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

                                   Form 10-QSB
(Mark One)

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

     For the quarterly period ended September 30, 2000

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

     For the transition period from ______________ to ______________.

                    Commission File Number      33-16031
                                            -----------------

                            FRONT PORCH DIGITAL INC.
           -----------------------------------------------------------
           (Name of small business issuer as specified in its charter)

              Nevada                                  86-0793960
------------------------------------    ----------------------------------------
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

                       1810 Chapel Avenue West, Suite 130
                              Cherry Hill, NJ 08002
            --------------------------------------------------------
                    (Address of principal executive offices)

                                  856-663-3500
                     --------------------------------------
                           (Issuer's telephone number)

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

As of September 30, 2000,  19,510,768  shares of the issuer's  common stock were
outstanding.

Transitional Small Business Disclosure Format (check one):     Yes [ ]   No [X]


                                       1
<PAGE>


                            FRONT PORCH DIGITAL INC.

                                   FORM 10-QSB

                                      INDEX

                                                                            PAGE

PART I.    Financial Information                                               3

Item 1.    Financial Statements:

           Balance Sheets - September 30, 2000 and December 31, 1999           3

           Statements of Operations - Three and Nine Months ended
             September 30, 2000 and 1999                                       4

           Statements of Cash Flows - Nine months ended
             September 30, 2000 and 1999                                       5

           Statement of Stockholders' Equity - December 31, 1999 and
             September 30, 2000                                                6

           Notes to Financial Statements                                       7

Item 2.    Management's Discussion and Analysis or Plan of Operation          10

PART II.   Other Information:                                                 13

Item 1.    Legal Proceedings                                                  13

Item 2.    Changes in Securities and Use of Proceeds                          13

Item 3.    Defaults Upon Senior Securities                                    13

Item 4.    Submission of Matters To A Vote of Security Holders                13

Item 5.    Other Information                                                  13

Item 6.    Exhibits and Reports on Form 8-K                                   13

Signatures                                                                    14

                                       2
<PAGE>


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS -



                                  FRONT PORCH
                                  DIGITAL INC.
                                     BALANCE
   Sheet
(Unaudited)

                                                   Sept. 30, 2000  Dec. 31, 1999
                                                               [Predecessor
                                                    [Unaudited]    company]
                                                  ----------       --------
                                     Assets
Current assets
Cash                                                $156,792       $ 14,483
Accounts receivable                                    4,075              0
Interest receivable                                   77,429              0
Inventory                                              2,876              0
                                                  ----------       --------

  Total current assets                               241,172         14,483
                                                  ----------       --------

Property & equipment, Net                            233,576              0

Investment in Visionary Systems, at cost             300,000              0
Other assets                                          93,176              0

                                                    --------       --------
  Total assets                                      $867,924       $ 14,483
                                                    ========       ========

                 Liabilities and Stockholders' Equity (Deficit)

Current liabilities
Bridge note payable, net of discount                $781,795       $      0
Accounts payable                                     125,276          5,075
Accrued expenses                                     608,854              0
                                                  ----------       --------

  Total current liabilities                         1,515,925         5,075

Stockholders' equity (deficit)
Preferred stock, nonvoting, $.001 par value,
  5,000,000 shares authorized, none
  issued or outstanding; common stock,
  $.001 par value, 50,000,000 shares
  authorized, 19,510,768 shares issued
  and outstanding for 2000; 23,200,000
  shares issued and outstanding
  for 1999                                            19,511         23,200
Additional paid in capital                        10,569,293        102,800
Subscriptions receivable                          (7,592,090)             0
Accumulated deficit                               (3,644,715)      (116,592)
                                                  ----------       --------

  Total stockholders' equity (deficit)              (648,001)         9,408

                                                  ----------       --------
  Total liabilities and stockholders'
    equity (deficit)                                $867,924       $ 14,483
                                                    ========       ========

