SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          FIRST AMENDMENT TO FORM 10-KSB
                                  ON FORM 10-KSB/A

(Mark  One)

 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

                    For the Fiscal Year Ended March 31, 2000

  Transition report under Section 13 or 15(d) of the Securities Exchange Act of
1934

For  the  transition  period  from  ____________  to  ____________

Commission  File  Number  __0-26336
                            -------

                           New Paradigm Software Corp.
                 (Name of Small Business Issuer in Its Charter)

                          NEW YORK          13-3725764
                          --------          ----------
            (State or Other Jurisdiction of          (I.R.S. Employer
           Incorporation or Organization)          Identification No.)


                  630 Third Avenue, New York, NY          10017
                  ------------------------------          -----
          (Address of Principal Executive Offices)          (Zip code)

                                 (212) 557-0933
              (Registrant's telephone number, including area code)

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


                                (Title of Class)

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

                     Common Stock, par value $.01 per share
                                (Title of Class)

                               Redeemable Warrants
                                (Title of Class)

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act 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  requirement  for  the  past  90 days.

Yes  ______  No  ______

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained within 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  form  10-KSB

State  the  issuer's  revenues  for  its  most  recent  fiscal  year. $6,208,792
                                                                      ----------

The  aggregate  market  value  of  Common  Stock  held  by non-affiliates of the
Registrant  based on the closing sale price on the Nasdaq Bulletin Board on June
28,  2000  was  $2,505,101

   APPLICABLE ONLY TO REGISTRANTS 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  Section 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____X______Not  Applicable
                    -

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS
At  June 27, 2000 there were an aggregate of 4,624,297 shares of Common Stock of
the  Registrant  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional  Small  Business  Disclosure  Format  (check  one)

Yes  _______     No  ______

<TABLE>
<CAPTION>




PART I
  ITEM                                                                                                               PAGE

<C>    <S>                                                                                                                <C>
   1     Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
   2.    Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
   3.    Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
   4.    Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
PART II

   5.    Market for Registrant's Common Equity and Related Stockholder Matters                                              16
   6.    Management's Discussion and Analysis of Financial Condition and Results of Operations
   7.    Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
   8     Changes in and Disagreements with Accountants On Accounting and Financial Disclosure                               22
PART III

   9     Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act  .  23
  10     Executive Compensation.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
  11     Security Ownership of Certain Beneficial Owners and Management                                                      28
  12.    Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     31
PART IV

  13.    Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34
</TABLE>


<PAGE>
PART  I
ITEM  1.  DESCRIPTION  OF  BUSINESS
GENERAL
New  Paradigm  Software  Corp.  (the  "Company")  was organized in July 1993 and
commenced  operations in November 1993. The Company completed its initial public
offering  in  August  1995.
The  Company  is  engaged  in  the  following  businesses:
-     Internet  research  and development of commercial applications through its
wholly  owned  subsidiary  New  Paradigm  Inter-Link,  Inc. ("NPIL"). NPIL began
operations  in December 1995, and provides Internet services to corporations and
other  organizations.
-     Advertising  through its wholly owned subsidiary New Paradigm Advertising,
Inc.  ("NAP"). NAP began operation in April 1998 by acquiring certain assets and
assuming  certain  liabilities  of  (1)  Kapelus  &  Cipriano,  Inc.  a
Westchester, NY-based  full-service  advertising agency trading as Schoen,
Kapelus & Cipriano  ("SKC")  and  (2)  Sutton  &  Partners,  Inc.  ("S&P"),  a
Greenwich, Connecticut based advertising agency.  The S&P transaction took place
on July 1, 1999.
-     Public relations through its wholly owned subsidiary GMG Public Relations,
Inc.  ("GMG").  GMG  began operation in January 2000 by acquiring certain assets
and  assuming  certain liabilities of a company then named GMG Public Relations,
Inc.  The  Company  acquired  the right to re-name its own subsidiary GMG Public
Relations,  Inc.  in  this  transaction.

The Company intends to continue to market its Internet capabilities by acquiring
and  by forming alliances with selected advertising agencies and other marketing
communications  businesses  that  have  established strategic relationships with
their  clients.  Advertising agencies that are partners with the Company include
the  following:
-     Biderman  Kelly  Krimstein  &  Partners
-     Moscato  Marsh
-     Earle  Palmer  Brown  New  York
-     Solay  Keller  Advertising
Clients  of  the  Company  through  these  partnerships  include
-     Novartis  Animal  Health  (USA)
-     Motorola
-     New  York  University  School  for  Continuing  and  Professional  Studies
-     ParentTime  (a  Time  Inc.  subsidiary)
-     Association  of  the  Bar  of  the  City  of  New  York
NPIL  provides organizations with the ability to utilize the Company's expertise
to  devise  strategies  for  the  Internet  and  to create Internet applications
including Web sites.  This expertise includes: assembling an appropriate team of
independent  design  consultants  and,  if necessary, programmers; designing the
site  from  both  technical and aesthetic perspectives; implementing the design;
and  providing  Web  server hosting services independently from a customer's own
internal  network  to  ensure  security.
The  Company  intends to further develop this business by launching new products
and services connected with the Internet, and to continue to grow the underlying
advertising business.  NPA has been successful in adding new clients in the past
twelve  months.  Management believes this is due to the added Internet component
it  can  now  offer  to  potential  NPA  clients.  NPA  clients  include:
-     Travelodge
-     Scottish  Tourist  Board
-     Beth  Abraham  Health  Services
-     Island  Destinations
-     Long  Bay  Beach
-     Peter  Deilmann  EuropAmerica  Cruises
-     Focus  Vision
-     Kemwel  Holiday  Autos
-     The  Castle  at  Tarrytown.
The Company intends to develop its business by leveraging its ability to provide
Internet  expertise  and  applications  to  creatively  meet  the  needs  of its
advertising  and  public  relations  clients,  and by supplying public relations
and advertising  service to its Internet and advertising clients.  Already some
GMG clients,  such  as  Beth Abraham Health Services, have begun to use NPA and
NPIL for  advertising  and  Internet  services.
INTERNET
Through  NPIL,  the Company provides Internet services to corporations and other
organizations.  The  Company  intends  to  develop this business by working with
advertising  agencies  with  appropriate  strategic  relationships  with  their
clients.  In  addition  to  the  clients mentioned above, NPIL directly provides
Internet  related  services  to:
-     Guinness  Bass  Import  Company
-     National  Multiple  Sclerosis  Society
-     The  Association  of  the  Bar  of  the  City  of  New  York
In  addition,  the Company intends to launch new products and services connected
with  the  Internet.  There  is  no  assurance  that the Company will be able to
develop  or  acquire  such products and services or that if it does they will be
acceptable  to  the  market.  The  Internet  is  a  relatively  new  and rapidly
expanding  market.  Gartner Group (a leading industry analyst) estimates that by
2001, 60% of the US workforce will have a justifiable business need for Internet
access.  By  the  same  date,  they estimate that more than 8 million households
will  access  the  Internet using ISDN lines (digital telephone lines offered by
principal  telecommunications companies suitable for accessing the Internet) and
a further 3 million homes will access the Internet using cable modems. Worldwide
Internet  use is currently estimated at 40 million users.  With potential access
to  such  numbers,  many  corporations  are  seeking  to ensure that they have a
presence  on  the Internet.  Such a presence is established through a collection
of  text,  graphics  and  small  programs  known as a "Web site" maintained on a
computer  known  as a Web server and viewed by users from all over the world who
are  connected to the Internet through the use of a Web browser such as Netscape
Navigator  (R) or Microsoft Explorer (R).  The Company seeks to assist companies
with  creating  that  Internet  presence  and  also  to  exploit  other business
opportunities  which  may  arise  in  servicing  the  Internet  community.
INTERNET  -  WEBSITE  SERVICES
NPIL  provides organizations with the ability to utilize the Company's expertise
in creating a Web site.  This expertise includes: assembling an appropriate team
of  independent design consultants and, if necessary, programmers; designing the
site  from  both  technical and aesthetic perspectives; implementing the design;
and  then  providing  Web  server  hosting  services  away from a customer's own
internal  network  to  ensure  security.   NPIL  specializes in providing custom
facilities  to  enable  a  customer's  presence on the Internet to be constantly
evolving  and  interesting  without  adding  to  their  existing  workload.  For
example,  association staff remotely updates the site for the Association of the
Bar  of  the  City  of New York.  A small software program ("applet") created by
NPIL  staff  in Java - a common computer programming language for the Internet -
allows  customers  to  utilize information in the format in which it was created
under  existing  word processor programs such as Microsoft Word to automatically
update  their  Web  site from their own offices.  No translations or transitions
are  required  -  the  customer's  staff  member simply uses the common "cut and
paste"  technique  utilized  within  many programs to move the required document
into  the  NPIL applet.  Typical site revenues have increased from approximately
$20,000  -  $30,000  on  completion  to  approximately  $60,000  - $100,000 with
continuing  revenues  for maintenance and changes.  The Company has created more
than  20  Web  sites  for  customers  of  this  service  to  date.
Web  sites  created  by  the  Company  include:
-     Novartis  -  site  for  its  "Sentinel"  product:  www.petprotect.com
-     Association  of  the  Bar  of  the  City  of  New  York:  www.abcny.org
-     New  York  University:  site for its School of Continuing and Professional
Studies:  www.scps.nyu.edu
-     The  Castle  at  Tarrytown:  www.thecastleattarrytown.com
                                   ---------------
-     Josephthal  &  Co  -  corporate  Website:  www.josephthal.com
                                                 ------------------
-     Novatis  -  for  its  "Clomicalm"  product:  www.clomicalm.com
-     Bass  -  supporting  its  comedy  program:  www.basslaugh.com
WEBSITE  SERVICES  -  MARKETING  AND  DISTRIBUTION
The  Company  is marketing its services primarily through indirect sales through
advertising  agencies.  Two  members of staff are engaged full time in the sales
activity.  The indirect sales are primarily through advertising agencies working
on integrated media campaigns that subcontract the Internet portion to NPIL.  In
addition  the  Company  believes that certain clients of any further advertising
agencies  which  it  may acquire are likely prospects for the Company's Internet
related  services.
INTERNET  -  OTHER  PRODUCTS

The  Company  is  involved  in  research  and development for other products and
services  that  can  be  effectively launched and marketed through the Internet.
The  nature of the Internet market is that the time to market from the formation
of  a concept can be very short.  The Company is currently working on three such
Internet  products.
There  can  be  no  assurance  that  the  company  will  be able to complete the
development  work  needed or that it will be able to finance the launch of these
products,  or  that  if  they  are  launched that such products will achieve any
degree  of  market  penetration  or  commercial  success.
RESEARCH  AND  DEVELOPMENT
Research  and  development  expenses,  which include salaries and other employee
costs of the Company's product development personnel, amounted to $75,000 in the
fiscal  year  ended March 31, 2000.    The development costs have been accounted
for  in  accordance  with  Statement  of  Accounting  Standards ("FASB") No. 86,
"Accounting  for  the  Cost of Computer Software to be Sold, Leased or Otherwise
Marketed".
Research  and  development  are  vital  to  the  Company's  efforts  to  remain
competitive  in  the  Internet  business.  The technology in that marketplace is
evolving at a very rapid pace, and new techniques and technology must constantly
be  evaluated  and,  where  appropriate, learned.  The Company currently has two
staff  involved in Research and Development, and is seeking to recruit one more.
The  Company  is  presently  significantly  dependent on the services of Mr. Ali
Faraji  in this area.  There can be no assurance that he will remain employed by
the  Company.  There can also be no assurance that engineers can be recruited at
a  cost acceptable to the Company to supplement current Research and Development
staff,  or  to  replace  staff  leaving  employment  with  the  Company.
COMPETITION
The  Internet  marketplace, while rapidly expanding, is intensively competitive.
There are hundreds or thousands of companies competing for the Web-site creation
and  hosting  business.  These  range  from college or even high-school students
working  at  low  cost  from  their  home,  to  the  largest  providers  of
telecommunications  services  such  as  AT&T  or  MCI.  The Company will seek to
compete  by  offering  high  quality  service  at  reasonable  cost  and  by
differentiating  itself  with  strategic  advice  and  innovative  products  and
services.  Many  of  the  Company's  competitors have much greater resources and
name  recognition  than the Company.  There can be no assurance that the Company
will  succeed  in  competing effectively in this marketplace, or that if it does
succeed  in  winning  business  that  it  will  be  able  to  continue to do so.
INTELLECTUAL  PROPERTY  RIGHTS
The  Company  relies upon a combination of trade secret, nondisclosure and other
contractual  arrangements,  and  patent, copyright and trademark laws to protect
its  rights  to  intellectual  property.  The  Company  generally  enters  into
confidentiality  agreements  with  its  employees,  consultants,  distributors,
value-added  resellers  and  potential  customers  and  limits  access  to  and
distribution  of  proprietary  information  to  licensed users.  There can be no
assurance  that  the  steps  taken  by  the  Company  will  be adequate to deter
misappropriation  of  proprietary  information, that the Company will be able to
detect  unauthorized  use  of  proprietary  information  or that the Company can
afford  the  high  cost  required  to  enforce its intellectual property rights.
Further,  no  assurance  can  be  given that nondisclosure and other contractual
arrangements  to  protect the Company's proprietary rights will not be breached,
that  the  Company  will  have  adequate  remedies  for any breach or that trade
secrets  will  not  otherwise  become  known to or be independently developed by
competitors.  The  failure  or  inability  of the Company to protect proprietary
information  could  have  a  material  adverse effect on the Company's business,
operating  results  and  financial  condition.
EMPLOYEES
As  of  June  27,  2000, the Company and its subsidiaries employed 27 employees.
None  of  the Company's employees is represented by a labour union or is subject
to  a  collective  bargaining  agreement. The Company believes that its employee
relations are satisfactory.  In addition the Company employs several consultants
in  Internet  programming,  media planning, graphic arts and multi-media graphic
arts  on  part  time  or  short-term  contracts.
ITEM  2.  DESCRIPTION  OF  PROPERTY
The  Company's  corporate headquarters and NPIL are located on the 15th floor of
630  Third  Avenue, New York, New York, 10017 (the "Premises"). The Premises are
leased  until  April  2001  at  a  cost  of approximately $7,000 per month.  NAP
and GMG  occupy  premises  at  550  Mamaroneck  Avenue,  Harrison, New
York.  These premises are leased until June 2002 at a cost of approximately
$6,000 per month.

