SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-29672
FORECROSS CORPORATION
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)
TELEPHONE: (415) 543-1515
(Registrant's telephone number, including area code)
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 .
Shares outstanding of the Registrant's common stock:
Class Outstanding at April 30, 2001
Common Stock, no par value 15,053,380
FORECROSS CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at March 31, 2001 (unaudited) and September 30, 2000
Statements of Operations (unaudited) for the three and six months ended
March 31, 2001 and 2000
Statements of Cash Flows (unaudited) for the six months ended
March 31, 2001 and 2000
Statements of Shareholders' Deficit (unaudited) for the six months ended
March 31, 2001 and 2000
Notes to Unaudited Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Recent Sales of Unregistered Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature Page
Exhibit Index
PART I. FINANCIAL INFORMATION
FORECROSS CORPORATION
BALANCE SHEETS
March 31, Sept. 30,
2001 2000
------------ ------------
(Unaudited) (Audited)
ASSETS
Current assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,790 $ 18,833
Accounts receivable, including unbilled receivables of $601,000
and $722,000, net of allowance of $20,000 and $20,000, respectively . 844,982 1,043,260
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . 33,132 28,499
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 880,904 1,090,592
Equipment and furniture, net . . . . . . . . . . . . . . . . . . . . . 219,442 310,639
Notes receivable from others . . . . . . . . . . . . . . . . . . . . . 74,314 72,445
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,546 42,746
------------ ------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,217,206 $ 1,516,422
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 410,913 $ 356,685
Accrued compensation and related benefits . . . . . . . . . . . . . . 993,783 634,903
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . 143,735 122,149
Accrued commissions and distributors' fees . . . . . . . . . . . . . . 97,083 68,375
Payable to factor . . . . . . . . . . . . . . . . . . . . . . . . . . 381,199 501,243
Accrued warranty costs . . . . . . . . . . . . . . . . . . . . . . . . 43,661 33,922
Capital lease obligations due within one year. . . . . . . . . . . . . 4,725 18,094
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,020,976 602,210
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . 3,096,075 2,337,581
Deferred revenue, less current portion . . . . . . . . . . . . . . . . 132,921 415,419
Notes payable to related parties, net . . . . . . . . . . . . . . . . 106,832 101,082
Capital lease obligations, less current portion. . . . . . . . . . . . - 1,610
------------ ------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . 3,335,828 2,855,692
------------ ------------
Commitments and Contingencies
Shareholders' deficit:
Common stock, no par value; authorized 20,000,000 shares; issued and
outstanding 15,053,380. . . . . . . . . . . . . . . . . . . . . . . . 9,677,253 9,677,253
Additional paid in capital . . . . . . . . . . . . . . . . . . . . . . 997,684 983,800
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . . . (12,793,559) (12,000,323)
------------ ------------
Total shareholders' deficit. . . . . . . . . . . . . . . . . . . . . . (2,118,622) (1,339,270)
------------ ------------
Total liabilities and shareholders' deficit. . . . . . . . . . . . . $ 1,217,206 $ 1,516,422
============ =============
2
FORECROSS CORPORATION
STATEMENTS OF OPERATIONS
For the Three Months Ended For the Six Months Ended
March 31, March 31,
--------------------------- --------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Net revenue:
Services and maintenance . . . . . . . . $ 789,942 $ 376,568 $ 1,125,275 $ 1,657,222
Software licenses and distributorship
fees-related parties . . . . . . . . . 136,248 136,248 272,496 272,499
------------ ------------ ------------ ------------
Total net revenue . . . . . . . . . . 926,190 512,816 1,397,771 1,929,721
Cost of services and maintenance
including fees to related parties of
$0, -$23,000, $0, and $18,000 . . . . 373,590 216,266 777,791 768,318
------------ ------------ ------------ ------------
Gross margin . . . . . . . . . . . . . . 552,600 296,550 619,980 1,161,403
------------ ------------ ------------ ------------
Operating expenses:
Sales and marketing including fees to
related parties of $0,-$68,000,
$0, and $55,000 . . . . . . . . . . . 168,403 41,667 325,034 318,392
Research and development . . . . . . . . 221,126 235,775 407,845 434,166
General and administrative . . . . . . . 313,239 931,413 588,700 1,213,882
------------ ------------ ------------ ------------
Total operating expenses . . . . . . . . 702,768 1,208,855 1,321,579 1,966,440
------------ ------------ ------------ ------------
Loss from operations . . . . . . . . . . (150,168) (912,305) (701,599) (805,037)
