#### UNITED STATES

#### 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 1934For the quarterly period endedSeptember 30, 1999or[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to _____________Commission File Number:California Software Corporation
(Exact name of registrant as specified in its charter)Nevada
(State or other jurisdiction of incorporation or organization)
88-0408446
(I.R.S. Employer Identification No.)2901 South Pullman Street, Santa Ana, California
(Address of principal executive offices)
92705
(Zip Code)(714)435-0900(Registrant's telephone number, including area code)N/A
(Former name, former address and former fiscal year, if changed since last report)


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 [ ]

### APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

### APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.: 3,270,900



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California Software Corporation

Quarterly Report

Period Ending September 30, 1999

Table of Contents



|                                                                                      | Page
|------------------------------------------------------------------------------------- | ----
|PART I - FINANCIAL INFORMATION                                                        | 1   
|Item 1. Financial Statements                                                          | 1   
|Balance Sheet as at September 30, 1999                                                | 1   
|Statement of Operations for the Three Months and Nine Months Ended September 30, 1999 | 3   
|Statement of Cash Flows for the Three Months and Nine Months Ended September 30, 1999 | 4   
|Notes to Financial Statements                                                         | 5   
|Item 2. Management's Discussion and Analysis of Operation                             | 9   
|PART II - OTHER INFORMATION                                                           | 10  
|SIGNATURES                                                                            | 10  
|INDEX TO EXHIBITS                                                                     | 11  

-i-



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PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

-ii-



---

California Software Corporation

BALANCE SHEET

AS AT

September 30, 1999

September 30, 1999
Predecessor Information
September 30, 1998
June 30, 1999
Predecessor Information
June 30, 1998CURRENT ASSETSCash
488,061
63,145
371,380
30,520Accounts receivable (net of reserves)
3,699,854
857,893
1,919,504
566,108Inventory on consignment
145,217
0
145,217
0Inventory (net of reserves)
107,884
(40,225)
106,883
18,419Other current assets
22,232
21,776
21,132
22,838Deferred taxes
(365)
636
636
636Total current assets
4,462,883
903,225
2,564,752
638,522PROPERTY AND EQUIPMENTConstruction in progress
4,876
6,592
3,721
5,372Furniture, fixtures, and other equipment (net of depreciation)
46,007
54,297
43,057
64,752Leasehold improvements (net of amortization)
12,897
7,501
8,271
8,995Total property & equipment
63,780
68,390
55,049
79,119OTHER ASSETSOrganization Cost-Net of Amortization
306
0
306
0Non-Competition Agreement -Net of Amortization
297,000
0
297,000
0Acquired Tech-Net of Amortization
310,500
0
310,500
0Deferred tax benefits
243,193
0
243,193
0Goodwill
345,953
0
345,953
0Note receivable
0
0
0
965,970total other assets
1,196,952
0
1,196,952
0TOTAL ASSETS
5,723,615
971,615
3,816,754
717,640LIABILITIES & CAPITALCurrent liabilitiesAccounts payable
306,160
233,498
320,947Federal payroll taxes payable
9,310
19,868
9,310Other taxes payable
42,814
11,429
14,395Other current liabilities
16,818
130,329
26,966Employee benefits payable
169,585
64,765
139,521Accrued sales commission
34,617
12,852
(16,912)Deferred income
67,020
67,020
67,020Total current liabilities
646,324
539,762
561,248
0Current portion long-term liabilities
(515)
0
(515)Notes payable
2,250,000
0
2,250,000Other long-term liabilities
(13,422)
455,718
6,950Total long-term liabilities
2,236,063
455,718
2,256,435TOTAL LIABILITIES
2,882,387
995,480
2,817,682
0CAPITALCommon stock
3,271
1,144,445
3,271Additional paid-in capital
32,449
0
32,449Retained earnings-prior
2,805,508
(1,100,790)
963,351Net income
0
(67,520)
0Total capital
2,841,228
(23,865)
999,071
0TOTAL LIABILITIES& CAPITAL
5,723,615
971,615
3,816,754
0


See accompanying notes to financial statements

-1-



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California Software Corporation

