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

                          FORM 10-KSB/A

[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934
             FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

[   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
             TRANSITION PERIOD FROM __________ TO __________

                 CALIFORNIA SOFTWARE CORPORATION
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                          88-0408446
(STATE OR OTHER JURISDICTION OF    (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION)                 NO.)

  2485 MCCABE WAY, IRVINE, CALIFORNIA              92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)        (ZIP CODE)

 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
 (949) 553-8900

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
   COMMON STOCK, $.001 PAR VALUE PER SHARE, 20,000,000 SHARES
 AUTHORIZED, 6,541,800 ISSUED AND OUTSTANDING AS OF DECEMBER 31,
                              1999.

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 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
requirements for the past 90 days. Yes [X] No [  ]

Indicate  by  check  mark  if  disclosure  of  delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not 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. [  ]

The  approximate aggregate market value of the Common Stock  held
by non-affiliates of the registrant, based upon the closing price
of  the  Common  Stock reported on OTCBB, was $18,866,657  as  of
September 30, 2000.

The  number of shares of Common Stock outstanding as of September
30, 2000 was 12,577,771.

         TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:
                         Yes [  ] No [X]

THE  FOLLOWING  DISCUSSION CONTAINS, IN  ADDITION  TO  HISTORICAL
INFORMATION,  FORWARD-LOOKING STATEMENTS THAT INVOLVE  RISKS  AND
UNCERTAINTIES.   THE  COMPANY'S  ACTUAL  RESULTS   COULD   DIFFER
SIGNIFICANTLY  FROM THE RESULTS DISCUSSED IN THE  FORWARD-LOOKING
STATEMENTS.  FACTORS  THAT  COULD CAUSE  OR  CONTRIBUTE  TO  SUCH
DIFFERENCES  INCLUDE,  BUT ARE NOT LIMITED  TO,  THOSE  DISCUSSED
BELOW  AND  IN ITEM 6, "MANAGEMENT'S DISCUSSION AND  ANALYSIS  OR
PLAN OF OPERATION".

                        TABLE OF CONTENTS

PART I

Item 1. DESCRIPTION OF BUSINESS                             1

Item 2. DESCRIPTION OF PROPERTY                             9

Item 3. LEGAL PROCEEDINGS                                   9

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10

PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER    11
MATTERS

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF     12
OPERATION

Item 7. FINANCIAL STATEMENTS                                16

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE                         30

PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT  31

Item 10. EXECUTIVE COMPENSATION                             32

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT                                              33

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     34

PART IV

Item 13. EXHIBITS AND REPORTS ON FORM 8-K                   34

SIGNATURES                                                  35




<PAGE>



                             PART I

ITEM 1.  BUSINESS.

OVERVIEW AND HISTORY

California Software Corporation, hereinafter referred to  as  the
"Company"  or "CSC", was incorporated in the State of  Nevada  on
October 28, 1998 and markets a family of software products  under
the  brand  name BABY that support the migration of International
Business  Machines ("IBM") Midrange applications  to  the  PC-LAN
business environment.

The  Company's  predecessor, California Software  Products,  Inc.
("CSPI"), was founded in 1975 for the purpose of writing software
programs   for  mainframe  manufacturers.   In  1980,  CSPI   was
approached  by  the PC Division of IBM to write  a  program  that
would  compile System/32 software to run on a personal  computer.
The  development  continued throughout the  eighties  adding  new
features  and  updating current programs as IBM introduced  newer
computer  systems.  When IBM disbanded the PC  Division  and  the
AS/400  Division  chose  not to continue the  relationship,  CSPI
continued to improve its products on its own.

In  the  early  eighties,  CSPI's founders  pioneered  the  first
personal computer ("PC")-based Report Generation Language ("RPG")
compilers,  which  are a core functionality of the  BABY  product
line.   As  the  development environment expanded,  the  products
evolved to allow a user to execute Midrange applications on a  PC
network   in   "native"  mode  without  the  need  for   complete
redevelopment  of the application's source code.  Over  the  past
decade, the BABY brand has gained a significant franchise in  the
worldwide  marketplace with more than 100,000 users in  fifty-six
countries.

In  late  1996,  CSPI  was purchased by Bruce  Acacio  and  Carol
Conway.   In  January 1997, CSPI filed for Chapter 11  protection
under federal bankruptcy law due to an unresolved conflict with a
major  creditor.  The reorganization plan put forth by management
was approved by the courts in October 1997.

On  January 12, 1999, the Company acquired the net assets of CSPI
with a historical cost of $700,840 in exchange for a Common Stock
subscription.   Since CSPI's line of business  was  substantially
the  same  as the Company's, and the shareholders, officers,  and
directors  of  CSPI  and  CSC were substantially  the  same,  the
Company  valued  the  net  assets acquired  from  CSPI  at  their
historical  cost.   On  January 27, 2000,  the  subscription  was
converted into 2,000,000 shares of the Company's Common Stock.

INDUSTRY BACKGROUND

The  IBM  AS/400  and  its  predecessors,  System/32,  System/34,
System/36,  and  System/38  - collectively  called  IBM  Midrange
systems  -  are a class of machines substantially different  from
widely  familiar PCs.  The System/36, superceded by  the  AS/400,
served  as a popular computing solution for business applications
for  many years after IBM's introduction of these two systems  in
1983  and  1988,  respectively.  Midrange  systems  were  popular
because,  at the time of their introduction, they were  far  more
powerful  than  individual  PCs and were  capable  of  supporting
environments with hundreds of users.  While the AS/400  made  the
System/36  obsolete, industry sources estimate that approximately
250,000 System/36 systems remained in use worldwide at the end of
1995.  Industry publications estimate that there are over 700,000
AS/400 systems deployed worldwide at the end of 1999.

The  wide  acceptance of IBM Midrange systems  fed  off  a  large
number  of available software applications, both custom and  pre-
packaged,  that ran on them.  Over 28,000 business programs  were
written  for  those systems - more than for any  other  platform.
Thus,  in adopting IBM's Midrange computing platforms, businesses
and the independent software vendors ("ISVs") that supported them
invested  substantial  resources developing application  software
that  could  perform a wide variety of manufacturing, accounting,
and   other   information-management  functions.   According   to
industry   sources,  by  1995,  an  estimated   25,000   software
applications  had  been  developed for  use  on  AS/400  systems.
Indeed, the development of applications software intended for use
on  IBM's  Midrange  computing platforms  continues  assisted  by
approximately  8,000  ISVs.  In 1995,  those  ISVs  generated  an
estimated  $2.5  billion  in revenues  from  AS/400  applications
software sales.

Despite  the  platform's multiple advantages, IBM Midrange  users
and  developers have historically been constrained  by  the  non-
graphical  and  proprietary nature of  IBM's  operating  systems.
Software  applications  written  for  the  System/36  and  AS/400
platforms  would not run on other computing platforms,  including
those using open operating systems such as UNIX or Windows NT(TM).
This  factor became increasingly important in recent years as  PC
networks became far more powerful and the number of PC users grew
to  the point where virtually all business people use them daily.
Today,  Midrange systems appear old-fashioned to many information
management  professionals.   Since  the  late  1980s,  decreasing
prices  and  increasing  functionality in information  technology
products  led to increased market acceptance of open systems  and
customer demand for information technology products based on such
systems.   According  to  some estimates,  sales  of  server/host
systems based on the UNIX and Windows NT(TM) operating systems will
increase  to $40 billion annually in the year 2000,  up  from  an
estimated  $22  billion in 1996.  Industry sources estimate  that
the  UNIX applications software market is currently smaller,  but
growing faster, than the AS/400 applications software market.

-1-

The  shift in position of the AS/400 from the operating  platform
to  a passive server on a network raises the issue of integrating
a   huge   bank   of  reliable,  but  proprietary,  text   screen
applications  into  a  network  environment.   The   four   major
approaches to integrating System/36 and AS/400 systems  into  LAN
environments may be summarized as follows:

*     Re-engineering - Re-engineering requires rewriting existing
  applications software to enable it to operate on a new computing
  platform.  Since this entails completely rewriting applications
  software  to  meet customer requirements, it often  results  in
  increased cost, risk of failure, disruption and delay.

*     Packaged Solutions - Migrating to a new computing  platform
  can  sometimes  be accomplished by installing  an  applications
  software package that has been independently developed to run on
  open  or  portable  platforms.  While a substantial  number  of
  packaged   software  applications  are  available,   businesses
  implementing  this approach will often have  to  abandon  their
  investment  in  existing databases and software and  may  incur
  substantial retraining costs.

*     Rehosting  -  Rehosting involves migration of  applications
  software to a new computing platform with minimal change to the
  source  code.  Rehosting is achieved by rebuilding applications
  software to run efficiently on the new computing platform.  This
  solution often enables businesses to enjoy the continued use of
  their existing programs and databases, reduces retraining costs
  and takes full advantage of a new computing platform.

*     Refacing  -  Refacing involves replacing the "green-screen"
  interface with a graphical user interface ("GUI").  The  source
  code must still be run on the original computing platform or in a
  replicated environment.  This is frequently the next step after
  rehosting  an  application to provide appearance and  operation
  virtually identical to other Windows(TM) applications running in
  the environment.

Re-engineering  custom applications or moving to a  new  packaged
solution  poses  a  significant financial  risk  to  a  business.
Rewriting  an application is not a line-for-line process  because
programming  languages  have  different  characteristics.   As  a
result,  businesses that elect to reengineer their  software  may
expect new applications to have errors that must be corrected.  A
packaged  solution  usually requires extensive  modifications  in
order  to  meet  particular  business requirements.   During  the
implementation  period,  users  may  need  retraining   and   the
incidence  of user errors may increase.  Businesses may  have  to
deal  with the risk of loss of customer, sales, financial, and/or
operations data during the conversion.

The  Company's expertise is in rehosting and refacing -  the  two
approaches  that  require  minimal  retraining  costs  and  offer
continued  use of existing programs and databases.  The Company's
products replicate the IBM Midrange operating environments  under
Windows(TM)  whereby an applications developer can take older IBM
Midrange programs that meet current business requirements and run
them  on  an  Windows NT(TM) network. Moreover, the developer can
utilize another of the Company's products to add a GUI that  does
for  Midrange applications what Windows 3.x and Windows 95/98 did
for  DOS  applications.  The Company also  provided  a  Year-2000
compliant platform for System/3x programs, which in turn extended
the life of the Midrange applications at a relatively low cost to
the developer.

ISVs   must  also  adapt  to  customer  demands  associated  with
increased popularity of new computing platforms.  ISVs that  have
developed successful AS/400 applications software are faced  with
the  challenge  of migrating their products to new  platforms  to
meet  customer demands while maintaining their existing  customer
base  for  applications software running on the AS/400  platform.
The  Company's  products are an excellent choice  for  such  ISVs
because BABY development tools do not modify the RPG source code.
Moreover,  screens developed with BABY/GUI can be used  for  both
the  AS/400 and Windows NT(TM) offerings. As a result, one set of
code  and screens can be maintained for both the Midrange and  PC
platforms.

-2-

COMPETITION

Competition  in  the  rehosting end of  the  Company's  business,
including  its BABY/AS2000 and BABY/36 products, is  minimal  and
the  Company enjoys market leadership in this space, as there are
no   other  significant  rehosting  products  available  to   the
Company's knowledge.  The Company's graphical products, including
its  BABY/GUI  and  BABY.COM products, which enable  AS/400  text
screens  and  deploy them to the Internet, compete directly  with
established  market leader Seagull Software.  While  the  Company
considers   itself  a  relative  newcomer  to  this  market,   it
anticipates  that  this  technology  will  become  the   dominant
business for the Company in the future.