                                       3
<PAGE>


                            FRONT PORCH DIGITAL INC.
                             Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         For the Three   For the Nine    For the Three   For the Nine
                                          Months Ended    Months Ended    Months Ended    Months Ended
                                          ------------    ------------    ------------    ------------
                                            9/30/2000      9/30/2000        9/30/1999       9/30/1999
                                          ------------    ------------    ------------    ------------
                                                                             [predecessor company]
                                                                          ----------------------------
<S>                                       <C>             <C>             <C>             <C>
Revenues                                  $      3,224    $     56,681    $          0    $          0

Cost of revenue                                    200          25,208               0               0

                                          ------------    ------------    ------------    ------------
Gross margin                                     3,024          31,473               0               0
                                          ------------    ------------    ------------    ------------


Operating expenses
Sales & marketing                               11,283          67,729               0               0
General & administrative                       348,704       1,442,979             953           8,306
Consulting fees (Note 8)                     1,928,724       1,928,724
                                          ------------    ------------    ------------    ------------
                                             2,288,711       3,439,432             953           8,306
                                          ------------    ------------    ------------    ------------


Loss from operations                        (2,285,687)     (3,407,959)           (953)         (8,306)

Other income (expense)
Interest income                                 77,429          77,429              70              70
Interest expense                               (50,795)        (69,170)              0               0
Other expense (Note 7)                        (245,015)       (245,015)              0               0
                                          ------------    ------------    ------------    ------------
                                              (218,381)       (236,756)             70              70
                                          ------------    ------------    ------------    ------------


Net loss                                    (2,504,068)     (3,644,715)           (883)         (8,236)
                                          ============    ============    ============    ============

Weighted average number of
  Common shares outstanding-basic
  and diluted                               18,243,762      16,817,959      23,200,000      23,200,000

Loss per common share-basic and diluted          (0.14)          (0.22)          (0.00)          (0.00)
</TABLE>

                                       4
<PAGE>


                            FRONT PORCH DIGITAL INC.
                             Statement of Cash Flows
                            For the Nine Months Ended
                                   (Unaudited)


                                                  Sept. 30, 2000  Sept. 30, 1999
                                                    -----------    -----------
Cash flows from operating activities
      Net loss                                      $(3,644,715)   $    (8,236)
      Depreciation and amortization                      61,813              0
      Non cash issuance of common stock               1,928,724              0
      Stock option compensation cost                     33,150              0

      Adjustments to reconcile net loss
        to net cash used in operating activities

Changes in operating assets and liabilities
Increase in accounts receivable                          (4,075)        (3,587)
Increase in interest receivable                         (77,429)             0
Increase in inventory                                    (2,876)             0
Increase in accounts payable                            120,201          2,930
Increase in accrued expenses                            608,854              0
Other                                                    (3,008)             0
                                                    -----------    -----------
  Net cash used in operating activities                (979,361)        (8,893)
                                                    -----------    -----------

Cash flows from investing activities
Capital expenditures                                   (262,594)             0
Capitalization of acquisition related costs             (93,176)             0
Investment in Visionary Systems                        (300,000)             0
                                                    -----------    -----------
  Net cash used in investing activities                (655,770)             0
                                                    -----------    -----------


Cash flows from financing activities
Bridge loan proceeds                                    800,000              0
Proceeds from issuance of common stock                  977,440         20,000
                                                    -----------    -----------
  Net cash provided by financing activities           1,777,440         20,000
                                                    -----------    -----------


Net increase in cash                                    142,309         11,107

Cash, beginning of period                                14,483              0
                                                    -----------    -----------

Cash, end of period                                 $   156,792    $    11,107
                                                    ===========    ===========