ITEM  3.  LEGAL  PROCEEDINGS
The  Company  filed  suit  against  New  Era  of Networks, Inc, ("Neon") and Vie
Systems,  Inc.  ("Vie")  in  the  United  States District Court for the Southern
District  of  New York, claiming more than $1,000,000 in damages, $10,000,000 in
punitive  damages and the rescision of the sale of certain intellectual property
rights and patents to Vie on the Copernicus(R) product.  The Company claims that
substantial  royalty payments are due.  Neon filed a motion to dismiss the claim
for  punitive  damages  and the claim for rescision.  The Court has not ruled on
such  motions for dismissal and discovery is proceeding on the claims which were
not  challenged  by  the motion to dismiss.  Management believes that its claims
have  substantial  merit  but  that  proceedings  may  take  considerable  time.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
Not  applicable


PART  II
ITEM  5.  MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY AND RELATED STOCKHOLDER
MATTERS
(a)     Market  Information.

The  Registrant's  Common Stock and Redeemable Warrants are quoted on the Nasdaq
OTC  Bulletin  Board.
The  following  table  sets  forth,  for the periods indicated, the high and low
closing  prices  for the Common Stock and Redeemable Warrants as reported by the
NASDAQ  OTC  Bulletin  Board:
<TABLE>
<CAPTION>



Common Stock
<S>              <C>             <C>             <C>            <C>
Fiscal Quarters  First Quarter   Second Quarter  Third Quarter  Fourth Quarter
1999 -High. . .  $          1.5            0.50           0.25          2.0625
1999 -Low . . .  $         0.25            0.28           0.06           0.125
2000 -High. . .  $         2.25         2.46875         1.3135          3.3125
2000 -Low . . .  $         1.25         1.21875            0.5          0.0625


Redeemable  Warrants

<S>              <C>             <C>             <C>            <C>
Fiscal Quarters  First Quarter   Second Quarter  Third Quarter  Fourth Quarter
1999  -High              $0.00             0.00           0.00            0.00
1999  -Low               $0.00             0.00           0.00            0.00
2000  -High              $0.00             0.00           0.00            0.00
2000  -Low               $0.00             0.00           0.00            0.00

</TABLE>


The  foregoing  prices and quotations reflect inter-dealer prices without retail
mark-up,  mark-down  or commissions.  The foregoing quotations may not represent
actual  transactions.

(B)     APPROXIMATE  NUMBER  OF  HOLDERS  OF  EQUITY.

The  number  of  record holders of the Common Stock was approximately 94 and the
number  of  record  holders  of Redeemable Warrants was 46 as of March 31, 2000.
(C)     FREQUENCY  AND  AMOUNT  OF  DIVIDENDS.

To  date,  the  Company  has  not  paid any cash dividends. The Company does not
anticipate  paying  any dividends in the foreseeable future. The Company intends
to  retain  any  future  earnings  to  finance the growth and development of its
business. Any future determination as to the payment of dividends will be at the
discretion  of  the  Board  of  Directors  of the Company and will depend on the
Company's  operating results, financial condition, capital requirements and such
other  factors  as  the  Board  of  Directors  may  deem  relevant.
ITEM 6. MANAGEMENT'S DISCUSSION AND  ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS
The  selected  financial  data of the Company presented below for, and as of the
end  of,  the  fiscal years ended March 31, 1999 and 2000 have been derived from
the  financial  statements  of the Company, which have been audited by Goldstein
and Morris, CPA's, PC, independent certified public accountants. The Company was
incorporated  in  July  1993 and commenced operations in November 1993. The data
set  forth  below  should  be  read  in conjunction with the Company's financial
statements  and  related  notes  thereto  included  elsewhere  herein.
<TABLE>
<CAPTION>

STATEMENT  OF  OPERATIONS  DATA  AND  BALANCE  SHEET  DATA
Statement  of  Operations  Data

                                                                 Year Ended March 31, 2000    Year Ended March 31, 1999
                                                                ---------------------------  ---------------------------
<S>                                                             <C>                          <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                6,208,792   $                2,749,372
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .                   4,545,693                    1,741,183
                                                                ---------------------------  ---------------------------
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . .                   1,663,099                    1,008,189
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .                   2,095,883                    1,552,292
Income (loss) from operations. . . . . . . . . . . . . . . . .                    (432,784)                    (544,103)
Other income . . . . . . . . . . . . . . . . . . . . . . . . .                       4,208                        5,767
Gain from reduction of liability . . . . . . . . . . . . . . .                           -                       26,000
Loss from continued operations . . . . . . . . . . . . . . . .                    (428,576)                    (512,336)
Loss from discontinued operations. . . . . . . . . . . . . . .                     (60,139)
Net income (loss). . . . . . . . . . . . . . . . . . . . . . .  $                 (428,576)  $                 (572,475)
                                                                ---------------------------  ---------------------------

Basic and diluted per share data:

Net income (loss) per common share from continuing operations.  $                    (0.11)  $                    (0.19)

Net Loss per common share from discontinued operations . . . .                           -                        (0.02)
Net income (loss) per common share (1) . . . . . . . . . . . .  $                    (0.11)  $                    (0.21)
Weighted average common shares outstanding (1) . . . . . . . .                   3,832,074                    2,718,396

Balance Sheet Data
                                                                           March 31, 2000 .  . . . . . .  March 31, 1999
--------------------------------------------------------------  ---------------------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . .  $                2,198,927   $                1,386,549
Total current assets . . . . . . . . . . . . . . . . . . . . .                   1,464,451                      910,469
Total liabilities. . . . . . . . . . . . . . . . . . . . . . .                   2,207,233                    1,376,708
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . .                           -                            -
Current liabilities. . . . . . . . . . . . . . . . . . . . . .                   2,207,233                    1,376,708
Deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . .                  (9,692,511)                  (9,263,935)
Total Shareholders' Equity (Deficiency). . . . . . . . . . . .  $                   (8,306)  $                    9,971
</TABLE>



 (1)     See  Notes  to  Financial  Statements  for  an  explanation  of  the
determination  of  the  number of shares and share equivalents used in computing
share  amounts.

OVERVIEW
The  Company  had  a net loss from continuing operation of $428,576 for the year
ended  March  31,  2000  and a net loss of $572,475 for the year ended March 31,
1999.  The  Company's  revenues  from continuing operations for the fiscal years
ended  March  31,  2000  and 1999 were $6,208,792, and $2,749,372, respectively.
The  Company  added  considerably  to  its  customer base in fiscal 2000, adding
clients  for advertising, Internet and public relations services.  This resulted
in  a  significant  increase  in  revenues.  The  Company  had  net  losses from
discontinued  operations of $60,139 for the year ended March 31, 1999. There was
no  discontinued  operation  in  the  year  ended  March  31,  2000.
The Company's revenues and profitability may vary significantly both in the case
of  consecutive  quarters  and  in  the  case  of  a  quarter  compared  to  the
corresponding  quarter  of  the preceding year. Such variations may result from,
among other factors, the timing of the purchasing of advertising media on behalf
of  clients,  lengthy  development time for the Company's products and services,
timing  of  new  product  and  service  introductions  by  the  Company  and its
competitors,  changes  in  levels  of  the  Company's  operating  expenditures,
including  the  Company's expenditures on research and development, the size and
timing  of  customer  orders, the amount and timing of initial fees for creating
Web  sites,  royalty  payments  and  license  fees  by  licensees,  as  well  as
consulting,  training  and  maintenance  fees,  increased  competition,  reduced
prices,  the  effect  of  currency  exchange  rate  fluctuations,  delays in the
development  of  new  products  and  services,  the  costs  associated  with the
introduction  of new products and services and the general state of national and
global  economies.  The  Company  expects  to  derive  substantially  all of its
revenues  from  advertising  fees,  media  commissions,  public  relations fees,
initial  fees  for  creating Web sites, and  maintenance fees.  Accordingly, the
Company's revenues will vary with the demand for its products and services. As a
result  of  such  factors,  the  Company's  revenues  and  profitability for any
particular  quarter  are  not  necessarily  indicative  of  any  future results.
Fluctuations  in quarterly results may also result in volatility in the price of
the  Company's  securities.
RESULTS  OF  OPERATIONS
The  Company  is  re-stating  the  first three quarters of the fiscal year ended
March  31,  2000  as  a  result  of certain adjustments materially affecting the
quarters ended June 30, September 30 and December 31, 1999.  The following table
summarizes  the  unaudited re-stated  results  of  the Company for these
quarters:


<TABLE>
<CAPTION>

                                    3 months ended     3 months ended    3 months ended    3 months ended
                                      6/30/1999          9/30/1999          12/31/1999       3/31/2000
                                     restatement         restatement       restatement

<S>                                 <C>               <C>               <C>               <C>
Revenues . . . . . . . . . . . . .  $     1,126,044   $     1,195,201   $     1,615,496   $2,272,051
Gross Profit . . . . . . . . . . .          358,874           391,078           413,788   $  499,359
Total expense. . . . . . . . . . .          454,429           555,519           589,672      496,263
Profit (loss) from operations. . .          (95,555)         (164,442)         (175,883)       3,096
Total other income (expense) . . .           (3,516)           (4,163)           (5,771)      17,658

Net profit (loss) from continuing
   operations. . . . . . . . . . .         ($99,071)        ($168,605)        ($181,654)  $   20,754
Earnings Per Share                             (.03)             (.04)             (.05)         .01
</TABLE>


The following table summarizes the results as previously reported for the
quarters ended June 30, September 30, and December 31, 1999:


<TABLE>
<CAPTION>



                                    3 months ended     3 months ended    3 months ended
                                      6/30/1999          9/30/1999          12/31/1999

<S>                                 <C>               <C>               <C>
Revenues . . . . . . . . . . . . .  $     1,126,964   $     1,102,719   $      1,642,428
Gross Profit . . . . . . . . . . .          440,801           316,545            571,980
Total expense. . . . . . . . . . .          474,718           373,806            583,453
Profit (loss) from operations. . .          (33,917)          (57,261)           (11,473)
Total other income (expense) . . .           (1,233)              711            (1,545)

Net profit (loss) from continuing
   operations. . . . . . . . . . .         ($34,444)         ($56,550)           ($13,018)
Earnings Per Share                             (.01)             (.02)              (.00)
</TABLE>


Revenues.  Revenues from continuing operations increased by 126% from $2,749,372
in  the  fiscal year ended March 31, 1999 to $6,208,792 in the fiscal year ended
March  31,  2000.  This increase primarily results from the Company's success in
securing new accounts and increasing business with existing accounts by offering
Internet  expertise  to service advertising and public relations clients, and by
offering  advertising  and  public  relations  services  to  Internet  clients.
Expenses.  The  Company's  expenses  primarily  comprise  salaries  and  related
employee  costs,  non-capitalized  research  and development costs, professional
fees,  marketing  expenses,  general  and  administrative  expenses,  occupancy
expenses  and  depreciation  and  amortization.
Expenses  relating  to  continuing operations rose by 35% from $1,552,292 in the
fiscal  year  ended  March 31, 1999 to $2,095,883 in the fiscal year ended March
31,  2000.  This  increase  is  primarily  due to increase in staff necessary to
service  increased  sales.
General  and  administrative expense relating to continuing operations increased
by  5%  from $723,508 in the fiscal year ended March 31, 1999 to $761,140 in the
fiscal  year  ended March 31, 2000. Compared to the 126% increase in sales, this
small  increase  in  general  and  administrative  expenses  is  a result of the
Company's  successful  efforts  to efficiently integrate acquired business while
containing  cost.
Depreciation  and  amortization  expenses  relating  to  continuing  operations
increased by 10% from $87,932 in the fiscal year ended March 31, 1999 to $96,885
in  the  fiscal  year  ended  March  31,  2000.  Depreciation  and  amortization
increased  because  of  an  increase  in  fixed  assets and goodwill relating to
continuing  operations  from  March  31,  1999  to  March  31,  2000.
In  March  1998,  the  Company  entered into a lease in respect of approximately
2,500  square feet of space at 630 Third Avenue, New York, New York, 10017 to be
the  Company's  principal  place  of business.  Payments under this lease, which
runs until February 28, 2001, are expected to total $245,000 of which $84,000 is
due  in  fiscal  1999,  $84,000  in fiscal 2000 and $77,000 in fiscal 2001.  The
Company  has  made  no  other  material  capital  commitments.
The  Company's  net operating loss carry forwards are  approximately as follows:
<TABLE>
<CAPTION>


Period or Year ended March 31,   Year of expiration       Net Operating Loss Carryforward
                                 -------------------      -------------------------------
<S>                              <C>                  <C>
1994. . . . . . . . . . . . . .                 2009                            157,000
1995. . . . . . . . . . . . . .                 2010                          1,954,000
1996. . . . . . . . . . . . . .                 2011                          3,542,000
1997. . . . . . . . . . . . . .                 2012                          2,958,000
1999. . . . . . . . . . . . . .                 2014                            572,000
2000. . . . . . . . . . . . . .                 2015                            480,000
                                                                              9,663,000
===============================  ===================       ===========================

</TABLE>



The tax benefit of these losses (approximately $4,400,000) at March 31, 2000
is subject to significant limitations in the event of a change in ownership
interest. The tax benefit of these losses has been fully reserved by a
valuation  allowance  of  the  same  amount  due  to  the  uncertainty  of  its
realization.

