     (129,141)      (37,720)
                                 ------------  ------------  ------------  ------------  ------------
Loss before provision
   for income taxes . . . . . .   (2,730,580)   (2,327,852)   (1,044,711)     (458,746)     (811,150)
Provision for income taxes. . .         (800)         (800)         (800)       (2,300)      (31,616)
                                 ------------  ------------  ------------  ------------  ------------
Net loss. . . . . . . . . . . .  $(2,731,380)   (2,328,652)  $(1,045,511)  $  (461,046)  $  (842,766)
                                 ============  ============  ============  ============  ============
Net loss per share. . . . . . .  $     (0.23)        (0.20)  $     (0.09)  $     (0.04)  $     (0.08)
                                 ============  ============  ============  ============  ============
Dividends . . . . . . . . . . .            -              -             -             -             -
                                 ============  ============  ============  ============  ============
Shares used in computing
per share data. . . . . . . . .   12,060,919    11,761,920    11,681,035    11,370,804    10,344,934
                                 ============  ============  ============  ============  ============
BALANCE SHEET DATA:
Cash and cash equivalents . . .  $     2,740   $    98,249   $   275,243   $    99,427   $    14,474
Working capital (deficit) . . .   (4,317,171)   (1,735,813)      442,765    (1,077,531)     (890,040)
Total assets. . . . . . . . . .      812,307     1,995,719     3,301,051       726,896       410,801
Deferred revenue, long-term . .      980,418     1,545,417     2,110,417             -             -
Long-term debt and capital
lease obligations (net of current
portion). . . . . . . . . . . .      769,892       673,059             -       223,923       262,593
Shareholders' deficit . . . . .   (5,678,877)   (3,276,564)     (995,912)   (1,120,649)     (999,092)

</TABLE>
                                        10
<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,  1999,  1998  and 1997  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 risk and  uncertainties  include  concentration,  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  upon  pursuing  migration  services  contracts  as compared to the
previous  focus on development contracts.  Major customers utilizing   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(TM) 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, and a tool for ensuring that application
standards  and  rules  remain  in force as the applications are maintained.   We
currently intend to 'productize' these tools and offer product licenses to  them
to our customers.


RESULTS  OF  OPERATIONS

     YEAR 2000 COMPLIANCE

     We own or use computer software that could have been impacted by  the  year
2000 problem,  and  we  also  rely  on  vendors  of equipment and services whose
products  and  services may be impacted by the year 2000 problem.  Our year 2000
compliance issues included:

     (1) the computer hardware and internally developed software which we use in
the performance of services for our customers,

     (2) the  hardware  and  third-party  software  which  we  use for corporate
administration,

     (3) the  services  of  third-party  providers which we purchase for certain
professional services,  and

     (4) the  external  services  we  require,  such  as  telecommunications and
electrical  power.

     We  conducted  a  project  to  identify all computer hardware and software,
other significant equipment, and services on which we rely that may be impacted.
Based  on  the  results  of  this  project,   and the fact that the calendar has
already  moved  past January 1, 2000, we  believe  that  the hardware, software,
services and equipment on which we rely are year-2000 compliant. We continue  to
monitor this issue  to ensure that no end-of-month or other similar date-related
issues arise.

                                        11
<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 very 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 w as the fact that the
majority of year 2000 projects completed in 1999 were the lower priced  and less
difficult confirmation audits rather than renovations.  Revenue  for  the  three
months ended September  30, 1999  was $836,000 as compared to $1,513,000 for the
same  period  in 1998,  and $903,000 for  the  three months ended June 30, 1999.
Backlog  was  $1,172,000  at  September 30, 1999  as  compared  to  $531,000  at
September 30, 1998.


                                        12
<PAGE>


     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 an decrease in the number of personnel to  support
the  development  activity  associated  with  the   Complete/2000TM 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, and a net loss of $543,000 for the three months ended  June 30, 1999.  The
net loss per share  was $0.07  for the three  months  ended  September 30, 1999,
$0.06 for the comparable period in 1998, and $0.04 for the  three  months  ended
June 30, 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, 1999 and 1998 (see Notes 2 and 7 of
Notes to Financial Statements).


YEAR ENDED SEPTEMBER 30, 1998 COMPARED TO YEAR ENDED SEPTEMBER 30, 1997

     Revenue  for  the  year  ended  September  30,  1998  was    $7,169,000  as
compared  to  $5,775,000 in 1997, an increase of 24%.  This increase  in revenue
for  the  period  reflected  several factors:  first, revenue of $4,364,000 from
year  2000  assessment  and   renovation  contracts   and  the  amortization  of
Assess/2000 software licenses in 1998 as compared to $1,788,000 in 1997; second,
the decrease in revenue from  the  amortization  of  exclusive   distributorship
agreements of $110,000  in  1998 compared to  $660,000  in 1997; and, third, the
decrease in migration services  revenue to  $2,695,000  in  1998  as compared to
$3,326,000 in 1997.  Revenue  for the three months ended September 30, 1998  was
$1,513,000 as compared to $1,368,000 for the same period in 1997, and $2,271,000
for the three months ended June 30, 1998. The decrease in revenue from the third
quarter ended  June 30, 1998 was due primarily to the significant revenue earned
on one major year  2000 renovation  project and the  completion of another large
year 2000  renovation project during the  June  quarter.   While other year 2000



                                        13
<PAGE>
project  revenue in the September  1998 quarter was  comparable to the June 1998
quarter,  these two major  projects had no comparable projects in the  September
quarter.  Backlog was  $531,000 at September 30,  1998 as compared to $4,281,000
(including approximately  $615,000 to be performed after fiscal  1998) in  1997.

     The reduction in backlog is attributable to numerous factors.  First is the
substantial completion of one  major  migration/renovation project during fiscal
1998. This project was significantly larger in  terms of  dollar value than most
Forecross contracts, and therefore made the backlog  substantially  larger  than
its historical norms.   Second  is that year 2000  contracts, unlike application
migration  projects,  are  typically  of  much  shorter  duration.   The average
application migration  project takes  from six to  eighteen  months to complete,
whereas the average year 2000  project  can be completed in eight weeks or less.
Therefore, revenue associated with  year 2000 projects may be booked, recognized
and completed without appearing in the quarterly or annual backlog amount. Third
is that there were two developments in the marketplace which Forecross  believes
negatively affected  the backlog:  (1) the temporary diversion  of resources and
attention away from  valuable  but  optional  application  migrations,  into the
mandatory resolution of  the  year 2000 problem;  and  (2) the decision  of some
prospective customers to  attempt  to  perform  the  year  2000  renovation work
internally, or to delay commencing  this  work  in  favor  of  evaluating  other
alternatives  (see  "Business:  Available  Solutions".)   While  both  of  these
developments  appear  to be  temporary,  they have had the effect of slowing the
rate  at  which  Forecross  has  been  able  to  obtain contracts for such work,
especially during the second half of the Company's fiscal year.

     Gross  margin was $2,749,000 and $2,408,000 in 1998 and 1997, respectively.
The gross margin percentage was 38% in 1998 and 42% in 1997.  While the revenues
from the  year  2000  products  and  services  increased  significantly in  1998
compared to 1997 as discussed above, they have not reached the level anticipated
by the Company and industry in general.  The Company added substantial resources
to address the year 2000 market, and the lower than anticipated level of revenue
adversely  impacted  gross  margins in 1998. In addition,  the  Company  had not
realized  the  efficiencies and  cost  savings  originally  anticipated  for the
off-site work  performed  primarily  by subcontractors on the migration services
projects.  During the second  quarter of  fiscal  1998, the Company  implemented
some  modifications  to  its procedures for pricing, performing, and controlling
the  migration  services  projects in order to improve the gross margin on those
projects and  avoid  any  further decline  in gross margins as compared with the
preceding year.