                                       5
<PAGE>


                            FRONT PORCH DIGITAL INC.
                        Statement of Stockholders' Equity
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Common Stock
                                            -------------------------    Additional     Subscription    Accumulated    Stockholders'
                                              Shares         Amount    Paid-in Capital   Receivable       Deficit        Equity
                                            ----------    -----------    ------------    ---------      -----------    ---------
<S>                                         <C>           <C>            <C>             <C>            <C>            <C>
Balance, December 31, 1999                  46,400,000    $    23,200    $    102,800    $        --    $  (116,592)   $     9,408


Stock option compensation costs                                          $     33,150                                  $    33,150

Recapitalization of
   Front Porch Digital, Inc.               (40,000,000)   $   (16,800)   $   (102,800)                  $   116,592    $    (3,008)

Issue shares to Front Porch
   Digital shareholders for merger           9,440,000    $     9,440                    $    (9,240)                  $       200

   Other, debt discount                                                  $     51,000                                  $    51,000

Common stock issued for cash
   at $2.00 per share                          487,500    $       488    $    974,512                                  $   975,000

Stock subscriptions paid                                                                 $     2,240                   $     2,240

Contributed shares from Front
   Porch Digital shareholders for
   capital restructuring                    (1,573,639)   $    (1,574)   $      1,574                                  $        --

Investment of Equity Pier                    4,756,907    $     4,757    $  9,509,057    $(7,585,090)                  $ 1,928,724

Net loss                                                                                                $(3,644,715)   $(3,644,715)


                                          ----------------------------------------------------------------------------------------
Balance, September 30, 2000                 19,510,768    $    19,511    $ 10,569,293    $(7,592,090)   $(3,644,715)   $  (648,001)
                                          ========================================================================================
</TABLE>

                                       6
<PAGE>



                            FRONT PORCH DIGITAL INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2000
                                   (Unaudited)



Note 1 - The Business

     Front  Porch  Digital  Inc.,  formerly  Empire  Communications,  Inc.  (the
"Company"), is a broadband digital media solutions provider that offers services
that  facilitate the  distribution of digital content over a variety of delivery
mechanisms,  including Internet streaming, digital cable, Digital Versatile Disc
(DVD) and digital  television.  The  Company's  proprietary  production  process
automates  the  pre-mastering  and  programming  of  broadband  video  and audio
content. Using a software-based production model that decouples the processes of
capture,  compression,  archiving  and  streaming,  the Company is able to offer
adaptable yet cost-effective, full-featured digital media services.

     On October 11, 2000 the company  acquired the Media Services  operations of
Storage  Technology  Corporation  ("StorageTek"),   which  has  over  ten  years
experience in performing  conversions and migrations of legacy analog data, such
as text,  documents,  microfiche and images, to digitized data on tape and disk.
The Company believes the services offered by the media services group are unique
in that they may be successfully delivered at the customer's site using a proven
process and  methodology  that results in virtually no impact to the  customer's
day-to-day  operations or CPU  processing  overhead.  These services may also be
performed at one of the company's secure facilities.


Note 2 - Basis of Presentation

         In May 2000,  the  Company  and its  current  subsidiary,  Front  Porch
Digital, Inc., a Delaware corporation ("Front Porch"), executed an Agreement and
Plan of  Reorganization  (the "Plan"),  whereby the Company acquired 100% of the
outstanding  equity  securities of Front Porch from its stockholders (the "Front
Porch  Stockholders").  The Plan  provided  for the  acquisition  of 100% of the
outstanding  equity  securities  of Front  Porch;  the  issuance and exchange of
9,440,000 shares of the Company's common stock for the outstanding  common stock
of Front Porch,  which  shares of common  stock of the Company were  "restricted
securities"  under the Securities Act of 1933, as amended;  the  contribution of
40,000,000  shares of common stock of the Company owned by Susan M. Grant to the
treasury of the  Company;  and the  issuance and exchange of warrants to acquire
7,400,000  shares of the common  stock of the Company  for the  then-outstanding
warrants to acquire 7,400,000 shares of the common stock of Front Porch.