Interest expense, net. . . . . . . . . . ( 43,590) (117,059) ( 90,037) (258,913)
------------ ------------ ------------ ------------
Loss before provision for income
taxes. . . . . . . . . . . . . . . . . (193,758) (1,029,364) (791,636) (1,063,950)
Provision for income taxes . . . . . . . - - 1,600 -
------------ ------------ ------------ ------------
Net loss . . . . . . . . . . . . . . . $ (193,758) $(1,029,364) $ (793,236) $ (1,063,950)
============ ============ ============ ============
Net loss per share - basic and
diluted . . . . . . . . . . . . . . . $ (0.01) $ (0.08) $ (0.05) $ (0.08)
============ ============ ============ ============
Weighted average shares used in
computing per share data . . . . . . . 15,053,380 13,617,328 15,053,380 13,006,449
============ ============ ============ ============
3
FORECROSS CORPORATION
STATEMENTS OF CASH FLOWS
For the Six Months
Ended March 31,
2001 2000
------------ ------------
(Unaudited) (Unaudited)
Increase (decrease) in cash resulting from:
Cash flows from operating activities:
Net loss . . . . . . . . . . . . . . . . . . . $ (793,236) $(1,063,950)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities-
Provision for uncollectible amounts . . . . . - (25,000)
Non-Cash compensation related to
Private Placement . . . . . . . . . . . . . - 652,000
Non-Cash compensation to consultants and
subsequent adjustments . . . . . . . . . . (7,818) -
Non-Cash compensation to financial
Organization. . . . . . . . . . . . . . . . 31,594 -
Depreciation and amortization. . . . . . . . . 81,305 124,671
Changes in operating assets and liabilities-
Accounts receivable. . . . . . . . . . . . . . 198,278 (93,462)
Other assets and accrued interest on notes
receivable from officers . . . . . . . . . . (6,302) 21,728
Accounts payable and accrued liabilities . . . 385,205 249,092
Deferred Compensation. . . . . . . . . . . . . 93,686 258,728
Deferred Revenue . . . . . . . . . . . . . . . 136,268 (230,682)
------------ ------------
Net cash provided by (used in) operating
activities . . . . . . . . . . . . . . . . . . 118,980 (106,875)
------------ ------------
Cash flows from financing activities:
Proceeds from factoring of accounts receivable 944,910 927,662
Repayment of borrowings under factoring
arrangement . . . . . . . . . . . . . . . . . (1,064,954) (1,390,602)
Repayment of borrowings under notes payable
-officers. . . . . . . . . . . . . . . . . . - (51,269)
Repayment of borrowings under capitalized leases (14,979) (10,480)
Net proceeds from issuance of common shares . - 1,848,374
------------ ------------
Net cash provided by (used in) financing
activities . . . . . . . . . . . . . . . . . (135,023) 1,323,685
------------ ------------
Net increase (decrease) in cash. . . . . . . (16,043) 1,216,810
Cash at beginning of period. . . . . . . . . . 18,833 2,740
------------ ------------
Cash at end of period . . . . . . . . . . . . $ 2,790 $ 1,219,550
============ ============
Supplemental disclosures of cash flow information:
Cash paid during the period for interest . . . $ 95,640 $ 129,901
============ ============
Supplemental disclosures of non-cash investing
and financing activities:
Accrued interest on notes payable to officers
and related parties . . . . . . . . . . . . . $ 5,750 $ 59,333
============ ============
4
FORECROSS CORPORATION
STATEMENTS OF SHAREHOLDERS' DEFICIT
(unaudited)
Common Stock Additional Accumulated
Shares Amount Paid in Capital Deficit Total
----------- ----------- --------------- ------------- ------------
Balances at October 1, 2000. . . . . 15,053,380 $9,677,253 $ 983,800 $(12,000,323) $(1,339,270)
Issuance of Options to Consultants . - - 58,577 - 58,577
Consultant Options Pricing Recapture - - (76,287) - (76,287)
Issuance of Warrants to Financial
Organization. . . . . . . . . . . - - 31,594 - 31,594
Net loss . . . . . . . . . . . . . . - - - (793,236) (793,236)
----------- ----------- ------------- -------------- ------------
Balances at March 31, 2001 . . . . . 15,053,380 $9,677,253 $ 997,684 $ (12,793,559) $(2,118,622)
=========== =========== ============= ============== ============
FORECROSS CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. UNAUDITED INTERIM FINANCIAL STATEMENTS:
The unaudited interim financial statements of Forecross Corporation have been
prepared in conformity with generally accepted accounting principles, consistent
in all material respects with those applied in the Annual Report on Form 10-K
for the year ended September 30, 2000. The interim financial information is
unaudited, but in the opinion of management, includes all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the information set forth therein. The interim financial statements should be
read in connection with the financial statements and notes in the Company's
Annual Report on Form 10-K for the year ended September 30, 2000. The interim
period results are not necessarily indicative of the results for the year ending
September 30, 2001.