     Sales and  marketing  expenses  were  $1,838,000  in  1998  as  compared to
$1,490,000 in  1997.  Distributor fees were  $1,037,000  in  1998 as compared to
$640,000  in  1997.  Increases in commission and trade show expenses in  1998 as
compared to 1997 were offset by reductions in bonuses and consultant expenses in
1998.

     Research and  development  expenses  increased  to $1,521,000  in 1998 from
$1,007,000  in  1997, or  51%  due  to an increase in the number of personnel to
support the development activity  associated  with  the  Complete/2000TM product
and enhancements to existing software products.

     General and administrative  expenses  were  $1,413,000 and $887,000 in 1998
and  1997,  respectively,  reflecting:  additional personnel;  increased  use of
legal, audit, and other professional services in connection with  the  Company's
Form 10 registration  statement in  1998;  and, increased  rent and insurance in
1998 to support the increased level of business activity.

     Net  interest  expense  was  $305,000 for the year ended September 30, 1998
as  compared  to  $69,000  in  1997,  reflecting  the  increased  use in 1998 of
short-term  receivables  financing and loans from senior officers of the Company
to meet its working capital needs.

     The overall net  loss for the year ended  September 30, 1998 was $2,329,000
or $0.20 per share compared with a loss of $1,046,000 or $0.09 per share for the
year ended  September  30, 1997 (based on the  weighted average number of shares
outstanding during  the respective  periods).  The net loss for the three months
ended  September 30, 1998 was $669,000 as compared to a net loss of  $912,000 in
1997, and a net loss of $319,000 for the three months ended  June 30, 1998.  The
net loss per share  was $0.06  for the three  months  ended  September 30, 1998,
$0.08 for the comparable period in 1997, and $0.03 for the  three  months  ended
June 30, 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, 1998 and 1997 (see Notes 2 and 7 of
Notes to Financial Statements).



LIQUIDITY  AND  CAPITAL  RESOURCES

     Through  September  30,  1999,  we  have  sustained  recurring  losses from
operations and, at September 30, 1999, 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 2  of  Notes to Financial
Statements).

     For  the year ended September 30, 1999, operations were funded through cash
derived from short-term  receivables  financing, loans  totaling  $192,000  from
the senior vice president of the Company, the collection of outstanding accounts
receivable, and the sale of our common stock in private transactions.

     We  need  additional  financing  in  order  to  meet  our  working  capital
requirements. There is no assurance that additional financing will be available,
in timely fashion, in sufficient amounts, or at all.  If additional financing is
not found, we will not be able to meet our short-term working capital needs.

     Cash received from the sale  of common stock and warrants, and the exercise
of warrants, amounted to $291,000,  $48,000,  and $1,162,000 in the  years ended
September 30, 1999, 1998 and 1997, respectively.

     In  October  1995,  we  entered into a factoring agreement with a financial
organization  whereby  we are able  to obtain financing by borrowing against our
accounts receivable on a recourse basis.   At  September 30, 1999,  $861,000 was
outstanding,  and  at  September 30, 1998,  $468,000  was outstanding  under the
agreement. The agreement may be  terminated  by either  the factor or  us at any
time.

     In  December  1997,  we received a loan in the  amount of $350,000 from the
president of the Company. The loan is for a term of two years, is unsecured  and
accrues  interest  at  a  rate  of  24%  per  annum.

     In  February  1998,  we received a loan in the amount of $225,000  from the
senior vice president of the  Company.   The loan is for a term of two years, is
unsecured and accrues interest  at  a  rate  of  24%  per annum.

     In  June  1999,  we received  a  loan  in  the amount of $135,000  from the
senior vice president of the  Company.   The loan is for a term of two years, is
unsecured and accrues interest  at  a  rate  of  24%  per annum.

     In  July 1999,  we received a loan in the amount of $57,000 from the senior
vice president of the Company. The loan is for a term of two years, is unsecured
and accrues interest  at  a  rate  of  24%  per annum.




                                        14
<PAGE>
     During the first quarter of 2000, our working capital was reduced to levels
that were lower than  customary.   This was due to the slowdown in our year 2000
business  as  most  of  our potential clients  had  completed  their  year  2000
compliance work but were postponing any new migration work until after  December
31, 1999.   In  order to provide cash for continuing our operations we commenced
the sale of common stock through a private placement.   A  portion ($100,000) of
the  expected  total funds  was made available in December 1999,  and additional
funds  should  be  received  in January 2000.   Although  we  are offering up to
$1,000,000  of  stock  in this private  placement,  it  is  uncertain  how  much
additional cash we will be able to raise, and  whether such amounts  raised will
be sufficient to fund our short-term working capital needs.

     In addition, we are aggressively pursuing  new  opportunities for migration
services contracts as companies begin to consider new migration projects, and we
expect  additional revenue  in  January  and  February, 2000 from  some  of  the
migration  services contracts currently  under negotiation.  While these actions
should  cause  liquidity  to improve somewhat, we  do  not  expect  that working
capital will return in the short  term  to the levels seen during 1996 and 1997,
when  revenue from  distributorships  inflated  historical norms.

     We  continue  to closely monitor  our  sales  pipeline, work  in  progress,
collections and cash requirements to determine whether  the  existing sources of
financing  are  adequate  to  support  the operations of the Company, or whether
additional  means  of  financing,  including  debt or equity  financing, may  be
required  to  satisfy  our  working  capital  and other cash  requirements.

     We believe  that if we can  obtain the anticipated  level of  new business,
continue the use of short-term receivables  financing, and successfully complete
the private placement of the Company's securities in January 2000,  we will have
sufficient  funds  to  meet  our operational needs through the balance of fiscal
2000.  There  can be no  assurance, however, that  cash  from operations and the
other sources described above  will  be  achieved or will  be sufficient for our
needs.

     The Company  anticipates that its capital expenditures for fiscal 2000 will
be approximately $50,000 to $100,000.


RECENT  ACCOUNTING  PRONOUNCEMENTS

     During  1998,  the  Financial  Accounting Standards Board released SFAS No.
132,  Employers' Disclosures  about Pensions and Other Postretirement  Benefits,
which was adopted by us on  October 1, 1998, and SFAS No. 133,   Accounting  for
Derivative Instruments and Hedging Activities, which  will  be adopted by us  on
July 1, 2000.  We  believe  that these pronouncements will not have a   material
effect upon the financial condition or results of  operations  of  the   Company
(see  Note 2  of  Notes  to  Financial Statements).


CERTAIN  BUSINESS  CONCERNS

     UNPROFITABLE  OPERATING  HISTORY  AND  LIMITED  FINANCIAL  RESOURCES

     The Company has not historically  been  profitable, and as of September 30,
1999, we  had suffered cumulative operating  losses  aggregating to $10,723,000,
and at September 30,  1999, 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  2000,  we  intend to  meet our


                                        15
<PAGE>
working  capital  and  other  cash  requirements  with  cash  derived  from  our
operations,   short-term   receivables,  sale  of  common  stock  in  a  private
placement, 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  awareness
of the  year 2000 problem,  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. Our projects for year 2000  services  are  generally  based
upon a fixed  price per line of code  assessed  and/or  renovated.  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.

