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

                                   FORM 10-KSB

[ X ]  ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934
               For  the  fiscal  year  ended  December  31,  1999

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SSECURITIES EXCHANGE
ACT  OF  1934
               For  the  transition  period  from               to
                                                  -------------    -------------

               Commission  file  number  000-28059


                            HEALTHCARE SOFTWARE, INC.
                            -------------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

Nevada                                       88-0429414
------                                       ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

611 Mulberry Rd., Celebration, FL            34747
---------------------------------            -----
(Address of principal executive offices)     (Zip Code)

Issuer's telephone number (877)603-4382

         Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
NONE

         Securities registered under Section 12(g) of the Exchange Act:

                               Title of each class
                               -------------------
                         Common Stock, $.0001 par value

Check  whether  the issuer (a) 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 of the past 90 days.            [ X ] Yes
[   ] No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  for  10-KSB  [   ]

State  issuer's  revenues  for  its  most  recent  fiscal  year.
     NONE

     The Company's stock is not, and has not, been traded or quoted.  Therefore,
there  is  no  way  to  ascertain  a  market  value  for  the  stock.

     The  number  of  shares outstanding as of December 31, 1999 was 20,000,000.


<PAGE>
DOCUMENTS  INCORPORATED  BY  REFERENCE
     NONE

The  following  discussion  contains,  in  addition  to  historical information,
forward-looking  statements  that involve risks and uncertainties. The Company's
actual  results  could  differ  significantly  from the results discussed in the
forward-looking  statements.  Factors  that  could  cause  or contribute to such
differences  include,  but are not limited to, those discussed below and in Item
7,  "Management's  Discussion  and  Analysis  of  Financial  Condition."

                                     PART I
Item  I  DESCRIPTION  OF  BUSINESS

A.    BUSINESS  DEVELOPMENT  AND  SUMMARY

Healthcare  Software,  Inc.,  hereinafter  referred  to  as  "The  Company"  or
Healthcare  Software,  was  organized by the filing of articles of incorporation
with  the  Secretary  of  State  of  the  State of Nevada on June 17, 1999.  The
articles  of  the  Company  authorized  the  issuance  of  one  hundred  million
(100,000,000)  shares  of  Common  Stock  at  a  par value of $0.0001 per share.

The  Company  is  a  developmental  stage  company  with  the principal business
objective  to  provide  software  for  the  healthcare  industry,  specifically
hospitals.  The  Company  intends to develop software for the hospital industry,
targeting  the  lower  tier 40% of hospitals, which, up to this point, could not
afford  quality software, according to management.  The Company plans to deliver
its  software  to the hospitals via the Internet, and store hospital information
on  the  Company's  storage  equipment,  thereby  saving hospital's thousands of
dollars  in  computer  storage  equipment,  initial  software purchases, ongoing
training  expenditures,  and  expensive  personnel  to  maintain and control the
software  and  equipment.

This  is  the  newest in the continued development of the Internet, according to
management.  That  is,  providing  software via the Internet.  Becoming an "ASP"
(Applications Service Provider) is the untapped frontier and natural progression
for  software  developers,  management  contends.  With software provided on the
Web,  hospitals  will  be able to update their software products once a month or
once  a  week  instead of once every year and a half.  Clients will be charged a
fee  to  access  the  programs,  based  upon  usage.

No  specific  hospitals  have signed a contract with the Company as yet, and the
Company  anticipates  6  to  9 months until the research phase is completed, and
software  is  identified and developed in order to begin phase II, when calls to
hospitals  will  be  made  and  revenues  will  be  expected.

The  Company  intends  to focus on achieving and maintaining profitability, also
ensuring  tight financial and systems control by 1) being fully prepared for the
possible  onslaught  of "hits" to its website, while still providing top quality
customer  service,  2)  focusing  on  quality,  not  quantity,  of new staff, 3)
instituting financial/accounting software systems to enable tight cash flow, and
minimizing  long-term  contractual  arrangements  with  suppliers.

B.     PRINCIPAL  PRODUCTS  AND  SERVICES  AND  PRINCIPAL  MARKETS

OVERVIEW

Healthcare  Software has the principal objective to become a leading ASP for the
hospital  industry.  It  is  planned  that  hospitals  will  be able to download
software  via  the  Internet  for  use in one or all of its departments, use the
software, use the storage capabilities of the Company, and only pay for the time
the  hospital  uses  the  software  on  a  monthly fee.  Currently, this type of
software  used  by  hospitals is sold outright for tens of thousands of dollars,
requiring  additional thousands of dollars for equipment, training and upgrades.


