SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
                                Amendment No. 1

                                   (Mark One)

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

                    For the Fiscal Year Ended March 31, 2001

[ ]   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 Strategic Communications, Inc.
--------------------------------------------------------------------------------
                 (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)



    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 X      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.

                                Yes        No X
                                   ---       ---


State the issuer's revenues for its most recent fiscal year. $6,190,389


<PAGE>
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
22,  2001  was  $  352,132.

   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 22, 2001 there were an aggregate of 5,353,536 shares of Common Stock of
the  Registrant  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional  Small  Business  Disclosure  Format  (check  one)

Yes        No  X
    ---       ---


                                        2
<PAGE>
                                TABLE OF CONTENTS


PART  I

     ITEM                                                                   PAGE

     1.     Description  of  Business                                          4

     2.     Description  of  Property                                          8

     3.     Legal  Proceedings                                                 8

     4.     Submission  of  Matters  to  a  Vote  of  Security  Holders        8

PART  II

     5.     Market  for  Registrant's  Common  Equity  and  Related            9
            Stockholder  Matters

     6.     Management's Discussion and Analysis of Financial Condition       10
            and  Results  of  Operations

     7.     Financial  Statements                                             13

     8.     Disagreements  with  Accountants  On  Accounting  and             13
            Financial  Disclosure

PART  III

     9.     Directors, Executive Officers, Promoters and Control Persons;     13
            Compliance  with  Section  16(a)  of  the  Exchange  Act

     10.    Executive  Compensation                                           15

     11.    Security Ownership of Certain Beneficial Owners and Management    18

     12.    Certain Relationships and Related Transactions                    19

PART  IV

     13.     Exhibits  and  Reports  on  Form  8-K                            22


                                        3
<PAGE>

PART  I
ITEM  1.  DESCRIPTION  OF  BUSINESS

GENERAL

New  Paradigm Strategic Communications, Inc.  (the "Company" or "us" or "we") is
a  New York corporation that was organized in July 1993 and commenced operations
in November 1993 as New Paradigm Software CorpWe changed our name at our annual
meeting  of  shareholders  on  November  16,  2000.   The  Company completed its
initial  public  offering  in  August  1995.

The  Company  is  engaged  in  the  following  businesses:

-    Creation  of Web-based solutions and commercial Internet strategies through
     its  wholly  owned subsidiary, New Paradigm Inter-Link, Inc. ("NPIL"). NPIL
     began  operations  in December 1995, and provides a broad range of Internet
     services  to  corporations  and  other  organizations.

-    Advertising  through  its wholly owned subsidiary New Paradigm Advertising,
     Inc. ("NPA"). NPA began operation in April 1998 by acquiring certain assets
     and  assuming  certain  liabilities  of  (1)  Kapelus  &  Cipriano,  Inc. a
     Westchester-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.  Each  of  theses  transactions  was  done  in a
     newly-established,  wholly-owned  subsidiary.  The  two  subsidiaries  were
     merged into a single company called New Paradigm Advertising, Inc. on April
     1,  2000.

-    Public  relations through its wholly owned subsidiary GMG Public Relations,
     Inc.  ("GMG").  GMG  began  operations in January 2000 by acquiring certain
     assets  and  assuming  certain  liabilities  of a company called 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  with  which we have had alliances in the
past  two  years  include

     -    Moscato  Marsh

     -    Earle  Palmer  Brown,  New  York

     -    Solay  Keller  Advertising

     Clients  the  Company  worked  for  through  these  relationships  include:

     -    Novartis  Animal  Health  (USA)

     -    Motorola

     -    ParentTime  (a  Time  Inc.  subsidiary)

We  also  have  an  on-going  partnership  with  Biederman,  Kelly,  Krimstein &
Partners, Inc. ("BKK").  This relationship has resulted in continuing revenue to
NPIL  from The New York University School of Continuing Professional Studies and
has  led  to  our  recent  engagement  by  Fordham  University for a significant
Internet  project.

NPIL  provides  organizations  with  strategic advice on how best to utilize the
Internet  to achieve their goals and creates Internet applications including Web
sites  as required to implement the strategy.  The Company's 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.  NPIL
also services a number of clients directly, rather than through an agency.  This
area  of  the  Company's  activity  has  recently  expanded  significantly.

The  Company  intends  to further develop its business by launching new products
and services connected with the Internet and  continuing to grow the advertising


                                        4
<PAGE>
and  public relations divisions.  NPA and GMG have been successful in adding new
clients  in  the  past  twelve months.  Management believes this is due in large
part  to  the added Internet component we offer to potential NPA or GMG clients.
NPA  clients  include:

     -    Scottish  Tourist  Board

     -    Beth  Abraham  Health  Services

     -    Island  Destinations

     -    Long  Bay  Beach

     -    Napoli,  Kaiser,  Bern  &  Assoc.

     -    Peter  Deilmann  EuropAmerica  Cruises

     -    Focus  Vision


Current  GMG  clients  include:

     -    Beth  Abraham  Health  Services

     -    The  Wartburg  Adult  Care  Community

     -    First  Alternative  Mortgage  Corporation


We  intend  to  grow  our business by leveraging our ability to provide internet
expertise  and  applications  to  creatively  meet the needs of  advertising and
public  relations  clients,  and  by  cross  selling  the expertise of all three
divisions  to each other's clients and prospects.  This approach has already met
with success.   GMG clients, such as Beth Abraham Health Services, have begun to
use  NPA and NPIL for advertising and Internet services, while NPA has been able
to  bring  assignments  from  The  Scottish  Tourist  Board  to  GMG  and  NPIL


We  intend  to  pursue cross selling aggressively in addition to our traditional
approach  of  making  acquisitions  that bring us additional, established client
relationships.  An  important  element  of our growth strategy for the future is
to  seek to derive increasing amounts of business from our existing client base.
Not  just by offering the services of all three divisions to all of our clients,
but  also by proactively suggesting strategic initiatives that will increase the
revenues  of our Group companies within existing relationships.  We believe that
being able to offer a comprehensive marketing communications solution to current
and  potential clients will continue to be important to winning new business and
to  retaining  and  expanding  existing  assignments.

INTERNET

We  plan  to launch new products and services connected with the Internet. There
is  no  assurance  that  we  will  be able to develop or acquire the planned new
products  and  services or that if we do, they will be acceptable to the market.
The  Internet  is  a rapidly expanding market. According to a report released in
June  2001,  by Strategy Analytics (a leading industry analyst), from the end of
2000 until the end of 2002, total U.S. broadband subscribers will almost triple,
rising  from  6.8 million to over 19 million. This phenomenal growth is a direct
result of increasing reliance on the Internet as an information, communications,
business  and  entertainment tool. The First Quarter 2001 Global Internet Trends
report from Nielsen/Net Ratings measured Internet use in 27 countries around the
world  and  found 420 million people have Internet access. With potential access
to such an audience, growing numbers of organizations are seeking to ensure that
they  have  an  appropriate  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  assists  companies  with  creating  that Internet presence and seeks to
exploit  other business opportunities, which may arise in servicing the Internet
community.