PRINCIPAL PRODUCTS

The Company markets a family of software products under the brand
name  BABY.   The  products provide (a) software  solutions  that
allow business customers to migrate IBM Midrange RPG applications
to  the PC environment and to execute such applications in native
mode  on  a  PC  network  without  a  complete  rewrite  of   the
application's  source  code; (b) software designed  to  create  a
distributed processing environment including a true AS/400 client-
server   environment,  remote  site  operations,  deployment   of
specific applications to PC workstations separate from an AS/400,
various  high availability applications, or delegation of  AS/400
batch  processing  to  Windows NT(TM); and (c) GUI software  that
allows a developer of an AS/400 text-based application to present
screens with Windows(TM) point-and-click functionality.  Once the
application  runs  on  a BABY system, the developer  deploys  his
application by purchasing a BABY runtime license for  every  user
of the software.  As a result, businesses and companies worldwide
use  the Company's family of BABY products for off-loading  their
program development by moving their source code to the PC,  where
it can be modified, recompiled, and debugged using BABY products.
These programs can then be run on the PC or the Midrange system.
The Company currently offers the following applications:

*     BABY/AS2000  -  BABY/AS2000 is a powerful PC-based  RPG/400
development, execution, and operating environment that combines
all the benefits of PC and PC network technology with the power
and  versatility of an IBM AS/400 Midrange computer.   Existing
source  code  is downloaded to the PC, recompiled and  executed
without  the  need  for redevelopment.   New  programs  can  be
developed,  compiled  and debugged on  the  PC  platform.   New
applications can be executed on the PC or uploaded to the AS/400.
BABY/AS2000 allows users to preserve their existing application
software  investment, improve system performance  and  end-user
response time, avoid the high cost of Midrange system upgrades,
lower maintenance and system operations cost, integrate RPG/400
application data with existing PC applications, increase end user
productivity and performance and shorten new user training time.

*     BABY/AS2000  Client Server - The BABY/AS2000  Client-Server
rapidly  converts AS/400 legacy applications into client-server
solutions  without  the  need  for  any  redevelopment  of   PC
functionality.  With BABY/AS2000 Client Server, portions of the
legacy  application  targeted  to  become  PC  Clients  can  be
downloaded  to  the PC and recompiled creating PC-based  object
code.  The PC-based RPG application is able to execute for  the
Client and continue to use the data files residing on the AS/400
(true client-server).  This makes it possible to rapidly turn a
legacy application into a client-server application, eliminating
the  need for reprogramming or learning new PC-based languages.
Benefits  of  the BABY/AS2000 Client-Server include eliminating
redevelopment of application functionality, rapid implementation
cycle with low project completion risk, minimal project and staff
investment,  no  learning curve for new  PC  based  programming
languages, no requirement to move the original source code from
the AS/400, increased end user productivity and performance and
shortened application training time for new users.

*    BABY/36 - BABY/36 is a powerful PC-based RPG II development,
execution and operating environment for the migration of
System/36 applications to a PC stand-alone or network environment
without the need for any redevelopment.  Many users have replaced
their System/36 with PC networks and were able to easily migrate
their System/36 applications in a matter of days.  Benefits of
BABY/36 include the ability to preserve existing application
software investments, improved system performance and end user
response time, avoiding the high cost of upgrading to an AS/400,
lower maintenance and system operations cost, integration of RPG
II application data with existing PC applications, increased end
user productivity and performance, avoiding the cost of adding
third party GUI products, shortened new user training time and
the ability to execute System/36 applications on portable PCs and
across remote locations.

*    BABY/GUI - BABY/GUI is a powerful PC-based program that
allows a software developer to transform System/36 and AS/400
text-based applications into icon-driven Windows(TM) screens with
point-and-click functionality.  On-the-fly conversion gives an
application an appearance somewhat better than most 5250
emulation products.  The visual editor provides the tools to
customize the application by moving or deleting objects from the
screen, adding logos and graphics, turning function keys into
menus or buttons, changing the color and font of labels and
fields, displaying subfiles as list boxes, creating multi-level
task bars, adding sophisticated metaphors like tabs and
notebooks, and other standard and custom Windows(TM) features.
BABY/GUI facilitates the conversion through a powerful
recognition engine that identifies application features for
automatic transformation.  Prepared and user-defined scripts
provide additional auto-conversion functionality.  Screens
modified with BABY/GUI can be displayed using either the AS/400
or BABY/AS2000 platforms. Thus, a developer offering his
application on both platforms has only one set of screens to
maintain.

-3-

Services and Support

The  Company  currently  supports its products  with  a  team  of
technical  experts that can assist clients in a smooth  migration
to  the  PC  environment.   The Company  believes  its  technical
support team and implementation consultants are well equipped  to
support  IBM  Midrange, PC, connectivity hardware, and  operating
system environments.  The Company also offers services such as:

*     Pre-Migration  Analysis - Analysis  and  preparation  of  a
  customer's software and hardware environment for migration to the
  Company's products.

*     Client-Server Consulting - Assistance in planning  for  and
  converting  legacy  application environments  to  client/server
  environments.

*      Application   Migration  Services  -  Migration   of   RPG
  applications to the Company's PC-based operating environment.

*     Implementation Service - On-site installation  of  migrated
  applications, technical training and configuration  of  the  PC
  environment for program execution.

DISTRIBUTION, MARKETING AND CUSTOMER RELATIONS

The  Company  sells its products and services  in  North  America
directly  to  end-users  and through a  network  of  value  added
resellers  ("VARs"),  who bundle their own Midrange  applications
with  the  BABY products into a single PC offering.  The  Company
also  markets  its  products overseas  through  an  international
distributor network of IBM Business Partners and software houses.
The  Company  is  an  IBM AS/400 Partner  in  Development  and  a
Microsoft Solution Provider.  No single customer accounts  for  a
material portion of the Company's revenues.

The  Company is currently marketing and distributing its services
and  products through a direct sales force.  The Company believes
that  its multi-channel distribution strategy will enable  it  to
effectively market its software and services to a wide  range  of
potential customers.  The Company has also established  and  will
continue  to  establish marketing and distribution  relationships
through  a  broad range of channels including VARs,  distributors
and  manufacturers  representatives,  as  well  as  direct  sales
representatives.  In addition, the Company employs  direct  mail,
advertising,  seminars, trade shows, telemarketing, and  on-going
customer and third-party communications programs.

The  Company  has  organized its information technology  services
business  such  that each service technician maintains  a  direct
relationship  with  certain of the Company's  service  customers.
Specific  marketing programs will vary by target  customer.   The
Company believes that its direct sales approach, including having
Company   service   technicians  serve   as   client-relationship
managers,  has led to better account penetration and  management,
better communication and long-term relationships with its clients
and  greater  opportunities for follow-on sales of  products  and
services to its client base.

-4-

NEW PRODUCT OFFERINGS

BABY.COM - An add-on module planned for late 2000, BABY.COM  will
be  sold  separately  to  users of  BABY/GUI  and  will  allow  a
developer  to  Internet-enable his product.   This  product  will
create  a  synergistic  marketing  environment  for  BABY/AS2000,
BABY/GUI and BABY/36.

PROPRIETARY RIGHTS

The  Company  has  a registered United States trademark  for  its
family  of  BABY  software technology.  Management  is  currently
planning  to register additional copyrights and/or trademarks  to
fully  protect  its  software.   In  addition,  the  Company   is
protecting  new proprietary technological advancements  as  trade
secrets until appropriate measures can be taken for protection.

RESEARCH AND DEVELOPMENT ACTIVITIES

The  market for business computing products has been historically
characterized   by  frequent  technological  advances,   evolving
industry  standards and escalating customer expectations.   As  a
result, management believes that the Company's future growth  and
success  will be largely dependent on its ability to  develop  or
acquire  products to meet the evolving needs of  its  prospective
clients.   The Company anticipates that the long-term success  of
its  product  offering will require further product  development.
The  Company  expects  to continually evaluate  its  products  to
determine  what additional products or enhancements are  required
by the marketplace.  The Company plans to develop and enhance its
products  internally to meet clients' needs, but if  the  Company
can  purchase or license proven products at reasonable  costs  it
will  do  so  in order to avoid the time and expense involved  in
developing products.

The Company did not incur any research and development costs from
October  28, 1998 (date of inception) through December 31,  1998.
However,  during  the year ended December 31, 1999,  the  Company
incurred  research  and  development expenses  of  $414,992  with
respect  to  its current and future products.  The cost  of  such
activities were not borne by the Company's customers.

The   Company  has  added  new  features  to  both  BABY/36   and
BABYAS/2000  to allow Internet access. A product called  BABY/GUI
was  released  in  the  third  quarter  of  1999.   Much  of  the
technology  for the GUI product has been released as a  component
of BABY/36; as a result, most of the research and development has
already  been  completed.  BABY/GUI creates a  GUI  for  software
companies  and  users of the IBM AS/400 computer itself,  whether
they  purchase the Company's original BABY series of products  or
not.  In short, AS/400 users not wishing to deploy their software
on  PCs  can maintain their IBM Midrange computer and make  their
software appear more modern.

Users of more current software running under Windows(TM) have come
to  expect  graphical point and click software.  BABY/GUI  allows
software  companies and end users the ability to create graphical
screens  without having to rewrite their non-graphical text-based
software.   Having created these new graphical screens,  BABY.COM
allows customers to save these screens in DHTML format and deploy
them on the Internet.

EMPLOYEES

At  September 30, 2000, the Company had thirty-seven  (37)  full-
time  employees.   The  Company's  employees  are  currently  not
represented by a collective bargaining agreement, and the Company
believes that its relations with its employees are good.

-5-

RISK FACTORS

The  Company  does not provide forecasts of its future  financial
performance.  However, from time to time, information provided by
the  Company  or  statements made by its  employees  may  contain
"forward-looking"   information   that   involves    risks    and
uncertainties.   In  particular,  statements  contained  in  this
Report on Form 10-KSB/A that are not historical facts (including,
but not limited to statements contained in "Item 6 - Management's
Discussion and Analysis or Plan of Operations" of this Report  on
Form  10-KSB/A  relating to liquidity and capital resources)  may
constitute forward-looking statements and are made under the safe
harbor provisions of The Private Securities Litigation Reform Act
of   1995.   The  Company's  actual  results  of  operations  and
financial  condition  have varied and  may  in  the  future  vary
significantly   from   those  stated  in  any   forward   looking
statements.   Factors  that may cause such  differences  include,
without   limitation,   the   risks,  uncertainties   and   other
information discussed below and within this Annual Report on Form
10-KSB/A,  as  well  as  the accuracy of the  Company's  internal
estimates of revenue and operating expense levels.  The following
discussion  of  the  Company's risk factors  should  be  read  in
conjunction  with the financial statements contained  herein  and
related  notes thereto.  Such factors, among others, may  have  a
material  adverse effect upon the Company's business, results  of
operations and financial condition.

Exposure  to  Damages as a Result of Litigation.  On  August  17,
2000,  a  shareholder class action was commenced  in  the  United
States  District  Court  for the Central District  of  California
against the Company as well as two of its officers and directors,
Bruce  Acacio and Carol Conway.  The class action was brought  on
behalf  of  purchasers  of the stock of the  Company  during  the
period  February 9, 2000 through August 6, 2000.  The  plaintiffs
allege  that the defendants made false and misleading  statements
about the Company's actual and expected financial performance  to
inflate the value of the Company's stock to defraud investors, in
violation  of  federal  securities  laws.   The  plaintiffs  seek
damages,  interest, costs and such other equitable or  injunctive
relief  as the Court may deem just and proper.  Additionally,  on
August 24, 2000, a shareholder filed a complaint against the same
defendants  in the United States District Court for  the  Central
District of California, based on the same allegations and seeking
the same damages as in the class action suit described above.

In  addition, on or about September 11, 2000, a third shareholder
class  action  was commenced in the United States District  Court
for   the  Central  District  of  California,  against  the  same
defendants.   This  complaint is based upon the same  allegations
and  seeks the same relief as in the class action suits described
above.   Finally,  on  or  about September  21,  2000,  a  fourth
shareholder class action was commenced in the same court  against
the  same  defendants.  This class action suit is based upon  the
same allegations and seeks the same relief as described above.

The  Company  expects that the above suits will  be  consolidated
into a single class action.