STATEMENT OF OPERATIONS

for the Three Months Ended September 30, 1999

September 30, 1999
Predecessor Information
September 30, 1998
Nine months ending September 30, 1999
Predecessor Information
Nine months ending September 30, 1998RevenueNet sales
2,568,713
901,025
4,886,446
2,277,976Cost of goods sold
33,556
75,334
51,143
204,200Gross profit
2,535,157
825,691
4,835,303
2,073,775Costs and expensesSelling, general, and administrative
693,000
1,270,471
1,903,836
2,141,295Amortization of intangible assets
0
0
105,976
0Total costs and expenses
693,000
1,270,471
2,009,812
2,141,295Net ordinary income (loss) before income taxes
1,842,157
(444,780)
2,825,491
(67,520)Provision for income tax
0
0
0
0Net ordinary income
1,842,157
(444,780)
2,825,491
(67,520)Weighted average number of common shares outstanding
3,270,900
1,998,704
3,270,900
1,998,704Net Ordinary Income per Share (Basic)
0.56
-0.22
0.86
-0.03Net Ordinary Income per Share (Diluted)
0.56
-0.22
0.86
-0.03


See accompanying notes to financial statements

-2-



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California Software Corporation

STATEMENT OF CASH FLOWS

for the Three Months Ended September 30, 1999

September 30, 1999
Predecessor Information
September 30, 1998
Nine months ending September 30, 1999
Predecessor Information
Nine months ending September 30, 1998CASH FLOWS FROM OPERATING ACTIVITIESCash received from customers
788,364
1,633,885
2,045,965
2,777,907Cash paid to suppliers and employees
642,580
1,600,041
1,850,817
3,189,749Net Cash Flow provided/used by operating activities
145,784
33,844
195,149
(411,842)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of plant assets
8,731
1,220
14,904
8,271Net Cash Flow used by Investing activities
(8,731)
(1,220)
(14,904)
(8,271)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from financing activities
0
0
0
455,718Payments on long term obligations
20,372
0
49,916
0Net cash flow used by financing activities
(20,372)
0
(49,916)
455,718Cash Balance at the beginning of period
371,380
30,520
357,733
27,540Net increase (decrease) in cash
116,681
32,624
130,328
35,605Cash balance at the end of period
488,061
63,145
488,061
63,145


See accompanying notes to financial statements

-3-



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California Software Corporation

NOTES TO FINANCIAL STATEMENTS

September 30, 1999

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was organized October 28, 1998 (Date of Inception) under the laws of the State of Nevada, as California Software Corporation (the Company).

On October 31, 1998, the Company issued 2,700,000 Shares of its $0.001 par value common stock for $7,175 to the two founding shareholders.  The consideration paid for the common stock represents $2,800 deposited into the Company's  new
bank account and the subsequent cancellation of  a loan owed by the Company.  The canceled loan was  owed to the two founding shareholders for corporate consulting  and incorporation costs paid for by these  shareholders on behalf of the Company  in the
amount of $4,375.

On November 16, 1998, the Company completed a public offering that was exempt from federal regulation pursuant to Regulation D, Rule 504 of  the Securities Act of 1933, as amended. The  Company sold 570,900 shares of Common Stock  as a
price of $.05 per share for a total amount raised of $28,545.

On January 12, 1999,  the Company effectuated the asset purchase of California Software  Products, Inc. (CSPI), a California corporation. The Company completed the acquisition of $1,628,068 worth of assets and $702,742 of liabilities
from California Software Products Inc.- a  California company in a similar line  of business as the Company - in  exchange for a convertible note in the principal sum  of $2,250,000 - convertible into Common Shares of the Company once  the Company is
trading on the OTC-BB or  a similar  market and  based on the  trading price  sixty (60)  days following the  first day  of trading  of the Company's shares on a recognized public exchange with a minimum conversion rate of $1.50 per share.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Accounting policies and procedures have not been determined except as follows:

1. The Company uses the accrual method of accounting.

2. The cost of organization, $360, is being amortized  over a period  of 60 months (October 28, 1998 through  October 27, 2003).

3. Earnings per share is computed using the weighted average number of shares of common stock outstanding.

4. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.