<PAGE>
STRATEGY

The Company plans to have a special focus on the lower tier 40% of hospitals who
could  not  afford  quality  software  for  their  many  departments,  including
Emergency Room, Radiology, Admissions, Surgery, Laboratory, etc.  Because of the
intended  cost  savings  of  accessing  the  software  via  the  Internet, these
hospitals  may be able to afford multiple-faceted, compatible software in all of
its  departments.  The  hierarchy of the hospital system is set up such that the
hospital  administrator  must  make the decisions regarding tens of thousands of
dollars  of expenditures.  However, the Company plans to offer its products on a
lower  monthly  fee  basis, allowing certain department heads to make the buying
decisions,  according  to  management.  The  Company believes this will make the
usage  and  sale  of  the  Company's  product  that  much  easier  and  faster.

C.     DISTRIBUTION  METHODS  OF  THE  PRODUCTS  OR  SERVICES

     a)   Distribution:

                    The  Company  plans  to  distribute  its  software  products
through  the  Internet.  In doing so, the Company plans to have a secure website
for  hospital  employees  to  access  the software and information.  The Company
believes  the  website  will  also  provide an audience for other revenue-making
projects,  such  as  banners,  affiliate  sales  and  related  products.

     b)   Advertising  and  Promotion

               The  Company  plans  to  market its products directly to hospital
department  heads  through direct sales personnel.  Appropriate sales literature
is  planned  and  being  developed, as well as video presentations.  The Company
believes  its  marketing plan of offering a free month trial of its software via
the  Internet  will  allow  hospitals  the  opportunity  to test its product and
discover  its  ease  of  operation.

     c)   Customer  Service

               The  Company  recognizes the need for an effective and responsive
customer  service  base.  Using its planned website, the Company is developing a
customer  service  strategy  to  include  a  help  section  on  the Internet for
immediate  response  to  its  customers, as wells as chat rooms for users of its
products  on  a  24-hour  basis.

D.  GOVERNMENTAL  APPROVAL,  REGULATION  AND  ENVIRONMENTAL  COMPLIANCE

Other than general business licensing requirements, management is unaware of any
governmental  approval  necessary  for the Company's operations in the marketing
industry.  In  addition,  management  is  unaware  of  existing  or  probably
governmental  regulations  on  the marketing industry. Management anticipates no
material  costs  associated  with compliance with either federal, state or local
environmental  law.

There are no current federal, state or local laws, statutes, or rules regulating
the  Internet  at  this  time  that  would  affect the Company.  However, if new
enactments  were  to become effective, depending on the scope and extent of such
laws/regulations,  the  Company  could  be directly affected either adversely or
beneficially.

E.  EMPLOYEES

As  of  the  current  date,  the  Company  has no paid employees. The Company is
dependent  on  Tom  Cochran,  President. Mr. Cochran does not plan to spend full
time  efforts  on  the  research and development of products, plans, and clients
during  the  first six months of operation. Once these plans are formulated, the
Company  will  need  to  hire  full  time  operational  staff  as its operations
commence.  Mr.  Cochran  is  fully  prepared to devote full time efforts at that
time,  but  there  can  be  no  assurance that other full time employment of Mr.
Cochran  would  not  offer  a  better  salary and package to Mr. Cochran and Mr.
Cochran  could abandon the Company. The Company's future success also depends on
its  ability  to  attract  and  retain  other  qualified  personnel,  for  which


<PAGE>
competition  is  intense.  The loss of Mr. Cochran or the Company's inability to
attract  and retain other qualified employees could have material adverse affect
on  the  Company.

F.  COMPETITION

The  Company  competes  with  numerous  other  software companies. Many of these
competitors  have  substantially greater resources than Healthcare Software. The
Company has identified a niche in the market as it relates to hospital software,
offering  its  product  and  updates  over  the  Internet.

G.  DEVELOPING  AND  CHANGING  MARKET

The market conditions for selling software is continually evolving and changing.
The  Company  believes  the  current conditions will continue favorably for this
type  of venture. There can be no assurance that the Company's assessment of the
situation  is  correct, nor that the products it selects will be accepted by the
clients.

ITEM  2.  DESCRIPTION  OF  PROPERTY

The  Company  currently  pays no rent for its executive offices. Office space is
currently  being  used  at  the  home of Tom Cochran. This office arrangement is
considered  adequate  for  current  and  short-term  operations  of the Company.

ITEM  3.  LEGAL  PROCEEDINGS.

The  Company is not presently a party to any litigation, nor to the knowledge of
management  is  any  litigation  threatened  against  the  Company,  which would
materially  affect  the  Company.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

Not  applicable

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

The Company's shares of Common Stock are not registered with the U.S. Securities
and  Exchange  Commission  under  the  Securities  Act  of  1933,  as  amended
(hereinafter  referred  to  as the "Act"), and certain shares issued pursuant to
Regulation  D-504,  are  "restricted  securities."

Since  its  inception  June 17, 1999, the Company has not paid cash dividends on
its  Common  Stock.  It  is  the  present  policy of the Company not to pay cash
dividends  and  to  retain  future earnings to support the Company's growth. Any
payments  of  cash  dividends  in the future will be dependent upon, among other
things, the amount of fund available therefor, the Company's earnings, financial
condition,  capital requirements, and other factors which the Board of Directors
deem  relevant.

