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

                                  AMENDMENT  TO
                                   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>
                                 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
---------------------
        Tom Cochran
        President
4/14/00

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
-------------------------------
         Tom Cochran
         President, Secretary, Treasurer, Director
4/14/00


<PAGE>
INDEX TO EXHIBITS

Exhibit 3
       Articles of Incorporation incorporated by reference to Form 10SB12(g)
       filed November 12, 1999
       Bylaws corporated by reference to Form 10SB 12(g) filed November 12, 1999

Exhibit 27
       Financial Data Schedule