The  Company believes that it has meritorious defenses  to  these
actions  and  intends  to vigorously defend  them.   The  pending
securities   actions  are  in  the  early  states  of  procedure.
Consequently,  at  this  time it is not  reasonably  possible  to
estimate  the damage, or the range of damages, if any,  that  the
Company  might  incur in connection with such actions.   However,
the uncertainty associated with substantial unresolved litigation
may  be  expected  to  have an adverse impact  on  the  Company's
business.   In  particular,  such  litigation  could  impair  the
Company's  relationships with existing customers and its  ability
to  obtain new customers.  Defending such litigation will  likely
result  in  a  diversion of management's time and attention  away
from  business  operations, which could have a  material  adverse
effect  on  the  Company's business, results  of  operations  and
financial condition.  Such litigation may also have the effect of
discouraging potential acquirors from bidding for the Company  or
reducing  the  consideration such acquirors  would  otherwise  be
willing to pay in connection with an acquisition.

Dependence  on  Principal Products.  For the year ended  December
31,  1999,  the  Company's core of BABY  products  accounted  for
substantially  all of the Company's net sales.   The  Company  is
wholly  dependent  on these products.  As a  result,  any  factor
adversely affecting sales of any of these products could  have  a
material  adverse  effect on the Company.  The  Company's  future
financial  performance  will depend in  part  on  the  successful
introduction   of  enhanced  versions  of  these   products   and
development  of  new  versions of these and  other  products  and
subsequent  acceptance of such new and enhanced products.   There
can  be no assurance that the Company's new and enhanced products
will  achieve  significant  market acceptance  or  will  generate
significant revenue.  In addition, competitive pressures or other
factors may result in significant price erosion that could have a
material  adverse  effect  on the Company's  business,  financial
condition or results of operations.

Product  Concentration.  As previously noted, the Company derives
most  of  its  revenues from products that replicate  the  AS/400
environment  on a personal computer platform and provides  a  GUI
for  those  text-screen applications.  As a result, the Company's
future   operating  results  are  dependent  upon  the  continued
widespread use of the AS/400.  Because there can be no  assurance
that  the  AS/400  platform  will continue  to  be  used  in  the
foreseeable  future, a decline in demand for AS/400 products  and
hence  the  Company's  software products could  have  a  material
adverse effect on the Company's business, operating results,  and
financial condition.

-6-

Potential for Software Defects.  Software products as complex  as
the  BABY  products offered by the Company may contain undetected
errors  or failures when first introduced or as new versions  are
released.   Despite  testing by the Company and  by  current  and
potential  customers, any of the Company's products  may  contain
errors  after their commercial shipment.  Such errors  may  cause
loss  of or delay in market acceptance of the Company's products,
damage  to  the Company's reputation, and increased  service  and
warranty  costs.  The possibility of the Company being unable  to
correct  such  errors in a timely manner could  have  a  material
adverse  effect  on the Company's results of operations  and  its
cash  flows.   In addition, technical problems with  the  current
release  of the platforms on which the Company's products operate
could impact sales of these products, which could have a material
adverse effect on the Company's results of operations.

Uneven  Patterns of Quarterly Operating Results.   The  Company's
revenues in general are relatively difficult to forecast and vary
from quarter to quarter due to various factors, including the (i)
relatively  long  sales cycles for the Company's  products,  (ii)
size  and timing of individual transactions, the closing of which
tend to be delayed by customers until the end of a fiscal quarter
as  a  negotiating tactic, (iii) introduction of new products  or
product  enhancements  by the Company or  its  competitors,  (iv)
potential  for  delay or deferral of customer implementations  of
the  Company's  software, (v) changes in customer  budgets,  (vi)
seasonality  of  technology purchases and other general  economic
conditions,  and  (vii) changes in the pricing  policies  of  the
Company  or its competitors. Accordingly, the Company's quarterly
results  are  difficult to predict until the end of the  quarter,
and  delays in product delivery or closing of sales near the  end
of  a  quarter have historically caused and could, in the future,
cause  quarterly  revenues and net income to  fall  significantly
short of anticipated levels.

The Company's revenues in any quarter are substantially dependent
on  orders  booked  and  shipped in  that  quarter.  Because  the
Company's  operating  expenses are based on  anticipated  revenue
levels  and  because a high percentage of the Company's  expenses
are  relatively fixed, a delay in the recognition of revenue from
even   a  limited  number  of  sales  transactions  could   cause
significant  variations  in operating  results  from  quarter  to
quarter and could cause net income to fall significantly short of
anticipated levels.

Effects  of Electronic Commerce.  There can be no assurance  that
the  Company will be able to provide a product offering that will
satisfy new customer demands in the Internet, online services, e-
business   applications,  and  electronic  commerce  areas.    In
addition,  standards for web-enabled and e-business applications,
as  well as other industry adopted and de facto standards for the
Internet  are  evolving rapidly.  There can be no assurance  that
standards  chosen by the Company will position  its  products  to
compete  effectively for business opportunities as they arise  on
the  Internet  and  other emerging areas.   The  success  of  the
Company's  product offerings depends, in part, on its ability  to
continue  developing  products  which  are  compatible  with  the
Internet.   The  increased commercial use  of  the  Internet  may
require  substantial  modification  and  customization   of   the
Company's  products and the introduction of  new  products.   The
Company  may not be able to effectively compete in the  Internet-
related products and services market.

Competition.  The Company encounters intense competition in  some
aspects  of its platform migration business and competes directly
with  other software firms, many of which have greater  financial
resources than the Company.  There can be no assurance  that  the
Company  will  be able to compete successfully in the  future  or
that  competition will not have a material adverse affect on  the
Company's results of operations.

Acquisition  Strategy.   Although  the  Company  has  no  current
acquisition plans, it has addressed and may continue  to  address
the need to develop new products, in part through the acquisition
of   other   companies.   Acquisitions  involve  numerous   risks
including  difficulties in the assimilation  of  the  operations,
technologies   and  products  of  the  acquired  companies,   the
diversion of management's attention from other business concerns,
risks  of entering markets in which the Company has no or limited
direct  prior  experience and where competitors in  such  markets
have  stronger market positions, and the potential  loss  of  key
employees of the acquired company.  Achieving and maintaining the
anticipated benefits of an acquisition will depend in  part  upon
whether  the  integration  of  a  target  company's  business  is
accomplished in an efficient and effective manner, and there  can
be no assurance that this will occur.  The successful combination
of  companies  in  the  high  technology  industry  may  be  more
difficult to accomplish than in other industries.

-7-

Hiring  and  Retention  of  Employees.  The  Company's  continued
growth  and  success  depend  to  a  significant  extent  on  the
continued  service  of  its  senior  management  and  other   key
employees and the hiring of new qualified employees.  Competition
for  highly-skilled business, product development, technical  and
other  personnel  is becoming more intense due to  lower  overall
unemployment rates as well as the boom in information  technology
spending.    Accordingly,  the  Company  expects  to   experience
increased  compensation  costs that may  not  be  offset  through
either improved productivity or higher prices.  There can  be  no
assurances  that  the Company will be successful in  continuously
recruiting new personnel and in retaining existing personnel.  In
general, the Company does not have long-term employment  or  non-
competition  agreements with its employees. The loss  of  one  or
more  key  employees,  or  the  Company's  inability  to  attract
additional  qualified employees or retain other employees,  could
have  a  material adverse effect on the continued growth  of  the
Company.

Sales  Force Restructuring.  The Company historically has  relied
heavily on its direct sales force.  In the past, the Company  has
restructured  or  made other periodic adjustments  to  its  sales
force.   These  changes have generally resulted in a  temporarily
lack  of  focus  and reduced productivity by the Company's  sales
force that may have affected revenues in a quarter. There can  be
no  assurances that the Company will not continue to  restructure
its  sales force or that the related transition issues associated
with restructuring the sales force will not recur.

Possible  Necessity  for Additional Capital.   Depending  on  the
outcome of the currently filed class action lawsuits, the Company
may  require additional capital to fund its capital expenditures,
product  development  and  working capital  requirements  through
2000.   In  addition,  any significant change  in  the  Company's
product  development plans or marketing and distribution  methods
might require additional capital.  If the Company is required  in
the  future  to  seek additional capital through a  new  line  of
credit,  asset-based lending or the sale of equity, no  assurance
can  be  given  that  such capital will  be  available  on  terms
favorable  to  the  Company,  or at  all.   The  sale  of  equity
interests would dilute the ownership of current shareholders.

Enforcement  of the Company's Intellectual Property Rights.   The
Company  relies on a combination of copyright, patent, trademark,
trade   secrets,   confidentiality  procedures  and   contractual
procedures to protect its intellectual property rights.   Despite
the  Company's  efforts  to  protect  its  intellectual  property
rights, it may be possible for unauthorized third parties to copy
certain portions of the Company's products or to reverse engineer
or  obtain  and  use  technology or other  information  that  the
Company  regards as proprietary.  There can also be no assurances
that  the Company's intellectual property rights would survive  a
legal   challenge  to  their  validity  or  provide   significant
protection  for  the Company.  In addition, the laws  of  certain
countries do not protect the Company's proprietary rights to  the
same  extent  as do the laws of the United States.   Accordingly,
there  can  be  no  assurance that the Company will  be  able  to
protect  its  proprietary technology against  unauthorized  third
party  copying or use, which could adversely affect the Company's
competitive position.

Possibility  of  Infringement Claims.  The Company  may,  in  the
future,  receive notices from third parties claiming infringement
by  the  Company's  products  of third  party  patent  and  other
intellectual property rights.  The Company expects that  software
products  will  increasingly be subject to  such  claims  as  the
number  of  products  and competitors in the  Company's  industry
segment   grow  and  the  functionality  of  products   overlaps.
Regardless  of its merit, responding to any such claim  could  be
time-consuming,  result  in  costly litigation  and  require  the
Company to enter into royalty and licensing agreements which  may
not  be  offered or available on terms acceptable to the Company.
If a successful claim is made against the Company and the Company
fails  to  develop  or  license  a  substitute  technology,   the
Company's  business, results of operations or financial  position
could be materially adversely affected.

Possible  Volatility  of Stock Price.  The market  price  of  the
Company's  common stock has experienced significant  fluctuations
and may continue to fluctuate significantly.  The market price of
the common stock may be significantly affected by factors such as
the  announcement of new products or product enhancements by  the
Company  or  its  competitors, technological  innovation  by  the
Company or its competitors, quarterly variations in the Company's
or  its competitors' results of operations, changes in prices  of
the  Company's or its competitors' products and services, changes
in revenue and revenue growth rates for the Company as a whole or
for  specific  geographic  areas,  business  units,  products  or
product  categories,  changes  in earnings  estimates  by  market
analysts,  speculation  in  the press or  analyst  community  and
general  market  conditions  or  market  conditions  specific  to
particular  industries.  The stock prices for many  companies  in
the  technology  sector have experienced wide fluctuations  which
often  have been unrelated to their operating performance.   Such
fluctuations  may  adversely  affect  the  market  price  of  the
Company's common stock.

-8-

Limited  Market  for  Common Stock; Absence  of  Dividends.   The
common  stock of the Company is currently quoted on the Over-the-
Counter   Bulletin  Board  ("OTCBB")  under  the  symbol  "CAWC".
However,  as is the case for many other stocks on the OTCBB,  the
trading  volume  in  the Company's stock  is  insignificant.   In
addition,  most of the Company's stock is privately held.   As  a
result,   the   market  for  the  Company's  stock  is   limited.
Management of the Company anticipates that the expansion  of  the
shareholder base and continuing improvements in operating results
would  enhance  the  liquidity of the  Company's  shares  in  the
future.   However,  there can be no assurance that  a  meaningful
trading market will develop.

Year  2000.  As of the date of this filing, the Company currently
knows  of  no  significant Year 2000-related failures  that  have
occurred  in  either its products or its internal  systems  as  a
result  of  the date change from December 31, 1999 to January  1,
2000.

ITEM 2.  PROPERTIES.

As  of  December  31, 1999, the Company's corporate  headquarters
were  located in approximately 6,000 square feet of office  space
located  at  2901  South  Pullman, Santa  Ana,  California  92705
through  a  sublease arrangement with CSPI, the  original  lessee
under  the lease, and Rayson Associates, the master lessor.   The
sublease  is  for approximately $0.98 per square foot  ($5,851.40
per  month)  from October 1, 1997 to May 15, 1998, increasing  to
$1.20 per square foot ($7,228.20 per month) from January 12, 1999
through  September 30, 1999, and increasing to $1.26  per  square
foot ($7,572.40 per month) from October 1, 1999 to September  30,
2000.