                                        16
<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").

     In  the  year  2000  renovation  market,  we are aware of various  software
vendors  whose  products currently address COBOL, one of the languages addressed
by  our products. We are aware of far fewer vendors who  currently  address  any
of the other major non-COBOL languages addressed by our year  2000  products. It
is possible, however, that these other  software  vendors,   many  of  whom have
substantially more resources available to them  than we do,  may  develop  other
products to compete with the non-COBOL products  that we offer  (see  "Business:
Competition  -  Software Vendors").  Further,  we  and  our industry competitors
must  compete  with  the  internal   information   systems  departments  of  our
potential  customers  for  year 2000 renovation  projects  with  those potential
customers.

     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 under $500,000.   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 revenues.  The President  and
Chief  Executive Officer of  Gardner Solution  2000, L.L.C.,  is  also the Chief
Executive  Officer of  Y2K  Solutions, L.P.,   CY2K Solutions, L.L.C.  and  PY2K
Solutions, L.L.C. During  the  year  ended September 30, 1998,   Brown  Brothers
Harriman &  Company  (40%),   Charles  Schwab  &  Co.,  Inc.  (12%),   and   our
Distributors,  when   treated   as   one  customer  (10%) represented  sixty-two
percent  (62%)  of  total  revenues. During  the  fiscal  year  ended  September
30, 1997,   our Distributors,  treated  as one  customer (17%), NCR  Corporation
(15%),  Aetna  Life  Insurance Company (11%)  and   Brown  Brothers  Harriman  &
Company  (10%)   represented  fifty-three  percent  (53%) of total revenues. 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,
particularly  for  year  2000 services,  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
six  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


                                        17
<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  REVENUES

     Year 2000 services and related revenue increased from 42% in fiscal 1997 to
62% of our total revenues in fiscal 1998 and 88% of total revenues for  the year
ended September 30, 1999.  Should  the  demand  for our year 2000 solutions  and
products  decline  significantly  as  a result  of new technologies, competition
or any other factors, our professional services fees and license revenues  would
be materially  and  adversely affected.  We anticipate that demand  in  the year
2000  market  will  decline,  perhaps  rapidly,  following  the year 1999.

     We experienced  a  decline in  revenue  from our core migration services to
$408,000 in 1999 from $2,695,000 in 1998. We believe that new migration services
projects have been delayed by potential customers as they focus their efforts on
renovating their  systems  for year 2000  compliance.  During  fiscal  2000,  we
believe that year 2000  projects will end  and  new migration  services business
will increase.  After January 1, 2000, 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  as  demand  in  the year 2000 market
declines,  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.  As noted above in
"Dependence  on  Year  2000  Revenues",  a  significant portion of our  business
is devoted to addressing the year 2000 problem, which  affects  the  performance
and  reliability  of  many  mission-critical  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, particularly  in  the  year  2000  market, 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.



                                        18
<PAGE>
     CONTROL  BY  DIRECTORS  AND  OFFICERS

     The  current  directors  and  officers  of  the  Company  beneficially  own
approximately  27%  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 the 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.


     EFFECT  OF  YEAR  2000  PROBLEM  UPON  COMPANY  OPERATIONS

     Forecross,  like  any  other company,  owns or uses computer  software that
could  have  been impacted  by the year 2000  problem.  During 1998, we  began a
review  of the  software  we  were  using  in order to identify any systems that
needed to be made year 2000-compliant. This review included a  survey of vendors
of  software  and  other  service  providers  to  ensure that their software and
services will  also  be  year 2000-compliant.  We ensured that all such software
was year 2000-compliant in  advance of December 31, 1999.   Based on the results
of our research, we do not believe that the expense or effect of such compliance
will be material to us.  See also Item 7 "Management's Discussion  and  Analysis
of  Financial   Condition and  Results of Operations: Results of Operations-Year
2000 Compliance".



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

     The  financial  statements required by this item are set forth on pages F-1
through  F-15  hereof.



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

     None.


                                        19
<PAGE>



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

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

<TABLE>
<CAPTION>

Name                         Age                           Position
---------------------------  ---  -----------------------------------------------------------
<S>                          <C>  <C>
Kim O. Jones. . . . . . . .   55  Chief Executive Officer, President and Director

Bernadette C. Castello. . .   45  Senior Vice President, Chief Financial Officer and Director
Richard A. Carpenter. . . .   57  Director
Richard L. Currier, Jr. (1)   54  Director
Ronald Herbst . . . . . . .   57  Director of Customer Care
Carl H. Johnson . . . . . .   54  Director of Project Management
Charles T. Nelson . . . . .   53  Director of Software Products
Kenneth J. Paris. . . . . .   52  Senior Database Specialist
Peggy A. Payne. . . . . . .   50  Director of Migration Services
<FN>
(1)  Denotes  member  of  audit  committee.
</TABLE>

     KIM  O.  JONES  (55) 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  the  Company's  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.

                                        20
<PAGE>
     BERNADETTE C. CASTELLO (45) co-founded Forecross with Kim Jones in 1982 and
has  been in her present position since that time.  Ms. Castello manages the day
to  day  operations  of  the Company. 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  (57) 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 the Company.

     RICHARD L.  CURRIER,  JR. (54) is the Chairman of Strategic  Marketing,  an
independent  software marketing  consulting firm based in Park City, Utah, which
supplies  strategic  sales and  marketing  consulting  services to the  software
industry.  Mr. Currier has over 20 years of senior management  experience in the
software  industry,  including  positions as Chairman of Panoramic  Inc., of San
Jose, California,  and President of Walker Interactive Systems of San Francisco.
Mr.  Currier's  technical  background  includes  service  as  Director  of  Data
Communications   Software   Development  for  Project  Apollo  of  the  National
Aeronautics and Space Administration,  and as a consultant to the Departments of
Defense and Agriculture and the Executive Offices of the President of the United
States.  Originally  engaged  as a  consultant  to  provide  advice on sales and
marketing  strategies,  Mr. Currier became a director of Forecross on October 1,
1993.  He does  not  provide  consulting  services  to any  direct  or  indirect
competitor of the Company.

     RONALD  HERBST  (57)  joined  the  Company  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  (54)  joined  the  Company  in  March  1997 as Director of
Project  Management.  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 (53) joined Forecross 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 (52) Senior Database Specialist was with the Company from
1989  through  March  1996, and rejoined the Company 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
Forecross  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.

     PEGGY  A.  PAYNE (50) joined Forecross 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.



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

     The  following  table sets forth the amount of all compensation paid by the
Company  during  each  of  1999,  1998  and  1997  to  the person serving as the
Company's  Chief Executive Officer, and to the Company's most highly compensated
executive  officer,  other  than the Chief Executive Officer, whose compensation
exceeded  $100,000  during  any  such  year  (the  "Named  Executive Officers").


                                        21
<PAGE>
<TABLE>
<CAPTION>

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

Kim O. Jones. . . . . . . .  1999  $  131,813  $      None             None          None
Chief Executive Officer . .  1998  $  185,000  $      None             None          None
                             1997     156,511       51,320             None          None

Bernadette C. Castello. . .  1999  $  131,813  $      None             None          None
Senior Vice President . . .  1998  $  185,000  $      None             None          None
                             1997     156,511       56,970             None          None

<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.
(2)  There  are  no  other  long-term incentive compensation plans which require
     disclosure.
(3)   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,  1999.