                                        5
<PAGE>
Two  such  perceived  opportunities  led us to create and commence marketing our
WAVES  and  OCEAN  products. WAVES is designed to give our professionals and our
clients  unparalleled control over their Internet presence.  Unlike conventional
Web  sites,  a  WAVES  site  is  held in a relational database.  This allows the
client  or  New  Paradigm to make major or minor changes to any aspect of a site
without  costly  programming.  Our  client,  New York University, along with our
personnel,  uses  WAVES  to manage a 7,500 page site. The principal reason OCEAN
was  created was to enable us to track the effectiveness of a client's marketing
communications  program.

 In  addition, OCEAN allows us to integrate all aspects of client reporting into
a  single,  encrypted  Web  site  where  clients can access any information they
require  about our relationship and the progress of their marketing program from
any where at any time.  The Company expects to continue spending on Research and
Development to expand the utility of OCEAN and WAVES and to bring additional new
software programs for use with the Internet to market.  R&D spending is expensed
as  incurred.

INTERNET  -  WEBSITE  SERVICES

NPIL  provides  organizations  with access to the expertise needed to create and
maintain  Web  sites  appropriate  to  their strategic missions.  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 customized capabilities to enable a customer's presence
on  the  Internet  to  be  constantly evolving and interesting without adding to
their  staff's existing workload.  For example, the site we built for the United
Synagogues  of  Conservative  Judaism  is remotely updated by USCJ editors using
WAVES,  which  allows  them 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  WAVES.

Typical  site  creation  revenues  have  increased  from approximately $30,000 -
$60,000  on  completion  to  approximately  $60,000  -  $250,000 with continuing
revenues for hosting, maintenance and changes. The Company has created more than
50  Web  sites  for  customers  of  this  service  to  date.

Web  sites  created  by  the  Company  include:


     -    New  York  University:  site  for  its  School  of  Continuing  and
          Professional  Studies:  www.scps.nyu.edu
                                  ----------------

     -    The  Castle  at  Tarrytown:  -  www.thecastleattarrytown.com
                                          ----------------------------

     -    Guinness  and  Bass  Import  Company:  www.bassale.com
                                                 ---------------

     -    National  Multiple  Sclerosis  Society:  www.nmss.org
                                                   ------------

     -    United  Synagogue  of  Conservative  Judaism:  www.uscj.org
                                                         ------------

     -    Beth Abraham  Health  Services:  www.bethabe.org
                                           ---------------

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 sales and
marketing  activities.  The  indirect  sales  are  primarily  the  result  of
advertising  agencies  hired  to  work  on  integrated  media  campaigns  that
subcontract  the Internet portion to NPIL.  We also believe that certain clients
of  any  further  advertising agencies which we may acquire are likely prospects
for the Company's Internet related services.  We cannot predict what success, if
any, we will have in locating appropriate acquisition targets or in concluding a
transaction  with  any  additional  agency  or  agencies.

                                        6
<PAGE>
RESEARCH  AND  DEVELOPMENT

Research  and  development  expenses,  which include salaries and other employee
costs of the Company's product development personnel, amounted to $50,000 in the
fiscal year ended March 31, 2001.    These 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.  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 any
staff  leaving   the  Company.

COMPETITION

The  Internet  marketplace, while rapidly expanding, is intensively competitive.
There  are hundreds or thousands of companies competing for Website creation and
hosting business.  These range from college or even high-school students working
at low cost or, effectively no cost from their home, to the largest providers of
telecommunications  services such as AT&T or MCI and major hardware and software
vendors,  including  IBM and Microsoft among many others.  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.  We cannot predict whether we  will succeed
in  competing  effectively  in  this  marketplace,  or that if we do continue to
succeed  in  winning  new  business  for  the short term that we will be able to
continue  to  do  so  over  longer  periods  of  time.

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.  We cannot give any
assurance  that  the  steps  we  have  taken  will  be  adequate  to  deter
misappropriation  of  proprietary  information, that the Company will be able to
detect  unauthorized  use  of  proprietary  information or that we would be able
afford  the  high  cost  required  to  enforce our intellectual property rights.
Further, we cannot be sure 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 or to be independently developed by competitors. Our
failure  or  inability  to protect proprietary information could have a material
adverse  effect  on  our  business,  operating  results and financial condition.

EMPLOYEES

As  of  June  27,  2001, the Company and its subsidiaries employed 23 employees.
None  of  our  employees  is  represented  by  a  labor union or is subject to a
collective  bargaining  agreement.  The  Company  believes  that  its  employee
relations  are  satisfactory.  We  also  employ  from  time to time a variety of
consultants  in  Internet  programming,  media  planning,  graphic  arts  and
multi-media  graphic  arts  on  part  time  basis or under 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 space is leased until March 31,
2006  at  a cost of approximately $10,064  per month.  NPA occupies space at 550


                                        7
<PAGE>
Mamaroneck Avenue, Harrison New York and storage space at 600 Mamaroneck Avenue.
The  leases  for  these facilities expire in  June 2002 and August 2005 and cost
approximately  $8,786.73  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 rescission 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. Following completion of discovery, Neon
filed  a motion to dismiss the Company's claims.  The Court has not ruled on the
motion  for  dismissal.  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

A  meeting  of  Shareholders  was held on November 16, 2000 in New York, NY.  At
that  meeting,  the  current  Board of Directors was elected, Goldstein & Morris
were  approved  as  our  outside auditors and the changing of our corporate name
from  New Paradigm Software Corp. to New Paradigm Strategic Communications, Inc.
was  ratified.





PART  II
ITEM  5.  MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY AND RELATED STOCKHOLDER
MATTERS

(A)     MARKET  INFORMATION.



                                        8
<PAGE>
The  Registrant's  Common  Stock and the Redeemable Warrants are/were  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

Fiscal Quarters       First Quarter   Second Quarter  Third Quarter  Fourth
Quarter
<S>                   <C>             <C>             <C>            <C>
2000 -High            $         2.25         2.46875          1.135
3.3125
2000 -Low             $         1.25         1.21875           0.50
0.687
2001 -High            $       1.9375            1.25          0.875
0.375
2001 -Low             $        0.937            0.76          0.281
0.187

Redeemable Warrants*

Fiscal Quarters       First Quarter   Second Quarter  Third Quarter  Fourth
Quarter
2000 -High            $        0.001           0.001           0.10
0.10
2000 -Low             $        0.001           0.001          0.001
0.001
2001 -High            $         0.15           0.020
2001 -Low             $        0.001           0.020
<FN>
*  The  Redeemable  Warrants  expired  on  August  11,  2000
</TABLE>

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

(B)     APPROXIMATE  NUMBER  OF  HOLDERS  OF  EQUITY.

The  number  of  record  holders  of the Common Stock was approximately 96 as of
March  31,  2001.

(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, 2000 and 2001 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 in
this chart should be read in conjunction with the Company's financial statements
and the notes to the financial statements which start on page 24 of this report.