Foreign  Exchange.  The  Company  currently  has no exposure to foreign currency
exchange  rate  fluctuations. In the future the Company may seek to minimize its
exposure  to  foreign currency exchange rate fluctuations by requesting that its
customers  located outside of the United States enter into contracts denominated
in  United  States  dollars or by entering into transactions to attempt to hedge
some  of  the  risks  of  foreign  currency  exchange  rate  fluctuations.
LIQUIDITY  AND  CAPITAL  RESOURCES
At  March  31,  2000,  the  Company had current assets of $1,464,451 and current
liabilities  of  $2,207,233,  resulting  in  a  working  capital  deficiency  of
$742,782.  The  Company  has been able to finance this deficit through cash flow
management, and in the most recent quarter was generating cash.  In addition the
Company  may  seek  to  raise additional financing through the sale of equity to
improve  its  working  capital  position.
Additionally,  the  Company  may  need  additional  financing  if demand for the
Company's  products  is sufficiently great to require expansion at a faster rate
than  anticipated,  or if research and development expenditures or the extent of
service and customer support that the Company is required to provide are greater
than expected or other opportunities arise which require significant investment,
or  if  revenues  are  significantly  lower than expected.  The Company may also
require  significant  additional  financing  to  complete  any  acquisition.  If
financing  is  required,  such financing may be raised through additional equity
offerings,  joint  ventures or other collaborative relationships, borrowings and
other  sources.  There  can  be  no  assurance that additional financing will be
available or, if it is available, that it will be available on acceptable terms.
If adequate funds are not available to satisfy either short or long-term capital
requirements,  the Company may be required to limit its operations significantly
and  may  be  unable  to  carry  out  its  plan  of operation. See Note 1 to the
Company's  financial  statements  and  "Report  of  Independent Certified Public
Accountants  on  Audited  Financial  Statements."
PLAN  OF  OPERATION
The  Company's  plans  for the fiscal year ending March 31, 2001 are as follows:
-     Acquire marketing communications companies where businesses with strategic
relationships  with  appropriate  clients  can  be acquired for prices which the
Company  believes  are  acceptable
-     Develop  its  Internet business, both by bringing in new customers for its
web-site services business and by launching new Internet related products.  (See
"Internet - other products").  The Internet marketplace, while expanding rapidly
is  intensely  competitive
-     Grow  its existing advertising business in part by offering high expertise
Internet  product  and  services  to  deliver  advertising  services.
-     Grow  its public relations business in part by using Internet expertise to
deliver  services.
ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
Financial  statements  are  included  herein  following  Part  IV,  Item  13.
ITEM  8.  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not  applicable.

PART  III
ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS  PROMOTERS  AND  CONTROL  PERSONS
Compliance  with  Section  16(a)  of  the  Exchange  Act
There  are  currently  five  members  of  the  Company's Board of Directors. The
Company's  By-Laws  authorize  the  Board  of  Directors  to  fix  the number of
authorized  directors. The By-Laws also authorize the Board of Directors to fill
any  vacancy  on  the  Board  of  Directors.
The following table sets forth the names, ages and positions with the Company of
the  Company's  directors,  executive  officers  and  key  employees:

<TABLE>
<CAPTION>



Name              Age                                  Position
                  ---  -------------------------------------------------------------------------

<S>               <C>  <C>
Mark Blundell. .   42  Chief Executive Officer, President, Chief Financial Officer, and Director
                  ---  -------------------------------------------------------------------------

Rocco Cipriano .   48  Executive Vice President, New Paradigm Advertising, Inc., and Director
                  ---  -------------------------------------------------------------------------

Daniel A. Gordon   55  Chairman of the Board of Directors
                  ---  -------------------------------------------------------------------------

Michael Taylor .   58  Secretary and Director
----------------  ---  -------------------------------------------------------------------------
</TABLE>

Mark Blundell is the Chief Executive Officer, President, Chief Financial Officer
and  a  director  of  the  Company  and has served in these capacities since the
Company's  inception.  From  October  1991 until December 1993, Mr. Blundell was
initially  the  Chief  Executive Officer of Management Technology Inc.'s ("MTI")
European  subsidiary  and  then  the Chief Operating Officer and Chief Financial
Officer  of MTI in New York. He was also a director of MTI from December 1993 to
March  1994. From May 1988 to October 1991, Mr. Blundell was the Chief Executive
Officer of London Fox, the futures and options exchange, where he introduced the
first  international  electronic  trading  system.  He  is  also  a director and
President  of  Lancer,  a  company  initially  formed  to  hold the intellectual
property  rights  relating  to the New Paradigm Architecture and which currently
conducts  no  business.  Lancer  is  a  shareholder of the Company. Mr. Blundell
received  an  M.A.  in Politics, Philosophy and Economics from Pembroke College,
Oxford.
Milton  Kapelus  served as President of K&C in Harrison New York from 1992 until
1998.  Upon  the  Company's  acquisition of certain assets of K&C as of April 1,
1998  he  was  appointed  President  of  NPA.  He  has worked in the advertising
industry  since  1967.  He  holds  a  BA  from  Rhodes University, South Africa.
Rocco  Cipriano  was  appointed  to the board on June 2, 1998.  He has served as
Executive Vice President - Creative, for K&C in Harrison, NY since 1992Upon the
Company's  acquisition  of  certain  assets  of  K&C  as of April 1, 1998 he was
appointed  Executive  Vice  President,  Creative of NPA. He holds a Professional
Degree  in  Communications  from  Parsons  School  of  Design,  New  York.
Daniel  A. Gordon, an attorney, has been a director and Chairman of the Board of
Directors  of  the  Company  since  November  1993. He has been a principal with
Corporate  Growth  Services  since  1992.  Corporate  Growth  Services  provides
consulting  support  services  to businesses in the early stages of development.
From 1989 to 1992, Mr. Gordon served as President of COIN Banking Systems, Inc.,
which  had  been the banking systems division of COIN Financial Systems Inc. Mr.
Gordon  had  served  as  Chairman  and Chief Executive Officer of COIN Financial
Systems  Inc.  from  1984  to 1989. He received a B.A. in English from Dartmouth
College  and  an  L.L.B.  from  George  Washington  University.
Michael  Taylor  has been a director of the Company since April 26, 1996 and was
appointed  Secretary  in  May 1998.  Since December 3, 1996 he has been a Senior
Vice  President of Gilford Securities.  Prior to that he was a Managing Director
of  Investment  Banking  at  Laidlaw  Equities from March 1996. He was Associate
Director  of  Investment  Banking  for  Josephthal Lyon & Ross from June 1989 to
March  1996.  From  early  1980  until  joining  Josephthal, he was President of
Mostel & Taylor Securities, Inc., a NASD-member investment banking and brokerage
firm. He has been involved in the securities industry since 1966, when he joined
Lehman Brothers as an analyst. He is also Chairman of the Board of Jennifer
Muller/The Works, a  contemporary  dance  company.  He  attended  Amherst
College  and  Columbia University.

COMPLIANCE  WITH  SECTION  16(a)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934
Section  16(a) of the Securities Exchange Act of 1934 ("Section 16(a)") requires
the  Company's  directors, executive officers, and persons who own more than 10%
of  a  registered  class  of  the  Company's equity securities, to file with the
Securities  and Exchange Commission reports on Forms 3, 4 and 5 concerning their
ownership  of  the  Common  Stock  and  other  equity securities of the Company.
Based  solely  on  the  Company's  review  of copies of such reports and written
representations  that  no other reports were required, the Company believes that
all  its  officers,  directors  and  greater  than ten percent beneficial owners
complied  with  all  filing  requirements  applicable  to  them  with respect to
transactions  during  the  fiscal  year  ended  March  31,  2000.

ITEM  10.  EXECUTIVE  COMPENSATION
The  following  table  sets forth information concerning the compensation of the
Company's  chief executive officer and each of the other executive officers (the
"Named  Officers")  for  services rendered in all capacities to the Company. The
Company  has  only  four  executive  officers.
SUMMARY  COMPENSATION  TABLE
<TABLE>
<CAPTION>


Annual  Compensation
Long-Term  Compensation

Name and Principal Position     Mark Blundell -   Chief Executive   & President
Fiscal Year Ended March 31,           1998              1999            2000
<S>                             <C>               <C>               <C>
Salary . . . . . . . . . . . .  $        150,000  $        150,000  $    150,000
Bonus. . . . . . . . . . . . .  $              0  $              0  $          0

Other Annual Compensation (1).  $         57,000  $         57,000  $       ,000

Securities underlying options.           450,000                 0       150,000
Restricted Stock Awards. . . .  $              0  $              0  $          0
All Other Compensation (2) . .  $          1,100  $          1,100  $     65,100
</TABLE>



No  other Executive or employee received total annual salary and bonus in excess
of  $100,000.
(1)     Reflects  a  non-accountable expense allowance of $4,000 per month,and a
car  allowance  of  $750  per  month.
(2)     Reflects  the  insurance  premium  paid  by  the  Company  for term life
insurance  and  the  cashless  exercise of options to purchase 397,000 shares of
Common  Stock

OPTION  GRANTS  IN  FISCAL  YEAR  ENDED  MARCH  31,  2000
The  following  table  sets  forth  all  grants of stock options made during the
fiscal  year ended March 31, 2000 pursuant to the Company's Stock Option Plan to
the  Named  Officers:
Individual  Grants:
Mark  A.  Blundell:     Option  to  purchase  100,000  shares of Common Stock at
$2.1875  per  share  granted  under  the Executive Stock Option Plan, vesting on
March  22,  2001  and  expiring  on  March  22,  2005.

Alizera  Faraji:          Option  to  purchase  75,000 shares of Common Stock at
$2.1875  per  share  granted  under  the Executive Stock Option Plan, vesting on
March  22,  2001  and  expiring  on  March  22,  2005.

Michael  Taylor:          Option  to  purchase  20,000 shares of Common Stock at
$2.1875  per  share  granted  under  the Executive Stock Option Plan, vesting on
March  22,  2001  and  expiring  on  March  22,  2005.

Daniel  Gordon:          Option  to  purchase  20,000  shares of Common Stock at
$2.1875  per  share  granted  under  the Executive Stock Option Plan, vesting on
March  22,  2001  and  expiring  on  March  22,  2005.

AGGREGATE  OPTION  EXERCISES  IN  FISCAL  YEAR ENDED MARCH 31, 2000 AND YEAR-END
OPTION  VALUES
The  following table sets forth information with respect to options exercised by
each  of  the Named Officers during the fiscal year ended March 31, 2000 and the
number  and  value  of  unexercised  options  as  of  March  31,  2000:

Number of Securities Underlying Unexercised Options at March 31, 2000 and Value
Of Unexercised  In-the-Money  Options  at  March  31,  2000(a)
<TABLE>
<CAPTION>



               Number of Securities Underlying Unexercised Options at March 31, 2000
               ---------------------------------------------------------------------

               Name                                Shares Acquired on Exercise
-------------  ---------------------------------------------------------------------
<S>            <C>
               Mark Blundell                                           427,600

               Value of Unexercised In-the-Money Options at March 31, 2000(a)
               ---------------------------------------------------------------

               Name                 Value Realized      Exercisable  Unexercisable  Exercisable   Unexercisable
               --------------------------------------------------------------  -----------  -------------  ----
<S>            <C>                          <C>          <C>            <C>           <C>
               Mark Blundell  $              60,000         287,555        100,000  $          0  $            0
</TABLE>



(a)     Based  on  the closing price of New Paradigm Software Corp. Common Stock
on  March  31,  2000  of  $0.31  as  reported  on  NASDAQ  Bulletin  Board.