     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,  1999 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
                                                 Options at 1999 Year End         1999 Year End
                                                --------------------------  ---------------------------
               Shares Acquired
Name             on Exercise    Value 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
</TABLE>

DIRECTOR  COMPENSATION

     Directors  receive  no  compensation for service on the Board of Directors.

     Mr. Currier is paid a retainer of $817 per month for consulting services in
connection with the Company's  marketing  strategy.  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 the  Company's  1994 Stock Option Plan.  During the year ended  September 30,
1999, no options were granted to non-employee directors.   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  year  ended  September 30, 1997, there were no
options granted to non-employee directors.



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

     The following table sets forth certain information regarding the beneficial
ownership of the Company's outstanding shares of Common Stock  as  of  September
30, 1999 by (i) each person known to the Company beneficially to own 5% or  more
of the outstanding shares of  its  Common  Stock,  (ii)  each  of  the Company's
directors,  (iii)  each of the Company's 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.


                                        22
<PAGE>
<TABLE>
<CAPTION>

Name of Owner                           Number of Shares   Percent of Class
                                       Beneficially Owned  Beneficially Owned
-------------------------------------  ------------------  ------------------
<S>                                    <C>                 <C>
Kim O. Jones (1). . . . . . . . . . .           1,856,644               14.4%
Bernadette C. Castello (2). . . . . .           1,862,244               14.5%
Richard A. Carpenter  (3) . . . . . .              37,500                0.3%
Richard L. Currier, Jr. (4) . . . . .               5,000                0.0%
All directors and executive officers
as a group (4 persons) (5). . . . . .           3,761,388               29.2%
<FN>

(1)  Includes  250,000 shares subject to stock option exercisable as of
     September 30, 1999
(2)  Includes  250,000 shares subject to stock option exercisable as of
     September 30, 1999
(3)  Includes  7,500  shares  subject to stock option exercisable as of
     September 30, 1999
     Mr. Carpenter's business address is 25 Marion Street, Hingham, MA 02043.
(4)  Includes  5,000  shares  subject to stock option exercisable as of
     September 30, 1999
     Mr.  Currier's business address is P.O. Box 770-369, Park City, Utah 84060.
(5)  Includes  512,500  shares subject to stock option exercisable as
     of September 30, 1999

</TABLE>



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

      As of September 30, 1999 the Company had the following  notes  receivable
from/payable  to  its  officers:

     In  December  1997,  the Company borrowed $350,000 from Kim O. Jones, Chief
Executive  Officer,  under  an  unsecured promissory note due December 30, 1999.
The  note  bears  interest  at  24.0%  per  annum.

     In  February  1998,  the  Company  borrowed  $225,000  from  Bernadette  C.
Castello, Senior Vice President, under an unsecured promissory note due February
28, 2000.  The  note  bears  interest  at  24.0%  per  annum.

     In June 1999, the Company  borrowed $135,000  from  Bernadette C. Castello,
Senior Vice President, under an unsecured promissory note due June 30, 2001. The
note  bears  interest  at  24.0%  per  annum.

     In July 1999, the Company  borrowed $57,000 from  Bernadette   C. Castello,
Senior Vice President, under an unsecured promissory note due July 31, 2001. The
note  bears  interest  at  24.0%  per  annum.

     Note  receivable  from  Kim  O. Jones, Chief Executive Officer, of $65,429,
with  interest  at  10%,  due December 31, 1997. This represents the balance due
from  amounts  advanced  at  various  times between 1987 and 1993 principally to
assist  in  the purchase of a principal residence by Mr. Jones. Accrued interest
receivable  amounted  to  $24,536 at September 30, 1997. The note receivable and
accrued  interest  receivable  were  paid  in  full  on  December  31,  1997.



ITEM  15.     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-15  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, 1999 and 1998 . . . . . . .  F-2
Statements of Operations for each of the Three Years
  in the Period Ended September 30, 1999.  . . . . . . . . . .  F-3
Statements of Shareholders' Deficit for each of the
  Three Years in the Period Ended September 30, 1999 . . . . .  F-4
Statements of Cash Flows for each of the Three Years
  in the Period Ended September 30, 1999 . . . . . . . . . . .  F-5
Notes to Financial Statements. . . . . . . . . . . . . . . . .  F-6 through F-15
</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, 1999 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

                                        23
<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, 1999



<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

                                       24
<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, 2000             BY:  /S/ Bernadette C. Castello
                              ---------------------------------
                         Bernadette C. Castello
                         Senior Vice President and Chief Financial Officer



                                       25
<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,  1999  and  1998,  and  the  related  statements  of  operations,
shareholders'  deficit  and cash flows for each of the three years in the period
ended  September  30,  1999.    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,  1999  and  1998,  and the results of its operations and its cash
flows  for  each  of  the  three years in the period ended September 30, 1999 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,
1999.  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  14,  1999

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

                                              FORECROSS CORPORATION
                                                 BALANCE SHEETS

                                                                                September 30,
                                                                            1999          1998
                                                                        ------------  ------------
<S>                                                                     <C>           <C>

 ASSETS

Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     2,740   $    98,249
Accounts receivable, including unbilled receivables of $77,384
and $489,808, net of allowances of $45,000 and
$136,650, respectively (Notes 3 and 6) . . . . . . . . . . . . . . . .      375,893     1,170,117
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . .       45,070        49,628
                                                                        ------------  ------------
  Total current assets . . . . . . . . . . . . . . . . . . . . . . . .      423,703     1,317,994
Equipment and furniture, net (Notes 2,  4 and 5) . . . . . . . . . . .      277,532       568,235
Notes receivable from others . . . . . . . . . . . . . . . . . . . . .       68,707        67,131
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       42,365        42,359
                                                                        ------------  ------------
  Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   812,307   $ 1,995,719
                                                                        ============  ============

  LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   631,479   $   224,991
Accrued compensation and related benefits (Note 11). . . . . . . . . .      682,533       235,135
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .      158,090        73,301
Accrued commissions and distributors' fees (Note 4). . . . . . . . . .    1,514,650     1,228,375

Payable to factor (Note 6) . . . . . . . . . . . . . . . . . . . . . .      861,427       467,734
Accrued warranty costs . . . . . . . . . . . . . . . . . . . . . . . .      184,828       205,975

Capital lease obligations due within one year. . . . . . . . . . . . .       23,215        20,103
Deferred revenue (Notes 2 and 4) . . . . . . . . . . . . . . . . . . .      684,652       598,193
                                                                        ------------  ------------
  Total current liabilities. . . . . . . . . . . . . . . . . . . . . .    4,740,874     3,053,807
Deferred revenue, less current portion (Notes 2 and 4) . . . . . . . .      980,418     1,545,417
Notes payable to officers, net (Note 4). . . . . . . . . . . . . . . .      750,176       631,392
Capital lease obligations, less current portion. . . . . . . . . . . .       19,716        41,667
                                                                        ------------  ------------
  Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .    6,491,184     5,272,283
                                                                        ------------  ------------
Commitments and contingencies (Notes 2, 11 and 12)
Shareholders' deficit (Notes 8, 9 and 10):
Common stock, no par value; authorized 20,000,000 shares; issued and
 outstanding 12,191,944 and 11,763,612, respectively . . . . . . . . .    5,044,582     4,715,515
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . .  (10,723,459)   (7,992,079)
                                                                        ------------  ------------
Total shareholders' deficit. . . . . . . . . . . . . . . . . . . . . .  ( 5,678,877)   (3,276,564)
                                                                        ------------  ------------
  Total liabilities and shareholders' deficit. . . . . . . . . . . . .  $   812,307   $ 1,995,719
                                                                        ============  ============
</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,
                                          ----------------------------------------
                                              1999         1998          1997
                                          ------------  ------------  ------------