2. BASIS OF PRESENTATION AND GOING CONCERN:
Through March 31, 2001, the Company had sustained recurring losses from
operations and, at March 31, 2001, had a shareholders' deficit of $2,119,000
and a net working capital deficiency of $2,215,000. These conditions raise
substantial doubt about the ability of the Company to continue as a going
concern. The opinion of the Company's independent certified public accountants
on the audited financial statements for the year ended September 30, 2000 also
contained an explanatory paragraph regarding this doubt about our ability to
continue as a going concern. During fiscal 2001, the Company expects to meet its
working capital and other cash requirements with cash derived from operations,
short-term receivables and other financing as required, and software license
fees from organizations desiring access to the Company's various product
offerings. The Company's continued existence is dependent upon its ability to
achieve and maintain profitable operations by controlling expenses and obtaining
additional business. Management believes that the return of migration contracts
combined with increased automation of its services for migration projects and
cost reduction actions previously implemented should improve the Company's
profitability in fiscal 2001. However, there can be no assurance that the
Company's efforts to achieve and maintain profitable operations will be
successful. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
3. 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.
RECLASSIFICATIONS:
Certain prior-year amounts have been reclassified to conform to current year
presentation.
5
4. 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. In the following
table, revenues from the Company's Distributors are treated as resulting from
one customer.
CONCENTRATIONS OF ACCOUNTS RECEIVABLE
At March 31, At September 30,
--------------------------- --------------------------
2001 2000 2000 1999
------------ ------------ ------------ ------------
Accounts Receivable
Number of Customers Represented 3 3 2 4
Percentages of Total Accounts
Receivable . . . . . . . . . 64%,18%,12% 41%,25%,16% 75%,22% 30%,18%,16%,13%
CONCENTRATIONS OF REVENUE GENERATION
For the Three Months Ended For the Six Months Ended
March 31, March 31,
--------------------------- --------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenue
Number of Customers Represented 4 4 4 4
Percentages of Total Revenue 49%,16%,15% 28%,26%,23% 42%,20%,14% 26%,17%,15%
and 13% and 15% and 14% and 10%
Revenue by Geographic Area
Canada Percentage of Total Revenue - - - 17%
Europe Percentage of Total Revenue 16% - 14% -
5. GRANTING OF WARRANTS:
In March 2001, the Company signed an agreement modifying its factoring terms to
reduce the interest rate and fees charged. As part of the agreement, the Company
granted to the financial organization 100,000 warrants to purchase shares of
the Company's stock. These warrants have an exercise price of $1.12 per share,
and an expiration date of September 1, 2005. The company recorded $32,000 during
the current period related to these warranta.
6. SUBSEQUENT EVENT:
During May 2001, an existing client signed a contract for an additional
$3,000,000 of migration services, bringing the total value of the project to
$3,500,000.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
------- -------------------------------------------------
The following summary of our material activities for the three and six months
ended March 31, 2001 and 2000 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 Quarterly 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 us or
on our behalf. These risks and uncertainties include concentration of credit,
outstanding indebtedness, dependence on expansion, activities of competitors,
changes in federal or state laws and the administration of such laws, protection
of trademarks and other proprietary rights and the general condition of the
economy and its effect on the securities markets. For a discussion of such
risks and uncertainties see our Annual Report on Form 10-K for the fiscal year
ended September 30, 2000.