EMPLOYMENT  CONTRACTS
The  Company  has  entered  into  employment  contracts  with  Mr.  Blundell.
The  employment  contract  contains  the  following  principal  features.
Mr.  Blundell: Term: Five years with a remaining term of approximately two years
(1994-1999);  Base  Salary:  $200,000 per annum (Mr. Blundell has waived $50,000
per  annum  of  this Base Salary (which is not being accrued) until such time as
the  Company would otherwise be able to report a pre-tax annual profit in excess
of  $75,000);  Allowances:  Mr.  Blundell  receives  a  non-accountable  expense
allowance  of  $4,000  per  month and a car allowance of $750 per month.  Common
Stock Award: Mr. Blundell received 26,667 shares of Common Stock. If the Company
achieves  at  least  $2.5  million  in sales in any period of twelve consecutive
months,  Mr. Blundell will be paid a bonus of $50,000. Mr. Blundell's employment
contract  provides that if such bonus target is achieved and such bonus paid, he
and the Company will negotiate a new bonus arrangement. Mr. Blundell is entitled
to  receive a death benefit of $1,000,000 payable to a beneficiary named by him.
The  Company  has  obtained  a  life  insurance policy to fund this benefit. Mr.
Blundell's  employment  agreement  will  renew  automatically  from year to year
unless  Mr.  Blundell or the Company gives notice of termination to the other on
or  before  May  1 of any year beginning in 1999.  In the event that the Company
terminates  the  contract  other  than for cause, or in the event of a change of
control or a sale of substantially all the assets of the Company, Mr Blundell is
entitled  to  receive  a  payment  equivalent  to  two year's benefits under the
contract.
Following  the  sale  of  Copernicus  to  VIE  Systems  Inc.,  Mr. Blundell, the
Company's  President  and Chief Executive Officer, gave formal written notice of
his  intention  to  exercise the termination right under his employment contract
since  this  represented  a  transfer  of  substantially  all  the assets of the
Company.  These  termination  rights provided for the payment to Mr. Blundell of
an  amount not less than $414,000.  As the Company was not in a position to make
such  a payment without seriously depleting the Company's limited cash reserves,
the compensation committee negotiated with Mr. Blundell to produce the following
settlement,  which  was  entered  into  on  November  13,  1997.
Mr.  Blundell  waived  his  entitlement  to  any  payment  in respect of the VIE
transaction  and  entered  into  new  three  year  employment contracts with the
Company  and  its  Delaware  subsidiary,  New  Paradigm  Acquisition I Co., Inc.
("NPAC")  at  the same aggregate base salary which provide a reduced termination
benefit  of  24  months  compensation in the event that his termination right is
triggered  again  by subsequent events.  Mr. Blundell has waived $50,000 of base
salary  for  fiscal  1998  and  until the Company reports a consolidated pre-tax
profit  of  not  less  than  $75,000.  In  view  of  the  fact  the  Company  is
contemplating  a  number of acquisitions of companies with revenues in excess of
$2.5  million,  the new contract provides that Mr. Blundell will not be entitled
to  receive  the bonus of $50,000 in the event that the Company's gross revenues
reach  $2.5  million  provided  in  his  previous  contract.
In  addition  the  change  of  control  clause, which gives Mr. Blundell certain
termination  rights  would be amended to apply only in the event that 40% of the
Company  were  to be acquired rather than 25% as at present.  In order to retain
Mr.  Blundell's services in seeking acquisitions NPAC entered into an employment
agreement  (as mentioned above) and a loan agreement providing for a loan to Mr.
Blundell  of  $114,000  at  an interest rate of 6%.   The loan will be repaid by
applying  60%  of  (i)  any future termination payment to Mr. Blundell; (ii) any
bonus or incentive payments; and (iii) any sales of Common Stock of New Paradigm
directly  or  beneficially  owned  by Mr. Blundell, including any Stock acquired
through  the  exercise  of  options.
The  directors  of the Company currently receive no fees. They are reimbursed by
the  Company for their direct costs for attending meetings. On December 8, 1993,
Mr.  Gordon  and  three  former directors were each granted, as remuneration for
service  on the Board of Directors, an option ("Directors' Options") to acquire,
at a price of $5.00 per unit, 10,000 units, each unit consisting of one share of
Common  Stock  and  one  warrant  to  purchase  one  share of Common Stock at an
exercise price of $6.00 per share ("1993 Warrant"). These options expireD on
November  1,  1998.  On April 26, 1995 Messrs. Blundell, Gordon and three former
directors were granted options under the Company's Stock Option Plan to purchase
5,333 shares of Common Stock each at an exercise price of $4.50 per share. These
options  became  exercisable  on April 26, 1996 and expire on April 26, 2005. On
November  30, 1995 Mr. Gordon and two former directors were each granted options
under  the Company's Stock Option Plan to purchase 10,000 shares of Common Stock
at an exercise price of $5.125 per share. Mr. Blundell was granted options under
the Company's Stock Option Plan to purchase 20,000 shares of Common Stock at the
same  exercise  price. These options become exercisable on November 30, 1996 and
expire  on  November 30, 2000. On April 24, 1996, Mr. Taylor was granted options
under  the Company's Stock Option Plan to purchase 10,000 shares of Common Stock
at  an  exercise  price of $5.125 per share. These options become exercisable on
April 24, 1997 and expire on April 24, 2001. On October 15, 1997, Messrs. Taylor
and  Gordon  were each granted 50,000 options to purchase shares of Common Stock
at an exercise price of $0.16 per share (the market price on the date of issue).
As  of January 1, 1998, Mr. Chalek was granted 50,000 options to purchase shares
of Common Stock at an exercise price of $0.25 per share (the market price on the
date  of  issue).

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table indicates the beneficial ownership of the Company's Common
Stock as of March 31, 2000, by (1) each of the directors, (2) each of the
Executive officers  of  the  Company,  (3)  all  directors,  and executive
officers of the Company  as  a  group  and (4) each person or entity which
beneficially owned in excess  of  five percent of the Common Stock, based
upon information supplied by each  of the directors, nominees, executive
officers and five percent beneficial owners:


<TABLE>
<CAPTION>

COMMON  STOCK
                                                                       Total  Number Percent  of
                                 Right to Sole     Right to Shared      Shares     Common Stock
Name of Beneficial                 Voting and         Voting and      Beneficially  Beneficially
Owner(a)                        Investment Power   Investment Power      Owned          Owned
<S>                             <C>                <C>                <C>           <C>
Mark Blundell. . . . . . . . .         653,765(b)         199,999(c)       853,764            14%
John Brann . . . . . . . . . .         219,332(d)         199,999(c)       419,331             4%
Matthew Fludgate . . . . . . .          75,508(e)                  0        25,508            (j)
Daniel Gordon. . . . . . . . .          45,333(f)                  0        45,333           (j)%
Lancer Holdings. . . . . . . .         157,199(g)                  0       157,166             3%
Midland Associates . . . . . .         619,999(h)                  0       619,999            13%
Michael Taylor . . . . . . . .          20,000(i)                  0        20,000            (j)
Morton Chalek. . . . . . . . .          10,000(k)                  0        10,000            (j)
Robert Trump . . . . . . . . .         350,000(l)         619,999(m)       969,999             8%
Rocco Cipriano . . . . . . . .         169,000(n)                          269,000(o)          6%
Ali Faraji . . . . . . . . . .         442,666(p)                          518,666(q)         10%
All Directors and Executive
 Officers of the Company as a
 group (a total of 4 persons).            888,098         199,999(s)     1,188,097            26%

</TABLE>





(a)     The  shares  of Common Stock beneficially owned by each person or by all
directors  and  executive  officers  as  a group, and the shares included in the
total  number  of  shares  of  Common  Stock  outstanding  used to determine the
percentage  of shares of Common Stock beneficially owned by each person and such
group,  have  been  adjusted  in accordance with Rule 13d-3 under the Securities
Exchange  Act  of 1934 to reflect the ownership of shares issuable upon exercise
of  outstanding  options,  warrants  or other common stock equivalents which are
exercisable  within  60  days. As provided in such Rule, such shares issuable to
any  holder  are deemed outstanding for the purpose of calculating such holder's
beneficial  ownership  but  not  any  other  holder's  beneficial  ownership.
(b)     Consists  of  (i)  459,767  shares of Common Stock, (ii) 5,333 shares of
Common  Stock  issuable  upon  exercise  of  warrants  issued  in a 1994 private
placement of the Company's securities (the "1994 Warrants"), (iii) 38,666 shares
of  Common  Stock  issuable upon exercise of options granted under the Company's
Stock  option  Plan  ("SOP")  that are currently exercisable, (iv) up to 149,999
shares  of  Common  Stock  underlying  stock options granted under the Executive
Stock  Option  Plan.
(c)     Represents the holdings of Lancer Holdings of which Mr. Blundell and Mr.
Brann are each 33% owners and directors and officers. Consists of 166,666 shares
of  Common  Stock  and  33,333  shares of Common Stock issuable upon exercise of
warrants  held  by  Lancer  (the  "MBA  Warrants").
(d)     Consists  of  (i)  26,667  shares  of Common Stock, (ii) 4,000 shares of
Common  Stock  issuable  upon  exercise of 1994 Warrants, (iii) 38,666 shares of
Common  Stock  issuable  upon exercise of options granted under the SOP that are
currently  exercisable  and (iv) up to 149,999 shares of Common Stock underlying
stock  options  granted  under  the  Executive  Stock  Option  Plan.
(e)     Consists  of  (i)  534  shares  of  Common  Stock, (ii)  1,307 shares of
Common  Stock  issuable  upon  exercise of 1994 Warrants, (iii) 23,667 shares of
Common  Stock  issuable  upon  the exercise of options granted under the SOP and
(iv)  50,000  shares  of Common Stock underlying stock options granted under the
Executive  Stock  Option  Plan.
(f)     Consists  of  (i)  10,000  shares  of  Common Stock and 10,000 shares of
Common  Stock  underlying  1993  Warrants  issuable  upon exercise of Directors'
Options granted in 1993 to non-employee directors of the Company and (ii) 25,333
shares  of Common Stock issuable upon exercise of options granted under the SOP.
(g)     Consists  of  157,166  shares  of  Common  Stock.
(h)     Consists  of 439,999 shares of Common Stock and 180,000 shares of Common
Stock issuable upon exercise of warrants. These securities were previously owned
by  Management  Technologies, Inc. ("MTI") and transferred to Midland Associates
in  satisfaction  of  a  loan  to  MTI  by  Midland  Associates.
(i)     Consists  of  20,000  shares  of  Common Stock issuable upon exercise of
options  granted  under  the  SOP.
(j)     Less  than  1%.
(k)     Consists  of  10,000  shares  of  Common Stock issuable upon exercise of
options  granted  under  the  SOP
(l)     Consists of (i) 200,000 shares of Common Stock issuable upon exercise of
1994  Warrants  (ii)  150,000  shares  of Common Stock issuable upon exercise of
warrants  having  an  exercise price of $2.00 per share issued by the Company in
connection  with  a loan by Mr. Trump that was subsequently cancelled as partial
consideration  for  issuance  of  the  Series  C Redeemable Preferred Stock (the
"Trump  Warrants").
(m)     Represents  the  holdings  of  Midland  Associates.  Consists  of  the
securities  listed  in  note  h  above.
(n)     Represents  169,000  shares  of  Common  Stock.
(o)     Represents  (1) 169,000 shares of Common Stock and (2) 100,000 shares of
Common  Stock  issuable  upon  exercise  of  options.
(p)     Represents  442,666  shares  of  Common  Stock.
(q)     Represents  (1)  442,666 shares of Common Stock and (2) 76,000 shares of
Common  Stock  issuable  upon  exercise  of  options.

There  was  no  Preferred  Stock  issued  and  outstanding as of March 31, 2000.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
GENERAL
The  following  is  a  discussion  of  certain  transactions entered into by the
Company  with officers, directors, security holders and affiliates thereof.  The
Company  believes that the terms of these transactions were no less favorable to
the  Company than would have been obtained from a non-affiliated third party for
similar  transactions  at  the  time  of  entering  into  such  transactions.
The  Company  has  adopted  a  policy whereby any future transactions, including
loans,  between  the Company and its directors, officers, principal shareholders
and  other  affiliates,  will  be on terms no less favorable to the Company than
could  be  obtained  from unaffiliated third persons on an arm's-length basis at
the time that the transaction was entered into and will be reviewed and approved
by  a majority of the Company's directors, including a majority of the Company's
independent  disinterested  directors.
OTHER  TRANSACTIONS
On  September  1,  1995  the  Company  entered  into  a consulting contract with
Corporate  Growth  Services,  a corporation owned by Mr. Gordon, Chairman of the
Board  of  Directors. Corporate Growth Services provides small development stage
companies  with management consulting. Under the terms of the contract Corporate
Growth Services receives a consulting fee of $2,000 per month over and above any
fees  Mr.  Gordon  receives for attending meetings of the Board of Directors. In
view of the Company's financial position Corporate Growth Services has agreed to
waive  these fees until further notice.  In the fiscal year ended March 31, 1998
Corporate  Growth  Services received $24,000 in such fees and in the fiscal year
ended  March  31,  1999,  $0
LOAN  FROM  MR.  ROBERT  TRUMP
In  early  January 1997, in order to continue operating, the Company solicited a
$150,000  loan  from  Mr.  Robert Trump, which was received on January 16, 1997.
The  principal  terms  of  this  loan  were  as  follows:
Advance:     $150,000.
Term:          6  months  (to  expire  July  14th,  1997).
Interest  Rate:     To  be  paid  in  warrants,  see  below.
Warrants:     150,000  three-year  warrants  with an exercise price of $2.00 per
          share,  in  lieu  of  interest.

Other  terms:     The  180,000  Midland Warrants, held by Midland Associates, an
affiliate  of  Mr.               Trump, were amended as follows:  The expiration
date was changed from                    August 11, 1998 to January 16, 2002 and
the  exercise  price  reduced  from $3.75 to               $2.00 per share.  The
exercise  price on 25,000 of the Midland warrants was reduced to $1.00.  Midland
exercised these warrants to acquire 25,000 shares of common stock in September
of 1999.
SERIES  C  REDEEMABLE  PREFERRED  STOCK
On  March  13,  1997,  Mr.  Robert Trump agreed to advance the Company a further
$50,000  which the Company urgently required in order to continue its operations
and  meet  its  payroll obligations.  The earlier $150,000 advance and the March
13, 1997 $50,000 advance were combined into $200,000 to be used to subscribe for
800,000 shares of Series C Redeemable Preferred Stock, $0.01 par value, with the
following  principal  terms:
Each  Series C Redeemable Preferred Share has four (4) votes on any matter to be
put  to  a  vote  of  the  Company's  shareholders.
The  Series C Redeemable Preferred Stock can be redeemed at the Company's option
at  any  time  upon  payment  of  $200,000.
The  Series  C Redeemable Preferred Stock can be redeemed at the holder's option
following any investment in the Company or a sale of any of the Company's assets
where  the  proceeds  are $2,000,000 or more.  The Series C Redeemable Preferred
Stock will have preference in the event of any liquidation of the Company to the
extent  of  $200,000.
The  Series  C  Redeemable  Preferred Stock was redeemed by the Company from the
proceeds  of  the  sale  of  COPERNICUS.


