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


                               Amendment No. 1 to
                                   FORM 10-KSB

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

                        Commission file number: 000-31205

                             COLLEGE SOFTWARE, INC.
                             ----------------------
        (Exact name of small business issuer as specified in its charter)

             Florida                                      65-0853816
             -------                                      ----------
(State or other jurisdiction of                (IRS Employee Identification No.)
 incorporation or organization)

            309 - 837 West Hastings Street, Vancouver, B.C., V6C 3N6
            --------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 605-0507
                                 --------------
                           (Issuer's telephone number)

Securities Registered pursuant to section 12(g) of the Act:   None

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 and 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
    --------------            --------------

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.

         X
------------------

State issuer's revenues for its most recent fiscal year.      $0

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 2000. $0

Number of outstanding shares of the registrant's par value $0.0001 common stock,
as of December 31, 2000. 1,185,400



<PAGE>

                             COLLEGE SOFTWARE, INC.
                                   FORM 10-KSB
                                      INDEX

                                                                            Page
                                                                            ----
                                     Part I

Item 1.       Business.........................................................3

Item 2.       Properties.......................................................7

Item 3.       Legal Proceedings................................................8

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

                                     Part II

Item 5.       Market for Registrant's Common Equity and Related Stockholder
              Matters..........................................................8

Item 6.       Management's Discussion and Analysis of Financial
              Condition and Results of Operation...............................8

Item 7.       Financial Statements and Supplementary Data.....................16

Item 8.       Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure.............................16

                                    Part III

Item 9.       Directors and Executive Officers of the Registrant..............16

Item 10.      Executive Compensation..........................................17

Item 11.      Security Ownership of Certain Beneficial Owners and Management..18

Item 12.      Certain Relationships and Related Transactions..................19

                                     Part IV

Item 13.      Exhibits, Financial Statement Schedule and Reports on Form 8-K..19

Signatures    ................................................................32


                                       2


<PAGE>

                                     Part I

ITEM 1.  BUSINESS

When used in this Form 10-KSB, the words "expects," "anticipates," "estimates"
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to risks and uncertainties, including those set
forth below under "Risks and Uncertainties," that could cause actual results to
differ materially from those projected. These forward-looking statements speak
only as of the date hereof. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any statement is based. This discussion should be read together with the
financial statements and other financial information included in this Form
10-KSB.

General
-------

College Software, Inc. (hereinafter "The Company"), a development stage company,
was incorporated on June 29, 1998 under the laws of the State of Florida. Its
Articles of Incorporation provided for authorized capital of one hundred and ten
million (110,000,000) shares of which one hundred million (100,000,000) are
$0.001 par value Common Stock and ten million (10,000,000) are $0.001 par value
preferred stock.

The Company was formed to update, market and distribute an existing
Microcomputer Courseware Program designed to teach computer literacy through an
integrated package of courseware and equipment.

There have been no bankruptcy, receiverships, or similar proceedings by or
against the Company. There has been no material reclassification, merger,
consolidation, or purchase or sale of any significant asset(s).

The Company's principal executive offices are located at: 309 - 837 West
Hastings Street, Vancouver, B.C., V6C 3N6

Business History
----------------

The Company's original microcomputer courseware program was first developed and
field tested in the early 1980s by Dr. Peter Braun with the help of United
Education and Software (UES), a corporation which then owned and operated 10
proprietary career schools in California in the fields of business, health care,
computer technologies, para-legal, court reporting, electronics, machining and
welding.

The original Microcomputer Courseware Program consisted of instructor's guides
(documentation), visual aids, suggested curriculum, educational software,
student workbooks, the computers themselves, and total program lease/purchase
financing. The software instructional materials and student manuals were written

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<PAGE>

for microprocessors produced by IBM, Apple, Commodore, Texas Instruments and the
Tandy Corporation. The computer course packages could either stand alone or
could be added as modules to any school curriculum. Projects within the course
include: keyboard operations, BASIC language, how to print, how to calculate,
disk files, array processing, inventory control, statistical recording, billing
systems and teaching program/testing.

UES had the exclusive license for rights to market the courseware package in the
United States and its territories and introduced the program to its career
campuses in Southern California and also sold the program to schools in
Arkansas, South Carolina, North Carolina, Alabama, Tennessee, Georgia, San Diego
and Pasadena. Using the microcomputer courseware package, UES offered courses
such as Microcomputer Literacy, Microcomputer Operator, Computerized Office
Administration, and Computerized Office Management.

The original teaching approach by Dr. Braun was considered innovative and
original in the early 1980s when the courseware program was first introduced and
was accepted by the instructors and others who participated in the field testing
of the courseware. However, because computer training was, at the time, still an
unknown investment, sufficient financing for the business could not be secured
and Dr. Braun decided then to abandon the business.