                                        9
<PAGE>
<TABLE>
<CAPTION>
STATEMENT  OF  OPERATIONS  DATA  AND  BALANCE  SHEET  DATA
Statement  of  Operations  Data

                                                   Year Ended March    Year
Ended March
                                                       31, 2001            31,
2000
                                                  ------------------
------------------
<S>                                               <C>                 <C>
Revenues                                          $       6,190,389   $
6,208,792
Cost of revenues                                          4,000,316
4,545,693
                                                  ------------------
------------------
Gross profit                                              2,190,073
1,663,099
Operating expenses                                        2,994,100
2,095,883
                                                  ------------------
------------------
Loss from operations                                       (804,027)
(432,784)
Other income (expense)                                       (1,403)
 4,208
                                                  ------------------
------------------
Net loss                                                   (805,430)
(428,576)
                                                  ------------------
------------------


Basic and diluted net loss per common share  (1)              (0.17)
 (0.11)

Basic and diluted
weighted average common shares outstanding (1)            4,862,568
3,832,074

Balance Sheet Data
                                                     March 31, 2001      March
31, 2000
                                                  ------------------
------------------
Total assets                                      $       2,227,194   $
2,198,927
Total current assets                                        743,827
1,464,451
Total liabilities                                         2,719,629
2,207,233
Long-term debt
     -
Current liabilities                                       2,719,629
2,207,233
Accumulated deficit                                     (10,497,940)
(9,692,511)
Total Shareholders' Equity (deficiency)                   ($492,435)
($8,306)
<FN>

(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.
</TABLE>


OVERVIEW

The  Company  had a net loss of $805,430 for the year ended March 31, 2001 and a
net  loss  of $428,576 for the year ended March 31, 2000. The Company's revenues
for  fiscal years ended March 31, 2001 and 2000 were $6,101,389, and $6,208,792,
respectively.   The  Company  had  significant  changes  to its customer base in
fiscal  2001, adding clients and losing them, as well.  This resulted in a small
decrease  in  revenues.

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. These variations may result from
many  factors,  including  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,  changes  in  royalty  payments  and license fees paid by licensees,
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 and
database  management fees.  The Company's revenues will vary with the demand for
its products and services. As a result, 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.


                                       10
<PAGE>
RESULTS  OF  OPERATIONS


COMPARISONS  OF  FISCAL  YEARS

The  Company's  gross  revenues  are  service  fees  we  earn  and  the  cost of
advertising we place on behalf of, and bill to our clients.  Typically, the cost
of  advertising  represents  a  multiple  of  the fees we earn for our services.
Conversely,  the  cost  of advertising comprises most of our cost of goods sold.
As  a  result, gross revenue and cost of goods sold are dramatically affected by
the  volume  of  advertising  placed  on  behalf of clients in any given period.
Management  believes  gross  profits  provide  a  more  accurate  picture of the
Company's  performance  since  they  are  net  of  the  pass-through  cost  of
advertising.

The  Company's  gross  revenue  decreased nominally from $6,208,792 for the year
ended  March  31,  2000  to $6,190,389 for the year ended March 31, 2001.  While
revenues  for  both  years were very similar, the pattern of revenues by quarter
was materially different.  In fiscal 2001, revenues for the first quarter, ended
June  30, 2000 were extremely strong, showing an increase of nearly 61% from the
same  quarter  in  1999.  For the balance of the fiscal year, revenues were down
when  compared  to  fiscal  2000  at  $ 4.4 million compared to $ 5.1 million, a
decline  of  13.8%.  There  are  several  factors that had positive and negative
effects  on  our  revenues after June 30, 2000, but management believes that the
trend  of  the  United  States economy was the predominant factor.  The historic
tendency  of  advertisers  in  periods  of  slowing  demand  is to curtail their
spending  and  that  appears  to  have  happened  this  year.

Due  primarily  to increased revenues in our higher margin internet business and
the  inclusion  of  GMG Public Relations for a full twelve months in fiscal 2001
compared  to  only  one  quarter  last year, gross profit was up nearly 32% at $
2,190,073  versus $ 1,663,099.  While it increased for each quarter, the pattern
for  gross  profit  also varied considerably.  In the first quarter the increase
was  79%  and for the last nine months of the year it was 18.6% when compared to
fiscal  2000.

As  we  discussed above, the fiscal year began with strong revenue growth and we
added  to  our  staff  in  anticipation that that trend would continue.  When it
became  apparent that the economy in general and our business in particular were
softening,  we  took  action to reduce costs.  Our peak head count during fiscal
2001  was 30.  At June 27, 2001, we had 22 full time employees and one part time
employee.

Although  gross  profit  did  increase  by  $  527,000,  our  operating expenses
increased  by  a  greater  amount, up by $898,000 or 43% from $2,095,885 for the
year  ended March 31, 2000 to $2,994,100 for the year ended March 31, 2001.  The
changes  in  the  components  of  operating  expense  are  as  follows:

     -    Primarily  reflecting  the  substantial  fluctuation in head count (it
          costs  us  money  to add people and we have severance costs when staff
          levels  are  reduced), salaries and employee benefits were $ 1,954,309
          for  fiscal  2001  compared  to  $1,  237,858  for  the prior year, an
          increase  of  nearly  58%.

     -    Selling,  general and administrative costs increased 22% from $761,140
          for the year ended March 31, 2000 to $925,411 for the year ended March
          31,  2001  primarily  due  to  an  increase  in  staffing.


     -    Depreciation  and  amortization,  while  small  in comparison to other
          expense  categories,  was  up  by  18%  to  $114,380 from $96,885. The
          increase  was  mainly  due  to  an  increase  in  goodwill relating to
          acquisitions.


                                       11
<PAGE>
Losses:  As  a  direct result of operating expenses increasing more rapidly than
gross  profit,  our  net  loss increased by almost 88% to $ 805,430 or $0.17 per
share  from  a  loss  of  $  429,576  or  $  0.11  per  share  last  year.

At  March 31, 2001 we had approximately $ 10,468,000 of net operating loss carry
forwards.  The  potential  future  tax benefit of these losses, should we become
profitable  (approximately  $  10,468,000  at  March  31,  2001  ) is subject to
significant  limitations  due to the change in ownership interest for income tax
purposes  that  resulted  from our Initial Public Offering in August, 1995.  The
tax  benefit of these losses has been fully reserved by a valuation allowance of
the  same  amount  due  to  the  uncertainty  about  our  realizing  it.

Foreign  Exchange.  The  Company  currently  has no exposure to foreign currency
exchange  rate  fluctuation  because the Company has required that its customers
located  outside of the United States enter into contracts denominated in United
States  dollars.  In  the  future,  we  may decide to enter into transactions to
attempt  to  hedge  some  of  the  risks  of  foreign  currency  exchange  rate
fluctuations.


LIQUIDITY  AND  CAPITAL  RESOURCES

At  March  31,  2001,  the  Company  had  current assets of $743,827 and current
liabilities  of  $2,719,629,  resulting  in  a  working  capital  deficiency  of
$1,975,802.  The Company has been able to finance this deficit through cash flow
management.  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,  it  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, 2002 are as follows:

     (p)  Aggressively  cross-sell  the  services  of  each business unit to the
          clients of each other business unit within the Group. As we have noted
          elsewhere,  this approach has been successful with some of our largest
          clients.

     (q)  Acquire  marketing  communications  companies  where  businesses  with
          strategic  relationships  with appropriate clients can be acquired for
          prices  which  the  Company  believes  are  acceptable;

     (r)  Develop its Internet business 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;

     (s)  Grow its existing advertising business in part by offering proprietary
          Internet  products  and  services  to  deliver  advertising  services;

     (t)  Grow its public relations business in part by using Internet expertise
          to  deliver  services.


                                       12
<PAGE>
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  PERSON

There  are  currently  four  members  of  the  Company's Board of Directors. The
Company's  By-Laws  authorize  the  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:

NAME                    AGE         POSITION

Mark  Blundell          43          Chief Executive Officer, President and
Director

Milton  Kapelus         64          President, New  Paradigm Advertising, Inc.