6
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000
Total revenue for the three months ended March 31, 2001 was $926,000 as compared
to $513,000 for the same period of 2000, an increase of 81%. Migration
services revenue for the period contributed $660,000 as compared to $273,000
a year ago. Revenue from consulting totaled $125,000 as compared to $77,000 in
2000, and revenue from the amortization of deferred year 2000 distributor
licenses, fees and maintenance remained at $141,000 for both periods. The
current period change over a year ago reflects substantial progress toward
the completion of multiple migration projects. Revenue in the 2000 quarter was
also affected negatively by the slow return of migration service contracts
following the passing of the year 2000 deadline. Project revenue is recognized
on the cost-of-completion method, using estimates of the costs remaining.
Backlog was $1,129,000 at March 31, 2001, as compared to $993,000 at September
30, 2000 and $2,001,000 at March 31, 2000.
Gross margin was $553,000 and $297,000 for the three months ended March 31,
2001 and 2000, respectively. Gross margin percentages were 60% and 58% for these
periods.
Sales and marketing expenses were $168,000 in the three months ended March
31, 2001 as compared to $42,000 in the same period of 2000. Expenses for the
2000 quarter were reduced by $68,000 due to a correction of an over accrual.
Research and development expenses were $221,000 at March 31, 2001 compared to
$236,000 in the corresponding period of 2000.
General and administrative expenses were $313,000 and $931,000, in the three
months ended March 31, 2001 and 2000, respectively. The 2000 period included a
$652,000 non-cash compensation charge for beneficial pricing to employees,
distributors and a director related to the March 2000 stock private placement
and debt conversion.
Net interest expense was $44,000 for the three months ended March 31, 2001 as
compared to $117,000 in the 2000 quarter, reflecting the elimination of debt
to the company's senior officers and to year 2000 distributors as part of the
previously mentioned debt to equity conversion.
The overall net loss for the three months ended March 31, 2001 was $194,000 or
$0.01 per share compared with a loss of $1,029,000 or $0.08 per share for the
three months ended March 31, 2000 (based on the weighted average number of
shares outstanding during the respective periods). The current period change
over a year ago reflects the $652,000 non-cash charge for warrant expense in
2000, and the effects of increased revenues in 2001.
7
SIX MONTHS ENDED MARCH 31, 2001 COMPARED TO SIX MONTHS ENDED MARCH 31, 2000
Total revenue for the six months ended March 31, 2001 was $1,398,000 as compared
to $1,930,000 for the same period of 2000, a decrease of 28%. Migration
services revenue was $908,000 as compared to $383,000 a year ago. There was
no Year 2000 project revenue in the current six months, compared to $1,057,000
for the same period a year ago. Revenue from the amortization of deferred year
2000 distributor licenses, fees and maintenance remained at $282,000 for both
periods. Revenue from development and consulting totaled $200,000 as compared to
$185,000 in 2000.
Gross margin was $620,000 and $1,161,000 for the six months ended March 31, 2001
and 2000, respectively. Gross margin percentages were 44% and 60% for these
periods. The higher gross margin percentage in 2000 was due to the completion
of higher margin Year 2000 renovation contracts in the first fiscal quarter. The
lower gross margin in 2001 was primarily due to unanticipated challenges in
processing non-standard and unique programming in a portion of one of our
client's applications. These problems were substantially resolved during the
second fiscal quarter.
Sales and marketing expenses were $325,000 for the six months ended March 31,
2001 as compared to $318,000 for the same period of 2000.
Year to date research and development expenses were $408,000 as compared to
$434,000 in the prior year.
General and administrative expenses were $589,000 and $1,214,000, for the year
to date periods. The 2000 period included a non-recurring $652,000 non-cash
compensation expense for beneficial pricing to employees, distributors and a
director related to the issuance of common stock and warrants in the March
2000 stock private placement and debt conversion.