         This  transaction  is commonly  referred to as a "reverse  acquisition"
where 100% of Front  Porch's stock was  effectively  exchanged for a controlling
interest in a publicly-held  "shell" corporation (which concurrently changed its
name to Front Porch Digital,  Inc.).  For financial  accounting  purposes,  this
transaction  has been  treated  as the  issuance  of stock for the net  monetary
assets of the Company, accompanied by a recapitalization of Front Porch, with no
goodwill or other intangible assets recorded.

     Front Porch was formed on February 1, 2000,  and therefore  the  historical
operating results prior to that date are those of Empire Communications, Inc.

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and pursuant to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Accordingly,  they do not include all the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  Management of the Company  believes that the disclosures
are adequate to make the

                                       7
<PAGE>


information  presented  not  misleading.  In  the  opinion  of  management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the three and nine
month periods ended  September  30, 2000 are not  necessarily  indicative of the
operating results expected for the year ending December 31, 2000.


Note 3 - Going Concern Uncertainty

     The Company's  financial  statements are prepared using generally  accepted
accounting  principles  applicable  to a going  concern  that  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the Company  commenced  operations  in its current  line of
business on May 2, 2000,  and has not had  significant  revenues.  To date,  the
Company has been able to cover operating costs with existing financial resources
from bridge loans and proceeds from the sale of its common stock.


Note 4 - Related Party Transactions

     The Company leases computer  equipment and office space on a month-to-month
basis from an entity  formerly  under  common  control  with the  Company.  Rent
expense on these leases was $170,998  during the nine months ended September 30,
2000.

     The  Armand  Group,  a  Chicago-based  investment  banking  firm,  has been
retained  to  provide  financial  consulting  and  investment  banking  advisory
services to the  Company,  including  providing  the services of a member of The
Armand Group as the Company's interim Chief Financial  Officer.  Under the terms
of  this  agreement,   the  Armand  Group  receives  monthly   consulting  fees,
reimbursement  of all direct  expenses  associated  with its  services  and,  in
connection  with the  recently-completed  transaction  between  the  Company and
StorageTek,  an investment banking advisory fee. Through September 30, 2000, the
Armand Group has received $ 35,000 in fees and $17,000 in expense reimbursements
from the Company. Additionally, subsequent to September 30, 2000, based upon the
closing of the Media  Services  acquisition  from  StorageTek,  the Armand Group
received an additional $200,000 in investment banking success fees. A partner of
the Armand  Group,  who is also a  shareholder  of the  Company,  has  continued
serving  in the  capacity  of interim  Chief  Financial  Officer of the  Company
following the acquisition of the Media Services operations.


Note 5 - Bridge Loans

     At September 30, 2000 the Company had $800,000 of unsecured  notes payable.
These  notes  bear  interest  at 9% and are  payable on  demand.  Subsequent  to
September 30, 2000, the Company repaid  $600,000 of the principle  amount of the
notes.

Note 6 - Warrants

     In connection  with the issuance of the notes payable (Note 5), the Company
issued  warrants  that enable the lenders to  purchase an  aggregate  of 800,000
shares of common  stock of the Company for a purchase  price of $1.00 per share.
These warrants expire on December 31, 2005.

     In connection  with the Plan (Note 2), on May 2, 2000,  the Company  issued
warrants in exchange for identical  fully-vested  outstanding  warrants of Front
Porch, which enable the holders to:

   o purchase an aggregate of 6,000,000 shares of common stock of the Company at
     an exercise price of $0.50 per share. These warrants expire May 2, 2005 and
     become exercisable on February 1, 2001;

   o purchase an aggregate  of 920,000  shares of common stock of the Company at
     an exercise price

                                       8
<PAGE>


     of $0.50 per share. These warrants become exercisable in three equal annual
     installments commencing on February 1, 2001 and expire on February 1, 2005.