5. The  Company acquired goodwill  in the amount  of $384,393  as a result  of the Asset  Purchase Agreement of  January 12, 1999. Management  of the  Company has chosen  to amortize this  goodwill over a  period of  5 years using  the
straight-line method. Goodwill impairment will be recognized when incurred or acquired.

6.  The convertible  note  associated  with the  Asset  Purchase Agreement  may  effect  future earnings  per  share. It  is undetermined at this time as  to whether there will be a dilutive or anti-dilutive effect  on earnings per
share. This shall be determined when the conversion conditions are met.

7. The fiscal year of the Company ends on December 31st.

8. The statement of cash flows was prepared per SFAS 95.

9. Accounts  receivable and  Inventory are  reported net of  reserves. The  Company reports inventory  using the  cost basis pricing method.  The Company has  Reserve for Returned  Products in the  amount of $1,439,847  and Inventory
Reserve  in the amount of $1,001.

10. The Company reports Research and Development costs as incurred for each period an income statement is issued.

11. The Company reports tax expense and deferrals as incurred for each period an income statement is issued.

12. The  Company is accounting  for the Assets  Purchase Agreement as  a business combination  using the purchase  method of accounting per APB 16.

13. The Company reports its property and equipment at cost.

14. The Company uses the accrual basis of accounting  for revenue recognition, recording revenues when an exchange has taken place.

15. Other identifiable assets from the Asset Purchase  Agreement include a non-competition agreement at $330,000. This asset will be depreciated  on the straight-line basis over  a period of 60 months  from January 13, 1999 to January
12, 2004, the period of the non-compete agreement. Acquired technology  includes the computer hardware components and software. This asset has been valued at $345,000  and will be depreciated over the 60 months, the estimated  useful life of the
technology. These values were  determined by management.  Deferred tax benefits  were determined at the  statutory rate. Current  deferred tax benefits recorded are $22,088. Non-current deferred tax benefits recorded are $243,193.

16. The Company  has commenced operations and will not be  considered a Development Stage Company for  the fiscal year ended December 31, 1999. The Company was a Development  Stage Company in prior periods. Comparative financial
statements for prior years will be presented in the fiscal year reports.

NOTE 3 - GOING CONCERN

The Company's  financial statements are prepared  using the generally accepted  accounting principles applicable  to a going concern, which contemplates the realization of assets and liquidation  of liabilities in the normal course
of business. As a result of the  Asset Purchase Agreement of  January 12, 1999, the Company  has continuing contracts which  provide a revenue stream. Based  on current  activity levels for  operations, the Company  estimates its  operating funds
requirement  for the twelve months ending June 30, 2000 to be $2,259,500.00.  Sources for these funds will be operations. Based on current levels for operations, funds provided by operations for the twelve months ending June 30, 2000 are estimated to be
$3,055,120.00

NOTE 4 - RELATED PARTY TRANSACTION

The officers and directors of the Company are involved  in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons  may
face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common stock.

There is convertible  debt of $2,250,000 which may  be converted after the stock  of the Company trades for sixty  days on a recognized public  exchange with a minimum  conversion rate of $1.50  per share. There are  no shares of  stock
reserved for payment of the note. The note  may only be exchanged for common stock of the Company and  the convertible debt is secured by the assets purchased from California Software Products, Inc.

NOTE 6 - LONG TERM OBLIGATIONS

The Company has long term separation agreements.



|                       | Total Debt as at 12/31/97 | Monthly Payment | As at 12/31/97 | As at 12/31/98 | As at 6/30/99 | As at 12/31/99 | As at 12/31/00
|---------------------- | ------------------------- | --------------- | -------------- | -------------- | ------------- | -------------- | --------------
|Robert Way Termination | $2,337                    | $194.75         | $2,142.25      | $194.75        | $0            | $0             | $0            
|Liz Richell            | $58,237.05                | $3,054.86       | $36,853.03     | $21,384.02     | $3,054.86     | $0             | $0            
|Peter Warkenton        | $45,961.95                | $2,337.06       | $28,044.72     | $17,917.23     | $3,894.87     | $0             | $0            
|Total                  | $106,536                  | $5,586.67       | $106,536       | $39,496        | $6,949.73     | $0             | $0            

The Company assumed a three-year lease agreement with Rayson,  Inc. ending September 30, 2000. The monthly rent is $7,228.20 from May  15, 1998 to September  30, 1999 and  will increase to $7,572.40  for the period  October 1, 1999 to  September 30,
2000. The total office rent for the period January 1, 1999 to March 31, 1999 was $21,684.00.