In  February 2000, the Company entered into a new lease agreement
for  its  corporate headquarters with McCabe Way Irvine, LLC  for
approximately  10,668 square feet located  at  2485  McCabe  Way,
Irvine,  CA  92614.  The lease is for a five year term, with  one
five-year  option,  with  monthly  lease  payments  ranging  from
$22,403 to $24,003.

ITEM 3.  LEGAL PROCEEDINGS.

On  August 17, 2000, a shareholder class action was commenced  in
the  United  States  District Court for the Central  District  of
California against the Company as well as two of its officers and
directors,  Bruce Acacio and Carol Conway.  The class action  was
brought  on  behalf  of purchasers of the stock  of  the  Company
during  the period February 9, 2000 through August 6, 2000.   The
plaintiffs  allege that the defendants made false and  misleading
statements  about  the  Company's actual and  expected  financial
performance  to  inflate  the value of  the  Company's  stock  to
defraud investors, in violation of federal securities laws.   The
plaintiffs seek damages, interest, costs and such other equitable
or injunctive relief as the Court may deem just and proper.

On or about August 21, 2000, another shareholder class action was
commenced  in  the United States District Court for  the  Central
District  of California against the Company, Mr. Acacio  and  Ms.
Conway.   The  complaint  is based on the  same  allegations  and
seeking  the  same relief as in the class action  suit  described
above.

On  or about September 11, 2000, a third shareholder class action
was commenced in the United States District Court for the Central
District  of California against the Company, Mr. Acacio  and  Ms.
Conway.   This  complaint is based on the  same  allegations  and
seeks  the  same  relief as in the class action  suits  described
above.

Finally,  on  or  about September 21, 2000,  another  shareholder
class  action  was commenced in the United States District  Court
for  the Central District of California against the Company,  Mr.
Acacio  and  Ms.  Conway.  This complaint is based  on  the  same
allegations  and  seeks the same relief as in  the  class  action
suits described above.

The  Company  expects that the above suits will  be  consolidated
into a single class action.

The  Company believes that it has meritorious defenses  to  these
actions and intends to vigorously defend them.

-9-

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

Not applicable.






-10-

PART II

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

MARKET FOR COMMON STOCK

The  common stock of the Company, par value $0.001 per share (the
"Common Stock"), is traded on the Over the Counter Bulletin Board
("OTCBB")  under the symbol "CAWC".  There was no active  trading
market  for  the  Common Stock prior to November  29,  1999,  the
commencement of the Company's trading on the OTCBB.

The  table below reflects the high and low closing prices of  the
Common  Stock, as reported by the OTCBB, from November  29,  1999
through December 31, 1999.

                                        HIGH              LOW
    1999
    Fourth Quarter (beginning           $1.00            $0.19
    November 29, 1999)

HOLDERS

As  of  September 30, 2000, there were 176 stockholders of record
of the Company's Common Stock.

DIVIDEND POLICY

The  Company has not paid cash dividends on its Common Stock  and
does  not  intend  to pay any cash dividends in  the  foreseeable
future.

SALES OF UNREGISTERED SECURITIES

On  or  about October 28, 1998, the Company completed an offering
that was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.  The Company issued 5,400,000
shares  of  its  Common Stock to its founders  for  an  aggregate
amount  of  $7,175, consisting of $2,800 cash and the forgiveness
of  a loan owed to the stockholders for corporate consulting  and
incorporation costs that were paid for by the stockholders in the
amount of $4,375.

On  or  about December 7, 1998, the Company completed an offering
that  was exempt from registration pursuant to Regulation D, Rule
504,  of  the  Securities Act of 1933, as amended.   Through  the
Company's  principal underwriter, Campbell, Mello and Associates,
the  Company sold 1,141,800 shares of Common Stock at a price  of
$0.025  per  share.  The Company received cash in the  amount  of
$25,545, net of offering costs of $3,000.

On  January 12, 1999, the Company acquired the net assets of CSPI
with a historical cost of $700,840 in exchange for a Common Stock
subscription.   Since CSPI's line of business  was  substantially
the  same  as the Company's, and the shareholders, officers,  and
directors  of  CSPI  and  CSC were substantially  the  same,  the
Company  valued  the  net  assets acquired  from  CSPI  at  their
historical  cost.   On  January 27, 2000,  the  subscription  was
converted into 2,000,000 shares of the Company's Common Stock.

-11-

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

                   FORWARD LOOKING STATEMENTS

THE  STATEMENTS CONTAINED IN THIS REPORT THAT ARE NOT  HISTORICAL
FACTS  ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING  OF  THE
PRIVATE   SECURITIES  LITIGATION  REFORM  ACT.    FORWARD-LOOKING
STATEMENTS  ARE MADE BASED UPON MANAGEMENT'S CURRENT EXPECTATIONS
AND  BELIEFS  CONCERNING FUTURE DEVELOPMENTS AND THEIR  POTENTIAL
EFFECTS UPON THE COMPANY.  THERE CAN BE NO ASSURANCE THAT  FUTURE
DEVELOPMENTS  AFFECTING THE COMPANY WILL BE THOSE ANTICIPATED  BY
MANAGEMENT.  ACTUAL  RESULTS  MAY DIFFER  MATERIALLY  FROM  THOSE
INCLUDED IN THE FORWARD-LOOKING STATEMENTS.

PLAN OF OPERATION

Over the next twelve months, the Company plans on continuing  its
research  and  development activities to develop enhancements  to
existing products as well as working to develop new products.  In
connection with these activities, the Company plans on  launching
the following new product during 2000:

     BABY.COM  - An add-on module planned for late 2000, BABY.COM
     will  be sold separately to users of BABY/GUI and will allow
     a  developer  to Internet-enable his product.  This  product
     will   create   a  synergistic  marketing  environment   for
     BABY/AS2000, BABY/GUI, and BABY.COM.

The  Company  anticipates that the development of  new  products,
coupled  with a planned expansion of its sales force, may require
the Company to seek alternative means of financing.  Accordingly,
the  Company  is  exploring different avenues of  financing.   In
addition,  depending  on the outcome of the aforementioned  class
action  lawsuits, the Company may be required to seek  additional
financing  to sustain its operations.  There can be no  assurance
that  the  Company  will  be able to secure  financing  on  terms
acceptable  to  the  Company, or at all.  As a  result  of  these
factors, the Company is presently unable to estimate how long  it
can satisfy its cash requirements.

RESULTS OF OPERATIONS

At  December  31, 1998, the Company was considered a  development
stage company as defined by SFAS No. 7, "Accounting and Reporting
by  Development Stage Enterprises".  Effective January 12,  1999,
the  Company  commenced operations, began recording revenue,  and
was no longer considered to be in the development stage.

Software Sales.  Software sales consist of sales of the Company's
BABY  software  products.  Software sales for the  twelve  months
ended  December 31, 1999 were $2,571,164.  Most of  the  revenues
during 1999 were the result of upgrading current customers on the
Company's  rehosting products to prepare them for the  launch  of
the  Company's  new  BABY/GUI  and BABY.COM  products.   This  is
expected  to  allow the Company to expand its potential  customer
base to a much broader target of installed IBM AS/400 users.  The
Company  anticipates  that  these products  will  account  for  a
majority of the Company's sales in the future.

Maintenance  and  Other Revenue.  Maintenance and  other  revenue
consists  of  annual maintenance contracts sold to the  Company's
customers for technical support on its products, business partner
agreements  which  entitle the Company's customers  to  unlimited
annual  technical  support  as well  as  increased  discounts  on
software  purchases,  and shipping revenue billed  to  customers.
Revenue  from  annual maintenance contracts and business  partner
agreements  are  deferred and recognized over  the  term  of  the
related contract or agreement.  Maintenance and other revenue for
the year ended December 31, 1999 was $135,834.  It is anticipated
that  revenue  from  these sources will increase  over  the  next
twelve months as the Company expands its user base.

Research  and  Development Costs.  The Company  has  adopted  the
provisions of Statement of Financial Accounting Standards No. 86,
"Accounting  for  the  Costs of Computer  Software  to  be  Sold,
Leased,  or  Otherwise Marketed" ("SFAS No. 86"), which  requires
capitalization  of certain software development costs  subsequent
to  the establishment of technological feasibility.  Based on the
Company's  product development process, technological feasibility
is  established  upon completion of a working model.   Since  the
Company  does not incur any costs between the completion  of  the
working  model and the point at which the product  is  ready  for
general  release, all research and development costs are  charged
to  expense as incurred.  For the year ended December  31,  1999,
the  Company incurred research and development costs of $414,992.
As  a  percentage of revenue, research and development costs  for
the year ended December 31, 1999 were 15.3%.  The Company did not
incur  any  research  and development costs for  the  year  ended
December  31,  1998.   The  Company believes  that  research  and
development   expenditures  are  essential   to   maintaining   a
competitive  position and expects that these costs will  continue
to increase in the future.

-12-

Selling,  General  and Administrative Expense.  Selling,  general
and administrative expenses include sales and marketing expenses,
employee  compensation, corporate overhead, legal and  accounting
expenses,  and  bad debt expenses.  For the year ended  June  30,
1999,   selling,   general  and  administrative   expenses   were
$2,686,999.   As  a  percentage of revenue, selling  general  and
administrative expenses for the year ended December 31, 1999 were
99.3%.   For  the year ended December 31, 1998, selling,  general
and  administrative costs were $17,325.  The Company expects that
selling,  general  and  administrative  costs,  especially  those
related to sales and marketing efforts, will continue to increase
in the future.

Depreciation  and  Amortization.  Depreciation  and  amortization
consists  of recurring depreciation charges recorded against  the
Company's  property and equipment.  Depreciation and amortization
for  the  year  ended  December  31,  1999  was  $13,100.   As  a
percentage of revenue, depreciation and amortization for the year
ended  December 31, 1999 was 0.5%.  There was no depreciation  or
amortization for the year ended December 31, 1998.   The  Company
expects  that  depreciation  and amortization  will  continue  to
increase in the future as the Company increases its property  and
equipment base in connection with its continued expansion efforts
or  as a result of an increase in property and equipment acquired
as  a  part  of  any  possible future acquisitions  made  by  the
Company.

Other Income/Expense,Net. Other income/expense primarily consists
of imputed interest expense calculated on the liabilities assumed
by  the  Company in connection with its acquisition  of  CSPI  in
January 1999, offset by interest income received from investments
of  the Company's excess cash balances.   Net  other expense  for
the  year ended December 31, 1999 was $11,644 or 0.4% of revenue.
There  was  no  net  other expense  or income for the year  ended
December 31, 1998.

Income  Taxes.   The  Company did not  record  any  tax  benefits
arising  from losses from operations for the years ended December
31, 1999 and 1998.

Net  Income  / Loss.  For the year ended December 31,  1999,  the
Company recorded a net loss of $419,737 or $0.06 per common share
as  a  result of the factors described above.  For the year ended
December 31, 1998, the Company recorded a net loss of $17,325  or
$0.00  per  common  share as the result of the factors  described
above.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's operations have resulted in net losses of $419,737
and  $17,325  for  the years ended December 31,  1999  and  1998,
respectively.  Since the Company's inception in October 1998, the
Company has financed its operations primarily through the sale of
its  Common  Stock.   On or about October 28, 1998,  the  Company
completed an offering that was exempt from registration  pursuant
to  Section 4(2) of the Securities Act of 1933, as amended.   The
Company  issued  5,400,000 shares of  its  Common  Stock  to  its
founders for an aggregate amount of $7,175, consisting of  $2,800
cash  and the forgiveness of a loan owed to the stockholders  for
corporate consulting and incorporation costs that were  paid  for
by  the  stockholders  in  the amount of  $4,375.   On  or  about
December  7,  1998,  the Company completed an offering  that  was
exempt  from registration pursuant to Regulation D, Rule 504,  of
the  Securities  Act  of  1933, as  amended.   The  Company  sold
1,141,800 shares of Common Stock at a price of $0.025 per  share,
for proceeds of $25,545, net of offering costs of $3,000.