<S>                                       <C>           <C>           <C>
Net revenues (Notes 2, 3 and 4):
Services and maintenance . . . . . . . .  $ 2,915,347   $ 6,623,752   $ 4,390,456
Software licenses and distributorship
 fees-related parties. . . . . . . . . .      545,004       545,000       844,582
                                          ------------  ------------  ------------
  Total net revenues . . . . . . . . . .    3,460,351     7,168,752     5,775,038
Cost of services and maintenance
including fees to related parties of
$166,000, $346,000, and $213,000,
 respectively (Notes 2 and 4). . . . . .    2,745,733     4,419,347     3,366,608
                                          ------------  ------------  ------------
Gross margin . . . . . . . . . . . . . .      714,618     2,749,405     2,408,430
                                          ------------  ------------  ------------
Operating expenses:
Sales and marketing including fees to
  related parties of $497,000,
  $1,037,000, and $640,000, respectively
  (Note 4) . . . . . . . . . . . . . . .    1,047,300     1,838,126     1,490,479
Research and development . . . . . . . .      728,239     1,520,709     1,006,768

General and administrative . . . . . . .    1,116,528     1,413,312       887,039
                                          ------------  ------------  ------------
Total operating expenses . . . . . . . .    2,892,067     4,772,147     3,384,286
                                          ------------  ------------  ------------
Loss from operations . . . . . . . . . .   (2,177,449)   (2,022,742)     (975,856)
Interest expense, net. . . . . . . . . .     (553,131)     (305,110)      (68,855)
                                          ------------  ------------  ------------
Loss before provision for income taxes .   (2,730,580)   (2,327,852)   (1,044,711)
Provision for income taxes (Note 7). . .         (800)         (800)         (800)
                                          ------------  ------------  ------------
  Net loss . . . . . . . . . . . . . . .  $(2,731,380)  $(2,328,652)  $(1,045,511)
                                          ============  ============  ============
Net loss per share - basic and diluted  .  $    (0.23)  $     (0.20)  $     (0.09)
                                          ============  ============  ============
Shares used in computing per share data.   12,060,919    11,761,920    11,681,035
                                          ============  ============  ============

</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                                            FORECROSS CORPORATION
                                     STATEMENTS OF SHAREHOLDERS' DEFICIT

                                                                 Notes Receivable
                                              Common Stock             from        Accumulated     Total
                                          Shares       Amount      Shareholders      Deficit      Deficit
                                        -----------  -----------  --------------  ------------  ------------
<S>                                     <C>          <C>          <C>             <C>           <C>

Balances at October 1, 1996  . . . . .  11,455,612   $3,505,240    $     (7,973)  $(4,617,916)   $(1,120,649)
Issuance of common stock for
cash, net of  stock issuance costs of
 $5,275 (Note 8) . . . . . . . . . . .     282,000    1,122,725               -             -     1,122,725
Issuance of common stock upon. . . . .      14,000       39,550               -             -        39,550
 exercise of  options (Note 10)
Payments received from
 shareholders (Note 9) . . . . . . . .           -            -           7,973             -         7,973

Net loss . . . . . . . . . . . . . . .           -            -               -    (1,045,511)   (1,045,511)
                                       -----------  -----------  --------------  ------------  ------------
Balances at September 30, 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   $5,044,582    $          -  $(10,723,459)  $(5,678,877)

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

</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,
                                                    1999        1998        1997
                                                ------------ -----------  -----------

<S>                                             <C>          <C>          <C>
Increase (decrease) in cash resulting from:
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . .  $(2,731,380) $(2,328,652) $(1,045,511)
Adjustments to reconcile net loss to  net cash
 provided by (used in) operating activities-
Provision for uncollectible amounts. . . . . .      (65,001)     124,952      300,000
Value of common stock issued and value
 assigned to extension of warrant term . . . .       38,250            -            -
Depreciation and amortization. . . . . . . . .      290,703      277,938      115,873
Changes in operating assets and liabilities-
Accounts receivable. . . . . . . . . . . . . .      859,225      529,611   (2,020,177)
Other assets and accrued interest on notes
 receivable from officers. . . . . . . . . . .          594      175,191     (148,552)
Accounts payable and accrued liabilities . . .      907,785      939,270      471,082
Deferred compensation. . . . . . . . . . . . .      416,972            -     (156,834)
Deferred revenue . . . . . . . . . . . . . . .     (478,540)    (723,036)   2,713,193
                                                ------------  -----------  -----------
Net cash provided by (used in) operating
 activities. . . . . . . . . . . . . . . . . .     (761,392)  (1,004,726)     229,074
                                                ------------  -----------  -----------
Cash used in investing activities:
Purchase of equipment and furniture. . . . . .            -     (234,423)    (577,076)
Loans to officers. . . . . . . . . . . . . . .            -            -      (35,000)
Payments received on loans to officers . . . .            -            -       35,000
Loans to key employees . . . . . . . . . . . .            -            -      (62,057)
Payments received on loans to key employees. .          250          700          450
                                                ------------  -----------  -----------
  Net cash provided by (used in)
   investing activities. . . . . . . . . . . .          250     (233,723)    (638,683)
                                                ------------  -----------  -----------
Cash flows from financing activities:
Proceeds from factoring of accounts receivable    3,916,279    4,714,085      785,200
Repayment of borrowings under factoring
 arrangement . . . . . . . . . . . . . . . . .   (3,522,586)  (4,246,351)    (905,200)
Borrowings under note payable to officers . . .     192,000      575,000           -
Repayment of borrowings under notes payable
-officers. . . . . . . . . . . . . . . . . . .     (192,038)           -       (6,800)
Repayment of borrowings under capitalized leases    (18,839)     (29,279)           -
Repayment of borrowings under  notes payable .            -            -     (458,023)
Net proceeds from issuance of  common shares .      290,817       48,000    1,162,275
Payments received from shareholders. . . . . .            -            -        7,973
                                                ------------  -----------  -----------
  Net cash provided by financing activities. .      665,633    1,061,455      585,425
                                                ------------  -----------  -----------
  Net increase (decrease) in cash. . . . . . .      (95,509)    (176,994)     175,816
Cash at beginning of year. . . . . . . . . . .       98,249      275,243       99,427
                                                ------------  -----------  -----------
Cash at end of year. . . . . . . . . . . . . .  $     2,740    $  98,249   $  275,243
                                                ============  ===========  ===========

</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/2000TM  automated  conversion  software  products  and
related services and methodologies, which address the year 2000  problem.    The
year 2000 problem exists  because  many  existing computer programs use only two
digits to  identify  a year in the date field.  These programs were designed and
developed before the impact of the upcoming  change  in  the  century  was fully
appreciated by their developers.   If not corrected, many computer  applications
could  fail or create erroneous results. Forecross year 2000  software  products
assist  in identifying, analyzing and correcting  these  problems  in  a  highly
automated manner.  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 licenses 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, 1999, the Company had  sustained   recurring  losses from
operations  and,  at  September 30, 1999, 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 2000, 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 combination  of  increased  automation of its  services for  both  migration
projects and year 2000 renovation projects, the creation of potential year  2000
renovation products to address additional software languages, and cost reduction
actions  implemented  in  fiscal  1998  and  fiscal  1999  should  improve   the
Company's profitability in fiscal 2000.  However, there can be no assurance that
the Company's efforts to  achieve  and  maintain  profitable operations will be,
successful.  Additionally the  Company is highly dependent on revenues from year
2000 contracts.  The financial statements  do not include any  adjustments  that
might result from  the  outcome  of  this  uncertainty.