As  of  December  31,  1999,  there  were  29  Common  Shareholders  of  record.

The transfer agent for the common stock is Florida Atlantic Stock Transfer, 7130
Nob  Hill  Road,  Tamarac,  Florida  33321.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

The following discussion should be read in conjunction with, and is qualified in
its  entirety  by  the  Financial  Statements  section  included  below.


<PAGE>
With  the  exception  of  historical  matters,  the matters discussed herein are
forward looking statements that involve risks and uncertainties. Forward looking
statements  include,  but  are not limited to, statements concerning anticipated
trends in revenues and net income, the date of introduction or completion of the
Company's  products,  projections concerning operations and available cash flow.
The  Company's actual results could differ materially from the results discussed
in  such  forward  looking statements. The following discussion of the Company's
financial condition and results of operations should be read in conjunction with
the  Company's  financial  statements  and  the  related notes thereto appearing
elsewhere  herein.

A.  OVERVIEW

     (1)  The  Company,  since  raising its initial capital, has concentrated on
researching  and  developing  software  products for the hospital industry.  The
Company is formulating its plans for introduction of its planned products on the
Internet,  as well as its marketing strategies.  The Company has also identified
potential  employees for the development of its products, and continued service.

     During  the  initial  phase  of  researching  and  developing,  the Company
anticipates  the  need  for  additional  capital  for  equipment, personnel, and
offices.  Its  current  office  at  the home of its President, 611 Mulberry Rd.,
Celebration,  FL  34747, is being used free of charge and should be adequate for
the  next  few  months,  as  research  and  plans  are  formulated.

     On  July  24,  1999,  the  Company  completed  an  offering  of  20,000,000
shares  of  the  Common  Stock  of  the Company to approximately 28 unaffiliated
shareholders.  This  offering  was  made  in reliance upon an exemption from the
registration  provisions  of  Section  4(2)  of  the Securities Act of 1933 (the
"Act"),  as  amended,  pursuant to Regulation D, Rule 504 of the Act.  As of the
date  of  this  filing,  the  Company has approximately 20,000,000 shares of its
$0.0001  par  value common voting stock issued and outstanding which are held by
29  shareholders of record.  Management fully anticipates that the proceeds from
the  sale  will be sufficient to provide for the Company's capital needs for the
next  approximately  six (6) to twelve (12) months, during its research stage of
development.

     In  addition,  management  of the Company believes the needs for additional
capital  going  forward  will  be  derived  somewhat  from internal revenues and
earnings generated from the sale of its products and services. If the Company is
unable  to  begin to generate revenues from its anticipated products, management
believes  the  Company  will  need  to  raise  additional funds to meet its cash
requirements.

     The  Company believes that its initial revenues will be primarily dependent
upon  the  number  of hospitals it can attract, the quality of its software, the
professionalism  of  its  customer  service  plan, and the profit margins on the
products  it  offers. Realization of significant sales of the Company's products
and  services  during  the next fiscal year ending December 31, 2000 is vital to
its  plan of operations. To that end, realization of developing quality hospital
software and selling its products to the target market is paramount to its plan.

(2)     No  engineering,  management  or  similar  report  has  been prepared or
provided  for  external  use  by the Company in connection with the offer of its
securities  to  the  public.

(3)     Management believes that the Company's future growth and success will be
largely  dependent  on  its  ability  to  obtain clients to use its products, to
attract  a  stable  sales  force,  to  develop  quality  software, to market and
advertise  effectively  and  efficiently, and its choice of profitable products.

        The  Company  has  yet  to incur any research and development costs from
July  15,  1999,  to  present,  and  the  Company  does  not expect to incur any
significant  research  amid  development  expenses  during  the next fiscal year
ending December 31,  2000.

(4)     The  Company  expects to purchase regular office equipment, i.e., desks,
calculators,  computers  within the next 12 months.  The Company also intends to
purchase/lease  adequate  computer  equipment  for  storage  and  information
dissemination  via the Internet for its products and services.  The Company does
not  have  any  facilities  or  equipment  to  sell  at  this  time.


<PAGE>
(5)     Management  anticipates  that it will hire and add 5 full time employees
over the next twelve (12) months, as well as a sales force which will be paid on
a  commission-only  basis.  Employees  will  not  be  added  during Phase I, the
research  period.  Employees  will  be  added  as  revenues  permit.

(6)     From  inception in June, 1999 through present, the Company has devoted a
majority  of its time on research and development. During this time, the Company
incurred  start  up  costs  of  $80,000  which  has  been  paid  by Tom Cochran,
individually.  This  cost  included all start up costs of attorney, filing fees,
and  accountants,  as  well  as  advisory and consulting services.  This $80,000
start  up  costs is borne solely by Tom Cochran, and is part of his contribution
to  the  Company,  for  which  he has received 18,000,000 shares in the Company,
constituting  a  90%  controlling  position.