Net  cash provided by operations for the year ended December  31,
1999  was $87,292, while net cash used by operations for the year
ended  December  31, 1998 was $12,950.  The positive  cash  flows
generated  from operations for the year ended December  31,  1999
were  primarily due to the effects of non-cash charges;  however,
in  the  short  term  future, the Company believes  that  it  may
experience negative cash flows from operations as it restructures
its sales efforts to prepare for supporting its new graphical and
Internet-related products.

-13-

Net  cash  provided by investing activities for  the  year  ended
December 31, 1999 was $300,095.  There was no cash provided by or
used  in  investing  activities for the year ended  December  31,
1998.   On January 12, 1999, the Company acquired the net  assets
of  CSPI in the amount of $700,840, including cash of $349,950 in
exchange  for a subscription of the Company's Common  Stock.   On
January  27,  2000, the Company issued 2,000,000  shares  of  its
Common  Stock to CSPI.  The Company expects to continue to invest
in capital and other assets to support its growth.

Net  cash  provided by financing activities for  the  year  ended
December  31,  1998 was $28,345, which was derived entirely  from
the  two  stock  offerings described above.  There  was  no  cash
provided  by or used in financing activities for the  year  ended
December  31,  1999.  The Company anticipates that  it  may  seek
additional capital in the future to support its business plan.

At December 31, 1999, cash and cash equivalents totaled $402,782,
up  $387,387 from $15,395 at December 31, 1998.  In addition,  at
December  31, 1999, the Company had working capital  of  $244,327
and an accumulated deficit of $437,062.

In  June  2000,  the  Company completed a  private  placement  of
2,654,971  shares  of its common stock.  The offering  price  per
share  was  $4.00 per share and the Company received an aggregate
of  $8,779,898 in proceeds from the offering.  The  Company  paid
commissions  and expenses in the aggregate amount of $547,259  in
connection  with  the offering.  The offering  was  made  by  the
Company in reliance on the provisions of Rule 506 of Regulation D
promulgated  under the Exchange Act of 1934, and the shares  were
offered solely to accredited investors as that term is defined in
Rule  501  of such regulation.  The Company intends  to  use  the
proceeds of this offering for working capital, acquisitions,  and
other corporate purposes.

On  August 17, 2000, a shareholder class action was commenced  in
the  United  States  District Court for the Central  District  of
California against the Company as well as two of its officers and
directors,  Bruce Acacio and Carol Conway.  The class action  was
brought  on  behalf  of purchasers of the stock  of  the  Company
during  the period February 9, 2000 through August 6, 2000.   The
plaintiffs  allege that the defendants made false and  misleading
statements  about  the  Company's actual and  expected  financial
performance  to  inflate  the value of  the  company's  stock  to
defraud investors, in violation of federal securities laws.   The
plaintiffs seek damages, interest, costs and such other equitable
or injunctive relief as the Court may deem just and proper.

On  August 24, 2000, a shareholder filed a complaint against  the
Company,  Mr.  Acacio  and  Ms. Conway  with  the  United  States
District  Court for the Central District of California, based  on
the  same allegations and seeking the same relief as in the class
action suit described above.

On  or about September 11, 2000, a third shareholder class action
was commenced in the United States District Court for the Central
District  of California against the Company, Mr. Acacio  and  Ms.
Conway.   This  complaint is based on the  same  allegations  and
seeks  the  same  relief as in the class action  suits  described
above.

On or about September 21, 2000, a fourth shareholder class action
was  commenced in the same court and against the same  defendants
as  in  the prior class action suits.  This class action suit  is
based  on  the  same  allegations and seeks the  same  relief  as
described above.

The  Company  expects that the above suits will  be  consolidated
into a single class action.

The  Company believes that it has meritorious defenses  to  these
actions and intends to vigorously defend them.

The  Company  is  subject to various other legal proceedings  and
claims,  either  asserted  or  unasserted,  which  arise  in  the
ordinary  course of business.  While the outcome of these  claims
cannot  be predicted with certainty, management does not  believe
that the outcome of any of these other legal matters will have  a
material adverse effect on the Company's results of operations or
financial position.

-14-

The   Company   had  no  significant  commitments   for   capital
expenditures at September 30, 2000.  Depending on the outcome  of
the above-mentioned securities litigation currently filed against
the  Company,  the  Company may be required to  raise  additional
funds  to meet its working capital and capital expenditure  needs
through the next twelve months.





-15-



Item 7. Financial Statements.



                        TABLE OF CONTENTS

                                                            PAGE

INDEPENDENT AUDITORS' REPORT                                17

BALANCE SHEET                                               18

STATEMENTS OF OPERATIONS                                    19

STATEMENT OF STOCKHOLDERS' EQUITY                           20

STATEMENTS OF CASH FLOWS                                    21

NOTES TO FINANCIAL STATEMENTS                               22





-16-




                  INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
California Software Corporation

We  have  audited  the accompanying balance sheet  of  California
Software Corporation (the "Company") as of December 31, 1999, and
the  related statements of operations, stockholders'  equity  and
cash  flows  for the year ended December 31, 1999 and the  period
from  inception (October 28, 1998) to December 31,  1998.   These
financial  statements  are the responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the audits 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  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of  California Software Corporation as of December 31, 1999,  and
the  results  of its operations and its cash flows for  the  year
ended  December  31, 1999 and the period from inception  (October
28,  1998)  to  December 31, 1998, in conformity  with  generally
accepted accounting principles.



/s/Stark, Tinter and Associates, LLC

Denver, Colorado
September 29, 2000



-17-


                 California Software Corporation

                          BALANCE SHEET
                        December 31, 1999
                           (Restated)

ASSETS

Current assets:
Cash and cash equivalents                    $ 402,782

Accounts receivable, net of allowance for      441,219
doubtful accounts of $427,864

Prepaids and other current assets               58,129

Total current assets                           902,130

Property and equipment, net                     52,171

TOTAL ASSETS                                 $ 954,301

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses        $ 488,722

Accrued payroll and related expenses           117,248

Deferred revenue                                51,833

Total current liabilities                      657,803

Commitments and contingencies (Note 5)

Stockholders' Equity
Preferred stock, $0.001 par value; 5,000,000         -
shares authorized; no shares issued and
outstanding

Common stock, $0.001 par value; 20,000,000       6,542
shares authorized; 6,541,800 shares issued
and outstanding

Additional paid-in capital                      26,178

Common stock subscribed                        700,840

Accumulated deficit                          (437,062)

Total stockholders' equity                     296,498

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 954,301


     See the accompanying notes to the financial statements.

-18-



                 California Software Corporation

                    STATEMENTS OF OPERATIONS
            For the Year Ended December 31, 1999 and
The Period from Inception (October 28, 1998) to December 31, 1998
                           (Restated)

                                               1999       1998
Revenues:
Software sales                           $2,571,164        $ -

Maintenance and other revenue               135,834          -

Total revenues                            2,706,998          -

Costs and expenses:

Research and development                    414,992          -

Selling, general, and administrative      2,686,999     17,325

Depreciation and amortization                13,100          -

Total costs and expenses                  3,115,091     17,325

Income (loss) from operations             (408,093)   (17,325)

Other income (expense), net                (11,644)          -

Income (loss) before provision for        (419,737)   (17,325)
income taxes

Provision for income taxes                        -          -

Net income (loss)                         $(419,737) $(17,325)

(Loss) per share - basic and fully diluted  $ (0.06)  $   0.00

Weighted-average shares outstanding -      6,541,800 6,208,043
basic and fully diluted

     See the accompanying notes to the financial statements.


-19-


                 California Software Corporation

                STATEMENT OF STOCKHOLDERS' EQUITY
For the Period From Inception (October 28, 1998) to December 31,
                              1999
                           (Restated)

<TABLE>
<S>             <C>                     <C>         <C>         <C>          <C>
                     Common Stock       Additional  Common      Accumulated  Total
                                        Paid-In     Stock       Deficit      Stockholders
                   Shares     Amount    Capital     Subscribed  Equity

October 28, 1998        -       $ -        $ -           $ -          $ -           $ -

Issuance of      5,400,000    5,400      1,775             -            -         7,175
common stock to
founding
shareholders

Issuance of      1,141,800    1,142      24,403            -            -        25,545
common stock

Net loss                 -        -           -            -      (17,325)      (17,325)

Balance at       6,541,800   $6,542     $26,178          $ -     $(17,325)      $15,395
December 31,
1998

Subscription of         -         -           -      700,840            -       700,840
common stock for
acquisition of
CSPI assets

Net loss                -         -           -            -     (419,737)     (419,737)

Balance at      6,541,800    $6,542     $26,178     $700,840    $(437,062)     $296,498
December 31,
1999
</TABLE>

     See the accompanying notes to the financial statements.


-20-



                 California Software Corporation

                    STATEMENTS OF CASH FLOWS
           For the Period Ended December 31, 1999 and
The Period From Inception (October 28, 1998) to December 31, 1999
                           (Restated)
                                                 December 31,
                                               1999       1998

  CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                 (419,737)   (17,325)
  Adjustments to reconcile net loss to
  net cash provided by operating
  activities:
  Depreciation and amortization              13,100          -

  Allowance for doubtful accounts           497,214          -

  Writedown of obsolete inventory            84,828          -

  Issuance of common stock for services           -      4,375

  Changes in operating assets and
  liabilities:

  Accounts receivable                        63,762          -

  Prepaids and other current assets        (25,291)          -

  Accounts payable and accrued expenses   (108,847)          -

  Accrued payroll and related expenses      (5,070)          -

  Deferred revenue                         (12,667)          -

  Net cash provided by (used in)             87,292   (12,950)
  operating activities

  CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of CSPI assets, net of cash      349,950          -
  acquired

  Acquisition of property and equipment    (49,855)          -

  Net cash provided by investing            300,095          -
  activities

  CASH FLOWS FROM FINANCING ACTIVITIES

  Issuance of common stock                        -     28,345

  Net cash provided by financing                  -     28,345
  activities

  Net increase in cash and cash             387,387     15,395
  equivalents

  Cash and cash equivalents, beginning       15,395          -
  of year

  Cash and cash equivalents, end of       $ 402,782   $ 15,395
  year

  SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:

  Cash paid during the year for:

  Interest                                 $ 24,024        $ -

  Income taxes                                  $ -        $ -

  NON-CASH FINANCING AND INVESTING
  ACTIVITIES:

  Purchase of CSPI assets in exchange     $ 700,840        $ -
  for common stock subscription


     See the accompanying notes to the financial statements.

-21-

California Software Corporation
Notes to Financial Statements
December 31, 1999
(Restated)


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

California  Software Corporation (the "Company") was incorporated
in  the State of Nevada on October 28, 1998.  The Company markets
a  family  of  software products under the brand name  BABY  that
support  the migration of International Business Machines ("IBM")
Midrange  applications to the PC-LAN business  environment.   The
products  provide  (a)  software solutions  that  allow  business
customers  to  migrate IBM Midrange RPG applications  to  the  PC
environment and execute such applications in native mode on a  PC
network  without  a complete rewrite of the application's  source
code;  (b)  software designed to create a distributed  processing
environment  including  a true AS/400 client-server  environment,
remote site operations, deployment of specific applications to PC
workstations  separate from an AS/400, various high  availability
applications, or delegation of AS/400 batch processing to NT; and
(c) graphical user interface software that allows a developer  of
an  AS/400 text-based application to present screens with Windows
point-and-click functionality.  The Company's goal is to  sustain
market  leadership in the management of midrange migration within
the  IBM  AS/400 and PC-LAN business environment,  and  to  build
market share in the graphical products market.

Through  December  31,  1998,  the  Company  had  been   in   the
development  stage.   Effective January  12,  1999,  the  Company
commenced  operations and was no longer considered to be  in  the
development stage.

Use of Estimates

The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires management  to
make  estimates and assumptions that affect the amounts  reported
in  the  financial  statements and  accompanying  notes.   Actual
results could differ from those estimates.  On an ongoing  basis,
management  reviews those estimates, including those  related  to
allowances   for   doubtful  accounts,  loss  contingencies   for
litigation,  income taxes, and projection of  future  cash  flows
used to assess the recoverability of long-lived assets.