Rocco  Cipriano         48          President, i-sight  Consulting,  Inc. and
Director

Ali  Faraji             45          President, New  Paradigm Inter-Link, Inc.

Risa  Hoag              38          President, GMG Public Relations, Inc.

Douglas  Longmire       53          Chief Operating  Officer

Daniel  A.  Gordon      56          Chairman of  the  Board  of  Directors

Michael  S.  Taylor     59          Chief Financial Officer and Director

MARK  BLUNDELL  is  the Chief Executive Officer, President 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 Kapelus & Cipriano 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 SKC, a predecessor 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 served as
Executive  Vice  President - Creative, for K&C, SKC and NPA in Harrison, NY from
1992  until April 1, 2001. He resigned from that position to become president of
i-sight  Consulting, Inc. a majority-owned subsidiary of the Company. He holds a
Professional  Degree  in Communications from Parsons School of Design, New York.


                                       13
<PAGE>
ALI  FARAJI,  President, New Paradigm Inter-Link, Inc. is one of the founders of
the  corporation.  He  is  the designer and implementer of the company's network
for  software  development,  sales and administration.  After the company became
public,  he  started the Inter-Link division to offer web connectivity to legacy
systems.  He  has  over  20  years' experience in programming, mainframe design,
UNIX and personal computers and is the designer of all websites for New Paradigm
Inter-Link clients.  Prior to joining New Paradigm, he was a project manager for
Management  Technologies,  Inc. and had worked at IBM and EDS.  He is a graduate
of  the  University  of  Tehran  with  a  BS  in  Computer  Sciences.

RISA  HOAG,  President, GMG Public Relations, Inc.  Prior to founding GMG Public
Relations  in  1991, Ms Hoag was Director of Public Relations with Ernst & Young
in  White  Plains,  New  York.  She  is  a  past  President  of  the Westchester
Association of Women Business Owners.  She has also served as Vice President for
the  Partnership  For  A Better Westchester, an organization she helped found in
1997.  She  is  a  past Public Relations Chairperson for the Advertising Club of
Westchester  and a past Vice President of the Nanuet Chamber of Commerce and the
Tappan  Zee  International  Trade  Association.

DOUGLAS  LONGMIRE, Chief Operating Officer of NPSC has been in advertising since
1971.  In  1992  he was a founder of and partner in Sutton & Partners, which was
acquired  by  NPSC  in  July,  1999 and merged with NPA in April 2000.  Prior to
Sutton  & Partners, he was a senior vice president and group account director of
Brouillard Communications, a division of J. Walter Thompson.  From 1981 until he
joined  Brouillard, he was vice president, managing director and general manager
of  FCB/Corporate,  a  wholly  owned  subsidiary  of  Food,  Cone  and  Belding
Communications.  He holds a B.S. in Marketing from the University of Arizona and
an  M.A.  in  Management  from  Thunderbird  Graduate  School  of  International
Management.

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.  He  became  the  company's Chief Financial
Officer  in  November  2000.  From December 3, 1996 until October, 2000 he was 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  was involved in the securities industry beginning in 1966,
when  he  joined  Lehman Brothers as an analyst. 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,  2001.


                                       14
<PAGE>
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.

<TABLE>
<CAPTION>
SUMMARY  COMPENSATION  TABLE

Annual  Compensation
Long-Term  Compensation

Name and Principal Position          Mark           Blundell      Alizera Faraji
                                Chief Executive    & President    President,
NPIL
                                -------------------------------
-----------------
<S>                            <C>                <C>            <C>
Fiscal Year Ended March 31,                2000           2001
2001

Salary                         $        150,000   $    150,000   $
129,500

Bonus                          $              0   $          0   $
4,500

Other Annual Compensation      $       57,000(1)  $   57,000(1)  $
15,310(4)

Securities underlying options           150,000

Restricted Stock Awards        $              0   $          0

All Other Compensation         $       65,100(2)  $    1,905(3)
<FN>

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.
     (3)  Reflects  the  insurance  premium  referred  to  above.
     (4)  Reflects  a  non-accountable  expense  allowance.
</TABLE>


OPTION  GRANTS  IN  FISCAL  YEAR  ENDED  MARCH  31,  2001

The  following  table  sets  forth  all  grants of stock options made during the
fiscal  year ended March 31, 2001 pursuant to the Company's Stock Option Plan to
the  Named  Officers:

Individual  Grants:

Mark  A. Blundell:       Option  to  purchase  90,000  shares of Common Stock at
                         $0.50  per  share  granted  under  the  Executive Stock
                         Option  Plan, vesting on November 16, 2001 and expiring
                         on  November  16,  2005.

Alizera  Faraji:         Option  to  purchase  60,000  shares of Common Stock at
                         $0.50  per  share  granted  under  the  Executive Stock
                         Option  Plan, vesting on November 16, 2001 and expiring
                         on  November  16,  2005.


                                       15
<PAGE>
Michael  Taylor:         Option  to  purchase  100,000 shares of Common Stock at
                         $0.50  per  share  granted  under  the  Executive Stock
                         Option  Plan, vesting on November 16, 2001 and expiring
                         on  November  16,  2005.

Daniel Gordon:           Option  to  purchase  20,000  shares of Common Stock at
                         $0.50  per  share  granted  under  the  Executive Stock
                         Option  Plan, vesting on November 16, 2001 and expiring
                         on  November  16,  2005.

Douglas  Longmire:       Option  to  purchase  25,000  shares of Common Stock at
                         $0.50  per  share  granted  under  the  Executive Stock
                         Option  Plan, vesting on November 16, 2001 and expiring
                         on  November  16,  2005.

AGGREGATE  OPTION  EXERCISES  IN  FISCAL  YEAR ENDED MARCH 31, 2001 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, 2001 and the
number  and  value  of  unexercised  options  as  of  March  31,  2001:

<TABLE>
<CAPTION>
                                         Number of Securities       Value of
Unexercised In-the-
                                        Underlying Unexercised       Money
Options at March 31,
                                        Options at March 31, 2001
2001(a)
                 Shares
-------------------------------------------------------------------
                Acquired      Value
Name           on Exercise  Realized   Exercisable  Unexercisable  Exercisable
Unexercisable
-------------  -----------  ---------  -----------  -------------  ------------
--------------
<S>            <C>          <C>        <C>          <C>            <C>
<C>
Mark Blundell      427,600  $  60,000      287,555        100,000  $          0
$            0
-------------  -----------  ---------  -----------  -------------  ------------
--------------
<FN>
     (a)  Based on the closing price of New Paradigm Software Corp. Common Stock
          on  March  31,  2001  of  $0.187 as reported on NASDAQ Bulletin Board.
</TABLE>



EMPLOYMENT  CONTRACTS

The  Company  has  entered  into  an  employment  contract  with  Mr.  Blundell.

His  employment  contract  contains  the  following  principal  features:

Initial  term  of  5  years (1994-1999) automatically extending for 12 months on
each  anniversary unless 90 days notice is given.  This contract is currently in
such  an  extension  period.  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 was 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.   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.


                                       16
<PAGE>
Following  the sale of Copernicus to VIE Systems Inc., Mr. Blundell, 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  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 was
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  as  provided  in  his  previous  contract.