<PAGE>

                                     PART IV

ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENTS  AND  REPORTS  ON  FORM  8-K

A.  Exhibits

3.1     Restated  Certificate  of  Incorporation of the Company, as amended by a
Certificate of Amendment dated August 14, 1995 and as corrected by a Certificate
of  Corrections dated August 24, 1995 (incorporated by reference to Exhibit 2 to
Form  10-QSB  for  the  Quarterly Period ended June 30, 1995 "the June 1995 Form
10-QSB"))
3.1.1     Certificate  of Designation establishing Series C Redeemable Preferred
Stock
3.2     By-laws  of  the  Company  (incorporated  by reference to Exhibit 3.2 to
Amendment  No. 1 to the Registration Statement on Form SB-2 (File No. 33-92988NY
(the  "Registration  Statement")).
4.1     Form  of  Warrant  Agreement  between  the Company and Continental Stock
Transfer  &  Trust  Company  (incorporated by reference to Exhibit 4 to the June
1995  Form  10-QSB)
4.2     Form of Representative's Warrant Agreement (incorporated by reference to
Exhibit  4.2  to  Amendment  No.  1  to  the  Registration  Statement).
4.3     Form  of  1993  Warrant  (incorporated  by  reference  to Exhibit 4.3 to
Amendment  No.  1  to  the  Registration  Statement).
4.4     Letter dated December 8, 1993 from the Company to Barrington J. Fludgate
granting Directors Options to purchase shares of Common Stock and 1993 Warrants.
Substantially identical grants were made to Anthony J. Cataldo, Daniel A. Gordon
and  Jeff  Kahn  (incorporated by reference to Exhibit 4.4 Amendment to No. 1 to
the  Registration  Statement).
4.5     Form  of  1994  Warrant  (incorporated  by  reference  to Exhibit 4.5 to
Amendment  No.  1  to  the  Registration  Statement).
4.6     Form  of  1995  Warrant  (incorporated  by  reference  to Exhibit 4.6 to
Amendment  No.  1  to  the  Registration  Statement).
4.7     Form of Lancer Warrant. (incorporated by reference to Exhibit 4.7 to the
Registration  Statement).
4.8     Form  of  Financial  Advisory  and Investment Banking Agreement with the
Representative  (incorporated  by reference to Exhibit 4.8 to Amendment No. 3 to
the  Registration  Statement).
4.9     Form of Midland Warrant (incorporated by reference to Exhibit 4.9 to the
Registration  Statement).
4.10     Form  of  Agreement  between  the  Company  and  Josephthal Lyon & Ross
incorporated  regarding  termination  of  certain  warrants  (incorporated  by
reference  to  Exhibit  4.10  to Amendment No. 2 to the Registration Statement).
4.11     Option  Agreement  dated  October  9,  1995 between the Company and the
Electric Magic Company (incorporated herein by reference to Exhibit 4.11 to Form
10-QSB  for  the  Quarterly Period ended September 30, 1995 (the "September 1995
Form  10-QSB")).
4.12     Warrant issued to Omotsu Holdings Limited (incorporated by reference to
Exhibit  4.12  to  the  September  1995  Form  10-QSB).
10.1.1     Blundell  Employment  Contract, as amended (incorporated by reference
to  Exhibit  10.1.1  to  the  Registration  Statement).
10.1.2     Brann  Employment  Contract, as amended (incorporated by reference to
Exhibit  10.1.2  to  the  Registration  Statement).
10.1.3     Caltabiano Employment Contract, as amended (incorporated by reference
to  Exhibit  10.1.3  to  the  Registration  Statement).
10.2     MBA  Rights  Purchase  Agreement  dated March 22, 1995 (incorporated by
reference  to  Exhibit  10.2  to  the  Registration  Statement).
10.3     Voting  Trust  Agreement  (incorporated by reference to Exhibit 10.3 to
Amendment  No.  1  to  the  Registration  Statement).
10.4     MTI  Settlement  Agreement  dated  as  of May 26, 1995 (incorporated by
reference  to  Exhibit  10.4  to  the  Registration  Statement).
10.5.1     Paxcell,  Inc.  Distribution  Agreement  dated  March  31,  1994
(incorporated  by  reference  to  Exhibit 10.5.1 to the Registration Statement).
10.5.2     Rivergate  Systems,  Inc.  Distribution Agreement dated June 23, 1994
(incorporated  by  reference  to  Exhibit 10.5.2 to the Registration Statement).
10.5.3     New  Venture  Technologies  Distribution  Agreement dated January 11,
1995  (incorporated  by  reference  to  Exhibit 10.5.3 to Amendment No. 1 to the
Registration  Statement).
10.6.1     Financial  Performance  Corporation  Value-Added  Reseller  Agreement
dated  April  29,  1994  (incorporated  by  reference  to  Exhibit 10.6.1 to the
Registration  Statement).
10.6.2     Benson  Software  Systems,  Inc. Value-Added Reseller Agreement dated
October  25,  1994  (incorporated  by  reference  to  Exhibit  10.6.2  to  the
Registration  Statement).
10.6.3     Praxis  Value-Added  Reseller  Agreement  dated  January  9,  1995
(incorporated  by  reference  to  Exhibit 10.6.3 to the Registration Statement).
10.7     Novell  Inc.  Co-Marketing  Letter  Agreement  dated  December  2, 1994
(incorporated  by  reference  to  Exhibit  10.7  to the Registration Statement).
10.8     Publicitas  Letter  Agreement  dated  January 31, 1995 (incorporated by
reference  to  Exhibit  10.8  to  the  Registration  Statement).
10.9     Stock  Option Plan of the Company (incorporated by reference to Exhibit
10.9  to  the  Registration  Statement).
10.10     Accounts  Receivable  Purchase  and Sale Agreement between the Company
and  MTB  Bank (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to
the  Registration  Statement).
10.11     Software  License Agreement dated May 31, 1995 between the Company and
Marriott  International,  Inc.  (incorporated  by  reference to Exhibit 10.11 to
Amendment  No.  1  to  the  Registration  Statement).
10.13     Marriott  Acceptance  Certificate, dated June 8, 1995 (incorporated by
reference  to  Exhibit  10.13 to Amendment No. 2 to the Registration Statement).
10.14     Agreement dated October 9, 1995 between the Company and Electric Magic
Company  (incorporated  by reference to Exhibit 10.14 to the September 1995 Form
10-QSB).
10.15     Agreement  dated  October  31,  1995  between  the Company and Camelot
Corporation  (incorporated  by  reference to Exhibit 10.15 to the September 1995
Form  10-QSB).
10.16     Note  issued by the Company to Mr. Robert Trump dated January 15, 1997
(incorporated  by  reference  to  Form  8-K  filed  January  16,  1997).
10.18     Lease  dated October 31, 1997 between the Company and GoAmerica Tours,
Inc.  (incorporated  by reference to Exhibit 10.18 to the December 31, 1996 Form
10-QSB).
10.19     Agreement  dated  as  of  April 1, 1997 between the Company and Custom
Information  Systems,  Inc.  (incorporated by reference to Form 8-K filed May 2,
1997)
10.20     Letter  Agreement dated March 19, 1997 between the Company and Level 8
Systems,  Inc.
10.21     Agreements  dated  as  of  May  9,  1997  between  the Company and VIE
Systems,  Inc.  (incorporated  by  reference  to  Form  8K  filed  May 16, 1997)
10.22     Agreement  dated  December  18,  1996  between  the  Company  and
International  Business  Machines,  Inc.  ("IBM")  (incorporated by reference to
Exhibit  10.22  to  the  March  31,  1997  Form  10-KSB/A).
11     Statement  re:  computation  of  per  share  earnings  (losses)
24     Power  of  Attorney.
99     Financial  data  schedule


B.  Reports  on  Form  8-K

     The  following reports have been filed on Form 8-K during the quarter ended
March  31,  2000:

<PAGE>


                                   SIGNATURES

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.

                                                  NEW  PARADIGM  SOFTWARE  CORP.
                                                  (Registrant)



Date:     June  29,  2000                   /s/  Mark  Blundell
                                            -------------------
                                                  Mark  Blundell
                                            President  &
                                            Chief  Executive  Officer

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.

<TABLE>
<CAPTION>

<S>                       <C>                                                                            <C>
Signature                 Title                                                                           Date
----------------------------------------------------------------------------------------------------------------------------
 /s/Mark Blundell
-------------------
Mark Blundell              Chief Executive Officer  and President (principal executive officer,          June 29, 2000
                           principal financial officer and principal accounting officer)
-----------------------------------------------------------------------------------------------------------------------------------
/s/Daniel A. Gordon
Daniel A. Gordo            Chairman of the Board of Directors. . . . . . . . . . . . . . . . . . . . . .  June 29, 2000
-----------------------------------------------------------------------------------------------------------------------------------
/s/Rocco Cipriano
Rocco Cipriano. . . . . .  Director                                                                       June 29, 2000
-----------------------------------------------------------------------------------------------------------------------------------
/s/ Michael Taylor
Michael Taylor             Secretary  and  Director                                                       June  29,  2000

</TABLE>

24






                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                              FINANCIAL STATEMENTS

                       YEARS ENDED MARCH 31, 2000 AND 1999

<PAGE>
                  NEW PARADIGM SOFTWARE CORP.  AND SUBSIDIARIES

                              FINANCIAL STATEMENTS

                       YEARS ENDED MARCH 31, 2000 AND 1999









                                TABLE OF CONTENTS
                                -----------------




<TABLE>
<CAPTION>



                                                   Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'    1
<S>                                                  <C>
CONSOLIDATED FINANCIAL STATEMENTS
    Balance Sheet . . . . . . . . . . . . . . . . .       2
    Statements of Operations. . . . . . . . . . . .       3
    Statements of Shareholders' Deficiency. . . . .       4
    Statements of Cash Flows. . . . . . . . . . . .       5
    Notes to Consolidated Financial Statements. . .  6 - 19
</TABLE>







                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------




New  Paradigm  Software  Corp.  and  Subsidiaries
New  York,  New  York

We  have  audited  the  accompanying  consolidated balance sheet of New Paradigm
Software  Corp.  and  Subsidiaries  as  of  March  31,  2000,  and  the  related
consolidated  statements  of operations, shareholders' deficiency and cash flows
for  the  years  ended March 31, 2000 and 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  audits.

We  conducted  our  audits  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  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of New Paradigm
Software  Corp.  and  Subsidiaries  at  March 31, 2000, and the results of their
operations  and their cash flows for the years ended March 31, 2000 and 1999, in
conformity  with  generally  accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
that  the Company will continue as a going concern.  As disclosed in Note 1, the
Company has incurred significant operating losses since its inception and has an
accumulated deficit.  The conditions raise substantial doubt about the Company's
ability  to  continue as a going concern.  Management's plans in regard to these
maters  are described in Note 1.  These consolidated financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

/s/ Goldstein & Morris
Goldstein & Morris

June  22,  2000

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2000


<TABLE>
<CAPTION>



ASSETS
------


Current assets

<S>                                                                    <C>
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .  $   288,467

   Accounts receivable less allowance for doubtful accounts . . . . .    1,157,808

   Prepaid expenses and other current assets. . . . . . . . . . . . .       18,176
                                                                       ------------


                     Total current assets . . . . . . . . . . . . . .    1,464,451

Property and equipment, net of accumulated depreciation and

   amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .      178,933

Note receivable from Officer/Shareholder. . . . . . . . . . . . . . .      131,414

Goodwill, net of amortization . . . . . . . . . . . . . . . . . . . .      403,129

Security deposits . . . . . . . . . . . . . . . . . . . . . . . . . .       21,000
                                                                       ------------



                                                                       $ 2,198,927
                                                                       ============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
---------------------------------------------------------------------

Current liabilities

    Accounts payable and accrued expenses . . . . . . . . . . . . . .  $ 1,748,914

    Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . .       95,000

    Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . .      363,319
                                                                       ------------


                     Total current liabilities. . . . . . . . . . . .    2,207,233
                                                                       ------------



Shareholders' Deficiency

      Preferred stock, $.01 par value - shares authorized-10,000,000:

      Series A shares authorized - 1,000,000; none issued and

        outstanding . . . . . . . . . . . . . . . . . . . . . . . . .            -

      Series B shares authorized 2,000,000; none issued and

         outstanding. . . . . . . . . . . . . . . . . . . . . . . . .            -

      Series C shares authorized 800,000; none issued and

         outstanding. . . . . . . . . . . . . . . . . . . . . . . . .            -

      Common stock, $.01 par value-shares authorized 50,000,000;

         issued and outstanding 4,624,297 . . . . . . . . . . . . . .       46,243

      Additional paid-in capital. . . . . . . . . . . . . . . . . . .    9,637,962

      Accumulated deficit . . . . . . . . . . . . . . . . . . . . . .   (9,692,511)
                                                                       ------------


                  Total Shareholders' deficiency. . . . . . . . . . .       (8,306)
                                                                       ------------


                                                                       $ 2,198,927
                                                                       ============




See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>


                                          -2-

<PAGE>
                      NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                         CONSOLIDATED STATEMENTS OF OPERATIONS

                          YEARS ENDED MARCH 31, 2000 AND 1999




                                                                  2000         1999
                                                               -----------  -----------

<S>                                                            <C>          <C>
Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . .  $6,208,792   $2,749,372

Cost of Revenues. . . . . . . . . . . . . . . . . . . . . . .   4,545,693    1,741,183
                                                               -----------  -----------


   Gross profit . . . . . . . . . . . . . . . . . . . . . . .   1,663,099    1,008,189
                                                               -----------  -----------


Operating expenses

   Salaries and employee benefits . . . . . . . . . . . . . .   1,237,858      740,852

   Selling, general and administrative. . . . . . . . . . . .     761,140      723,508

   Depreciation and amortization. . . . . . . . . . . . . . .      96,885       87,932
                                                               -----------  -----------


                                                                2,095,883    1,552,292
                                                               -----------  -----------


Loss from operations. . . . . . . . . . . . . . . . . . . . .    (432,784)    (544,103)
                                                               -----------  -----------


Other income (expense)

   Interest income. . . . . . . . . . . . . . . . . . . . . .       9,119        7,794

   Interest expense . . . . . . . . . . . . . . . . . . . . .      (4,911)      (2,027)

   Gain from reduction of liability . . . . . . . . . . . . .           -       26,000
                                                               -----------  -----------