B.   SEGMENT  DATA

There  were  no  revenues  from sales since its inception June 17, 1999. Because
there  was  no  revenue,  no  table  showing  percentage breakdown of revenue by
business  segment  or  products/service  line  is  included.

C.   RESULTS  OF  OPERATIONS

There  were  no  revenues  from  sales  up to the date of this filing. Since its
inception,  June  17, 1999, the Company has formed the Company's organization to
pursue  its  business  strategy.

a)  Pre-Operating  Expenses.  Pre-Operating  expenses were not necessary, as all
costs for the Company's legal organization, legal expenses. and financial audits
are  included  in  the  start  of  costs of $80,000, already paid in full by Tom
Cochran,  individually.

b)  Revenues.  The  Company is a development state enterprise as defined in SFAS
#7,  and has yet to generate any revenues. The Company is devoting substantially
all  of  its  present  efforts to: (1) develop materials and products to attract
hospitals,  (2) develop plans of operations (sales strategies, customer service,
e-commerce),  and  (3)  obtain  sufficient  capital to commence full operations.

Impact  of  Year  2000  Issue

The  Company  has  not experienced any adverse effect of Year 2000 issues on its
systems  or  operations, or the systems or operations of its customers and trade
suppliers.

D.   LIQUIDITY  AND  CAPITAL  RESOURCES

As of the date of this filing, the Company has $66 on hand or in the bank. Until
such time as the Company sets forth and implements its business plan, there will
he  no  need  for additional capital, since Tom Cochran is contributing his time
and  expenses  at  no  cost  during  that  time. Although the complete strategic
business plan has not yet been fully researched and put together, management, at
present,  foresees  the  possibility  of  the  need  to  raise about $500,000 in
additional  capital  to  fully  enter  the  revenue  stage  of  its  plan.

The receipt of funds from Private Placement Offerings and loans obtained through
private  sources  by  the  Company  are  a possibility to fund the Company until
revenues  can  be  achieved.  Since inception, the Company has financed its cash
flow requirements though issuance of common stock and through contributions from
Tom  Cochran.  As  the  Company  expands  its  activities,  it  may  continue to
experience  net  negative  cash  flows from operations, pending receipt of sales
revenues.  Additionally  the  Company  may  be  required  to  obtain  additional
financing to fund operations through Common Stock offerings and bank borrowings,
to  the  extent  available,  or  to  obtain  additional  financing to the extent
necessary  to  augment  its  working  capital.


<PAGE>
Over  the  next  twelve  months, the Company intends to initiate its revenues by
contracting with hospitals in the Untied States for use of its software products
via  the  Internet.  However,  the  Company  will  continue  the  research  and
development  of  clients/products  and in-depth plans. The Company believes that
existing  capital  and  anticipated  funds from operations will be sufficient to
sustain  operations  and  planned  expansion  in  the  next three (3) to six (6)
months.  However,  the  need  for  additional  capital  after  that  time may be
necessary.  Consequently,  the Company may seek additional financing in order to
sustain  operations.  There  can  be  no assurance such additional funds will be
available  or  that,  if  available,  such  additional  funds  will  be on terms
acceptable  to  the  Company.  In either case, the financing could have negative
impact  on  the  financial  conditions  of  the  Company  and  its Shareholders.

The  Company  anticipates that it will incur operating losses in the next twelve
months.  The  Company's  lack  of  operating history makes predictions of future
operating  results  difficult  to  ascertain.  The  Company's  prospects must be
considered  in  light  of  the  risks,  expenses  and  difficulties  frequently
encountered  by  companies  in  their  early  stage of development, particularly
companies  in  new  and  rapidly  evolving  markets.  Such risks for the Company
include,  but  are  not limited to, an evolving and unpredictable business model
and  the  management  of growth. To address these risks, the Company must, among
other  things,  obtain  a  customer base, implement and successfully execute its
business  and  marketing  strategy,  continue  to develop its software products,
provide superior customer services and order fulfillment, respond to competitive
developments, and attract, retain and motivate qualified personnel. There can be
no  assurance  that the Company will be successful in addressing such risks, and
the  failure  to  do  so  can  have  a  material adverse effect on the Company's
business  prospects,  financial  condition  and  results  of  operations.

Initial financing is only to provide funds to prove the business be necessary to
provide software to the hospital industry via the Internet. The Company hopes to
enter  into  additional  funding  arrangements  through  strategic partnerships,
merger,  equity  offering  or debt offering. Nothing has been secured as of this
time.

E.   RISKS  ASSOCIATED  WITH  OPERATIONS

The  Company's long-term success is partially predicated on the marketability of
its  hospital  software  products  and  the  strength  of  its  sales  force.

Its  principal  competition  consists  of  entities within the software industry
which  are well established. The Company's ability to compete against these more
established and more financially stable companies is premised upon the Company's
ability  to  initiate  and  fulfill  its  development  plans.