Net interest expense was $90,000 for the six months ended March 31, 2001 as
compared to $259,000 in 2000, reflecting the elimination of debt to the
company's senior officers and to year 2000 distributors as part of the March
2000 debt conversion.
The overall net loss for the six months ended March 31, 2001 was $793,000 or
$0.05 per share compared with a loss of $1,064,000 or $0.08 per share for the
six months ended March 31, 2000 (based on the weighted average number of shares
outstanding during the respective periods). The change from a year ago reflects
two items. First is the $652,000 non-cash charge for warrant expense in 2000.
Second is that, in the 2001 period we had unanticipated challenges in processing
non-standard and unique programming in a portion of one of our client's
applications, resulting in a slowing in completion of billable and revenue
generating milestones and lower gross margins.
8
LIQUIDITY AND CAPITAL RESOURCES
Through March 31, 2001, we sustained recurring losses from operations and,
at March 31, 2001, we had a shareholders' deficit of $2,119,000 and a net
working capital deficiency of $2,215,000. In addition, at March 31, 2001, the
Company's cash remains significantly low. These conditions raise substantial
doubts about our ability to continue as a going concern. See Note 2 of Notes
to Financial Statements. The opinion of our independent certified public
accountants on the audited financial statements for the year ended September 30,
2000 also contained an explanatory paragraph regarding this doubt about our
ability to continue as a going concern.
For the six months ended March 31, 2001, operations were funded by a payment
received for future consulting services, by collection of accounts receivable,
by deferral of salaries of senior officers, and by increases in accounts
payable.
In December 2000 we received an advance payment of $300,000 from a client, for
future XML-related consulting services. As of March 31, 2001, $126,000 or 46%
of the advance has been earned and recognized in revenues. We expect the
balance to be earned over the next two quarters.
During May 2001, an existing client signed a contract for an additional
$3,000,000 of migration services, bringing the total value of the project to
$3,500,000. We believe this will improve our cash position.
A factoring agreement with a financial institution allows us to obtain
financing by borrowing against our accounts receivable on a recourse basis. At
March 31, 2001, $381,000 was outstanding under the agreement and at September
30, 2000, $501,000 was outstanding. The agreement, established in October 1995,
may be terminated by either the factor or us at any time.
We are aggressively pursuing new opportunities for migration services, including
developing products and services specifically marketable to businesses currently
using legacy systems but needing to migrate to more web-friendly platforms. We
expect additional revenue in the second quarter of fiscal 2001 from some of the
migration contracts currently under negotiation. We are closely monitoring our
sales pipeline, work in progress, collections and cash requirements to determine
whether the existing sources of financing are adequate to support our operations
or whether additional means of financing, including debt or equity financing,
may be required to satisfy our working capital and other cash requirements.
If we can obtain the anticipated level of new business, and continue the use of
short-term receivables financing, we believe we will have sufficient funds to
meet our needs through the balance of fiscal 2001. Cash from operations and the
other sources described above may not be achieved or may not be sufficient for
our needs. While we have not experienced difficulty in attracting or retaining
qualified personnel in the past, any future problems in this area may have a
material negative effect on our results of operations.
We anticipate that our capital expenditures for fiscal 2001 will be
under $75,000. Cash and cash equivalents on hand at March 31, 2001 were $3,000
as compared to $19,000 at September 30, 2000.
9
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Recent Sales of Unregistered Securities
In March 2001, the Company signed an agreement modifying its
factoring terms to reduce the interest rate and fees charged. As
part of the agreement, the Company granted to the financial
organization 100,000 warrants to purchase shares of the Company's
stock. These warrants have an exercise price of $1.12 per share,
and an expiration date of September 1, 2005. The Company recorded
$32,000 during the current period for seven months of prorated
warrant expense. The grant of warrants was exempt from the
registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 4(2) of such Act.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
(a). Index and Description of Exhibits
Exhibit No. Description
- ----------- --------------------------------------------------------------------------------
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
10
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.
<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.
(b). Reports on Form 8-K
None
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Registrant
FORECROSS CORPORATION
May 21, 2001 BY: /S/ Bernadette C. Castello
---------------------------------
Bernadette C. Castello
Senior Vice President and Chief Financial Officer
12