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Item 2. Management's Discussion and Analysis of Operation

A. The Company's Predecessor, California Software Products, Inc.

California Software  Products, Inc. (CSPI)  was founded in 1975  and incorporated in  California for the purpose  of writing programs for mainframe manufacturers. In 1980, the company was approached  by the PC Division of IBM to write a
program that would compile  System/32 software to run  on a personal computer.  Development continued throughout the  eighties adding new features and updating current programs as IBM introduced newer  computer systems. When the PC Division was disbanded
and the AS/400 Division chose not to continue the relationship, CSPI continued to improve these products on its own. The company had excellent  technical resources,  but management  did not  understand the  marketplace and  thus began  a gradual  decline
in revenues and  profits. In late  1996 a new management  team headed by  Bruce Acacio and  Carol Conway took over  the company bringing their extensive knowledge of turnaround strategies and marketing.  The first order of business for the new team was to
restructure the company through immediate cost-cutting measures to make it profitable. Due to an unresolved conflict with a major creditor,  the team filed for Chapter  11 protection under Federal Bankruptcy  law in January of 1997.  The Plan put forward
by management was  approved in October of 1997 and California Software Products,  Inc. finished 1997 profitably, its first profitable year since 1988. 1998 revenues have grown by nearly 60% over 1997 and gross profits are higher.

Compensation as  paid by California Software Products,  Inc. (CSPI) for Bruce  Acacio and Carol Conway  increased during the period from January  1997 through January 1999.  These increases were substantially due  to a determination by
the board of directors that the additional efforts of both individuals in facilitating the asset purchase and restructuring of operations as well as the additional  work efforts required of each, warranted a commensurate increase  in wages. In January
1997 Bruce Acacio and  Carol Conway were each  compensated at an annual  rate of $100,000. This  increased to $120,000  in October 1997 pursuant to the Chapter  11 reorganization plan. In January 1999 remuneration levels increased  to $180,000 for Bruce
Acacio and $150,000 for  Carol Conway. On January 15, 1999  California Software Corporation (CSC) replaced CSPI  as the employer of record and began compensating both employees.

B. Management's Plan of Operation

In its initial approximately eleven-month operating period ended September 30, 1999, the Company generated net income of $2,805,508 for sales of products  and services.  On October 31, 1998, founding shareholders purchased  2,700,000
shares of the Company's authorized  treasury stock  for  cash.  An  original stock  offering  was made  pursuant to Nevada  Revised Statues  Chapter 90.490.  Additionally,  on December  7,  1998,  the  Company completed  an  offering  of fi
ve-hundred-seventy  thousand  and nine-hundred  (570,900)  shares  of  the  Common  Stock  of  the  Company  to  approximately  forty-five  (45)  unaffiliated shareholders. This offering was made  in reliance upon an exemption from the registration
provisions  of Section 4(2) of the Securities Act  of 1993, as  amended, pursuant to  Regulation D, Rule  504 of the Act.  As of the  date of this  filing, the Company has three million two-hundred-seventy thousand nine-hundred (3,270,900) shares of its
$0.001 par value common voting stock issued  and outstanding  which are held  by approximately  forty-seven (47) shareholders  of record.  Management fully anticipates that the proceeds from  the sale of all of the Common Shares sold in  this offering
delineated above in addition to the  cash flow and earnings  from current operations will  be sufficient to provide  the Company's capital  needs for the foreseeable future.