In  addition  the  change  of  control  clause, which gives Mr. Blundell certain
termination  rights  was  amended  to  apply  only  in the event that 40% of the
Company  were  to  be  acquired rather than 25% under his original contract.  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 of 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 ten year 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 became exercisable on
November  30,  1996  and  expired  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  became  exercisable on April 24, 1997 and expired on April 24, 2001. On
October  15,  1997,  Messrs. Taylor and Gordon were each granted 50,000 ten year
options  to  purchase  shares  of Common Stock at an exercise price of $0.16 per
share (the market price on the date of issue).  These options became exercisable
on  October  15,  1998  and  will  expire  in  October  2007.

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  June  22,  2001,  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:

                                       17
<PAGE>
<TABLE>
<CAPTION>

COMMON  STOCK



Name of Beneficial Owner(a)      Right to Sole     Right to Shared      Total
Number of     Percent of
                                  Voting and          Voting and      Shares
Beneficially  Common Stock
                               Investment Power   0Investment Power
Owned         Beneficially

              Owned
<S>                            <C>                <C>                 <C>
          <C>
Mark Blundell                         729,766(b)          157,166(c)
 886,932            16%
John Brann                            196,666(d)          157,166(c)
 353,832             6%
Douglas Longmire                       80,000(e)                   0
  80,000             1%
Daniel Gordon                         155,333(f)                   0
 155,333             3%
Lancer Holdings                       157,166(g)                   0
 157,166             3%
Midland Associates                    619,999(h)                   0
 619,999            11%
Michael Taylor                        220,000(i)                   0
 220,000             4%
Robert Trump                          150,000(j)          619,999(k)
 769,999            14%
Rocco Cipriano                        561,143(l)                   0
 561,143            10%
Milton Kapelus                        531,143(m)                   0
 531,143            10%
Ali Faraji                            518,666(n)                   0
 518,666            10%
Risa Hoag                             192,239(o)                   0
 192,239             3%
All Directors and Executive            2,988,290          157,166(c)
3,145,456            49%
Officers of the Company as a
group (a total of 8 persons)

<FN>

     (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) 20,000 shares of
          Common  Stock  issuable  upon  exercise  of  options granted under the
          Company' Stock Option Plan ("SOP") that are currently exercisable and,
          (iii)  up  to  249,999 shares of Common Stock underlying stock options
          granted  under  the  Executive  Stock  Option  Plan  ("ESOP").
     (c)  Represents  the  holdings of Lancer Holdings of which Mr. Blundell and
          Mr.  Brann are each 33% owners and directors and officers. Consists of
          157,166  shares  of  Common  Stock.

     (d)  Consists  of  (i) 26,667 shares of Common Stock, (ii) 20,000 shares of
          Common  Stock  issuable upon exercise of options granted under the SOP
          that  are  currently  exercisable  and  (iii)  up to 149,999 shares of
          Common  Stock  underlying  stock  options  granted under the Executive
          Stock  Option  Plan.

     (e)  Consists  of 55,000 shares of Common Stock and 25,000 shares of Common
          Stock  issuable  upon  exercise  of  options.

     (f)  Consists  of  155,333 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  (i) 80,000 Shares of Common Stock and (ii)140,000 shares
          of  Common  Stock  issuable upon exercise of options granted under the
          SOP.
     (j)  Consists  of  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").
     (k)  Represents  the  holdings  of  Midland  Associates.  Consists  of  the
          securities  listed  in  note  (  h)  above.

     (l)  Represents  (1)  361,143 shares of Common Stock and (2) 200,000 shares
          of  Common  Stock  issuable  upon  exercise  of  options.
     (m)  Represents  (1)  331,143 shares of Common Stock and (2) 200,000 shares
          of  Common  Stock  issuable  upon  exercise  of  options.
     (n)  Represents (1) 442,666 shares of Common Stock and (2) 76,000 shares of
          Common  Stock  issuable  upon  exercise  of  options.
     (o)  Represents 192,239 shares of Common Stock.
</TABLE>


                                       18
<PAGE>
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/or their affiliates.  The
Company  believes that the terms of these transactions were no less favorable to
the  Company than could have been obtained from a non-affiliated third party for
similar  transactions  at  the  time.

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  and  will  be  reviewed  and  approved by a majority of the Company's
directors,  including  a  majority  of  the Company's independent, disinterested
directors.

AGREEMENT  WITH  MR.  DANIEL  GORDON

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 management consulting to
small,  development  stage companies. Under the terms of this contract Corporate
Growth  Services  is  to  receive  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 has
received  no  fees  since  that  time.




TRANSACTIONS  WITH  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  (due  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  on
                    September  1999.


                                       19
<PAGE>
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 had four (4) votes on any matter to be
put  to  a  vote  of  the  Company's  shareholders  and could be redeemed at the
Company's  option at any time upon payment of $200,000.  The Series C Redeemable
Preferred  Stock  could  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  were  $2,000,000 or more.  The Series C Redeemable Preferred Stock had
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  its  COPERNICUS software product on  July 23, 1997.



                                     PART IV

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

A.  Exhibits

<TABLE>
<CAPTION>
<C>     <S>
   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)


                                       20
<PAGE>
   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).


                                       21
<PAGE>
  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).
</TABLE>


B.  Reports  on  Form  8-K

The following reports have been filed on Form 8-K during the quarter ended March
31,  2001:  None


                                       22
<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:  July 3, 2001                      /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            Chief Executive Officer, President (principal
--------------------------  executive officer,) and Director
 July 3, 2001
Mark Blundell


/s/Daniel A. Gordon         Chairman of the Board of Directors
--------------------------
 July 3 , 2001
Daniel A. Gordon


/s/Rocco Cipriano           Director
--------------------------
 July 3 , 2001
Rocco Cipriano


/s/ Michael S. Taylor       Chief Financial Officer (principal financial officer
--------------------------  and principal accounting officer), Secretary and
 July 3, 2001
Michael S. Taylor           Director
</TABLE>


                                       23
<PAGE>


          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                              FINANCIAL STATEMENTS

                       YEARS ENDED MARCH 31, 2001 AND 2000


                                       24

<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp.  And Subsidiaries)

                              FINANCIAL STATEMENTS

                       YEARS ENDED MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------


                                                      Page
                                                      No.
                                                     ------
<S>                                                  <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'       1

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 - 18
</TABLE>


<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


New  Paradigm  Strategic  Communications,  Inc.  and  Subsidiaries
(F/K/A  New  Paradigm  Software  Corp.  And  Subsidiaries)
New  York,  New  York

We  have  audited  the  accompanying  consolidated balance sheet of New Paradigm
Strategic  Communications,  Inc.  and  Subsidiaries (F/K/A New Paradigm Software
Corp.  and  Subsidiaries)  as  of  March  31, 2001, and the related consolidated
statements  of operations, shareholders' deficiency and cash flows for the years
ended  March  31,  2001  and  2000.   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 auditing standards generally accepted
in  the  United  States  of  America.  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
Strategic  Communications,  Inc.  and  Subsidiaries (F/K/A New Paradigm Software
Corp.  and  Subsidiaries) at March 31, 2001, and the results of their operations
and  their cash flows for the years ended March 31, 2001 and 2000, in conformity
with  accounting  principles generally accepted in the United States of America.

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.  These  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.


Goldstein & Morris CPAS P.C.