DEPENDENCE  ON  YEAR  2000  REVENUES:

The  growth in the Company's revenues in fiscal 1998 and 1997  resulted in large
part from  increased demand  for Assess/2000  and  Complete/2000TM  services and
licenses  as  awareness  of  the  year 2000  century date conversion problem has
grown.   Year  2000  services  and related revenue increased from 8% in the year
ended  September  30, 1996  to 42% of  the  Company's total revenues in the year
ended  September 30, 1997, 62% of total revenues for the  year  ended  September
30, 1998,  and  88% of  total  revenues  for  the year ended September 30, 1999.
Should the demand for the Company's  year 2000  solutions  and  products decline
significantly as a result of new technologies, competition or any other factors,
the  Company's  professional   services  fees  and  license  revenues  would  be
materially and adversely affected.  The Company anticipates that  demand  in the
year 2000 market will decline, perhaps rapidly, following the year  1999.


The Company  has  experienced  a  decline  in  its core migration services.  The
Company  considers  this  a  temporary  development  resulting from the pressure
placed on many of its prospective customers to address  their year  2000 problem
to   the   exclusion   of   most  or  all  other  non-mission-critical projects.
Nonetheless, it is the Company's  strategy  to leverage  customer  relationships
and  knowledge  of customer  application  systems  derived  from  its  year 2000
services  solutions  to  continue to  grow  its migration and other products and
services beyond the year 2000 market.  However,  there can be no assurance  that
this strategy will be successful, and should the  Company  be  unable  to market
other products and services as demand in the year 2000 market declines,  whether
as a result of competition, technological change or other factors, the Company's
business,  results of operations and  financial condition will be materially and
adversely  affected.

The  Company  markets  its  products  and services to customers for managing the
maintenance and redevelopment of mission-critical computer software systems.  As
noted above, a large and increasing portion of the Company's business is devoted
to  addressing  the  year  2000  problem,  which  affects  the  performance  and
reliability of many mission-critical systems.  The Company's agreements with its


                                       F-6
<PAGE>
customers  typically contain provisions designed to limit the Company's exposure
to  potential  product  and  service liability claims.  It is possible, however,
that  the limitation of liability provisions contained in the Company's 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  the  Company  has  not  experienced  any  material  product or service
liability  claims to date, the sale and support of its products and services may
entail  the  risk  of  such  claims, particularly in the year 2000 market, which
could  be  substantial  in  light  of  the  use  of its products and services in
mission-critical  applications.  A successful product or service liability claim
brought  against  the  Company  could  have  a  material adverse effect upon the
Company's  business,  operating  results  and  financial  condition.

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.

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 (see
Note  4)  which  can  be  used  both in connection with its internally developed
software  products  and  in  alternative  standalone applications.  Accordingly,
these rights are included with other purchased software in fixed assets, and are
being  amortized  over their estimated useful life of three years.  Amortization
of  these  purchased  software  technology rights was $50,000 and $50,000 in the
years  ended  September  30,  1999  and 1998, respectively.

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  have  ranged from six to eighteen months in
duration.  The  Company's  year  2000  projects have 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



                                       F-7
<PAGE>
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.

The  Company  has  authorized  several  exclusive  distributor   agreements  for
specified areas for its Complete/2000TM 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  licenses the rights to use its  Assess/2000  software,  which as of
September 30, 1999, 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, 1999,  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 to six months
for  application  migration  projects,  and  six months for  year 2000 projects.
Amortization for year 2000 projects will commence January 1, 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.

Securities  outstanding  at  September 30,  1999,  the future potential dilutive
effect of which would be dependent upon the exercise price of the securities and
the market price of the Company's common stock at that time, include warrants to
purchase  300,000  shares of common stock and options to purchase 670,300 shares
of common stock.  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
Statement  of  Financial  Accounting Standards (SFAS) No.  123,  Accounting  for
Stock-Based  Compensation,  which requires pro forma 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.




                                       F-8
<PAGE>
FINANCIAL  INSTRUMENTS:

At  September 30,  1999 and 1998, 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 fair value of the
Company's notes payable to officers  cannot  be currently determined, as similar
borrowing sources and terms are unavailable.   The carrying value of capitalized
leases  approximates fair value at September 30, 1999,  since  the  leases  were
entered  into  during  fiscal  1998  at  rates  which  approximate  the rates at
September 30, 1999.

RECLASSIFICATIONS:

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

OTHER  RECENTLY  ISSUED  ACCOUNTING  STATEMENTS:

During  1997,  the Financial  Accounting Standards Board (FASB)released SFAS No.
130  Reporting  Comprehensive  Income.     SFAS  No. 130, established  standards
for reporting and  display of comprehensive  income and  its  components  in  an
entity's financial statements.  The  objective of  SFAS No. 130  is  to report a
measure  of  all changes in  the  equity  of  an  enterprise  that  result  from
transactions and other economic events  of  the period.  Comprehensive income is
the total of net income and all other  non-owner  changes  in  equity.  SFAS No.
130 does not address issues of  recognition  or  measurement  for  comprehensive
income and  its components, and  therefore, it had no  impact on  the  financial
condition or results of operation of the Company upon adoption as of  October 1,
1998.

In 1997,  the  American  Institute  of  Certified  Public  Accountants  released
Statement  of  Position  (SOP)  97-2,   which  provides   revised  guidance  for
recognizing revenue on certain software  transactions.  There was no significant
effect upon adoption as of October 1, 1998.

In  June  1997,  the  FASB issued SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information,  which  supersedes  SFAS  No.  14, Financial
Reporting for Segments of a  Business  Enterprises.    SFAS No. 131  established
standards for the way that public companies report  information  about operating
segments in  annual  financial  statements and requires  reporting  of  selected
information about operating segments in interim  financial  statements issued to
the public.  It also established standards for  disclosures  regarding  products
and  services,  geographic  areas  and  major customers.   SFAS No. 131  defines
operating  segments  as components  of a  company about which separate financial
information  is  available  that  is  evaluated regularly by the chief operating
decision   maker  in  deciding  how  to  allocate  resources  and  in  assessing
performance.  The Company  operates  under one business segment and accordingly,
there was no significant effect upon adoption as of October 1, 1998.

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
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.  SFAS 133 is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000.

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 on July 1, 2000 to affect it  financial
statements.