Another  uncertainty  is  the  dependence  on  key  personnel  familiar with the
control,  administration,  development,  and  training  of  the  sales force and
software  developers.  The loss of Tom Cochran, President, could have an adverse
effect  on  its  continued  operations.

Although  research in the Company indicates that the Internet will continue with
little,  if any regulation, and will continue to become a viable marketing tool,
there  can  be  no  assurances  that  the Internet will prove to be a profitable
outlay  for  the  Company  in  its  business  plans.

While  the Company's plan is being researched and developed thoroughly, there is
no assurance the plan will be accepted in or by the marketplace, nor, that if it
is  accepted, that demand will be sufficient to make the Company profitable. The
Company  cannot  project with certainty the outcome of its operations, and there
are no assurances that the Company will operate profitably in either the near or
long  term.

Local,  national,  and  international economic conditions may have a substantial
adverse  affect  on  the  efforts  of  the Company. The Company cannot guarantee
against  the  possible eventuality of any potential adverse economic conditions.

ITEM  7.  FINANCIAL  STATEMENTS.

The  financial  statements  follow  Item  13  of  this  report.


<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

NONE
                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

The following table sets forth the names, positions with the Company and ages of
the  executive  officers and directors of the Company. Directors will be elected
at  the Company's annual meeting of shareholders and serve for one year or until
their successors are elected and qualify. Officers are elected by the Board, and
their terms of office are, except to the extent governed by employment contract,
at  the  discretion  of  the  Board.

Name            Age            Title
----            ---            -----
Tom Cochran     47         President, Chairman

Duties,  Responsibilities  and  Experience

Tom  Cochran,  President,  Chairman

Tom  Cochran  attended  DuPage  University  in  Chicago, Illinois.  From 1970 to
1976,  Mr.  Cochran managed, trained and supervised personnel in the competitive
photo  field, as well as became a top producing sales representative.  He gained
vast  experience  in  administration, human resources, finances, and management.
In  1981,  he  broadened his horizons as owner of PC S International, moving his
operations  to  Honolulu,  HI.  At  PCS,  he brought the photo industry to a new
level  of  profits  and  distribution.  In  1983,  he  expanded  his  sales  and
administration  efforts  to  begin  Cochran  International,  Inc.,  a  company
specializing  in  sales  of  products  in  Australia,  New  Zealand  and Europe.

His  Hospital  Administration  Software  Solutions subsidiary earned $10 million
its  first  year,  with  150  employees.  During his six years in the healthcare
software industry, he has had strong influence  in  product development,  sales,
marketing and management.  He has made key sales calls and gained contracts with
top  government  officials  overseas.

Mr.  Cochran  is not an officer or director of a publicly traded company at this
time.

Notable  achievements  in  his  career  and  personal  life  include:

-     Personally increased operational efficiencies at his overseas subsidiaries
      by  more  than  68%  during  a  24-month  period
-     Doubled  the  size  of  his  parent  company each and every year for eight
      consecutive  years.
-     Ranked  in  the  top  5%  of  students.
-     Awarded  the  coveted  Ad  Altari  Dei Award as a Boy Scout, which is only
      given  to  five  scouts  in  each  state.
-     Active  member  of  the Make A Wish Foundation through its local arm, Give
      Kids  The  World.

Compliance  with  Section  16(a)  of  the  Exchange  Act.

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers
and  directors,  and  persons who beneficially own more than 10% of any class of
the  Registrant's  equity  securities  to  file initial reports of ownership and
reports  of  changes  in  ownership  with the Securities and Exchange Commission
("SEC"). Executive officers, directors and beneficial owners of more than 10% of
any  class of the Registrant's equity securities are required by SEC regulations
to  furnish  the  Registrant  with  copies of all Section 16(a) forms they file.


<PAGE>
Based solely on a review of the copies of such forms furnished to the Registrant
during  or with respect to fiscal 1999, and certain written representations from
executive  officers  and  directors,  the  Registrant  is  aware  that each such
reporting  persons  inadvertently  failed  to  file  a  Form  3  at the time the
Registrant  became  registered  under Section 12 of such act (January 17, 2000).
Such  forms  are  now  in  the  process  of  being  prepared  and  filed.

ITEM  10.  EXECUTIVE  COMPENSATION.

Tom  Cochran  has not received, nor is he projected to receive, any compensation
for  his services, including his capacities as Chairman and President other than
the  issuance  of  the  Company's  Common  Stock  as  set forth in Item 4 above.