In  addition, management believes  the need  for additional  capital going  forward will  be met  from ongoing  revenues and earnings generated  from the  assets and contracts  the Company purchased  via an  Asset Purchase Agreement
with California Software Products, Inc. -  a California Company in a similar line  of business as the Company as much as  from cash flow and earnings from  present and future  operations. On January  12, 1999, the Company  completed an acquisition  of
approximately $1,628,068 worth of assets and  $702,742 of liabilities from California Software Products, Inc. -  a California company - in exchange for a convertible note  in the principal sum of $2,250,000, convertible into Common  Shares of the Company
once the Company is trading on the OTC-BB(R) or a similar market and based upon the Company's trading price sixty (60) days following the first day of trading  of the Company's Shares on a recognized public exchange with a  minimum exchange rate of $1.50
per share. Assuming  the Company  makes no  further acquisitions  of assets or  capital stock  of similar  companies, management believes the Company will not need to raise additional equity funds to meet its cash requirements.

The Company's continued revenue generation is primarily  dependent upon the Company's ability to effectively and efficiently provide software and programming products and services to businesses. The Company designates as its priorities
for the first twelve months of operations as developing and emphasizing its platform-migration software products to establish its business in the software and technology market. The Company's primary interest is the design of PC based software solutions
to enable users to preserve their investment in existing legacy applications, reduce hardware and operating costs, and, in most cases, significantly improve system  response times. The Company currently  supports its products with a team  of technical
experts that can  assist clients in a  smooth migration to  the PC environment. Management  believes its technical support  team and implementation  consultants are  well equipped  to support  IBM midrange,  PC, connectivity  hardware, and  operating
system environments.

Realization of  significant sales  of the  Company's products and  services throughout  the rest of  the fiscal  year ending December 31, 1999 is vital  to its plan of operations. To this end, management  is currently emphasizing
distribution of its platform-migration software through a direct sales force, as  well as through independent distributors. The Company may also seek  to  enter  into  strategic  relationships  with  major  hardware system  vendors  as  well  as
international  systems integrators.  The Company believes  that a  multi-channel distribution  strategy will  enable it  to effectively  market its products and services to a wide range of potential customers.

The Company  anticipates that the long-term  success of its product  offering will require further  product development. The Company expects to continually  evaluate its products to determine what additional  products or enhancements
the marketplace requires. The Company  plans to develop and enhance its products  internally to meet clients' needs, but  if the Company can purchase or license  proven products at reasonable costs  it will do so in  order to avoid the time and  expense
involved in developing products.

The Company has  incurred $23,200 in research and development  costs from October 28, 1998 (date  of inception) through September 30, 1999.  Based on expenditures to September 30,  1999, the Company estimates its fiscal year and
calendar year December 31, 1999, Research and Development expenses to  be $100,000.  The cost of such activities is not expected to be borne by the Company's customers.

The Company currently does not expect to purchase or sell any of its facilities or equipment.

Management does not anticipate any significant changes in the number of employees.

C.	Segment Data

In the quarter ending September 30, 1999, sales revenue has been generated by the Company. A table showing percentage breakdown of revenue by business segment or product line is included.

|                      | Segment Revenue | Percent of Total
|--------------------- | --------------- | ----------------
|Software Sales        | $1,469,316      | 98.36%          
|Maintenance Income    | 11,900          | 0.80%           
|Shipping and Handling | 12,580          | 0.84%           
|Total                 | $1,493,796      | 100%            



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PART II - OTHER INFORMATION

Item 6. Exhibits

See INDEX TO EXHIBITS.



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Signatures

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

California Software Corporation

(Registrant)

Date: Monday, November 15, 1999

By:/s/Bruce Acacio

Bruce Acacio, Chairman of the Board, President and Chief Executive Officer

By:/s/Carol Conway

Carol Conway, Director, Vice President, CFO, Secretary/Treasurer



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PART III - INDEX TO EXHIBITS