New  York,  New  York
June  22,  2001


<PAGE>
<TABLE>
<CAPTION>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                           CONSOLIDATED BALANCE SHEET

                                 MARCH 31, 2001


<S>                                                          <C>
ASSETS
------
Current assets
   Cash                                                      $     62,569
   Accounts receivable less allowance for doubtful accounts       681,258
                                                             -------------

                     Total current assets                         743,827
Property and equipment, net of accumulated depreciation and

   amortization                                                   151,142
Note receivable from Officer/Shareholder                          139,299
Goodwill, net of amortization                                   1,148,588
Security deposits                                                  44,338
                                                             -------------


                                                             $  2,227,194
                                                             =============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
----------------------------------------
Current liabilities
    Accounts payable and accrued expenses                    $  1,678,850
    Notes payable                                                 549,000
    Deferred revenue                                              491,779
                                                             -------------

                     Total current liabilities                  2,719,629
                                                             -------------


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 5,124,097                51,241

    Additional paid-in capital                                  9,954,264

    Accumulated deficit                                       (10,497,940)
                                                             -------------

                  Total shareholders' deficiency                 (492,435)
                                                             -------------

                                                             $  2,227,194
                                                             =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       -2-
<PAGE>
<TABLE>
<CAPTION>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                       YEARS ENDED MARCH 31, 2001 AND 2000


                                                 2001         2000
                                              -----------  -----------
<S>                                           <C>          <C>
Revenues                                      $6,190,389   $6,208,792
Cost of revenues                               4,000,316    4,545,693
                                              -----------  -----------

   Gross profit                                2,190,073    1,663,099
                                              -----------  -----------

Operating expenses
   Salaries and employee benefits              1,954,309    1,237,858
   Selling, general and administrative           925,411      761,140
   Depreciation and amortization                 114,380       96,885
                                              -----------  -----------

                                               2,994,100    2,095,883
                                              -----------  -----------

Loss from operations                            (804,027)    (432,784)
                                              -----------  -----------

Other income (expense)
   Interest income                                 8,422        9,119
   Interest expense                               (9,825)      (4,911)
                                              -----------  -----------

                                                  (1,403)       4,208
                                              -----------  -----------


Net loss                                      $ (805,430)  $ (428,576)
                                              ===========  ===========

Basic and diluted net loss per common share   $    (0.17)  $    (0.11)
                                              ===========  ===========

Basic and diluted weighted average
    common shares outstanding                  4,862,568    3,832,074
                                              ===========  ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       -3-
<PAGE>
<TABLE>
<CAPTION>
                         NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND
SUBSIDIARIES
                             (F/K/A New Paradigm Software Corp. And
Subsidiaries)

                             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY

                                     YEARS ENDED MARCH 31, 2001 AND 2000


                                                                   Additional
Accumulated       Total
                                            Common      Stock       Paid-in
  Deficit      Shareholders
                                            Shares    Par Value     Capital
(Deficiency)       Equity
                                           ---------  ----------  ------------
-------------  --------------
<S>                                        <C>        <C>         <C>
<C>            <C>

Balance, April 1, 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)

Issuance of common stock for acquisition     385,000       3,850      288,750
          -         292,600
Issuance of common stock upon exercise
  of stock options                            20,000         200        4,800
          -           5,000
Issuance of common stock for services
   rendered                                   94,800         948       22,752
          -          23,700
Net loss for the year                              -           -            -
   (805,429)       (805,429)
                                           ---------  ----------  ------------
-------------  --------------

Balance, March 31, 2001                    5,124,097  $   51,241  $ 9,954,264
$(10,497,940)  $    (492,435)
                                           =========  ==========  ============
=============  ==============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       -4-
<PAGE>
<TABLE>
<CAPTION>
                   NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
                       (F/K/A New Paradigm Software Corp. And Subsidiaries)

                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                               YEARS ENDED MARCH 31, 2001 AND 2000


Cash flows from operating activities:
2001        2000

----------  ----------
<S>                                                                        <C>
      <C>

    Net loss
$(805,429)  $(428,576)
    Adjustments to reconcile to net cash used in operating

      activities:
        Depreciation and amortization
114,380      96,885
        Provision for bad debts
(7,735)     25,000
        Non-cash compensation
23,700     161,172
        Non-cash interest income
(7,885)     (7,439)
        Non-cash revenue
  -     (30,000)
        Increases (decreases) in cash flows from operating
          activities resulting from change in:
            Accounts receivable
484,285    (623,904)
            Prepaid expenses and other current assets
18,176      18,863
            Other assets
(23,338)          -
            Accounts payable and accrued expenses
(83,028)    727,341
            Deferred revenue
128,460      (8,873)

----------  ----------

                      Net cash used in operating activities
(158,414)    (69,531)

----------  ----------

Cash flows used in investing activities:
     Acquisition of property and equipment
(31,484)   (111,522)
     Liabilities assumed upon acquisition
  -       9,994

----------  ----------

                      Net cash used in investing activities
(31,484)   (101,528)

----------  ----------

Cash flows from financing activities:
     Issuance of common stock
5,000     125,000
     Repayment of debt
(41,000)     (5,000)

----------  ----------

                      Net cash provided by (used in) financing activities
(36,000)    120,000

----------  ----------

Net decrease in cash
(225,898)    (51,059)

Cash, beginning of year
288,467     339,526

----------  ----------

Cash, end of year                                                          $
62,569   $ 288,467

==========  ==========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       -5-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                          NOTES TO FINANCIAL STATEMENTS


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


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

     New  Paradigm  Strategic  Communications,  Inc. and Subsidiaries (F/K/A New
     Paradigm  Software  Corp.  and  Subsidiaries)  (the  "Company")  a New York
     Corporation,  was  founded  in July 1993 as New Paradigm Software Corp. and
     commenced  operations  on  November  1,  1993.  On  November, 16, 2000, the
     Company  changed its name to New Paradigm Strategic Communications, Inc. at
     its  shareholders  meeting.  The  Company  through  its  wholly  owned
     subsidiaries,  New  Paradigm  Advertising,  Inc.  ("NPA")  formerly  SKC
     Advertising,  Inc.,  Sutton  and  Partners,  Inc.,  ("S&P"),  GMG  Public
     Relations,  Inc.  ("GMG"),  and  New  Paradigm  Inter-Link,  Inc. ("NPIL"),
     provide  marketing  communications  services  in  North  America.

     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,  2001.  Operating  expenses  will continue to be incurred which, in the
     absence  of significant income from existing and new clients, will continue
     to  produce net losses and increase the accumulated deficit. Although there
     can  be  no  assurance  of  its  success, management intends to continue to
     develop  its internet and advertising businesses and also intends to search
     for  investors  to  provide  additional capital. The consolidated financial
     statements  do  not  include  any  adjustments  that  might result from the
     outcome  of  this  uncertainty.

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

     The  consolidated  financial statements include the accounts of the Company
     and  its  wholly  owned subsidiaries. All significant intercompany accounts
     and  transactions  have  been  eliminated.

     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.


                                       -6-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


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


     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.

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

     Revenue  from  internet,  projects and customer service fees are recognized
     over  the  term  of  the  related  contract  or as the service is provided.

     Revenue  derived from advertising placed with media is generally recognized
     based  upon  the  publication  or  broadcast  dates.

     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,  accounts  receivable,  note  receivable,
     accounts  payable  and  accrued expenses and notes payable 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."