                                                                    4,208       31,767
                                                               -----------  -----------



Loss from continuing operations . . . . . . . . . . . . . . .    (428,576)    (512,336)

Loss from discontinued operations . . . . . . . . . . . . . .           -      (60,139)
                                                               -----------  -----------


Net income (loss) . . . . . . . . . . . . . . . . . . . . . .  $ (428,576)  $ (572,475)
                                                               ===========  ===========


Basic and diluted per share data

   Loss from continuing operations. . . . . . . . . . . . . .  $    (0.11)  $    (0.19)

   Loss share from discontinued operations. . . . . . . . . .           -        (0.02)
                                                               -----------  -----------


   Net income (loss) per common share . . . . . . . . . . . .  $    (0.11)  $    (0.21)
                                                               ===========  ===========


   Basic and diluted weighted average common shares
     outstanding. . . . . . . . . . . . . . . . . . . . . . .   3,832,074    2,718,396
                                                               ===========  ===========







See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>


                                                               -3-

<PAGE>
                                           NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY

                                               YEARS ENDED MARCH 31, 2000 AND 1999







                                                                                                                   Sharegolders'

                                                                                          Additional   Accumulated     Equity
                                                                Shares      Par Value      Paid-In      Deficit     (Deficiency)
                                                              -----------  ------------  -----------  ------------  -------------

<S>                                                           <C>          <C>           <C>          <C>           <C>
Balance, April 1, 1998 . . . . . . . . . . . . . . . . . . .    2,451,729  $     24,517  $9,150,209   $(8,691,459)  $    483,267

Issuance of Common stock for acquisition . . . . . . . . . .      250,000         2,500      72,500             -         75,000

Issuance of common stock for settlement

  of note payable. . . . . . . . . . . . . . . . . . . . . .      200,000         2,000      22,000             -         24,000

Net loss for the year. . . . . . . . . . . . . . . . . . . .            -             -           -      (572,476)      (572,476)
                                                              -----------  ------------  -----------  ------------  -------------



Balance, March 31, 1999. . . . . . . . . . . . . . . . . . .    2,901,729        29,017   9,244,709    (9,263,935)         9,791



Conversion of Preferred D Stock to Common. . . . . . . . . .      850,000         8,500      (8,500)            -              -

Issuance of common stock for acquisition . . . . . . . . . .      159,286         1,593     117,914             -        119,507

Issuance of common stock for cash. . . . . . . . . . . . . .      225,000         2,250     122,750             -        125,000

Issuance of common stock upon exercise

  of stock options . . . . . . . . . . . . . . . . . . . . .      427,600         4,276      64,140             -         68,416

Issuance of common stock for services

   rendered. . . . . . . . . . . . . . . . . . . . . . . . .       60,682           607      96,949             -         97,556

Net loss for the year. . . . . . . . . . . . . . . . . . . .            -             -           -      (428,576)      (428,576)
                                                              -----------  ------------  -----------  ------------  -------------





Balance, March 31, 2000. . . . . . . . . . . . . . . . . . .  $ 4,624,297  $     46,243  $9,637,962   $(9,692,511)  $     (8,306)
                                                              ===========  ============  ===========  ============  =============


See accompanying notes to consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>


           -4-

<PAGE>
                      NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                           YEARS ENDED MARCH 31, 2000 AND 1999




<S>                                                              <C>        <C>

Cash flows from operating activities:                                2000        1999
                                                                  ----------  ----------

Net loss                                                          $(428,576)  $(572,475)

Adjustments to reconcile to net cash used in operating

activities:

Depreciation and amortization                                       96,885      87,932

Provision for bad debts                                             25,000      20,000

Gain from reduction of liability                                      -        (26,000)

Loss from discontinued operation                                      -         60,139

Non cash compensation                                              161,172        -

Noncash interest expense                                              -         2,027

Noncash revenue                                                    (30,000)

Increases (decreases) in cash flows used in operating activities

resulting from changes in:

Accounts receivable                                               (623,904)   (307,353)

Note receivable from officer/shareholder                           (7,439)     (6,840)

Prepaid expenses and other current assets                           18,863     (5,619)

Other assets                                                          -        (21,000)

Accounts payable and accrued expenses                              727,341     316,638

Deferred revenue                                                   (8,873)     372,192
                                                                  ----------  ----------


Net cash used in operating activities                              (69,531)    (80,361)
                                                                  ----------  ----------

Cash flows from investment activities:

Acquisition of property and equipment                             (111,522)    (63,278)

Principal receipts on note receivable                                 -        187,300

Cash acquired upon acquisition                                      9,994       84,770
                                                                  ----------  ----------


Net cash provided by (used in)  investing activities              (101,528)    208,792
                                                                  ----------  ----------

Cash flows from financing activities:

Issuance of common stock                                           125,000        -

Repayment of debt                                                  (5,000)        -
                                                                  ----------  ----------


Net cash provided by financing activities                          120,000        -
                                                                  ----------  ----------


Net increase (decrease) in cash and cash equivalents               (51,059)    128,431


Cash and cash equivalents, beginning of year                       339,526     211,095
                                                                  ----------  ----------


Cash and cash equivalents, end of year                             $288,467    $339,526
                                                                  ==========  ==========




See accompanying notes to consolidated financial statements.
</TABLE>


                                       -5-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION  AND  SUMMARY  OF  ACCOUNTING  POLICIES
     ----------------------------------------------------

Organization  and  Business
---------------------------

New  Paradigm Software Corp. (The "Company") a New York Corporation, was founded
in  July  1993 and commenced operations on November 1, 1993.  The Company trades
through  its wholly owned operating subsidiaries, New Paradigm Advertising, Inc.
("NPA")  formerly  SKC  Advertising,  Inc.,  an  advertising  agency, GMG Public
Relations,  Inc.  ("GMG"), a public relations firm, and New Paradigm Inter-Link,
Inc.  ("NPIL")  a  research  and  development  firm  in the business of creating
commercial  applications  for  the  Internet.

Basis  of  Presentation
-----------------------

The  accompanying  consolidated  financial  statements have been prepared on the
basis  that the Company will continue as a going concern, which contemplates the
realization  of  assets and the satisfaction of liabilities in the normal course
of  business.  The  Company  has  incurred  significant  operating  losses since
inception  and  has  an  accumulated deficit at March 31, 2000.  As discussed in
Note  12 the Company disposed of its COPERNICUS and EDI businesses.  General and
administrative  expenses,  employee  costs,  professional  fees  and  occupancy
expenses  from  continuing  operations will be incurred which, in the absence of
significant  income  from new operations, will produce continuing net losses and
an increase in accumulated deficit annually.  Although there can be no assurance
of  its success, management intends to continue to develop its Internet business
and advertising business and also intends to seek acquisitions of other business
and  pursue  combinations  with  other  businesses  in  related  fields.  The
consolidated  financial  statements  do  not  include any adjustments that might
result  fro  the  outcome  of  this  uncertainty.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries, NPIL, NPA and GMG.   All material intercompany
accounts  and  transactions  are  eliminated.

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

Cash  equivalents  are comprised of highly liquid debt instruments with original
maturities  of  three  months  or  less,  principally  money  market  accounts.

Property,  Equipment  and  Depreciation
---------------------------------------

Property  and  equipment  are  stated  at  cost.  Depreciation is computed using
accelerated  methods,  which  approximate  the  straight-line  method,  over the
estimated  useful  lives of the assets, ranging from 5-7 years for financial and
tax  reporting  purposes.

Goodwill
--------

The  Company's  goodwill  arose  from  the  purchase  of net assets, see Note 2.
Goodwill  is  amortized  over  a fifteen-year period utilizing the straight-line
method.

Concentrations  of  Credit  Risk
--------------------------------

The  Company's  cash balances, which are maintained in various banks are insured
up  to $100,000 for each bank by the Federal Deposit Insurance Corporation.  The
balances  at  times,  may  exceed  these  limits.

                                       -6-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

1.  ORGANIZATION  AND  SUMMARY  OF  ACCOUNTING  POLICIES  (continued)
    ----------------------------------------------------------------

Revenue  Recognition
--------------------

Revenue from Internet products is recognized upon delivery to the customer.  The
Company's  contracts  with  its  customers  provide  for  payment  to be made on
specific  schedules, which may differ from the timing of recognition of revenue.
Customer advances are recorded as cash payments received in advance of delivery.

Maintenance fees are recognized proportionately over the term of the maintenance
agreement.  Customer  service  fees  charged  to  customers  for  installation,
configuration  and modification of standard software to customer specifications.
Revenue  is  recorded  as  work  is  performed  under  the relevant arrangement.

Advertising  revenues  are  derived  from  commissions  for  placement  of
advertisements in various media and from fees for staffing and for production of
advertisements  and  marketing  projects.  Revenue  is generally recognized when
billed.  Billings  are primarily rendered upon presentation date for media, when
staff  is  used,  when  costs  are  incurred or printed production is completed.

Use  of  Estimates
------------------

The  preparation  of  the  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

Fair  Value  of  Financial  Instruments
---------------------------------------

The  carrying  amounts  of cash and cash equivalents, accounts receivable, other
receivables,  loans, accounts payable and redeemable preferred stock approximate
fair  value  because  of  the  short  maturity  of  these  items.

Stock-Based  Compensation
-------------------------

The  Company  has  elected  to follow Accounting Principles Board Opinion No. 25
("APB  No.  25"),  "Accounting  for  Stock  Issued  to  Employees,"  and related
interpretations in accounting for its employee stock options.  Under APB No. 25,
because  the exercise price of employee stock options equals the market price of
the  underlying stock on the date of grant, no compensation expense is recorded.
The Company has elected the disclosure-only provisions of Statement of Financial
Accounting  Standards  No.  123,  "Accounting  for  Stock-Based  Compensation."

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

Income  taxes  are  computed  in  accordance with the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS NO.
109"),  which  requires, among other things, a liability approach to calculating
deferred  income  taxes.  SFAS  No. 109 requires a company to recognize deferred
tax liabilities and assets for the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and the amounts used for income tax purposes.  Deferred tax
assets  must  be  reduced  by  a  valuation  allowance to amounts expected to be
realized.



                                       -7-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)





1.  ORGANIZATION  AND  SUMMARY  OF  ACCOUNTING  POLICIES  (continued)
    ----------------------------------------------------------------

Net  Income  (Loss)  Per  Common  Share
---------------------------------------

Net  income (loss) per common share was calculated by dividing net income by the
weighted  average  number of common shares outstanding during the year.  Diluted
earnings  per  share  was  calculated  by  dividing net income by the sum of the
weighted  average number of common shares outstanding plus all additional common
shares  that  would  have been outstanding if potentially dilutive common shares
had  been  issued.


2.  ACQUISITIONS
    ------------

On  April  1, 1998 the Company through its wholly owned subsidiary NPA purchased
certain  assets  and  assumed  certain  liabilities  related  to the advertising
business  of  Kapelus  &  Cipriano,  Inc. trading as Schoen, Kapelus & Cipriano,
("SKC")  for  250,000 common shares valued at $75,000.  The business combination
was  accounted for as a purchase and, accordingly, SKC's results are included in
the  consolidated  financial  statements  since  the  date  of acquisition.  The
purchase  price,  which  was  financed through the issuance of common stock, has
been  allocated  to  the  assets of SKC, based upon their respective fair market
values.  The  value of the assumed liabilities exceeds the value of the acquired
assets  by  approximately  $210,000.Accordingly,  $210,000  was  recognized  as
goodwill  and  is  being  amortized  over  15  years.

In addition, pursuant to the buyout agreement, the Company will be paying to the
principals  of SKC in each of the next three years an amount equal to 16.667% of
the  net  revenue  of SKC (as defined in the buyout agreement) commencing on the
closing  date  and ending on the third anniversary of the closing date, less one
sixth of the net liabilities (as defined in the closing agreement).  Such buyout
payment  shall be made at 8.334% of the net revenue of SKC less one sixth of the
net liabilities paid in cash and 8.333% of the net revenue of SKC paid in shares
of  the  Company's  common  stock.

On  July  1,  1999 the Company through its wholly owned subsidiary NPA purchased
certain  assets  and  assumed  certain  liabilities  related  to the advertising
business of Sutton and Partners, Inc. ("S&P") for 50,000 common shares valued at
$75,000.  The  business  combination  was  accounted  for  as  a  purchase  and,
accordingly,  Sutton and Partners, Inc. results are included in the consolidated
financial  statements  since the date of acquisition.  The purchase price, which
was  financed  through  the  issuance of common stock, has been allocated to the
assets  of S&P, based upon their respective fair market values. The value of the
assumed  liabilities  exceeds  the value of the acquired assets by approximately
$152,000.Accordingly, $152,000 was recognized as goodwill and is being amortized
over  15  years.

In addition, pursuant to the buyout agreement, the Company will be paying to the
principals  of S&P in each of the next three years an amount equal to 25% of the
net  revenue  of S&P (as defined in the buyout agreement) commencing on June 30,
2000  and ending on the third anniversary of the closing date, less one third of
the  net liabilities (as defined in the closing agreement).  Such buyout payment
shall  be  made  at  12.5%  of  the net revenue of S&P less one third of the net
liabilities  paid  in cash and 12.5% of the net revenue of S&P paid in shares of
the  Company's  common  stock.






                                       -8-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)




2.  ACQUISITIONS  (continued)
    ------------------------

     On  January 1, 2000 the Company through a wholly owned subsidiary purchased
certain  assets related to the public relations business, including the right to
the  seller's  name,  of  GMG  Public  Relations, Inc. ("GMG") for 20,000 common
shares  valued  at  $14,000.  The  business  combination  was accounted for as a
purchase  and,  accordingly,  GMG's results are included in the     consolidated
financial  statements  since the date of acquisition.  The purchase price, which
was  financed  through  the  issuance of common stock, has been allocated to the
assets  of  GMG,  based  upon  their  respective  fair  market  values.