     In  connection  with a  capital  restructuring  of the  Company  (Note  9),
warrants  expiring May 2, 2005 to purchase an aggregate of 3,000,000  shares and
warrants  expiring on February 1, 2005 to  purchase an  aggregate  of  1,573,639
shares have been forfeited.


Note 7 - Termination of Proposed Acquisition

     In the  February  2000 the Company had reached an agreement in principle to
acquire the  outstanding  shares of capital stock of Formal Systems America Inc.
("FSAI"),  a  corporation  formerly  engaged  in  the  software   re-engineering
business. The acquisition will, among other benefits, give the company access to
FSAI's Sun MicroSystems E-6000 server.

     The Company  subsequently  terminated the proposed acquisition of FSAI and,
as a result no  shares  of common  stock  were  issued by the  Company  for such
purpose.  Under the termination,  however,  the Company agreed to pay a break up
fee and  legal  expenses,  aggregating  $245,000,  which are  included  in other
expenses.  The Company also agreed to continue to lease FSAI's Sun  Microsystems
E-6000  server  and  FSAI's   facilities  in  Cherry  Hill,   New  Jersey  on  a
month-to-month basis. (Note 4)


Note 8 - Investment of Equity Pier LLC

     Effective August 1, 2000, the Company issued to Equity Pier LLC, a Colorado
limited liability company ("Equity Pier"),  4,756,907 shares of common stock for
a purchase price of $2.00 per share (the "Equity Pier Share Purchase").  Of such
shares,  964,362  shares  were  issued in  consideration  of certain  consulting
services previously  rendered by Equity Pier to the Company,  which were charged
to selling general and administrative  services in the period. And an additional
3,792,545  shares were issued in consideration of a cash payment of $3,793 and a
promissory  note of  Equity  Pier in the  principal  amount of  $7,581,297  (the
"Promissory  Note"). The Promissory Note bears interest at the rate of 6.33% per
annum, is payable in 14 equal quarterly  installments of $607,978 and is secured
by a pledge of 3,792,545 shares of common stock of the Company.  Equity Pier was
also granted  certain rights for the  registration of its shares of common stock
of the Company under the Securities Act of 1933, as amended.

     Concurrent  with  such  purchase  and  sale,  the  Company  entered  into a
consulting  agreement  with Equity Pier pursuant to which Equity Pier has agreed
to render  certain  consulting  services to the Company for the 36-month  period
commencing  January 1, 2001 in  consideration of monthly payments by the Company
of  $236,000  (the  "Equity  Pier  Consulting  Agreement").  The  terms  of  the
consulting agreement was subsequently amended to commence on October 1, 2000 and
terminate  on June 30,  2004 and to reduce the  monthly  payments by the Company
from $236,000 to $204,000 per month (Note 10).


Note 9 - Capital Restructuring.

     In connection  with the  investment by Equity Pier in the Company,  certain
founding  shareholders  of Front Porch agreed to restructure  the capital of the
Company by  contributing  shares of common  stock to the  Company or  forfeiting
certain  options or warrants to purchase shares of common stock. An aggregate of
1,573,639  shares of common stock were contributed to the Company and options or
warrants to purchase  an  aggregate  of  6,070,000  shares of common  stock were
forfeited.  In addition,  Donald  Maggi,  a director of the  Company,  agreed to
forfeit warrants to purchase 150,000 shares of common stock.

                                       9
<PAGE>


Note 10 - Subsequent Events

     On October  10,  2000,  the  Company  acquired  the net assets of the media
services operations (the "Business") of StorageTek pursuant to an Asset Purchase
Agreement dated as of October 10, 2000 (the "Asset Purchase Agreement"), between
the Company and StorageTek.  The  consideration  paid by the Company pursuant to
the Asset  Purchase  Agreement  consisted of (a) $153,915 in cash (obtained from
the net proceeds of a  recently-completed  private  placement  of the  Company's
common  stock),  and (b)  6,088,636  shares of common stock of the  Company.  In
connection with the  acquisition,  the Company  assumed certain  liabilities and
obligations of StorageTek  relating to the Business,  including  certain royalty
payments payable to Dr.  Giancarlo  Gaggero (the Company's Senior Vice President
of Media  Technologies)  pursuant  to the terms of an asset  purchase  agreement
dated  as  of  December  2,  1998  between   StorageTek   and  Data   Strategies
International, Inc.