Cash and Cash Equivalents

For  purposes of balance sheet classification and the  statements
of   cash   flows,  the  Company  considers  all  highly   liquid
investments  purchased with an original maturity of three  months
or less to be cash equivalents.

Financial Instruments

Fair  value  estimates discussed herein are  based  upon  certain
market   assumptions  and  pertinent  information  available   to
management  as  of  December 31, 1999.  The  respective  carrying
value   of   certain   on-balance-sheet   financial   instruments
approximated  their  fair  values.  These  financial  instruments
include  cash, accounts receivable, accounts payable and  accrued
expenses.   Fair  values  were assumed  to  approximate  carrying
values  for  these financial instruments because they are  short-
term  in nature and their carrying amounts approximate fair value
or they are receivable or payable on demand.

Financial  instruments which potentially subject the  Company  to
concentrations   of  credit  risk  consist  primarily   of   cash
investments  and  trade  receivables.   The  Company   has   cash
investment  policies that limit investments to  investment  grade
securities.   The Company performs ongoing credit evaluations  of
its  customers' financial position and the risk with  respect  to
trade  receivables  is further mitigated by  the  fact  that  the
Company's customer base is highly diversified.

Inventory

Inventories are stated at the lower of cost (based on the  first-
in, first-out method) or market.

Property and Equipment

Property  and  equipment  is stated  at  cost.   Depreciation  is
computed using the straight-line method based on estimated useful
lives  ranging from three to five years.  Leasehold  improvements
are amortized over the estimated useful lives or lease terms,  as
appropriate.

-22-

Long-Lived Assets

The carrying amount of long-lived assets is reviewed if facts and
circumstances  suggest  that  it may  not  be  recoverable.   For
purposes  of evaluating the recoverability of long-lived  assets,
the  Company estimates the future undiscounted cash flows of  the
businesses  to  which  long-lived  assets  relate.    When   such
estimates of the future undiscounted cash flows are less than the
carrying  amount of long-lived assets, the difference is  charged
to  operations.   The  Company estimates the future  undiscounted
cash flows using historical results and current projections.   If
current  projections of future cash flows are not  achieved,  the
Company  may  be  required to record reductions in  the  carrying
values of long-lived assets in future periods.

Deferred Revenue

Deferred  revenue  primarily relates to support  and  maintenance
agreements  which have been paid for by customers  prior  to  the
performance  of those services.  Revenue from these  services  is
recognized  ratably over the term of the support  or  maintenance
agreement.

Revenue Recognition

In  October  1997,  the American Institute  of  Certified  Public
Accountants ("AICPA") issued Statement of Position ("SOP") No. 97-
2,  "Software Revenue Recognition" which superseded SOP No. 91-1.
SOP  No.  97-2 was effective for fiscal years after December  15,
1997,  as  amended by SOP No. 98-4 and SOP No. 98-9, and provides
guidance on applying generally accepted accounting principles for
software  revenue  recognition  transactions.   The  Company  has
adopted the provisions of SOP No. 97-2 for the fiscal year  ended
December 31, 1998.  The Company recognizes revenue from sales  of
its   products  upon  shipment,  provided  fees  are  fixed   and
determinable and collection is probable.

Research and Development Costs

The  Company has adopted the provisions of Statement of Financial
Accounting  Standards  No.  86,  "Accounting  for  the  Costs  of
Computer  Software  to  be Sold, Leased, or  Otherwise  Marketed"
("SFAS   No.  86"),  which  requires  capitalization  of  certain
software  development  costs subsequent to the  establishment  of
technological  feasibility.   Based  on  the  Company's   product
development  process,  technological feasibility  is  established
upon  completion of a working model.  Since the Company does  not
incur  any costs between the completion of the working model  and
the  point at which the product is ready for general release, all
research  and  development  costs  are  charged  to  expense   as
incurred.

Accounting for Stock-Based Compensation

Effective  January  1, 1999, the Company adopted  the  disclosure
provisions  of  Statement of Financial Accounting  Standards  No.
123,  "Accounting for Stock-Based Compensation" ("SFAS No. 123").
In  accordance with the provisions of SFAS No. 123,  the  Company
applies  Accounting Principles Board Opinion 25, "Accounting  for
Stock   Issued   to  Employees"  ("APB  No.  25")   and   related
interpretations  in  accounting for  its  employee  stock  option
plans.  In March 2000, the FASB issued FASB Interpretation No. 44
("FIN  44"), "Accounting for Certain Transactions Involving Stock
Compensation".   The Company will be required  to  adopt  FIN  44
effective  July  1,  2000  with  respect  to  certain  provisions
applicable  to  new  awards, exchanges of awards  in  a  business
combination, modifications to outstanding awards and  changes  in
grantee  status  that  occur  on or  after  that  date.   FIN  44
addresses practice issues related to the application of  APB  No.
25.   The  Company does not expect the application of FIN  44  to
have  a  material impact on its financial position or results  of
operations.   There were no compensatory employee  stock  options
issued or outstanding at December 31, 1999 or 1998.

Income Taxes

The  Company uses the liability method of accounting  for  income
taxes.   Accordingly,  deferred tax assets  and  liabilities  are
recognized  for  the  future  tax  consequences  attributable  to
differences between the financial statement carrying  amounts  of
assets  and their respective tax bases.  Deferred tax assets  and
liabilities  are  measured using enacted tax  rates  expected  to
apply  to  taxable income in the years in which  those  temporary
differences are expected to be recovered or settled.  The  effect
on  deferred tax assets and liabilities of a change in tax  rates
is  recognized in income in the period of the enactment date.   A
valuation  allowance is established against deferred  tax  assets
when management  concludes that the "more likely than not"
realization criteria has not been met.

-23-

Advertising Costs

The  Company  expenses  all  costs of  advertising  as  incurred.
Advertising costs included in selling, general and administrative
expenses   aggregated  $217,189  and  $0  in   1999   and   1998,
respectively.

Net Income (Loss) per Common Share

The Company calculates net income (loss) per share as required by
Statement  of  Financial Accounting Standards No. 128,  "Earnings
Per Share" ("SFAS No. 128").  Basic earnings (loss) per share  is
calculated by dividing net income (loss) by the weighted  average
number  of  common  shares outstanding for the  period.   Diluted
earnings  (loss) per share is calculated by dividing  net  income
(loss)  by  the  weighted average number  of  common  shares  and
dilutive  common  stock  equivalents  outstanding.   During   the
periods  presented, common stock equivalents were not  considered
as their effect would be antidilutive.

Segment Information

The  Company  follows  the provisions of Statement  of  Financial
Accounting Standards No. 131, "Disclosures about Segments  of  an
Enterprise  and  Related  Information"  ("SFAS  No.  131").    In
accordance  with SFAS No. 131, certain information  is  disclosed
based  on the way management organizes financial information  for
making  operating  decisions  and  assessing  performance.    The
Company  currently operates in a single segment and will evaluate
additional  segment disclosure requirements  as  it  expands  its
operations.

Recent Pronouncements

The  FASB  recently  issued  Statement  of  Financial  Accounting
Standards  No.  137, "Accounting for Derivative  Instruments  and
Hedging  Activities-Deferral of Effective Date of FASB  Statement
No.  133" ("SFAS No. 137").  SFAS No. 137 defers for one year the
effective  date  of  FASB  Statement  No.  133,  "Accounting  for
Derivative Instruments and Hedging Activities" ("SFAS No.  133").
The  rule  now  will apply to all fiscal quarters of  all  fiscal
years  beginning  after June 15, 2000.  In June  1998,  the  FASB
issued  SFAS  No. 133, which is required to be adopted  in  years
beginning  after  June  15, 1999.  The  Statement  permits  early
adoption  as  of  the beginning of any fiscal quarter  after  its
issuance.   The Statement will require the Company  to  recognize
all  derivatives on the balance sheet at fair value.  Derivatives
that  are  not  hedges  must be adjusted to  fair  value  through
income.  If the derivative is a hedge, depending on the nature of
the  hedge, changes in the fair value of derivatives will  either
be  offset against the change in fair value of the hedged assets,
liabilities,  or firm commitments through earnings or  recognized
in other comprehensive income until the hedged item is recognized
in earnings.  The ineffective portion of a derivative's change in
fair  value  will  be immediately recognized  in  earnings.   The
Company  has not yet determined if it will early adopt  and  what
the  effect of SFAS No. 133 will be on the earnings and financial
position of the Company.

NOTE 2. RESTATEMENT OF FINANCIAL STATEMENTS

During  August  2000  the  Company filed  a  Form  8-K  with  the
Securities  and Exchange Commission ("the Commission")  informing
the  Commission that it will restate its financial statements for
1999 and the first quarter of 2000.  The restatement results from
the  Company's  change in its revenue recognition policy  from  a
method  that  did  not comply with Generally Accepted  Accounting
Principles ("GAAP") to a method which does comply with GAAP.

The  Company  had previously recognized revenue upon shipment  of
its  product to a customer for a trial period in order  to  allow
the  customer to determine whether to keep or return the product,
with  a  reserve  established to cover returns.   Under  the  new
policy,  revenue is not recognized until the customer  agrees  to
accept the product and collection of the fee is probable.

-24-

Following is a summary of revenue and income (loss) before income
taxes:

                                   Previously  Restated
                                   Reported

Total revenue                     $10,246,193  $2,706,998

Net income (loss) before income    $3,350,493  $ (419,737)
taxes

The  Company is currently involved in litigation as a  result  of
this restatement (see Note 11).

NOTE 3. ACQUISITION

On  January  12,  1999, the Company acquired the  net  assets  of
California  Software Products, Inc. ("CSPI")  with  a  historical
cost  of  $700,840  in exchange for a common stock  subscription.
Since  CSPI's line of business was substantially the same as  the
Company's, and the shareholders, officers and directors  of  CSPI
and  CSC were substantially the same, the Company valued the  net
assets  acquired from CSPI at their historical cost.  On  January
27, 2000, the subscription was converted into 2,000,000 shares of
the Company's common stock.

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment at December 31, 1999:

     Computer equipment                  $47,081

     Office equipment                      5,100

     Leasehold improvements               13,090

                                          65,271

     Less accumulated depreciation and   (13,100)
     amortization

                                         $52,171

NOTE 5. COMMITMENTS AND CONTINGENCIES

Leases

The  Company  had leased its corporate facilities  under  a  non-
cancelable  operating lease agreement that expires  in  September
2000.   The  facility lease requires the Company to pay operating
costs, such as property taxes, insurance and maintenance as  well
as  provides  for  renewal options and provisions  adjusting  the
lease  payments based upon changes in the consumer  price  index.
Rent  expense  for  the years ended December 31,  1999  and  1998
totaled $93,081 and $0, respectively.

In  February  2000, the Company entered into a new non-cancelable
operating  lease  agreement  for its corporate  facilities.   The
lease  is  for a term of five years with an option to extend  the
lease  for  an  additional five years at the  conclusion  of  the
original lease term.

Future  minimum  payments under non-cancelable  operating  leases
with initial terms of one year or more are as follows:


     2000                                      $ 157,764

     2001                                        268,836

     2002                                        273,633

     2003                                        280,038

     2004                                        286,437

     2005                                         72,009

                                              $1,338,717

-25-


Litigation

See Note 11, Subsequent Events.

NOTE 6. STOCKHOLDERS' EQUITY

Preferred Stock

The  Company's  Board  of Directors has the  authority  to  issue
shares  of preferred stock, in one or more series, and containing
certain rights and limitations, including dividend rights, voting
rights, conversion privileges, redemption rights, and liquidation
or sinking fund rights.  No preferred stock has been issued or is
outstanding at December 31, 1999 and the Company has  no  present
plans to issue any shares of preferred stock.

Common Stock

On  or  about October 28, 1998, the Company completed an offering
that was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended.  The Company issued 5,400,000
shares  of  its $0.001 par value common stock for $7,175  to  its
founders.  Consideration for the common stock consisted of $2,800
cash  and the forgiveness of a loan owed to the stockholders  for
corporate consulting and incorporation costs that were  paid  for
by the stockholders in the amount of $4,375.