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. Four  customers
accounted for approximately 30%, 18%, 16% and  13%  of  the  accounts receivable
balance at September 30, 1999, and four  customers accounted  for  approximately
30%, 17%, 14% and  12%  of  the  accounts  receivable  balance at  September 30,
1998.  Additionally, 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. Four  customers, including  revenues  from  the
Company's Distributors treated  as  resulting  from  one  customer (see Note 4),
accounted for 17%, 15%, 11% and 10% of total revenues for the  fiscal year ended
September 30, 1997. Net revenues from Canadian and European  customers  were  as
follows:




                                       F-9
<PAGE>
<TABLE>
<CAPTION>

                                              Years Ended
                                             September 30,
                                         -------------------
                                          1999   1998   1997
                                         -----  -----  -----
<S>                                      <C>    <C>    <C>
Canada    . . . . . . . . . . . . . . . .  2%     2%     9%
Europe    . . . . . . . . . . . . . . . .  0%     1%     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,
                                                                 --------  ---------
                                                                  1999      1998
                                                                 --------  ---------
<S>                                                             <C>        <C>
10% Uncollateralized notes receivable from president, due
 December 31, 1997 . . . . . . . . . . . . . . . . . . . . . .  $       -  $      -
5.7 to 10% Uncollateralized notes receivable from Senior Vice
President,   due in varying amounts through September 30, 1999    37,013     37,013
Accrued interest receivable. . . . . . . . . . . . . . . . . .     4,264      2,132
                                                                ---------  ---------
  Total receivable from officers . . . . . . . . . . . . . . .    41,277     39,145
                                                                ---------  ---------
24% Uncollateralized notes payable to president, due
 December 30, 1999 . . . . . . . . . . . . . . . . . . . . . .  (262,536)  (350,000)
24% Uncollateralized notes payable to senior vice president,
 due February 28, 2000 . . . . . . . . . . . . . . . . . . . .  (120,426)  (225,000)
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)  ( 95,537)
                                                                ---------  ---------
  Total payable to officers (1). . . . . . . . . . . . . . . .  (791,453)  (670,537)
                                                                ---------  ---------
Notes Payable to officers, net . . . . . . . . . . . . . . . .  (750,176)  (631,392)
                                                                =========  =========

<FN>
1.  All  net  notes payable to offices have been classified as long-term, as the
noteholders have committed to extend them to at least October 1, 2000.

</TABLE>

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

The  Company  has  entered   into   agreements   with  several   entities   (the
"Distributors") for licenses and distributorship  arrangements for its year 2000
software products, Assess/2000 and  Complete/2000TM, 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.   As of September 30, 1996, this shareholder pledged
150,000  shares  of Company stock as collateral for $800,000 due under the terms
of  the first of the contracts; the entire amount was collected in January 1997.


Under    the    distributorship    agreements,    the    Distributors    receive
territorially  exclusive  rights  to  market year 2000 renovation projects to be
performed  by  the Company   using  the Complete/2000TM  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
receives 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 are generally for  an
initial  one-year  period,  but are  renewable for up to  four additional  years
based  on certain  performance  conditions.   The  Distributors  generally  have
separate  agreements  for license  rights for unlimited usage of the Assess/2000
product. In the case of one contract, fees payable are 50% of collected revenues
until $1,500,000  has  been 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  to be 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, have generally been
deferred  and recognized over a five year period  commencing with the signing of
the  respective agreements.    Of  these amounts, approximately  $1,410,000  and


                                       F-10
<PAGE>
$1,955,000    is   deferred   at  September  30,  1999, and September  30, 1998,
respectively.    Additional    fees  of  approximately    $672,000  for training
programs,  annual  software maintenance, and customer  support  were received in
1997;  of  this  amount,  approximately  $135,000  and  $155,000  is deferred at
September 30, 1999 and September  30,  1998, 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  $166,000,
$346,000, and $213,000 for the years ended  September 30, 1999,  1998 and  1997,
respectively.  The  year  2000  expenses  related  to the distributor contracts,
included  in  sales  and   marketing   expenses,  were  approximately  $497,000,
$1,037,000, and $640,000 for the years ended September 30, 1999,  1998 and 1997,
respectively.

Purchased  Software:
-------------------

During the year ended September 30, 1997, the Company commissioned and purchased
a  $150,000  data  analysis module for use with its year 2000 software products.
The  software  developer is an entity owned in part by the senior vice president
of the Company, another employee of the Company, and another shareholder.


5.   EQUIPMENT AND FURNITURE:

Equipment  and  furniture  is  comprised  of  the  following:

<TABLE>
<CAPTION>


                                                September 30,
                                           ----------------------
                                              1999        1998
                                           ----------  ----------
<S>                                        <C>         <C>
Computer equipment and software . . . . .  $ 852,137   $ 852,137
Furniture and equipment . . . . . . . . .    310,890     310,890
Leasehold improvements  . . . . . . . . .     77,117      77,117
                                           ----------  ----------
                                           1,240,144   1,240,144
Accumulated depreciation and amortization   (962,612)   (671,909)
                                           ----------  ----------
                                           $ 277,532   $ 568,235
                                           ==========  ==========

</TABLE>

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 will incur 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, 1999   the Company's  outstanding indebtedness under the agreement
was $861,000. At September 30, 1998 the Company's outstanding indebtedness under
the  agreement  was $468,000.   The  agreement  may  be terminated by either the
factor or the Company at any time.

7.   INCOME TAXES:

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

<TABLE>
<CAPTION>

                                               Years Ended
                                              September 30,
                                          ----------------------
                                           1999    1998    1997
                                          -----  ------  -------

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

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

The effective income tax rate differs from the statutory federal income tax rate
primarily due to the full valuation allowance against the Company's deferred tax
assets  arising  from  its  net  operating  losses.

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

                                       F-11
<PAGE>
<TABLE>
<CAPTION>


                                                        September 30,
                                                --------------------------
                                                    1999         1998
                                                ------------  ------------
<S>                                             <C>           <C>
Deferred tax assets (liabilities):
Accrual vs. cash basis adjustment  . . . . . .  $   141,000   $   189,000
Deferred revenues  . . . . . . . . . . . . . .      713,000       925,000
Deferred compensation  . . . . . . . . . . . .      153,000             -
Net operating loss carryforwards . . . . . . .    2,537,000     1,793,000
State taxes and other .  . . . . . . . . . . .       39,000       (25,000)
                                                ------------  ------------
  Total deferred tax assets. . . . . . . . . .    3,583,000     2,882,000
Valuation allowance. . . . . . . . . . . . . .   (3,583,000)   (2,882,000)
                                                ------------  ------------
  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 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, 1999 and 1998.   The  increase  (decrease)  in  the  valuation
allowance  was $701,000, ($778,000) and ($552,000) in the years  ended September
30, 1999, 1998 and 1997, respectively.

At September 30, 1999,  the Company  has net operating  loss  carryforwards  for
federal and California state income tax purposes of approximately $6,618,000 and
$3,239,000,  respectively.   These  carryforwards  expire  in  varying   amounts
through 2013.   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.

8.   COMMON STOCK:

In  connection  with a  May  1995  private  placement in  which the Company sold
735,000 of its shares of common  stock, the Company issued  735,000 warrants  to
purchase  additional  shares  of  common  stock  at  $.40  and $.60 per share if
exercised  prior  to  August 31, 1995 and  November 30, 1995,  respectively.  In
August 1995,  warrants  were  exercised  to  purchase 183,750 shares at $.40 per
share. Warrants to purchase the remaining 551,250 shares of common stock at $.60
per share were exercised  in  November  1995.