     Pursuant to the terms of the Asset Purchase Agreement, the Company acquired
substantially all of the assets used in the operation of the Business, exclusive
of certain assets of StorageTek not solely related to the Business. The acquired
assets  include  the  following:  o Tangible  assets,  including  machinery  and
equipment, computer hardware, leasehold improvements and other improvements;

   o Intellectual property;

   o Customer lists;

   o Subsisting contracts with customers; and

   o All revenues allocable to the Business and recognizable by StorageTek under
     accrual-based  accounting  procedures from July 1, 2000 to the closing date
     and  allocable  to work  performed  by  StorageTek  after  June  30,  2000,
     exclusive of revenues generated prior to the closing date in respect of one
     identified project.

     In conjunction  with the acquisition,  the commencement  date of the Equity
Pier  Consulting  Agreement was  accelerated  from January 1, 2001 to October 1,
2000 to coincide with the consummation of the acquisition,  and the term of such
agreement  was  extended by an  additional  six months,  to June 30,  2004.  The
monthly payments by the Company under the Equity Pier Consulting  Agreement were
also renegotiated downward from $236,000 per month to $204,000 per month.

     In addition,  in connection with the acquisition,  certain  shareholders of
the Company  granted the Company an option to purchase an aggregate of 1,450,000
shares of common  stock of the Company for a purchase  price of $1.50 per share,
and  the  Company  granted  to  such   shareholders   the  right  under  certain
circumstances to put such shares to the Company for purchase at a price of $1.50
per share.

     In October  2000,  the  Company  completed a private  placement  of 118.032
units,  each unit consisting of 25,000 shares of common stock, and received from
such offering  aggregate net proceeds of $5,605,940  after  deducting  placement
agent commissions of $295,660.  A portion of the net proceeds from such offering
was applied to the cash portion of the purchase price for the acquisition of the
Business.  The balance of the net proceeds  from such  offering will be used for
research and development expenses, sales and marketing expenses, the purchase of
equipment and for working capital.



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

GENERAL

     When  used  in  this  discussion,  the  words  "believes",   "anticipates",
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.  Such statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected.

                                       10
<PAGE>


     The  Company's  business and results of  operations  are affected by a wide
variety of factors that could  materially  and adversely  affect the Company and
its actual results, including, but not limited to, the ability of the Company to
provide  services  and to complete the  development  of its products in a timely
manner,  the demand for and the timing of demand for such services and products,
competition from other products and companies, the Company's sales and marketing
capabilities,   the  Company's   ability  to  sell  its  services  and  products
profitably,  availability  of adequate  debt and equity  financing,  and general
business and economic  conditions.  As a result of these and other factors,  the
Company may experience  material  fluctuations in future operating  results on a
quarterly or annual  basis,  which could  materially  and  adversely  affect its
business, financial condition, operating results and stock price.

     These  forward-looking  statements  speak only as of the date  hereof.  The
Company  undertakes  no  obligation  to  publicly  release  the  results  of any
revisions to these forward-looking statements that may be made to reflect events
or  circumstances  after  the  date  hereof  or to  reflect  the  occurrence  of
unanticipated events.