Should  the  Company  become profitable and produce commensurate cash flows from
operations  and/or  through the sale of strategic investments, there may be some
level  of compensation paid to him. However, this will be subject to approval by
the  Company's  Board  of  Directors.  It is the responsibility of the Company's
Officers  and its Board of Directors to determine the timing of any remuneration
for key personnel. Such determination and timing thereof will be based upon such
factors  as  positive  cash  flow to include equity sales, operating cash flows,
capital  requirements, and a positive cash flow balance in excess of $12,500 per
month.  At the time cash flow reaches this point, and appears to be sustainable,
the Officers and Board of Directors will again readdress the compensation of its
key  personnel and set forth a more formal and complete plan for remuneration in
line with operations of the Company. At present, the Company's management cannot
accurately  estimate  the  point  when revenues and operating cash flows will be
sufficient  enough  to  implement  this  compensation plan, nor are they able to
estimate  the  exact  amount  of  compensation  at  this  time.

There  are  no  annuity,  pension, or retirement benefits proposed to be paid of
Officers,  Directors,  or employees of the Company in the event of retirement at
normal  date  pursuant to any presently existing plan provided or contributed to
by  the  Company,  or  any  of  its  subsidiaries,  if  any.

KEY  OFFICER  EMPLOYMENT  AGREEMENTS

No  employment  contracts  have  been  negotiated or signed as yet. However, the
Company  plans  on  having  all  key  employees  and  officers  sign  a detailed
employment  contract  as  appropriate.

COMPENSATION  OF  DIRECTORS

All  directors  will  be  reimbursed for expenses incurred in attending Board or
committee  meetings.

STOCK  OPTION  PLAN  AND  NON-EMPLOYEE  DIRECTORS'  PLAN

No stock option plan has been set forth, and no non-employee directors' plan has
been instituted. The Company may decide, at a later date, and reserves the right
to,  initiate  these  plans  as  deemed  necessary  by  the  Board.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.

The following table sets forth certain information as of December 31, 1999, with
respect  to  the  beneficial ownership of Common Stock by (i) each person who to
the  knowledge  of  the  Company, beneficially owned or had the right to acquire
more  than 5% of the Outstanding Common Stock, (ii) each director of the Company
and  (iii)  all  executive  offices  and  directors  of  the Company as a group.

Name of Beneficial Owner (I)           Number            Percent
                                       of Shares         of Class (2)

Tom Cochran                            18,000,000        90%
611 Mulberry Rd
Celebration, FL 34747

All Directors & Officers as a Group    18,000,000

(1)  As  used  in  this  table,  "beneficial ownership" means the sole or shared
power  to  vote,  or  to direct the voting of, a security, or the sole or shared
investment  power  with respect to a security (i.e., the power to dispose of, or
to  direct  the  disposition  of, a security). In addition, for purposes of this
table,  a  person  is deemed, as of any date, top have "beneficial ownership" of
any security that such person has the right to acquire within 60 days after such
date.
(2)  Figures  are  rounded  to  the  nearest  percentage.



ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Business  Consultants.  The  Company  has relied on J. Thomas Howard, LTD as key
business  consultants  while in its development stage. J. Thomas Howard, LTD has
provided  the assistance in preparing the Company to become a reporting company.
For  this assistance, the Company has issued 1,000,000 shares of Common Stock at
$.001  per  share  to  companies  under  control  by  J.  Thomas  Howard,  LTD.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.
Not  applicable.

                                     Part F/S


<PAGE>
                            HEALTHCARE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS




                                DECEMBER 31, 1999





                              WILLIAMS & WEBSTER PS
                          CERTIFIED PUBLIC ACCOUNTANTS
                            SEAFIRST FINANCIAL CENTER
                           W 601 RIVERSIDE, SUITE 1940
                                SPOKANE, WA 99201
                                 (509) 838-5111


<PAGE>
                            HEALTHCARE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                TABLE OF CONTENTS



INDEPENDENT  AUDITOR'S  REPORT                                      1

FINANCIAL  STATEMENTS

     Balance Sheet                                                  2

     Statement of Operations                                        3

     Statement of Stockholders' Equity                              4

     Statement of Cash Flows                                        5

NOTES  TO  FINANCIAL  STATEMENTS                                    6


<PAGE>
Board of Directors
Healthcare Software, Inc.
611 Mulberry Rd.
Celebration, Florida 34747

                          Independent Auditor's Report

We  have  audited the accompanying balance sheet of Healthcare Software, Inc. (a
development stage company) as of December 31, 1999 and the related statements of
operations,  cash  flows,  and stockholders' equity for the period from June 17,
1999  (inception) through December 31, 1999.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Healthcare Software, Inc. as of
December  31, 1999, and the results of its operations and its cash flows for the
period  from  June 17, 1999 (inception) to December 31, 1999, in conformity with
generally  accepted  accounting  principles.

As  discussed in Note 2, the Company has been in the development stage since its
inception  and  has no revenues.  The Company's continued viability is dependent
upon  the  Company's  ability  to meet its future financing requirements and the
success  of  future  operations. These factors raise substantial doubt about the
Company's  ability to continue as a going concern.  Management's plans regarding
those  matters are described in Note 2.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.