In  December  1996,  the  Company  sold  282,000 shares of its common stock in a
private  placement  resulting  in  proceeds of $1,128,000.  The Company incurred
$5,275  of costs related to this sale.  In connection with the sale, the Company
issued  to  the  investors  nontransferable  warrants  to purchase an additional
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 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.  The market value of  those  shares  at  December 31, 1998 was $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, in lieu of cash,  warrants  to  purchase  30,000  shares  of common stock
at $0.75 per share, which warrants expire in five years.

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.  During the year ended September 30, 1994, 50,000 shares
were  sold  under the Plan.  No  shares  were sold under the Plan in 1999, 1998,
1997, 1996, or  1995.

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,  1999 and
1998,  no shares  are  subject  to the  Company's repurchase  option  under this
provision. No shares were repurchased during the years ended September 30, 1999,
1998, 1997  or  1996.
 .

In  partial  consideration  for  stock  purchased  under  the  Plan, the Company
received  promissory  notes  with an aggregate balance of $7,973 as of September
30,  1996.    These  notes  were  paid  in  full  during  1997.

10.  STOCK OPTION PLAN:

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,


                                       F-12
<PAGE>
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>
                                                                    OPTIONS OUTSTANDING
                                     SHARES    --------------------------------------------------------------
                                   AVAILABLE                                      AGGREGATE    WEIGHTED AVG.
                                   FOR GRANT   NO. OF SHARES   PRICE PER SHARE      PRICE     EXERCISE PRICE
                                   ----------  --------------  ----------------  -----------  ------------
<S>                                <C>         <C>             <C>               <C>          <C>
Balance, October 1, 1996. . . . .    356,500         594,000     $    1.43-4.75   1,072,125     1.80
Granted during 1997 . . . . . . .   (131,800)        131,800         9.70-19.00   1,809,010    13.73
Exercised during 1997 . . . . . .          -         (14,000)         2.00-9.70     (39,550)    2.83
Canceled during 1997. . . . . . .      8,500          (8,500)         2.00-4.75     (33,500)    3.94
                                   ----------  --------------  ----------------  -----------  -----------
Balance, September 30, 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
Canceled 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
Canceled 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
                                   ==========  ==============  ================  ===========  ============

</TABLE>

The  following  table  summarizes  information  with  respect  to  stock options
outstanding  at  September 30, 1999

<TABLE>
<CAPTION>

                              OPTIONS OUTSTANDING                                   OPTIONS EXERCISABLE
--------------------------------------------------------------------------------  -------------------------------------
RANGE OF          NUMBER OUTSTANDING   WEIGHTED AVG. REMAINING    WEIGHTED AVG.    NUMBER EXERCISABLE    WEIGHTED AVG.
EXERCISE PRICE   AT SEPTEMBER 30, 1999  CONTRACTUAL LIFE (YEARS)  EXERCISE PRICE   AT SEPTEMBER 30, 1999  EXERCISE PRICE
===============  ====================  ========================  ===============  ====================  ===============
<S>              <C>                   <C>                       <C>              <C>                   <C>
1.43-$2.00 . .                517,500                      1.40  $          1.45               517,500  $          1.45
4.75. . . . . .                51,000                      2.17             4.75                51,000             4.75
8.02-11.50 . .                101,800                      3.27            10.29                99,161            10.26
---------------  --------------------  ------------------------  ---------------  --------------------  ---------------
1.43-11.50 . .                670,300                      1.75  $          3.04               667,661  $          3.01
===============  ====================  ========================  ===============  ====================  ===============
</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.

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 pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                           Years Ended
                                                          September 30,
                                                   ---------------------------------------
                                                       1999          1998         1997
                                                   ------------  ------------  -----------
<S>                                   <C>          <C>           <C>           <C>
Net loss . . . . . . . . . . . . . .  As reported  $(2,731,380)  $(2,328,652)  $(1,045,511)
                                      Pro forma    $(2,771,871)  $(2,893,374)  $(2,043,097)

Net loss per share-basic and diluted  As reported  $     (0.23)  $     (0.20)  $     (0.09)
                                      Pro forma    $     (0.23)  $     (0.25)  $     (0.18)

</TABLE>

                                       F-13
<PAGE>
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, 1998 and 1997, (including repriced options) were $2.35  and
$10.09 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 1998 and 1997:

<TABLE>
<CAPTION>

                                       Years Ended
                                      September 30,
                                     ----------------
                                      1998    1997

                                      -----   -----
<S>                                   <C>     <C>
Expected life (years). . . . . .      2.1     2.5
Expected volatility. . . . . . .      116%    125%
Risk free interest rate. . . . .      5.60%   6.22%
</TABLE>

11.  PROFIT SHARING AND RETIREMENT PLANS:

The  Company  has  a  401(k)  profit  sharing  plan  covering  substantially all
employees,  and  matches  employee salary deferrals up to a maximum of 4% of the
participant's  eligible  compensation.   The Company's cost of the 401(k) profit
sharing  plan  was   $71,682, $73,499, and $66,670  in  the  fiscal  years ended
September  30,  1999,  1998  and 1997, respectively.

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 401K Plan
as described above.  There were no contributions to this Plan during  1999, 1998
1997 or 1996.   The Company's cost of the Pension Plan was $12,736 in the fiscal
year ended  September  30,  1995.



12.  LEASE COMMITMENTS:

The Company  leases  office space and equipment  under  operating  leases.  Rent
expense  under operating  leases  was   $302,495,   $354,684,  $184,344, in  the
fiscal  years ended  September  30, 1999,  1998  and  1997, respectively.  As of
September 30,  1999,  future  minimum  lease  payments  under  operating  leases
are as follow:

<TABLE>
<CAPTION>

Years Ending September 30,
--------------------------
<S>                         <C>
2000 . . . . . . . . . . .    $315,000
2001 . . . . . . . . . . .     313,000
2002 . . . . . . . . . . .      95,000
                            ----------
                            $  723,000
                            ==========

<FN>
Minimum payments to be received by Forecross for the sublease of office space are
$68,750,  $68,750  and  $17,190  for the years ended September 30, 2000, 2001 and
2002 respectively.

</TABLE>


13.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

<TABLE>
<CAPTION>

                                         Years Ended
                                        September 30,
                                  -------------------------
                                     1999     1998     1997
                                 --------  --------  --------
<S>                              <C>       <C>       <C>
Interest paid . . . . . . . . .  $260,410  $220,053  $290,648

</TABLE>

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:

                                       F-14
<PAGE>
<TABLE>
<CAPTION>

                                                              Years Ended
                                                             September 30,
                                                        --------  --------  --------
                                                         1999     1998      1997
                                                        --------  --------  --------

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

Outstanding travel advances converted to a note
  receivable from the Senior Vice President. . . . . .  $      -  $      -  $37,013
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. . . . .   120,954    90,405        -
</TABLE>

                                       F-15
<PAGE>
<TABLE>
<CAPTION>

                                        FORECROSS CORPORATION
                                  VALUATION AND QUALIFYING ACCOUNTS




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

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

Year Ended September 30,

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

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

1997. . . . . . . . . . . . . .            340               300,000                   -      300,340

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

Year Ended September 30,

1999. . . . . . . . . . . . .    $   2,882,000  $                  -   $  ( 701,000)*       $3,583,000

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

1997 . . . . . . . . . . . . . .     1,552,000                     -       (552,000)*        2,104,000

* 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>