                                       -7-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


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


     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.

     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.
     Basic  and  diluted  net income (loss) per common share are the same, since
     there  were  no  securities outstanding which have a dilutive effect during
     2001  and  2000.

     Recently  Issued  Accounting  Standards
     ---------------------------------------

     In  June  1998,  SFAS  No.  133, "Accounting for Derivative Instruments and
     Hedging Activities" was issued and, as amended by SFAS No. 137, was adopted
     by  the  Company  on  July  1, 2000. This statement requires that an entity
     recognized  all  derivatives  as  either  assets or liabilities and measure
     those  instruments  at  fair  value. The accounting for changes in the fair
     value  of  a  derivative  instrument  depends  on  its intended use and the
     resulting  designation.  The adoption of this statement does not impact the
     Company's  historical  financial  statements, as the Company currently does
     not  use  derivative  instruments.

     In  December  1999,  the  Securities  and  Exchange Commission issued Staff
     Accounting  Bulletin No. 101 ("SAB 101"), which summarizes the views of the
     Commission  staff  in  applying accounting principles generally accepted in
     the  United  States  of  America  to  revenue  recognition  in  financial
     statements.  Our  revenue  recognition  principles  are consistent with the
     guidance  set  forth in SAB 101, which the Company adopted on July 1, 2000.

     EITF  00-2,  "Accounting  for  Web Site Development Costs," issued February
     2000,  became  effective  no  later  than  July 1, 2000. This pronouncement
     requires  the  capitalization and amortization of certain web site software
     costs in instances where the web site is used for internal use. The Company
     adopted  EITF  00-2  on  July  1,  2000,  and  its adoption does not have a
     material  effect  on  the  Company's  financial  statements.

     In  March  2000,  the  Financial  Accounting  Standards  Board  issued
     Interpretation  No 44, "Accounting for Certain Transactions Involving Stock
     Compensation - an Interpretation of APB 25" ("FIN 44"). This Interpretation
     clarifies  certain  issues  relating to stock compensation. The adoption of
     this  interpretation  on  July  1,  2000  did  not  have  any impact on the
     Company's  historical  financial  statements.


                                       -8-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


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


     NPAC  I  and  NPAC II were formed in 1998 and 1999, respectively, as wholly
     owned  subsidiaries  to  make  business  acquisitions.  NPAC  I and II were
     subsequently  merged  and  changed  their name to New Paradigm Advertising,
     Inc.  ("NPA")  after  the  acquisitions  as  described  below.

     On  April  1, 1998 the Company through its wholly owned subsidiary, NPAC I,
     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 was required to
     pay  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 payments were to 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.

     In  accordance  with  the terms of the acquisition agreement with SKC dated
     April  1,  1998, the Company was due to make certain additional payments in
     cash  and  in  shares of common stock to the principles of SKC based on the
     net  revenues of the subsidiary (as referred to above). Pursuant to the new
     agreement  dated  September  26, 2000, the Company issued 385,000 shares of
     common stock valued at $292,600 and recorded a $541,000 note payable to the
     principals  of  SKC  and  the percentage of net revenues (as defined in the
     buyout agreement) for the third year will be 85%. Accordingly, $787,600 was
     recognized  as  goodwill  and  is  being  amortized  over  15  years.

     On  July  1, 1999 the Company through its wholly owned subsidiary, NPAC II,
     purchased  certain  assets  and  assumed certain liabilities related to the
     advertising  business of Sutton and Partners, Inc. 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 agreed to pay 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). This buyout payment was to 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.


                                       -9-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


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


     In  accordance  with  the terms of the acquisition agreement with S&P dated
     July  1,  1999, the Company was due to make certain payments in cash and in
     shares  of  common stock to the principals of S&P based on the net revenues
     of  S&P  (as  referred to above). By agreement, the terms of the additional
     payments due the principals of S&P were amended. The Company is required to
     issue  60,000  shares  of common stock and pay $36,000 over the next twelve
     months  (commencing March, 2001) to the principals of S&P. In addition, the
     principals  of S&P waived their rights to certain bonus payments and agreed
     that after April 1, 2000 the bonus would be based upon 20% of net revenues,
     as  defined  in  the  agreement.

     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>


                                      -10-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


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


     The  following  pro  forma  consolidated  results  of  operations have been
     prepared  as  if the acquisition of S&P and GMG had occurred as of April 1,
     1999:

<TABLE>
<CAPTION>
                     March 31, 2000
                       (Unaudited)
                    ----------------
<S>                 <C>
Net revenues        $     6,430,000
Net loss                   (412,000)
Net loss per share            (0.11)
</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.


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

     Property  and  equipment  consists  of  the following as of March 31, 2001:

<TABLE>
<CAPTION>
<S>                                              <C>
Computer equipment                               $291,871
Software                                          154,329
Furniture and fixtures                            172,714
                                                 --------

                                                  618,914
Less: Accumulated depreciation and amortization   467,772
                                                 --------

                                                 $151,142
                                                 ========
</TABLE>


4.   NOTES  PAYABLE
     --------------

     Notes  payable  as  of  March  31,  2001  are  as  follows:

     Notes  payable  to  officers.  The  notes  are  due in varying
     amounts  throughout  the  year  ending  March 31, 2002 and are
     interest  free.                                                  $  500,000

     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
                                                                      ----------

                                                                      $  549,000
                                                                      ==========


                                      -11-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


5.   INCOME  TAXES
     -------------

     At  March  31,  2001,  the  Company has net operating loss carryforwards of
     approximately  $10,468,000,  which  expire  in  various years through 2016,
     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,  2001  the  Company  had  a  deferred  tax  asset  amounting  to
     approximately  $4,700,000. The deferred tax asset consists primarily of net
     operating  loss  carryforwards  and  has  been  fully offset by a valuation
     allowance  of  the  same  amount.


6.  COMMITMENTS  AND  CONTINGENCIES
    -------------------------------


     Leases
     ------

     The  company  leases  sales  and  office space under operating leases which
     expire  on  March  31,  2002,  August  11,  2005  and  February  28,  2006.

     The  future  minimum  rental  payments  under  these  lease  agreements are
     approximately  as  follows:

<TABLE>
<CAPTION>
Year ending March 31,
---------------------
<S>                    <C>

2002                   $218,000
2003                    151,000
2004                    152,000
2005                    153,000
2006                    129,000
                       --------

                       $803,000
                       ========
</TABLE>

     Rent  expense  for  the  years  ended  March  31, 2001 and 2000 amounted to
     approximately  $185,000  and  $170,000  respectively.

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

     On  November  13, 1997, the Company entered into an agreement with Mr. Mark
     Blundell for a term of three years ending November 17, 2000. This period is
     automatically  extended  on  the  anniversary  date unless ninety (90) days
     written  notice  is  given  by  either  party.  Under  the  agreement,  Mr.
     Blundell's  annual base salary is $150,000 with a monthly expense allowance
     of  $4,750.

     In  order  to  retain  this  officer's services in seeking acquisitions the
     Company  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. The balance due from the
     officer  at  March  31,  2001  is  $139,299,  including  accrued  interest.


                                      -12-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


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


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

     On  April 1, 1998, the Company entered into employment agreements each with
     Mr.  Rocco Cipriano and Mr. Milton Kapelus for a term of three years ending
     March  31,  2001. Under the agreement, their annual base salary was $75,000
     with  a  monthly  expense  allowance  of  $667.