Williams  &  Webster,  P.S.
Certified  Public  Accountants
Spokane,  Washington
April  5,  2000


<PAGE>
<TABLE>
<CAPTION>
                                HEALTHCARE SOFTWARE, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                                      BALANCE SHEET
                                    DECEMBER 31, 1999


A S S E T S
<S>                                                                  <C>
  CURRENT ASSETS
    Cash                                                             $               66
                                                                     -------------------
      TOTAL CURRENT ASSETS                                                           66
                                                                     -------------------

    TOTAL ASSETS                                                     $               66
                                                                     ===================

L I A B I L I T I E S   &   S T O C K H O L D E R S '   E Q U I T Y

  CURRENT LIABILITIES                                                $                -
                                                                     -------------------
      TOTAL LIABILITIES                                                               -
                                                                     -------------------

  COMMITMENTS AND CONTINGENCIES                                                       -
                                                                     -------------------

  STOCKHOLDER'S EQUITY
    Common stock, 100,000,000 shares authorized,
      $.0001 par value; 20,000,000 shares issued and outstanding                  2,000
    Additional paid-in capital                                                   80,000
    Accumulated deficit                                                         (81,934)
                                                                     -------------------
      TOTAL STOCKHOLDERS' EQUITY                                                     66
                                                                     -------------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $               66
                                                                     ===================
</TABLE>

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                           HEALTHCARE SOFTWARE, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENT OF OPERATIONS


                                                       June 17, 1999
                                                        (Inception)
                                                          Through
                                                     December 31, 1999
                                                   ---------------------
<S>                                                <C>

R E V E N U E S                                                     -
                                                   -------------------

E X P E N S E S
  Professional services                                        81,934
                                                   -------------------
    TOTAL OPERATING EXPENSES                                   81,934
                                                   -------------------

NET LOSS                                                      (81,934)
                                                   ===================



  Basic and diluted net loss per common share       $              NIL
                                                   ===================

  Weighted average number of basic and diluted
    common stock shares outstanding                        20,000,000
                                                   ===================
</TABLE>

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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                         HEALTHCARE SOFTWARE, INC.
                                       (A DEVELOPMENT STAGE COMPANY)
                                     STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE PERIOD JUNE 17, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999



                                                  Common Stock
                                             -----------------------                                     Total
                                               Number                    Additional     Accumulated   Stockholders'
                                             of Shares      Amount    Paid-in Capital     Deficit        Equity
                                             ----------  -----------  ---------------  -------------  -------------
<S>                                          <C>         <C>          <C>              <C>            <C>
Issuance of common stock in June 1999
  for cash at an average of $.001 per share   2,000,000  $       200  $         1,800  $          -         $2,000

Issuance of common stock to the president
  of the Company at $.004 per common share   18,000,000        1,800           78,200             -         80,000

Loss for period ending,December 31, 1999              -            -                -       (81,934)       (81,934)
                                             ----------  -----------  ---------------  -------------  -------------

  Balance at December 31, 1999               20,000,000  $     2,000  $        80,000  $    (81,934)            66
                                             ==========  ===========  ===============  =============  =============
</TABLE>

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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                            HEALTHCARE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
       FOR THE PERIOD JUNE 17, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999


<S>                                                         <C>
Cash flows from operating activities:
  Net loss                                                  $          (81,934)
  Direct payments for professional services by stockholder              80,000
                                                            -------------------

  Net cash used in operating activities                                 (1,934)
                                                            -------------------

Cash flows from investing activities:                                        -
                                                            -------------------

Cash flows from financing activities:
  Issuance of stock                                                      2,000
                                                            -------------------

  Net cash provided by financing activities                              2,000
                                                            -------------------

Net increase in cash                                                        66


Cash, beginning of period                                                    -
                                                            -------------------

Cash, end of period                                         $               66
                                                            ===================

SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest and income taxes:
    Interest                                                $                -
                                                            ===================
    Income taxes                                            $                -
                                                            ===================

NON-CASH INVESTING AND FINANCING ACTIVITIES
  Professional services paid directly by stockholder        $           80,000
                                                            ===================
</TABLE>

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


                                        5
<PAGE>
                            HEALTHCARE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

NOTE  1 - ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Healthcare Software, Inc., (hereinafter "the Company"), was incorporated in June
1999  under  the  laws  of  the  State  of  Nevada  primarily for the purpose of
providing  quality  software  for  the  hospital  industry via the internet.  At
December  31, 1999, the Company is operating from the residence of the Company's
president,  in Celebration, Florida.  The Company is expected to secure separate
office  space  in  the  near  future.

The  Company  is  in  the  development stage and as of December 31, 1999 had not
realized  any  significant  revenues  from  its  planned  operations.

NOTE  2 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

This  summary of significant accounting policies of Healthcare Software, Inc. is
presented  to  assist  in understanding the Company's financial statements.  The
financial  statements  and notes are representations of the Company's management
which  is  responsible  for  their  integrity and objectivity.  These accounting
policies  conform  to  generally  accepted  accounting  principles and have been
consistently  applied  in  the  preparation  of  the  financial  statements.