Reverse Acquisition

     In May 2000,  the Company and Front Porch  executed  the Plan,  whereby the
Company acquired 100% of the outstanding  equity  securities of Front Porch from
the Front Porch  Stockholders.  The Plan provided for the acquisition of 100% of
the outstanding  equity  securities of Front Porch; the issuance and exchange of
9,440,000 shares of the Company's common stock for the outstanding  common stock
of Front Porch,  which  shares of common  stock of the Company were  "restricted
securities"  under the Securities Act of 1933, as amended;  the  contribution of
40,000,000  shares of common stock of the Company owned by Susan M. Grant to the
treasury of the  Company;  and the  issuance and exchange of warrants to acquire
7,400,000  shares of the common  stock of the Company  for the  then-outstanding
warrants to acquire 7,400,000 shares of the common stock of Front Porch.

     This  transaction  is commonly  referred to as a "reverse  acquisition"  in
which 100% of Front  Porch's stock was  effectively  exchanged for a controlling
interest in a publicly-held  "shell" corporation (which concurrently changed its
name to Front Porch Digital,  Inc.).  For financial  accounting  purposes,  this
transaction  was treated as the issuance of stock for the net monetary assets of
the Company,  accompanied by a recapitalization of Front Porch, with no goodwill
or other intangible assets recorded.


Plan of Operation; Developing of Media

     The  Company's  plan of  operation  for the next 12 months is to  establish
itself as a leading  service  provider in the emerging market for the conversion
and formatting of text, images, audio, graphics and video from any format to any
other format, for access via any digital platform including broadband, Internet,
DVD and HDTV.

     As a result  of its  acquisition  of the  Media  Services  operations  from
StorageTek,  the  Company  also  seeks to  capitalize  on its status as the only
provider of onsite, offline information migration services to Fortune Global 500
companies  that need to migrate tape and optical assets from old to new formats.
The  Company  believes  it offers a  unique,  comprehensive  suite of  software,
products  and  services  that  enables the Company to migrate  information  from
`anything'  to  `anything'  at a customer's  site with no adverse  impact to the
customer's business operations.

     The Company  intends to continue  to develop or acquire the  expertise  and
technology  necessary to provide onsite  services that enable clients to migrate
from any media type or data format to any other media type or data format,  with
virtually no impact to production processing. The Company is also developing new
and more  efficient  algorithms  and processes for the  extraction,  conversion,
migration and storage of massive quantities of information.

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<PAGE>


RESULTS OF OPERATIONS

     Prior to the consummation of the Plan, the Company conducted no significant
business  operations.  As a result, the Company believes a comparison of results
of operations for the three- and nine-month  periods ended September 30, 2000 to
the  comparable  periods  of  fiscal  1999  is  not  meaningful.  The  following
information  includes the results of  operations  of Front Porch for all periods
prior to May 2, 2000.

For the Three and Nine Months Ended September 30, 2000

     REVENUES.  Total revenues significantly declined for the three months ended
September  30, 2000 as compared to the second  quarter of 2000.  The decrease in
revenues  resulted from the Company's focus on the completion of the acquisition
of the Media Services operations of StorageTek.

     COST OF  REVENUES.  Cost of  revenues  consists  primarily  of  consumables
directly related to the generation of revenue,  but does not include the cost of
salaries,   facilities  or  equipment.  Total  cost  of  revenues  decreased  by
approximately  99% for the three months ended  September 30, 2000 as compared to
the second  quarter of fiscal  2000.  This  decrease  was due to the decrease in
revenues.  The Company plans to  significantly  increase its  revenue-generating
capacity,   and  therefore   expects  expenses  in  this  category  to  increase
significantly.

     SALES  AND  MARKETING  EXPENSES.   Sales  and  marketing  expenses  consist
primarily of salaries, commissions, travel, trade show expenses, advertising and
the production of marketing  collateral.  Sales and marketing expenses decreased
by  approximately  70% for the three months ended September 30, 2000 as compared
to the second  quarter of fiscal  2000.  The  decrease  was  primarily  due to a
reduction  in travel and the  termination  of a contract  employee.  The Company
plans to significantly  increase its sales and marketing efforts,  and therefore
expects expenses in this category to increase significantly.

