U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  Form 10-KSB/A

(Mark One)

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

For the fiscal year ended June 30, 2002

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

         For the transition period from                   to
                                        -----------------     ------------------

         Commission file number 1-16703
                                -------

                       Healthcare Network Solutions, Inc.
                ------------------------------------------------
                 (Name of small business issuer in its charter)

                                    Delaware
                        ---------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   58-2618895
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

                   8383 Dunwoody Place, Atlanta, Georgia 30350
                      ------------------------------------
               (Address of principal executive offices)(Zip Code)

                     Issuer's telephone number 770-650-0346
                                               ------------

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

                                      None
                    ---------------------------------------
                              (Title of each class)

                    Name of each exchange on which registered

                                 not applicable
                   ----------------------------------------

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

                                  Common Stock
                    --------------------------------------
<PAGE>
                               AMENDMENT NO. 2 TO
                                   FORM 10-KSB
                      OF HEALTHCARE NETWORK SOLUTIONS, INC.
                          FOR YEAR ENDED JUNE 30, 2002

           We are filing this Amendment No. 2 to our Form 10-KSB for the year
ended June 30, 2002 to revise Item 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE, of the Form 10-KSB filed by
us with the SEC on September 30, 2002 as amended, which such disclosure was
inadvertedly omitted from such report.


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

Feldman Sherb & Co., P.C., a professional corporation of certified public
accountants ("Feldman") was our independent accounting firm for the fiscal
year ended June 30, 2001 and the four month ten day period ended May 10, 2002.
The report of Feldman on our 2001 financial statements contained
no adverse opinion, disclaimer of opinion or modification of the opinion except
that their report on the 2001 financial statements contains an explanatory
paragraph that states that "the accompanying financial statements
have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 2 to the financial statements, the Company has experienced
losses and negative cash flows since its inception and has an accumulated
deficit. The Company is dependent on continued financing from investors to
sustain its activities and there is no assurance that such financing will be
available. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty."

Feldman was merged into Grassi & Co., CPA's, P.C., ("Grassi") and the principal
accountants who had been responsible for our audit during the years
ended December 31, 2001 and 2000 left and started their own firm called Sherb &
Co., LLP ("Sherb"). As a result, on May 11, 2002, we dismissed Grassi
and selected Sherb to serve as independent public accountants for the fiscal
year 2002.

During the two most recent fiscal years and through May 10, 2002, we had not
consulted with Sherb regarding the application of accounting principles to a
specific or contemplated transaction. Neither Healthcare Network nor anyone on
our behalf consulted with Sherb regarding the type of audit opinion that might
be rendered on our financial statements or any matter that was the subject of a
disagreement or event as defined at Item 304(a)(2) of Regulation S-B.

The decision to change accountants was recommended and approved by our board of
directors. During the period from January 1, 1999 to May 10, 2002, and through
the date of the report on Form 8-K related to the change in our principal
independent accountants, there were no disagreements with Feldman on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Feldman, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports on our company's
financial statements as described on Item 304(a)(1)(iv)(A). In addition, there
were no such events as described under Item 304(a)(1)(iv)(B) of Regulation S-B
during such periods.

                                        1
<PAGE>

On September 13, 2002, we provided Grassi with a copy of these disclosures and
requested that Feldman provide its response letter, addressed to the United
States Securities and Exchange Commission pursuant to Item 304(a)(3) of
Regulation S-B, stating whether it agreed with the statements made by us and, if
not, stating the respects in which it did not agree. A copy of Grassi's letter
stating in part that "We agree with the statements concerning our Firm in such
Form 8-K" was filed as an exhibit to our report on Form 8-K as filed on
September 13, 2002.


                                   SIGNATURES

           In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the registrant caused this report to be signed on its
behalf by the undersigned and duly authorized on October 21, 2002.

                                       Healthcare Network Solutions, Inc.

                                       By: /s/ Sharon Allred
                                           ------------------------
                                           Sharon Allred
                                           Chief Executive Officer and President

           Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and on
the date indicated above.


SIGNATURE                       TITLE                           DATE

/s/ Sharon Allred               Chief Executive Officer,        October 21, 2002
-----------------------         President, Chairman of the
Sharon Allred                   Board of Directors and
                                Principal Accounting and
                                Financial Officer


/s/ Sondra McGinnis             Executive Director, Secretary   October 21, 2002
-----------------------         and Treasurer
Sondra McGinnis


                                Director                        October 21, 2002
-----------------------
Timothy C. Moses


/s/ Kevin F. Smith              Director                        October 21, 2002
-----------------------
Kevin F. Smith

         The foregoing represents a majority of the Board of Directors.

                                        2