On  or  about December 7, 1998, the Company completed an offering
that  was exempt from registration pursuant to Regulation D, Rule
504, of the Securities Act of 1933, as amended.  The Company sold
1,141,800 shares of its $0.001 par value common stock at a  price
of  $0.025 per share.  The Company received cash in the amount of
$25,545, net of expenses of $3,000.

Common Stock Subscription

On  January  12,  1999, the Company acquired the  net  assets  of
California  Software Products, Inc. ("CSPI")  with  a  historical
cost  of  $700,840  in exchange for a common stock  subscription.
Since  CSPI's line of business was substantially the same as  the
Company's, and the shareholders, officers, and directors of  CSPI
and  CSC were substantially the same, the Company valued the  net
assets  acquired from CSPI at their historical cost.  On  January
27, 2000, the subscription was converted into 2,000,000 shares of
the Company's common stock.

NOTE 7. NONRECURRING IMPAIRMENT CHARGE

In  1999, the Company discontinued selling a DOS-based version of
its  computer software.  Because of this, an item that  accounted
for  $84,828  of  inventory became obsolete and  was  charged  to
operations.

NOTE 8. INCOME TAXES

The  Company  accounts  for  income  taxes  under  Statement   of
Financial  Accounting Standards No. 109, "Accounting  for  Income
Taxes"  ("SFAS  No. 109"), which requires use  of  the  liability
method.   SFAS  No.  109 provides that deferred  tax  assets  and
liabilities are recorded based on the differences between the tax
bases  of  assets and liabilities and their carrying amounts  for
financial   reporting   purposes,  referred   to   as   temporary
differences.  Deferred tax assets and liabilities at the  end  of
each  period are determined using the currently enacted tax rates
applied  to  taxable income in the periods in which the  deferred
tax  assets  and  liabilities  are  expected  to  be  settled  or
realized.

The  provision for income taxes differs from the amount  computed
by  applying  the  statutory federal income tax  rate  to  income
before  provision for income taxes.  The sources and tax  effects
of the differences are as follows:

  U.S federal statutory rate       (34.0%)

  R&D credit                         9.5%

  Valuation reserve                 24.5%

  Total                                -%

-26-

As  of  December  31, 1999, the Company has a net operating  loss
carryforward  of  approximately $435,000 for tax purposes,  which
will  be available to offset future taxable income.  If not used,
this  carryforward will expire in 2018 and 2019.  To  the  extent
that  net operating loss carryforwards, when realized, relate  to
stock  option deductions, the resulting benefits will be credited
to  stockholders' equity.  The deferred tax asset relating to the
operating  loss carryforward of approximately $106,500  has  been
fully reserved at December 31, 1999.

NOTE 9. RELATED PARTY TRANSACTIONS

The Company will from time-to-time make loans to or receive loans
from  its  officers.  These loans typically bear no interest  and
are due on demand.

On  December  13,  1999, the Company entered into  an  employment
agreement  with Bruce Acacio, its President  and  Chief Executive
Officer.   The agreement  is for a three year term with the total
consideration to be paid summarized as follows:

                                  Year 1      Year 2    Year 3

 Annual Base Salary               $225,000    $300,000  $350,000

 Annual Bonus (1)                 $100,000    $100,000  $100,000

 Stock Options (shares) (2)        300,000     300,000   300,000

In  addition, on December 13, 1999, the Company also entered into
an  employment  agreement  with  Carol Conway, its Vice President
and  Chief Financial  Officer.  The agreement is also for a three
year  term  with the total consideration to be paid summarized as
follows:

                                     Year 1    Year 2    Year 3

 Annual Base Salary                  $180,000  $230,000  $280,000

 Annual Bonus (1)                    $100,000  $100,000  $100,000

 Stock Options (shares) (2)           250,000   250,000   250,000

(1)  Bonuses are to be paid quarterly based upon a percentage of
achievement of revenue goals set forth by the Company's Board of
Directors.

(2)  Option grants are to be issued at the end of each year
during the term of the agreement, and are exercisable at the end
of the initial term of the agreement.

Both agreements provide that, upon termination of the employee as
a result of unlawful or dishonest acts by the employee,conviction
of the employee of a felony offense, or a breach of any  term  of
the employment agreement by the employee, the Company  shall  pay
the employee the full amount of  compensation accrued as  of  the
date  of termination.  In addition,  both  agreements provide for
immediate payment of all compensation due under the agreement for
the remainder  of  the  term  of  the agreement upon  termination
of employment  due  to a  default  or breach of any  term  of the
agreement by the Company.     Finally, both  agreements   contain
non-competition  provisions  as  well as  provisions  under which
both officers  will continue to serve the  Company  in  the  same
capacity in the  event of a change of control.

NOTE 10. EMPLOYEE BENEFIT PLAN

Effective January 12, 1999, the Company assumed the CSPI  Savings
and   Investment  Plan  (the  "Plan")  in  conjunction  with  the
Company's acquisition of CSPI covering substantially all  of  the
Company's employees.  Employees may contribute up to 15% of their
total compensation to the Plan.  The Company is required to match
25% of the first $4,000 contributed to the Plan.  401(k) expenses
for  the  Plan, including administrative costs, were $12,161  and
$0, respectively, for the years ended December 31, 1999 and 1998.

-27-

NOTE 11. SUBSEQUENT EVENTS

Stockholders' Equity

On  March  15, 2000 the Company effected a 2 for 1 forward  stock
split. All share and per share amounts have been restated to give
effect to this split.

On  March  15,  2000,  pursuant to a private placement  agreement
dated November 23, 1999, the Company issued 600,000 shares of its
common  stock  in  exchange  for cash  of  $200,000  and  a  note
receivable in the amount of $74,332.  The note bears no  interest
and matures on September 6, 2001.

On  January  27,  2000,  the  Company converted  a  common  stock
subscription payable to CSPI resulting from the Company's January
12,  1999  acquisition  of  CSPI into  2,000,000  shares  of  the
Company's common stock.

During  the  three  months  ended  June  30,  2000,  the  Company
completed  a  private  offering of its  common  stock  under  the
provisions  of Rule 506 of Regulation D under the Securities  Act
of  1933,  as  amended.  The Company issued a total of  2,654,971
shares   of  its  common  stock  in  exchange  for  proceeds   of
$8,232,639, net of offering costs of $547,259.

Commitments

On  February  1, 2000, the Company entered into an agreement  for
investor  relations services.  Under the terms of the  agreement,
the  Company is to receive investor relations services for a nine
month  period  from  February 1, 2000  to  October  31,  2000  in
exchange for 420,000 shares of the Company's common stock  valued
at $0.625 per share.  These shares were issued on March 6, 2000.

On  February  1, 2000, the Company entered into an agreement  for
various  corporate financial services.  Under the  terms  of  the
agreement,   the  Company  is  to  receive  specified   financial
consulting  services  in  exchange  for  200,000  shares  of  the
Company's common stock valued at $0.525 per share.  These  shares
were issued on March 15, 2000.

On  April  6,  2000, the Company entered into  an  agreement  for
investor  relations services.  Under the terms of the  agreement,
the  Company is to receive investor relations services for a  six
month period from April 1, 2000 to September 30, 2000 in exchange
for  150,000 shares of the Company's common stock valued at $5.10
per share.  These shares were issued on April 14, 2000.

Litigation

On  August 17, 2000, a shareholder class action was commenced  in
the  United  States  District Court for the Central  District  of
California against the Company as well as two of its officers and
directors,  Bruce Acacio and Carol Conway.  The class action  was
brought  on  behalf  of purchasers of the stock  of  the  Company
during  the period February 9, 2000 through August 6, 2000.   The
plaintiffs  allege that the defendants made false and  misleading
statements  about  the  Company's actual and  expected  financial
performance  to  inflate  the value of  the  company's  stock  to
defraud investors, in violation of federal securities laws.   The
plaintiffs seek damages, interest, costs and such other equitable
or injunctive relief as the Court may deem just and proper.

On  August 24, 2000, a shareholder filed a complaint against  the
Company,  Mr.  Acacio  and  Ms. Conway  with  the  United  States
District  Court for the Central District of California, based  on
the  same allegations and seeking the same relief as in the class
action suit described above.

On  or about September 11, 2000, a third shareholder class action
was commenced in the United States District Court for the Central
District  of California against the Company, Mr. Acacio  and  Ms.
Conway.   This  complaint is based on the  same  allegations  and
seeks  the  same  relief as in the class action  suits  described
above.

On or about September 21, 2000, a fourth shareholder class action
was  commenced in the same court and against the same  defendants
as  in  the prior class action suits.  This class action suit  is
based  on  the  same  allegations and seeks the  same  relief  as
described above.

-28-

The  Company  expects that the above suits will  be  consolidated
into a single class action.

The  Company believes that it has meritorious defenses  to  these
actions  and intends to vigorously defend them.  At this time  it
is  not reasonably possible to estimate the range of damages,  if
any,  that  the Company might incur in connection with the  above
actions.   However, the uncertainty associated  with  substantial
unresolved litigation might be expected to have an adverse impact
on the Company's business.

The  Company  is  subject to various other legal proceedings  and
claims,  either  asserted  or  unasserted,  which  arise  in  the
ordinary  course of business.  While the outcome of these  claims
cannot  be predicted with certainty, management does not  believe
that the outcome of any of these other legal matters will have  a
material adverse effect on the Company's results of operations or
financial position.

-29-

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

In  October  1997,  the American Institute  of  Certified  Public
Accountants ("AICPA") issued Statement of Position ("SOP") No. 97-
2,  "Software Revenue Recognition" which superseded SOP No. 91-1.
SOP  No.  97-2 was effective for fiscal years after December  15,
1997,  as  amended by SOP No. 98-4 and SOP No. 98-9, and provides
guidance  on  applying  generally accepted accounting  principles
("GAAP")  for  software  revenue recognition  transactions.   The
Company  had been improperly recognizing revenue on shipments  of
new  products that failed to meet the criteria specified  in  SOP
No.  97-2.   The  Company's  independent  accountant  issued   an
unqualified opinion on the Company's financial statements for the
year ended December 31, 1999, a copy of which was included in the
Company's  Annual Report on Form 10-KSB filed for the  year  then
ended.   In  addition, the Company filed a Form  10-QSB  for  the
three month period ended March 31, 2000 which contained financial
statements  that  were also not prepared in accordance  with  the
provisions  of SOP No. 97-2.  During the first quarter  of  2000,
the  Company was seeking to list its Common Stock on the American
Stock  Exchange  ("AMEX") and, during the  listing  process,  was
notified   that  the  Company  would  need  to  submit  reaudited
financial  statements for the year ended December 31,  1999  from
another independent accountant because the Company was unable  to
provide  evidence that its independent accountant  met  the  peer
review  standards mandated by the American Institute of Certified
Public  Accountants  ("AICPA").  On May 2,  2000,  the  Company's
Board   of  Directors  approved  a  resolution  engaging  a   new
certifying  independent  accountant,  Squar,  Milner,   Reehl   &
Williamson, LLP ("Squar"), who was initially engaged to perform a
SAS 71 review of the Company's financial statements for the three
months  ended  March  31,  2000.  After  appointing  Squar,  AMEX
notified  the  Company  that it would  accept  audited  financial
statements  for the three month period ended March  31,  2000  in
lieu  of  having  the year ended December 31, 1999  reaudited  by
Squar.  Squar subsequently notified the Company that it would not
be  able to perform this audit within the timeframe requested  by
the  Company.   On  July  24, 2000, the  Company  engaged  a  new
certifying  independent accountant, Stark, Tinter and Associates,
LLP ("Stark") in order to complete the audit within the Company's
timeframe.    Upon   examination  of  the   Company's   financial
statements, Stark notified the Company that the method  in  which
the Company used to record revenue was not in compliance with the
provisions of SOP No. 97-2.  The restated results for  the  years
ended December 31, 1999 and 1998 included in this report on  Form
10-KSB/A  are  prepared in accordance with  GAAP,  including  the
provisions of SOP No. 97-2.