     In  consideration  for  executing  these  agreements,  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.

     On  July  1,  1999, the Company entered into employment agreements with Mr.
     Steven  Katcher  and  Mr. Douglas Longmire for a term of three years ending
     June  30,  2002.  Under these agreements, each has an annual base salary of
     $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  these  agreements,  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.

     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.

     On  November  10,  2000  the Company entered into an agreement with Mr. Ali
     Faraji  for  a  term  of  three  years  ending November 10, 2003. Under the
     agreement,  Mr.  Faraji's  annual  base  salary  is $100,000 with a monthly
     expense  allowance of $2,083. The employment agreement further provides for
     an  annual  incentive  bonus of $100,000 if the Company's net revenues meet
     certain  levels,  as  defined  in  the  agreement.


                                      -13-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


7.   SHAREHOLDERS'  DEFICIENCY
     -------------------------


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

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

     Warrants
     --------

     In January 1997 a shareholder loaned the Company $150,000 in exchange for a
     six-month  non  interest  bearing  note.  In consideration for the note the
     shareholder was issued 150,000 warrants with an exercise price of $2.00 per
     share.  These  warrants  expire  on  January  16,  2002  and  are currently
     outstanding  as  of  March  31,  2001.

     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  November  and  March  2000,  the Company granted to its Chief Executive
     Officer 90,000 and 100,000 options to purchase shares of Common Stock at an
     exercise  price  of  $0.50  and  $2.19  per  share,  respectively.


                                      -14-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


7.   SHAREHOLDERS'  DEFICIENCY  (continued)
     --------------------------------------

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

     A  summary  of the activity for the two year period ended March 31, 2001 is
     as  follows:

<TABLE>
<CAPTION>
                               Option     Exercise Price   Weighted Average
                               Shares    range per share    exercise price
                             ----------  ----------------  -----------------
<S>                          <C>         <C>               <C>
Outstanding, April 1, 1999     976,000   $  .16   - $5.13  $             .52
Granted                        265,000     .75   -   2.19               2.00
Exercised*                    (450,000)               .16                .16
                             ----------  ----------------  -----------------

Outstanding, March 31, 2000    791,000     .16   -   5.13               1.22
Granted                        439,250     .50   -   1.00                .52
Exercised                      (20,000)               .25                .25
                             ----------  ----------------  -----------------

Outstanding, March 31, 2001  1,210,250   $  .16   - $5.13  $             .98
                             ==========  ================  =================
<FN>
*  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.
</TABLE>

     The  following  table  summarizes  information concerning exercisable stock
     options  and  stock  options  granted  as  of  March  31,  2001  and  2000.

<TABLE>
<CAPTION>
                                          Option   Exercise Price   Weighted
Average
                                          Shares   range per share   exercise
price
                                          -------  ---------------
-----------------
<S>                                       <C>      <C>              <C>
     Exercisable at year ended March 31:
            2000                          438,000   .16  -    5.13
 .94
            2001                          727,000   .75  -    2.19
1.30

                                                                    Weighted
Average
     Options granted in:                                               Fair
value

-----------------
           2000                                                     $
2.01
           2001
 .52
</TABLE>


                                      -15-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


7.   SHAREHOLDERS'  DEFICIENCY  (continued)
     --------------------------------------

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

     The  following table summarizes information about stock options outstanding
     at  March  31,  2001:

<TABLE>
<CAPTION>
                                                      Range  of  exercise
prices

------------------------------------------
                                               $.16-  $.25  $.34- $.75   $2.19
  $5.13
                                               -----------  ----------  --------
 -------
<S>                                            <C>          <C>         <C>
 <C>

      Outstanding options:
      Number outstanding at March 31, 2001         240,000     680,250   230,000
  60,000
      Weighted average remaining contractual

      life (years)                                    1.33        4.75      4.00
    4.72
      Weighted average exercise price          $       .21  $      .48  $   2.19
 $  5.13

      Exercisable options:
      Number outstanding at March 31, 2001         197,500     239,500   230,000
  60,000
      Weighted average exercise price          $       .20  $      .40  $   2.19
 $  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, 2001
     and  2000,  respectively;  no  dividends  paid  for  all  years;  expected
     volatility  of  152.40%  and  45.80%  in  2001  and  in 2000, respectively;
     weighted  average risk-free interest rates of 5.00% and 5.20% respectively;
     and  expected  lives  of  1.33  to  4.75  years,  respectively.

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

<TABLE>
<CAPTION>
                                               Year ended March 31,
                                              ----------------------
                                                 2001        2000
                                              ----------  ----------
<S>                                           <C>         <C>
Net Income (loss):
As reported                                   $(805,430)  $(428,576)
  Pro Forma                                    (990,330)   (493,272)
Basic and diluted earnings (loss) per share:
  As reported                                 $    (.17)  $    (.11)
  Pro Forma                                        (.20)       (.13)
</TABLE>


                                      -16-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


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

<TABLE>
<CAPTION>
                               Year ended March 31,
                               --------------------
                                   2001    2000
                                  ------  ------
<S>                               <C>     <C>
Cash paid during the period for:
    Interest                      $9,825  $4,911
</TABLE>

     Supplemental  disclosures  of  non-cash investing and financing activities:

     Year  ended  March  31,  2001
     -----------------------------

     The  Company  issued:

          385,000  shares  of common stock valued at $292,600 in connection with
          the  revision  to  the  SKC acquisition agreement dated April 1, 1998.

          94,800  shares of common stock valued at $23,700 for services rendered
          to  the  Company.

     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.

9.   EMPLOYEE  BENEFIT  PLANS
     ------------------------

     In July 2000 the Company terminated the old and adopted a new 401(k) salary
     deferred benefit plan which covers substantially all employees who have met
     certain  requirements. In addition to the employer match of up to a maximum
     of  6%  of  compensation  under  the  old plan, the new plan provides for a
     discretionary  profit-sharing  plan  contribution.  These  employer
     contributions  can  be  paid,  at  the discretion of the Company, in cash ,
     Company  stock  or other property. The Company contribution to the plan for
     the  year  ended  March  31,  2001  was  approximately $25,000. No employer
     contribution  was  made  for  the  year  ended  March  31,  2000.


                                      -17-
<PAGE>
          NEW PARADIGM STRATEGIC COMMUNICATIONS, INC. AND SUBSIDIARIES
              (F/K/A New Paradigm Software Corp. And Subsidiaries)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


10.    MAJOR  CUSTOMERS
       ----------------

     Three customers accounted for 19%, 23% and 11% of the Company's revenue for
     the  year  ended  March  31, 2001. The total accounts receivable from these
     customers  at  March  31,  2001  amounted  to  34%  of  the  total accounts
     receivable  balance.

     Three customers accounted for 14%, 20% and 16% of the Company's revenue for
     the year ended March 31, 2000. The total accounts receivable due from these
     customers  at  March  31,  2000  amounted  to  70%  of  the  total accounts
     receivable  balance.

11.  SEGMENT  INFORMATION
     --------------------

     The  Company  operates  within  the  marketing  and communications services
     industry  from  its  offices  located  in  New  York.

     In 2001 and 2000, revenues derived from a client in the United Kingdom were
     approximately,  $1,408,000  and  $  1,260,000,  respectively.


                                      -18-
<PAGE>