     In  addition, pursuant to the buyout agreement, the Company will be paying,
to  the  principal  of  GMG  in each of the next three years, an amount equal to
33.33%  of the asset value in shares of the Company's common stock commencing on
September  30,  2000  and  ending  on  September  30,  2002.

     Additionally in each of the three years commencing on December 31, 2000 and
ending  on  December  31,  2002 (as defined in the buyout agreement) the Company
will  pay  one third of the cash acquired and on December 31, 2002 16.66% of the
net  revenue  of  GMG  in  cash  and  the Company will pay     33.33% of the net
revenue  of  GMG,  except  for December 31, 2002 when only 16.66% shall be paid,
in  the  Company's  common  stock.

In  connection  with  the  S&P  and  GMG  purchases,  the  assets  acquired  and
liabilities  assumed  are  as  follows:
<TABLE>
<CAPTION>




                                          GMG       S&P
                                        -------  ---------

<S>                                     <C>      <C>
Tangible assets acquired at fair value  $14,000  $ 15,000

Goodwill . . . . . . . . . . . . . . .        -   152,000

Liabilities assumed at fair value. . .        -   (92,000)
                                        -------  ---------


          Total purchase price . . . .  $14,000  $ 75,000
                                        =======  =========
</TABLE>



The following pro forma consolidated results of operations have been prepared as
if  the  acquisition  of  S&P and GMG had occurred as of the beginning of fiscal
1999:
<TABLE>
<CAPTION>





                                                March 31, 2000    March 31, 1999
<S>                                            <C>               <C>
                                                    (Unaudited)       (Unaudited)
                                               ----------------  ----------------

Net sales . . . . . . . . . . . . . . . . . .  $     6,430,000   $     3,326,000

Net loss from continuing operations . . . . .         (412,000)         (557,000)

Net loss per share from continuing operations            (0.11)            (0.20)


</TABLE>



The  pro  forma  consolidated results do not purport to be indicative of results
that  would  have  occurred  had  the  acquisition been in effect for the period
presented,  nor  do  they  purport  to be indicative of the results that will be
obtained  in  the  future.





                                       -9-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


3.   PROPERTY  AND  EQUIPMENT
     ------------------------

Property  and  equipment  consists  of  the  following  as  of  March  31, 2000:
<TABLE>
<CAPTION>





Computer equipment                               $284,214

<S>                                              <C>
Software. . . . . . . . . . . . . . . . . . . .   154,329

Furniture and fixtures. . . . . . . . . . . . .   148,887
                                                 --------


                                                  587,430

Less: Accumulated depreciation and amortization   408,497
                                                 --------


                                                 $178,933
                                                 ========
</TABLE>





4.  GAIN  FROM  REDUCTION  OF  LIABILITY
    ------------------------------------

The  Company  had  an  outstanding  liability  of $461,999 payable to its former
corporate  counsel.  The  Company  has  disputed the amount of this balance with
such  counsel  and  estimates  the  liability  will  be settled for an amount of
approximately  $100,000,  which  is  included  in  accounts  payable and accrued
expenses  at  March  31,  1998.  Accordingly, the Company has recorded a gain of
$361,999 from the reduction of this liability in the statement of operations for
the  year  ended March 31, 1998.  The company settled this liability for $74,000
recording  a  gain  of  $26,000  for  the  year  ended  March  31,  1999.


  5.  NOTES  PAYABLE
      --------------
<TABLE>
<CAPTION>


Notes  payable  as  of  March  31,  2000  are  as  follows:



Notes payable to officers.  The notes are due on demand

and are interest free.                                        $46,000



<S>                                                           <C>
Note payable to former corporate counsel pursuant to

settlement agreement.  The note matures in June 2007 and

requires monthly principal payments of $500 plus interest at

8% per annum.. . . . . . . . . . . . . . . . . . . . . . . .   49,000
                                                              -------


                                                              $95,000
                                                              =======
</TABLE>











                                      -10-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)




6.  INCOME  TAXES
    -------------

At  March  31,  2000,  the  Company    had  net operating loss carry forwards of
approximately  $9,663,000, which expire in various years through 2015, available
to  offset  future taxable income.   Certain provisions of the tax law may limit
the  net operating loss carryforwards available for use in any given year in the
event  of  a  significant  change  in ownership interest.  At March 31, 2000 the
Company  had  a  deferred  tax  asset amounting to approximately $4,400,000. The
deferred  tax  asset  consists primarily of net operating loss carryforwards and
has  been  fully  offset  by  a  valuation  allowance  of  the  same  amount.

7.  COMMITMENTS  AND  CONTINGENCIES
    -------------------------------

Leases
------

The  company  leases sales and office space under operating leases, which expire
on  February  28,  2001  and  March  31,  2002.

The  future  minimum  rental  payments  under  these  lease  agreements  are
approximately  as  follows:
<TABLE>
<CAPTION>




Year ending March 31,
----------------------

<S>                     <C>
2001 . . . . . . . . .  $148,000

2002 . . . . . . . . .    73,000
                        --------


221,000
======================


</TABLE>



Rent  expense  for  the  years  ended  March  31,  2000  and  1999  amounted  to
approximately  $170,000  and  $163,000  respectively.








                                      -11-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

7.  COMMITMENTS  AND  CONTINGENCIES  (continued)
    --------------------------------------------

Employment  Agreements
----------------------

Following  the  sale  of  Copernicus  to  VIE  Systems Inc. (See Note 12), which
represented  a  transfer  of  substantially  all  the assets of the Company, the
Company's  President  and  Chief Executive Officer gave formal written notice of
his  intention to exercise the termination rights under his employment contract.
These  termination  rights provided for payment to this officer of an amount not
less than $414,000.  As the Company was not in a position to make such a payment
without  seriously  depleting  the  Company's  limited  cash  reserves,  the
compensation  committee  negotiated  with  the  officer to produce the following
settlement,  which  was  entered  into  on  November  13,  1997:

-     The officer waived his entitlement to any payment for termination benefits
arising  out  of  the VIE transaction and entered into new three year employment
contracts  with  the  Company  and  its  Delaware  subsidiary, NPAC, at the same
aggregate  base  salary which provide a reduced termination benefit of 24 months
compensation  in  the  event  that his termination right is triggered again. The
officer  has  waived  $50,000  of  base  salary  until  the  Company  reports  a
consolidated  pre-tax  profit  of  not  less  than  $75,000.

-     The  Company  is  contemplating a number of acquisitions of companies with
revenues  in  excess of $2.5 million; the new contract provides that the officer
will  not  be  entitled  to  receive  the bonus of $50,000 in the event that the
Company's  gross  revenues reach $2.5 million provided in his previous contract.

-     The  change of control clause, which gives the officer certain termination
rights  would be amended to apply only in the event that 40% of the Company were
to  be  acquired  rather  than  25%  as  at  present.

-     In  order  to  retain this officer's services in seeking acquisitions NPAC
entered  into  an employment agreement (as mentioned above) and a loan agreement
providing  for  a  loan  to Mr. Blundell of $114,0000 at an interest rate of 6%.
The  loan  will  be repaid by applying to its outstanding balance 60% of (i) any
future termination payment to the officer; (ii) any bonus or incentive payments;
and  (iii)  any  sales  of Common Stock of New Paradigm directly or beneficially
owned  by  this  officer,  including  any Stock acquired through the exercise of
options.

On  April  1, 1998, the Company entered into employment agreements each with Mr.
Cipriano and Mr. Kapelus for a term of three years ending March 31, 2001.  Under
the  agreement,  their  annual  base  salary  is  $75,000 with a monthly expense
allowance  of  $667.  The  employment  agreements  further  provide  for  annual
incentive  bonuses of $15,000 if the Company's net revenues meet certain levels,
and a bonus equal to 10% of net revenues exceeding a specific amount, as defined
in  the  agreement.

In consideration for executing this agreement, Mr. Cipriano and Mr. Kapelus each
received  options to purchase 100,000 shares of the Company's common stock at an
exercise  price  of  $.34  per  share.

In  the event of termination, other than for cause, Mr. Cipriano and Mr. Kapelus
shall receive the balance due under their contract in a lump sum and an estimate
of  their  bonuses.

On  July  1,  1999, the Company entered into employment agreements each with Mr.
Katcher  and Mr. Longmire for a term of three years ending June 30, 2002.  Under
the  agreement,  their  annual  base  salary  is  $50,000 with a monthly expense
allowance  of  $4,000.  The  employment  agreements  further  provide for annual
incentive  bonuses  not  to  exceed  $35,000  if the Company's net revenues meet
certain  levels,  as  defined  in  the  agreement.

In consideration for executing this agreement, Mr. Katcher and Mr. Longmire each
received  options  to purchase 25,000 shares of the Company's common  stock  at
an  exercise  price  of  $1.65  per  share.

In  the event of termination, other than for cause, Mr. Katcher and Mr. Longmire
are  entitled  to $100,000 per annum and to an estimated bonus for the remaining
period  of  their  employment  agreements.

                                      -12-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


7.  COMMITMENTS  AND  CONTINGENCIES  (continued)
    --------------------------------------------

Employment  Agreements  (continued)
-----------------------------------

On  January  1,  2000, the Company entered into an employment agreement with Ms.
Risa  Hoag  for  a  term  of  three  years ending December 31, 2002.  Under this
agreement,  Ms.  Hoag's annual base salary is $80,000.  The employment agreement
further  provides  for  annual incentive bonuses of $35,000 if the Company's net
revenues  meet  certain levels, as defined in the agreement and 10% of GMG's net
profits,  as  defined  in  the  agreement.

In  consideration  for  executing  this  agreement, Ms. Hoag received options to
purchase  50,000  shares  of  the Company's common stock at an exercise price of
$.63  per  share.

In  the  event of termination other than for cause Ms. Hoag is entitled, for the
remaining period of her contract, a sum equal to her base salary and an estimate
of  her  bonuses.


8.  SHAREHOLDERS  EQUITY
    --------------------

Preferred  Stock
----------------

The  Company's  Certificate  of  Incorporation authorizes issuance of 10,000,000
shares of preferred stock.  In September 1994, the Board of Directors subdivided
the  preferred  stock to create a Series A preferred stock with 1,000,000 shares
authorized.  On  October  24,  1994,  105,000  shares  of  Series  A convertible
preferred  stock  ("A  Preferred"),  each  convertible  into one share of common
stock,  were  issued  in connection with the October 1994 private placement.  On
April  18,  1995,  the  common  shareholders  and  the  A Preferred shareholders
approved  a  1-for-3.75  reverse  stock  split  of  the  common  stock and the A
Preferred.  As a result of this reverse stock split, the outstanding shares of A
Preferred were reduced to 28,000.  Upon completion of the IPO, these shares of A
Preferred  were converted into shares of common stock on a one-for-one basis and
all  of  the  shares  of  A Preferred were retired and restored to the status of
authorized  but  unissued  shares  of  Preferred  Stock.

In  February  1995,  the  Board  of  Directors subdivided the preferred stock to
create  a  Series  B preferred stock with 2,000,000 shares authorized.  On March
23,  1995,  1,212,500  shares  of  Series B preferred stock ("B Preferred"), par
value  $.01  per  share,  were issued.  On April 13, 1995, an additional 100,000
shares  of  Series  B  Preferred  were  issued.  The  shares of B Preferred were
convertible  into  a  number  of  shares  of common stock equal to the number of
shares  of  B Preferred to be converted multiplied by $1.00 divided by the price
at  which common stock is sold by the Company in an IPO.  Upon completion of the
IPO, these shares of B Preferred were converted into shares of common stock on a
1-for-3.75  basis and all of the shares of B Preferred were retired and restored
to  the  status  of  authorized  but  unissued  shares  of  preferred  stock.





                                      -13-

<PAGE>
                                     ------
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


8.  SHAREHOLDERS  EQUITY
    --------------------

Preferred  Stock  (continued)
-----------------------------

In  March 1997 the Board of Directors subdivided the preferred stock to create a
Series  C  redeemable  preferred  stock  ("C  Preferred"), $0.01 par value, with
800,000  shares  authorized  with  the  following  principal  terms:

-     Each  C Preferred share has four votes on any matter to be put to the vote
of  the  Company's  Shareholders.

-     The  C Preferred Stock can be redeemed at the Company's option at any time
upon  payment  of  $200,000.

-     The C Preferred Stock can be redeemed at the holder's option following any
investment  in  the  Company  or a sale of any of the Company's assets where the
proceeds  are  $2,000,000  or  more.

-     The C Preferred Stock will have preference in the event of any liquidation
to  the  extent  of  $200,000.

On  January 15, 1997 a shareholder loaned the Company $150,000 in exchange for a
six-month non-interest bearing note.  In consideration for the note and interest
thereon  the  shareholder  was  to  be  paid 150,000 three-year warrants with an
exercise  price  of  $2.00  per  share and a change in the Midland Warrants (see
warrants  outstanding).  The  180,000  Midland  warrants,  held  by  Midland
Associates,  an  affiliate  of  the  shareholder  were  amended  as follows: the
expiration  date  was  changed  from August 11, 1988 to January 16, 2002 and the
exercise  price  reduced  from  $3.75  to  $2.00  per  share.

On  March  15, 1997, this shareholder advanced the Company an additional $50,000
and  surrendered  the  $150,000  note, which he held.  The combined $200,000 was
used  to subscribe for the Series C Preferred Redeemable shares described above.

On July 23, 1997, the Company redeemed its 800,000 Series C Redeemable Preferred
Stock for $200,000 pursuant to the sale of the Copernicus asset (see Note 12) in
accordance  with  the  terms  described  above.