Development  Stage  Activities
------------------------------

The  Company  has  been in the development stage since its formation on June 17,
1999.  It  is  primarily  engaged  in  development  and  marketing of healthcare
software.

Going  Concern
--------------

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net loss of $81,934 and has generated no revenues since inception.  The Company,
being a developmental stage enterprise, is currently putting technology in place
which  will, if successful, mitigate these factors which raise substantial doubt
about  the  Company's  ability  to  continue  as a going concern.  The financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

Management has established plans designed to increase the sales of the Company's
products.  Management  intends  to  seek  new capital from new equity securities
issuances  that  will  provide funds needed to increase liquidity, fund internal
growth  and  fully  implement  its  business  plan.


                                        6
<PAGE>
                            HEALTHCARE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Cash  and  Cash  Equivalents
----------------------------

The  Company  has  only  a  demand  deposit  account.  It  does  not  have  cash
equivalents  at  this  time.

Accounting  Method
------------------

The  Company's  financial  statements  are  prepared using the accrual method of
accounting.  Healthcare  Software,  Inc.'s  year-end  is  December  31.

Basic  and  Diluted  Loss  Per  share
-------------------------------------

The  Company  has  adopted Statement of Financial Accounting Standards Statement
(SFAS)  No. 128, Earnings Per Share.  Basic earnings per share is computed using
the  weighted average number of common shares outstanding.  Diluted net loss per
share  is  the  same  as  basic  net loss per share as there are no common stock
equivalents  to  be  included  in  the  calculation.

Income  Taxes
-------------

No  provision  for  taxes  or  tax  benefit  has  been reported in the financial
statements,  as  there  is not a measurable means of assessing future profits or
losses.

Year  2000  Issues
------------------

Like  other  companies, Healthcare Software, Inc. could be adversely affected if
the computer systems the Company, its suppliers or customers use do not properly
process  and  calculate  date-related  information  and  data  from  the  period
surrounding  and including January 1, 2000.  This is commonly known as the "Year
2000"  issue.  Additionally,  this  issue  could impact non-computer systems and
devices  such  as  production  equipment  and elevators, etc.  At this time, the
Company  does  not  have  any evidence of problems associated with the year 2000
issue.

The  Company  has not purchased any software or hardware.  When the Company does
purchase software and hardware, it will determine at that time if there could be
any  adverse  effects  to  the  Company's operations regarding Year 2000 issues.
Management  also  believes that Year 2000 issues should not adversely affect the
ability  of its clients and customers to conduct business with the Company.  Any
costs  associated  with  Year  2000  compliance  will be expensed when incurred.

Impaired  Asset  Policy
-----------------------
The  Company  expects  to review any long-lived assets quarterly to determine if
any  events  or changes in circumstances have transpired which indicate that the
carrying value of its assets may not be recoverable in accordance with standards
in  SFAS  No.  121.


                                        7
<PAGE>
                            HEALTHCARE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

NOTE  3 - PROPERTY  AND  EQUIPMENT

At  December  31,  1999 the Company did not own any property or equipment.  When
the Company does acquire property and equipment it expects to implement a policy
to  determine  impairment  by  comparing  the  undiscounted  future  cash  flows
estimated  to be generated by those assets to their respective carrying amounts.

NOTE  5 - COMMON  STOCK

Upon incorporation, the Company authorized the issuance of 100,000,000 shares of
common  stock at a par value of $0.0001 per share of which 20,000,000 shares are
outstanding.  Holders  of  shares  of  common stock are entitled to one vote for
each  share  on  all  matters  to  be  voted on by the stockholders, but have no
cumulative  voting  rights.  Holders  of  shares of common stock are entitled to
share ratably in dividends, if any, as may be declared by the Board of Directors
in  its  discretion, from funds legally available therefor.  The Company has not
authorized  any  preferred  stock,  convertible stock, warrants or options as of
December  31,  1999.

The  president  and  director  of  the  Company,  Tom  Cochran,  owns 90% of the
outstanding  common  stock.

NOTE  6 - RELATED  PARTY

The  Company  issued  1,000,000  shares  of  common stock to companies under the
control  of  its  key  business  consultant,  J.  Thomas  Howard LTD., at $.001.

The  Company  issued stock to the president in exchange for expenses paid by the
president  in the amount of $80,000.  This was paid directly to J. Thomas Howard
LTD.  to  provide  services  related  to the initial registration of the Company
under  the  Securities  Act  of  1934.


                                        8
<PAGE>
                                 SIGNATURE PAGE


In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

HEALTHCARE  SOFTWARE,  INC.

By  /S/  Tom  Cochran,  President

4/12/00

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

By  /S/  Tom Cochran, President, Secretary, Treasurer, Director

4/12/00


<PAGE>