|Exhibit Number | Name and/or Identification of Exhibit                                                                                                                                                                                                                     
|-------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.             | Underwriting Agreement                                                                                                                                                                                                                                    
|               | Not applicable                                                                                                                                                                                                                                            
|2.             | Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession                                                                                                                                                                              
|               | (a) Asset Purchase Agreement with California Software Products, Inc. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously
filed with the Commission.
|               | (b) Amendment to Asset Purchase Agreement. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission.                          
|               | (c) Note. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the Commission.                                                           
|3.             | Articles of Incorporation & By-Laws                                                                                                                                                                                                                       
|               | (a) Articles of Incorporation of the Company filed October 28, 1998. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously
filed with the Commission.
|               | (b) By-Laws of the Company adopted October 31, 1998. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with the
Commission.                
|4.             | Instruments Defining the Rights of Security Holders                                                                                                                                                                                                       
|               | No instruments other than those included in Exhibit 3                                                                                                                                                                                                     
|5.             | Opinion on Legality                                                                                                                                                                                                                                       
|               | Not applicable                                                                                                                                                                                                                                            
|6.             | No Exhibit Required                                                                                                                                                                                                                                       
|               | Not applicable                                                                                                                                                                                                                                            
|7.             | Opinion on Liquidation Preference                                                                                                                                                                                                                         
|               | Not applicable                                                                                                                                                                                                                                            
|8.             | Opinion on Tax Matters                                                                                                                                                                                                                                    
|               | Not applicable                                                                                                                                                                                                                                            
|9.             | Voting Trust Agreement and Amendments                                                                                                                                                                                                                     
|               | Not applicable                                                                                                                                                                                                                                            
|10.            | Material Contracts                                                                                                                                                                                                                                        
|               | (a) Assumption of Premise Lease dated September 25, 1997. Incorporated by reference to the exhibits to the Company's General Form For Registration Of Securities Of Small Business Issuers on Form 10-SB, previously filed with
the Commission.           
|11.            | Statement Re Computation of Per Share Earnings                                                                                                                                                                                                            
|               | Not applicable - Computation of per share earnings can be clearly determined from the Statement of Operations in the Company's financial statements                                                                                                       
|12.            | No Exhibit Required                                                                                                                                                                                                                                       
|               | Not applicable                                                                                                                                                                                                                                            
|13.            | Annual or Quarterly Reports - Form 10-Q                                                                                                                                                                                                                   
|               | Not applicable                                                                                                                                                                                                                                            
|14.            | Material Foreign Patents                                                                                                                                                                                                                                  
|               | None. Not applicable                                                                                                                                                                                                                                      
|15.            | Letter on Unaudited Interim Financial Information                                                                                                                                                                                                         
|               | Not applicable                                                                                                                                                                                                                                            
|16.            | Letter on Change in Certifying Accountant                                                                                                                                                                                                                 
|               | Not applicable                                                                                                                                                                                                                                            
|17.            | Letter on Director Resignation                                                                                                                                                                                                                            
|               | Not applicable                                                                                                                                                                                                                                            
|18.            | Letter on Change in Accounting Principles                                                                                                                                                                                                                 
|               | Not applicable                                                                                                                                                                                                                                            
|19.            | Reports Furnished to Security Holders                                                                                                                                                                                                                     
|               | Not applicable                                                                                                                                                                                                                                            
|20.            | Other Documents or Statements to Security Holders                                                                                                                                                                                                         
|               | None - Not applicable                                                                                                                                                                                                                                     
|21.            | Subsidiaries of Small Business Issuer                                                                                                                                                                                                                     
|               | None - Not applicable                                                                                                                                                                                                                                     
|22.            | Published Report Regarding Matters Submitted to Vote of Security Holders                                                                                                                                                                                  
|               | Not applicable                                                                                                                                                                                                                                            
|23.            | Consent of Experts and Counsel                                                                                                                                                                                                                            
|               | Not applicable                                                                                                                                                                                                                                            
|24.            | Power of Attorney                                                                                                                                                                                                                                         
|               | Not applicable                                                                                                                                                                                                                                            
|25.            | Statement of Eligibility of Trustee                                                                                                                                                                                                                       
|               | Not applicable                                                                                                                                                                                                                                            
|26.            | Invitations for Competitive Bids                                                                                                                                                                                                                          
|               | Not applicable                                                                                                                                                                                                                                            
|27.            | Financial Data Schedule                                                                                                                                                                                                                                   
|               | Financial Data Schedule of California Software Corporation ending September 30, 1999                                                                                                                                                                      
|28.            | Information from Reports Furnished to State Insurance Regulatory Authorities                                                                                                                                                                              
|               | Not applicable                                                                                                                                                                                                                                            
|29.            | Additional Exhibits                                                                                                                                                                                                                                       
|               | Not applicable