     GENERAL  &  ADMINISTRATIVE  AND  CONSULTING.   General  and  administrative
expenses consist primarily of all other salaries, employee benefits,  insurance,
voice  and  data   communications,   equipment  leases,   non-sales  travel  and
entertainment, accounting, legal, shareholder relations and office supplies. All
overhead  expenses  are  currently  reported  under this  category.  General and
administrative  expenses  increased by  approximately  508% for the three months
ended  September 30, 2000 as compared to the second  quarter of fiscal 2000. The
increase was  primarily due to the costs  associated  with  consulting  services
provided by Equity  Pier LLC,  which was offset in part by a decrease of $95,000
in legal and accounting expenses.

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999

     Prior to the  consummation  of the Plan on May 2, 2000,  the Company had no
operations  and  had  nominal  assets  and  liabilities.  As a  result,  for the
nine-month period ended September 30, 1999, the Company incurred nominal general
and administrative expenses totaling $8,306 for shareholder costs, and legal and
accounting fees.

CAPITAL RESOURCES AND LIQUIDITY

     As of September 30, 2000,  the Company's  principal  commitments  consisted
primarily of notes payable totaling  approximately  $800,000,  of which notes in
the aggregate principal amount of $600,000 were subsequently repaid. These notes
bear interest at 9% per annum and are  unsecured.  The principal and interest on
the remaining $200,000 principal amount of notes is payable on demand.

     Since consummation of the Plan, the Company has significantly increased its
operating expenses.  The Company currently  anticipates that it will continue to
experience  significant  growth in its  operating  expenses for the  foreseeable
future  and that  its  operating  expenses  will be a  material  use of its cash
resources.

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<PAGE>


     In October 2000, the Company  completed an offering of 118.032 units,  at a
purchase price of $50,000 per unit, each unit consisting of 25,000 shares of the
Company's  common  stock.   This  private  placement  has  financed  the  recent
operations of the Company. Net cash used in operating activities was $993,951 in
the nine-month period ended September 30, 2000.

     The  Company  believes  it's  existing  cash and cash  equivalents  will be
sufficient  to meet  the  Company's  working  capital  and  capital  expenditure
requirements for at least the next 12 months.


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS - None applicable.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     From May 9, 2000 to October 10,  2000,  the Company  sold to 77  accredited
investors an aggregate of 2,950,800 shares of the Company's  unregistered common
stock at $2.00 per share.  The Company intends to use the net proceeds from this
private  placement  primarily  for sales and  marketing  expenses;  research and
development;  the purchase of equipment;  repayment of bridge loan indebtedness;
and  working  capital and  general  corporate  purposes.  Such  transaction  was
effected pursuant to Rule 506 under the Securities Act of 1933, as amended.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - None.


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


ITEM 5.  OTHER INFORMATION - None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K:

     (a)  Exhibits

          Exhibit Number             Description

10.1      Amended and  Restated  Consulting  Agreement  dated as of November 13,
          2000 between the Company and Equity Pier, LLC.

10.2      Employment  Agreement dated as of October 30, 2000 between the Company
          and Saheed Karim.

10.3      Employment  Agreement dated as of October 30, 2000 between the Company
          and Kenneth Beaudry.

          27                         Financial Data Schedule

     (b)  The Company filed a Current  Report on Form 8-K dated October 10, 2000
providing  information  with  respect to the  acquisition  by the Company of the
Media Services operations of Storage Technology Corporation.

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<PAGE>


                                   SIGNATURES

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

Dated:  November 14, 2000                   FRONT PORCH DIGITAL INC.

                                            By: /s/Jean Reiczyk
                                                ----------------------------
                                                 Jean Reiczyk
                                                 Chief Executive Officer


                                            By: /s/Timothy Petry
                                                ----------------------------
                                                 Timothy Petry
                                                 Chief Financial Officer

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