On  October  15,  1997,  pursuant to Section 4(d) of the Restated Certificate of
Incorporation  of  the  Company,  the  Company  agreed  to  create  a  Series  D
convertible  preferred  stock,  $0.01 par value (the "Series D Preferred").  The
Company  further agreed to issue several of the employees of and a consultant to
NPIL  an  aggregate  of  50  shares  of  Series  D  Preferred.

In April 1999, the Series D Preferred Stock was converted into 850,000 shares of
Common  Stock  in  accordance  with  its  terms.









                                      -14-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



8.  SHAREHOLDERS  EQUITY  (continued)
    ---------------------------------

Warrants
--------

At  March  31,  2000,  the  Company  had  outstanding  warrants  as  follows:
<TABLE>
<CAPTION>





                                                 Number of

                                                  Common       Exercise

                                                  Shares         Price

<S>                                              <C>        <C>              <C>
Warrants issued in connection with: . . . . . .  Issuable   Per Share        Expiration Date
-----------------------------------------------  ---------  ---------------  --------------------


March 1995 private placement. . . . . . . . . .    149,720             7.58  August 11, 2000 (l)


April 1995 private placement. . . . . . . . . .     12,348             7.58  August 11, 2000 (l)


May 1995 settlement Agreement with MTI

("Midland Warrants"). . . . . . . . . . . . . .    180,000             2.00  January 16, 2002(ii)


August 1995 initial public offering redeemable
                                                 1,234,000
warrants
                                                                       7.58  August 11, 2000

August 1995 representative warrants . . . . . .    123,480             7.58  August 11, 2000


August 1995 redeemable warrants issuable

upon exercise of representative's warrants. . .    123,480             7.58  August 11, 2000(iii)


September 1995 Exercise of underwriters

overallotment option for Redeemable Warrants. .    185,220             7.58  August 11, 2000


October 1995 Omotsu Warrants. . . . . . . . . .     80,000             7.80  August 11, 2000


January 1997 Shareholder warrants . . . . . . .    150,000             2.00  January 16, 2002

</TABLE>



(I)     Effective  upon  completion  of  the  Company's  initial public offering
("IPO"),  these  warrants     were  exchanged  by  the  holders  for  Redeemable
Warrants  exercisable  for  an  equal number     of shares and the warrants will
expire  upon  the  fifth  anniversary  of  the  IPO.

(ii)     These  warrants  were exercisable at $.75 per warrant for an additional
14,400  warrants  with     an  exercise price of $11.25 per share.  Prior to the
IPO,  they  were  surrendered  by  the  holder     for  cancellation.

(iii)     The  representative's warrants require payment of an exercise price of
$.12  per  Redeemable     Warrant issuable upon exercise of the representative's
warrants.

     During  the  year ended March 31, 2000 no warrants were issued or exercised
and  358,401          expired.






                                      -15-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)




8.  SHAREHOLDERS  EQUITY  (continued)
    ---------------------------------

Stock  Option  Plan
-------------------

The  Company adopted a stock option plan (the "Option Plan"), effective April 8,
1994.  The  Option Plan provides for the grant of options to qualified employees
(including officers and directors) of the Company to purchase up to an aggregate
of  266,667  shares  of  common  stock.  The  Option  Plan  is administered by a
committee  (the "Committee") appointed by the Board of Directors.  The Committee
may,  from  time  to  time,  grant  options  under  the  Option Plan to such key
employees  as the Committee may determine, provided, however, that the Committee
may  not grant incentive stock options ("Incentive Options") to any key employee
who  is not in the regular full-time employment of the Company.  Options granted
under  the Option Plan may or may not be "incentive stock options" as defined in
the Internal Revenue Code, depending upon the terms established by the Committee
at  the time of grant. The exercise price shall not be less than the fair market
value  of  the  Company's  common stock as of the date of the grant (110% of the
fair  market  value  if the grant is an Incentive option to an employee who owns
more  than 10% of the total combined voting power of all classes of stock of the
Company).  Options  granted  under the Option Plan are subject to a maximum term
of  10  years.

In  January  1999,  two  directors  were each granted 40,000 options to purchase
shares  of  common  stock at an exercise price of $.25 per share.  These options
expire  on  December  31,  2009.

In  March  2000,  the  Company  granted  to  its Chief Executive Officer 100,000
options  to  purchase  shares  of Common Stock at an exercise price of $2.19 per
share.

The  following  tables contain information on the stock options for the two-year
period  ended  March  31,  2000:
<TABLE>
<CAPTION>



                                                                          Option
                          Exercise Price         Weighted Average
                                         Shares
                                      ---------

                             range per share    exercise price
                             ----------------  ----------------

<S>                          <C>               <C>               <C>
Outstanding, March 31, 1998          967,999   $   .16  - $6.00  $1.96

Granted . . . . . . . . . .          316,000    .25   -     .34    .31

Exercised . . . . . . . . .                -                  -      -

Canceled. . . . . . . . . .         (307,999)    .16   -   6.00   1.82
                             ----------------  ----------------  -----


Outstanding, March 31, 1999          976,000     .16   -   5.13    .52

Granted . . . . . . . . . .          265,000     .75   -   2.19   2.00

Exercised*. . . . . . . . .         (450,000)   .16   -     .25    .16

Canceled. . . . . . . . . .                -                  -      -
                             ----------------  ----------------  -----


Outstanding, March 31, 2000          791,000   $  .16   - $5.13  $1.22
                             ================  ================  =====


</TABLE>



*  Exercised  by  Chief  Executive  Officer in January and March 2000.  The fair
market  value  for
  420,000  shares and 30,000 shares was $3.00 and $1.31 per share, respectively.




                                      -16-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)




8.   SHAREHOLDERS  EQUITY  (continued)
     ---------------------------------

Stock  Option  Plan  (continued)
--------------------------------
<TABLE>
<CAPTION>



                                                                             Option
                           Exercise Price         Weighted Average
        Shares
     ---------

                                           range per share    exercise price
                                          ------------------  ---------------

     Exercisable at year ended March 31:

<S>                                       <C>                 <C>              <C>
            1999 . . . . . . . . . . . .             714,000  $  .16  - $5.13  $.64

            2000 . . . . . . . . . . . .             438,000     .16  -  5.13   .94

          Weighted Average

     Options granted in: . . . . . . . .         Fair value
                                          ------------------

           1999. . . . . . . . . . . . .  $              .26

           2000. . . . . . . . . . . . .                2.01
</TABLE>



     The  following table summarizes information about stock options outstanding
at  March  31,  2000:
<TABLE>
<CAPTION>

Range of exercise prices                         16  -  $.25    $.34- $.75    $2.19      $5.13
                                                 ---------------------------------------------
Outstanding options:

<S>                                            <C>       <C>       <C>       <C>
      Number outstanding at March 31, 2000. .       260,000        241,000     230,000   60,000

      Weighted average remaining contractual

      life (years). . . . . . . . . . . . . .           2.33           9.00       10.00     5.72

      Weighted average exercise price . . . .       $    .22  $         .40  $     2.19  $  5.13


      Exercisable options:

      Number outstanding at March 31, 2000. .   155,000   203,000         -   60,000

      Weighted average exercise price . . . .  $    .11  $    .34         -  $  5.13


</TABLE>



SFAS No. 123 requires the Company to provide pro forma information regarding net
income  (loss)  and  earnings  (loss)  per share as if compensation cost for the
Company's  stock  option  plans  had been determined in accordance with the fair
value  based  method  prescribed  in  SFAS  No.  123.

The  Company  estimates the fair value of each stock option at the grant date by
using the Black-Scholes option-pricing model with the following weighted average
assumptions  used  for  grants  during  the years ended March 31, 2000 and 1999,
respectively;  no dividends paid for all years; expected volatility of 45.80% in
2000  and  in 1999; weighted average risk-free interest rates of 5.20% and 5.94%
respectively;  and  expected  lives  of  9.82  to  4.2  years,  respectively.








                                      -17-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

8.   SHAREHOLDERS  EQUITY  (continued)
     ---------------------------------

Stock  Option  Plan  (continued)
-------------------------------

Applying  SFAS  No. 123 would result in pro forma net income (loss) and earnings
(loss)  per  share  amounts,  as  follows:

         Year  ended  March  31,
--------------------------------
<TABLE>
<CAPTION>




                                                 2000        1999
                                              ----------  ----------

<S>                                           <C>         <C>
Net Income (loss):

As reported. . . . . . . . . . . . . . . . .  $(428,576)  $(572,475)

  Pro Forma. . . . . . . . . . . . . . . . .   (493,272)   (624,205)

Basic and diluted earnings (loss) per share:

  As reported. . . . . . . . . . . . . . . .  $    (.11)  $    (.21)

  Pro Forma. . . . . . . . . . . . . . . . .       (.13)       (.23)


</TABLE>



9.   SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION
     ------------------------------------------------------


    Year  ended  March  31,
---------------------------
<TABLE>
<CAPTION>



                                                        2000                1999
                                                    --------            --------
Cash paid during the period for:

<S>                                                      <C>                <C>
    Interest . . . . . . . . . .                        $4,911                $-
</TABLE>



     Supplemental  disclosure  of  non-cash  investing and financing activities:
     ---------------------------------------------------------------------------

Year  ended  March  31,  2000
-----------------------------

The  Company  issued:

     70,000  shares  of  common  stock  valued at $89,000 for the acquisition of
business  assets
valued  at  $19,000  and  assumed  liabilities  in  the  amount  of  $92,000.

     89,286  additional  shares  of common stock valued at $30,500 and a $50,000
note  payable  as  additional  consideration  for  the  SKC  acquisition.

     850,000  shares  of common stock valued at $8,500 in conversion of Series D
Preferred.

Year  ended  March  31,  1999
-----------------------------

The  Company  issued:
     250,000  shares  of  common  stock valued at $75,000 for the acquisition of
business  assets          valued  at $325,000 and assumed the liabilities in the
amount  of  $460,000.

200,000 shares of common stock valued at $24,000 in reduction of a note payable.

                                      -18-

<PAGE>
                  NEW PARADIGM SOFTWARE CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)



10.  EMPLOYMENT  BENEFIT  PLAN
     -------------------------

Effective  February  15, 1996, the Company implemented a 401(k) profit sharing
plan covering substantially all employees.  Contributions to the plan are at the
discretion  of  the  Board  of  Directors.  The  Board  did  not elect to make a
contribution  for  the  years  ended  March  31,  2000  or  1999.  Starting with
fiscal year 2001, the Company agreed to contribute up to 3% of gross
compensation  payable in common stock of the Company valued at close of
business of the last day of each month subject to certain conditions.


11.  MAJOR  CUSTOMERS
     ----------------

Revenues  from  four major customers for the year ended March 31, 2000 accounted
for  approximately  61%  of  the  Company's  total  revenues. The total accounts
receivable  from  these customers at March 31, 2000 amounted to 70% of the total
accounts  receivable  balance.

Revenues from one major customer for the year ended March 31, 1999 accounted for
approximately  20%  of  the  Company's  total  revenues.  The  total  accounts
receivable due from this customer at March 31, 1999 amounted to 19% of the total
accounts  receivable  balance.


12.  DISCONTINUED  OPERATIONS
     ------------------------

Until  April 1, 1997, through its wholly owned subsidiary, New Paradigm Commerce
("NPC")  (formerly  New  Paradigm  Golden  Link), the Company operated a service
bureau  business  providing  electronic  data  interchange ("EDI") services (the
conveying  of  business  documents  electronically).  As  of  April 1, 1997, the
Company  sold  its  EDI business to Custom Information Systems Corp. of New York
("CIS")  for  $6,000  and a note receivable monthly over three years with a face
value of $355,000 and a present value of approximately $300,000.  The balance of
this  note at March 31, 1998 was $247,439.  During the year ended March 31, 1999
the  Company  accepted  $187,300  and took a $60,139 loss, which was reported as
loss  from  discontinued  operations  at  March  31,  1999.

13.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
     ------------------------------------------

The Company has re-stated its results for the quarters ended June 30,September
30 and December 31, 1999 due to adjustments recorded for the year ended March
31, 2000 which pertain to these quarters. The restated and originally
reported quarterly results are as follows:

<TABLE>
<CAPTION>

                                    3 months ended     3 months ended    3 months ended    3 months ended
                                      6/30/1999          9/30/1999          12/31/1999       3/31/2000
                                     restatement         restatement       restatement

<S>                                 <C>               <C>               <C>               <C>
Revenues . . . . . . . . . . . . .  $     1,126,044   $     1,195,201   $     1,615,496   $2,272,051
Gross Profit . . . . . . . . . . .          358,874           391,078           413,788   $  499,359
Total expense. . . . . . . . . . .          454,429           555,519           589,672      496,263
Profit (loss) from operations. . .          (95,555)         (164,442)         (175,883)       3,096
Total other income (expense) . . .           (3,516)           (4,163)           (5,771)      17,658

Net profit (loss) from continuing
   operations. . . . . . . . . . .         ($99,071)        ($168,605)        ($181,654)  $   20,754
Earnings Per Share                             (.03)             (.04)             (.05)         .01
</TABLE>


The following table summarizes the results as previously reported for the
quarters ended June 30, September 30, and December 31, 1999:


<TABLE>
<CAPTION>



                                    3 months ended     3 months ended    3 months ended
                                      6/30/1999          9/30/1999          12/31/1999

<S>                                 <C>               <C>               <C>
Revenues . . . . . . . . . . . . .  $     1,126,964   $     1,102,719   $      1,642,428
Gross Profit . . . . . . . . . . .          440,801           316,545            571,980
Total expense. . . . . . . . . . .          474,718           373,806            583,453
Profit (loss) from operations. . .          (33,917)          (57,261)           (11,473)
Total other income (expense) . . .           (1,233)              711            (1,545)

Net profit (loss) from continuing
   operations. . . . . . . . . . .         ($34,444)         ($56,550)           ($13,018)
Earnings Per Share                             (.01)             (.02)              (.00)
</TABLE>