-30-

                            PART III


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

The  names  and  positions of the Company's directors,  executive
officers, and significant employees are as follows:

Name                    Age  Position

R. Bruce Acacio          40  President, Chief Executive
                             Officer and Chairman of the
                             Board

Carol Conway             57  Vice President, Chief
                             Financial Officer,
                             Secretary, Treasurer, and
                             Director

R. Dean Moore            61  Director of Development

Thomas Hoyt              37  Director of Worldwide Sales

Mr.  Acacio  is  Chairman  of  the  Board,  President  and  Chief
Executive  Officer  of the Company and has held  those  positions
since  the  Company's inception.  He was elected as the Company's
Chairman on October 12, 1999 for a one year term.  Mr. Acacio  is
the  former  President and Chief Executive Officer of  CSPI.   In
January  1997, during Mr. Acacio's tenure as President and  Chief
Executive  Officer,  CSPI filed for Chapter 11  protection  under
federal bankruptcy law due to an unresolved conflict with a major
creditor.  At CSPI, Mr. Acacio was responsible for the release of
new  versions  of  CSPI's  trademarked  BABY/36  and  BABY/AS2000
products.   Prior to his involvement with CSPI,  Mr.  Acacio  has
held   sales  and  middle  management  positions  with   UK-based
conglomerate  Lex Service, PLC and for IBM.  In these  positions,
he  has  been responsible for turning around troubled  operations
and expanding business units.

Ms.  Conway  is  the  Vice  President, Chief  Financial  Officer,
Secretary,  and  Treasurer  of the Company  and  has  held  those
positions  since the company's inception.  She was elected  as  a
director on October 12, 1999 for a one year term.  Ms. Conway  is
the  former  CFO of CSPI.  In January 1997, during  Ms.  Conway's
tenure as Vice President and Chief Financial Officer, CSPI  filed
for Chapter 11 protection under federal bankruptcy law due to  an
unresolved  conflict with a major creditor.  At CSPI, Ms.  Conway
was  directly  involved  in the planning  and  execution  of  new
product  releases, support and documentation of new  versions  of
BABY/36 and BABY/AS2000.  Prior to her involvement with CSPI, Ms.
Conway  held account and management positions with Ketchum Public
Relations  in  San  Francisco,  California,  servicing  both  the
technology and consumer products sectors.

Mr. Moore is the Company's Director of Development and was one of
the  founding  members  of  CSPI.  At CSPI,  Mr.  Moore  led  the
programming  team that developed the compilers  for  the  initial
BABY  offerings and expanded these products into  the  suites  of
programs   that  currently  comprise  BABY/36  and   BABY/AS2000.
Currently, Mr. Moore oversees all new product development at  the
Company.

Mr.  Hoyt is the Company's Director of Worldwide Sales, and  also
held  a similar position at CSPI.  Prior to his involvement  with
CSPI,  Mr.  Hoyt  held  various software and  hardware  marketing
positions  at  several  technology companies  including  a  Kodak
subsidiary  based  in Hamburg, Germany.  Mr.  Hoyt  is  currently
responsible for overseeing all sales activities of the Company.

SECTION 16(a)  BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons  who  own
more  than  ten  percent of a registered class of  the  Company's
equity  securities,  to  file with the  SEC  initial  reports  of
ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company.  Officers, directors  and
greater  than  ten-percent  stockholders  are  required  by   SEC
regulations  to  furnish the Company with copies of  all  Section
16(a)  forms they file.  To the Company's knowledge, based solely
on  review of the copies of such reports furnished to the Company
and  written representations that no other reports were  required
during  the  fiscal year ended December 31, 1999,  its  officers,
directors and greater than ten percent beneficial owners complied
with all Section 16(a) filing requirements.

-31-

ITEM 10.  EXECUTIVE COMPENSATION.

The  following table discloses compensation paid by  the  Company
during  the  fiscal  year ended December  31,  1999  to  (i)  the
Company's  Chief Executive Officer, and (ii) one  individual  who
was  the  only executive officer, other than the Chief  Executive
Officer,  who was serving as an executive officer at the  end  of
1999 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

                                  ANNUAL
                                  COMPENSATION    ALL OTHER
    NAME AND PRINICPAL   YEAR     SALARY  BONUS   COMPENSATION
       POSITION (1)                  ($)    ($)            ($)

   R. Bruce Acacio       1999     $180,000    -       1,000(2)
   Chairman of the Board,
   President, and
   Chief Executive Officer

   Carol Conway          1999     $150,000    -      $1,000(2)
   Vice President, Chief
   Financial Officer,
   Secretary, and Treasurer

(1)   No executive officer of the Company drew a salary from  the
  Company prior to January 12, 1999.

(2)   These  payments consist of amounts funded by the  Company's
  401(k) plan for the year ended December 31, 1999.

STOCK OPTIONS GRANTED IN LAST FISCAL YEAR

There  were  no  grants of stock options  to  any  of  the  Named
Executive Officers for the year ended December 31, 1999.

COMPENSATION OF DIRECTORS

The  Company's only directors are its current executive  officers
who  are  already  drawing a salary for  the  management  of  the
Company.   They  do  not receive any additional compensation  for
their  services as directors.  Accordingly, it may  be  necessary
for  the Company to compensate newly appointed directors in order
to  attract  a quality governance team. At this time the  Company
has not identified any specific individuals or candidates nor has
it entered into any negotiations or activities in this regard.

EMPLOYMENT AGREEMENTS

On  December  13,  1999, the Company entered into  an  employment
agreement  with  Bruce Acacio, its President and Chief  Executive
Officer.   The agreement is for a three year term with the  total
consideration to be paid summarized as follows:

                                     Year 1    Year 2    Year 3

 Annual Base Salary                  $225,000  $300,000  $350,000

 Annual Bonus (1)                    $100,000  $100,000  $100,000

 Stock Options (shares) (2)           300,000   300,000   300,000

-32-

In  addition, on December 13, 1999, the Company also entered into
an employment agreement with Carol Conway, its Vice President and
Chief Financial Officer.  The agreement is also for a three  year
term  with  the  total  consideration to be  paid  summarized  as
follows:

                                     Year 1    Year 2    Year 3

 Annual Base Salary                  $180,000  $230,000  $280,000

 Annual Bonus (1)                    $100,000  $100,000  $100,000

 Stock Options (shares) (2)           250,000   250,000   250,000

(1)   Bonuses are to be paid quarterly based upon a percentage of
  achievement of revenue goals set forth by the Company's Board of
  Directors.

(2)   Option  grants  are to be issued at the end  of  each  year
  during the term of the agreement, and are exercisable at the end
  of the initial term of the agreement.

Both agreements provide that, upon termination of the employee as
a   result  of  unlawful  or  dishonest  acts  by  the  employee,
conviction  of the employee of a felony offense, or a  breach  of
any term of the employment agreement by the employee, the Company
shall pay the employee the full amount of compensation accrued as
of the date of termination.  In addition, both agreements provide
for  the  immediate  payment of all compensation  due  under  the
agreement for the remainder of the term of the agreement upon the
termination of employment due to a default or breach of any  term
of  the  agreement  by  the  Company.  Finally,  both  agreements
contain  non-competition provisions as well as  provisions  under
which  both  officers will continue to serve the Company  in  the
same capacity in the event of a change of control.

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

The  following  table  sets  forth  certain  information  as   of
September  30, 2000, with respect to the beneficial ownership  of
the  Company's  Common  Stock by: (i) all persons  known  by  the
Company  to be beneficial owners of more than 5% of the Company's
Common Stock, (ii) each director and Named Executive Officer, and
(iii) by all executive officers and directors as a group.

                          COMMON STOCK

     Name and Address of        Amount and       Percent of
    Beneficial Owner (1)         Nature of      Common Stock
                                Beneficial
                                 Ownership

R. Bruce Acacio                  3,274,214 (2)     25.99%

David LaMarr                     3,274,214 (2)     25.99%

Carol Conway                     3,145,814         24.97%

All  executive  officers  and    6,420,028         50.96%
directors  as  a   group   (2 members)

Footnotes to Beneficial Owners:

(1)   The  address  of  each beneficial owner is  c/o  California
  Software Corporation, 2485 McCabe Way, Irvine, CA  92614.

(2)   These shares are held by Mr. Acacio and Mr. LaMarr in joint
  tenancy.

-33-

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The   Company   engaged  the  services  of   NevWest   Securities
Corporation  ("NevWest") on November 23, 1999 as  its  investment
banking firm in conjunction with corporate finance and investment
banking  services. The Company agreed to compensate  NevWest  for
its  services as a promoter with a warrant that permitted NevWest
to  purchase 600,000 shares of Common Stock in the Company.   The
principal terms of the warrant include an exercise price equal to
110%  of  the average daily closing price of the Company  on  the
OTCBB  (trading  symbol: "CAWC"), calculated  as  of  each  day's
closing  bid over the course of the Company's first  30  days  of
available  and/or active trading on the OTCBB.  The  warrant  was
exercisable  within a period commencing 30 days after  the  first
day  of  available and/or active trading of the  Company  on  the
OTCBB and expiring two (2) years from such commencement date.  On
February  7,  2000, NevWest exercised the warrant  and  paid  the
Company  $200,000 cash and $74,032 in the form of a  non-interest
bearing  promissory  note with a maturity date  of  September  6,
2001.

The  Company  engaged  the  services  of  OTC  Financial  Network
("OTCFN"), a division of National Financial Communications Corp.,
a  full  service financial communications and investor  relations
firm assisting the Company in shareholder communications. For its
services  as  a  promoter,  OTCFN  received  a  fee  payable   in
restricted  Common Stock of the Company in the amount of  420,000
shares  valued at $0.625 per share.  These shares were issued  to
OTCFN on March 6, 2000.

The Company engaged the services of A to Z Consultants ("A to Z")
to assist the Company in its shareholder communications.  For its
services  as  a  promoter,  A  to Z received  a  fee  payable  in
restricted  Common Stock of the Company in the amount of  150,000
shares valued at $5.10 per share.  These shares were issued to  A
to Z on April 14, 2000.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits:

A  list  of exhibits required to be filed as part of this  Annual
Report  is  set forth in the Index to Exhibits, which immediately
precedes such exhibits and is incorporated herein by reference.

(b)  Reports on Form 8-K:

The Company has not filed any reports on Form 8-K during the last
quarter of the fiscal year ended December 31, 1999.

-34-

                           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.

 CALIFORNIA SOFTWARE CORPORATION

Date: October 17, 2000

 By:/s/R. Bruce Acacio

 R. Bruce Acacio
 Chairman of the Board and 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.


By:/s/R. Bruce Acacio

R. Bruce Acacio
Chairman  of  the  Board and Chief Executive  Officer  (Principal
Executive Officer)
October 17, 2000

By:/s/Carol Conway

Carol Conway
President, Secretary, Treasurer and Director
October 17, 2000

By:/s/Lawrence J. Jagiello

Lawrence J. Jagiello
Chief Financial Officer and Director (Principal Financial Officer
and Principal Accounting Officer)
October 17, 2000

-35-


                        INDEX TO EXHIBITS

Exhibit  Name and/or Identification of Exhibit
Number

 2.1    Asset  Purchase  Agreement with  California  Software
        Products, Inc. (filed on September 14, 1999 as Exhibit 2 to
        the Registrant's Form 10-SB as amended and incorporated herein by
        reference)

 3.1    Articles of Incorporation of the Company filed with the
        Nevada Secretary of State on October 28, 1998 (filed on
        September 14, 1999 as Exhibit 2 to the Registrant's Form
        10-SB as amended and incorporated herein by reference)

 3.2    Bylaws of the Company adopted October 31, 1998 (filed on
        September 14, 1999 as Exhibit 2 to the Registrant's Form
        10-SB as amended and incorporated herein by reference)

 10.1   Assumption of Premise Lease dated September 25, 1997
        (filed on September 14, 1999 as Exhibit 2 to the Registrant's Form
        10-SB as amended and incorporated herein by reference)

 10.2   Employment Agreement dated December 13, 1999 between the
        Company and R. Bruce Acacio

 10.3   Employment Agreement dated December 13, 1999 between the
        Company and Carol Conway

 27     Financial Data Schedule



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