The Company now intends to modernize, update, enhance and expand the existing
courseware package to suit modern and changing technologies. The Company
believes that it will be successful in building on the business infrastructure
laid out by the original courseware program.

The Personal Computer Training Industry
---------------------------------------

As one of many organizations in a $60 billion training market, according to
International Data Corporation's 1997 Report, the Company is prepared to
implement a strategy to position itself as a broad-based education and training
solution provider to various public and private organizations. The Company
believes that in order to capitalize on the growth in the training and education
market, it needs to target its core competencies to include greater emphasis on
customer service and support in addition to a diverse portfolio of products.

Business Development
--------------------

Though in its developmental stage, the Company believes that it has refined a
business model that will provide a combination of consulting and related
services and computer training courseware to various private and public
organizations. The Company will offer a flexible and expanding portfolio of
products for their customers with the primary focus being on basic computer
software training courseware to be available exclusively online via the
Internet.

                                       4


<PAGE>

The Company is seeking to position itself for the paradigm shift in the
education and training industry by embracing the Internet and the concept of
E-Learning. E-Learning companies are defined as training providers that leverage
the Internet and Web technologies to create, enable, deliver and/or facilitate
life-long learning. The industry is currently categorizing E-Learning companies
into four segments: Content Providers (develop, aggregate and distribute
content); Learning Delivery Agents (provide core technology infrastructure,
software, systems and hardware); Portals (provide training gateways on the
Internet that aggregate information, services, content and applications); and
Full Service Training Providers (providing all segments).

The Company has based its business model on the belief that E-Learning, via the
Internet, has reached a stage at which both suppliers and buyers are equipped to
execute transactions online, on a consistent basis, with the volume necessary to
conduct a viable business environment. In addition, the market has produced
hardware and application software that now allows users to conduct E-commerce
transactions with relative ease while maintaining effective measures of
security. The Company believes consumers have been adequately educated to
navigate the Internet and now, in general, feel comfortable shopping on-line for
a wide variety of goods and services. These developments have opened the door
for businesses, including this Company, to begin plying their trade via the
Internet.

Products and Services
---------------------

The Company's products and services are expected to include:

1.       Computer training and courseware management system
2.       Expanding portfolio of products
3.       Extensive support services for customers

As different industries and businesses may require different levels of
assistance, the Company plans to focus on customer service with each client on
an individual basis. The Company will specifically focus on the clients'
industry requirements and take into account the specific level of computer
literacy within each client's organization, customizing the courseware to match
the level of sophistication and support each customer requires.

To date the Company has no new announcements of products or services.

Marketing Strategy
------------------

Within its business model, the Company has developed a three-phase plan for
marketing fully functional computer training courseware over the Internet.

In its first phase of marketing, the Company will focus on defined markets
within the Northwestern United States and Southwestern Canada. The Company
believes that by staying in defined areas, while in the first phase of
marketing, it will increase the potential to build up a loyal clientele. In
addition, it will allow the Company to create a strong reputation by providing
personal and accessible service to each business, thereby further promoting the
Company's success. The Company will be able to better gauge advertising success
by initially operating within these defined areas.

                                       5


<PAGE>

The second phase of marketing will likely include advertising and promotion to
expand throughout the Northwestern United States and Southwestern Canada region.
If, and when, it becomes successful with its second phase of marketing, the
Company may initiate the third phase of marketing sales that will look to expand
its presence across North America, Canada, and into international sales.

The specific sales targets of the Company's marketing campaign will include new
and existing computer users who want to upgrade and enhance their computer
skills as well as Internet advertisement providers. The Company believes
targeting this market will be beneficial since the majority of the potential
client base have already identified the need for skills upgrading and following
on the paradigm shift to E-Learning, will be looking for solutions online.

Throughout its marketing campaign, the Company will focus on potential clients
that have a basic understanding or are willing to learn more about various
aspects of computer training. Marketing the benefits of E-Learning to potential
clients within the targeted market will be accomplished by targeted advertising
to drive traffic to the Company's website, and with strategic alliances with
other online businesses.

Competition
-----------

The education and training market is highly fragmented, with no single
institution or company holding a dominant share. These companies include
providers of traditional instructor-led training, multimedia developers and
sellers, textbook publishers and others. Currently, there are several developers
of interactive multimedia training products, and management believes the number
of these companies will continue to increase. Some of these are larger and have
greater resources than the Company, while others offer only specialized training
materials.

The Company believes that if it can offer a diverse portfolio of products,
reliable delivery capabilities and distribution channels in combination with its
ability to effectively manage and administer an education and training
environment, it will position the Company to successfully compete in the growing
education and training market.

Employees
---------

Currently, the Company has no employees other than the principal. However,
additional staff will be added, as the success of the business demands it.

Government Regulations
----------------------

The Company is not currently subject to direct federal, state, or local
regulation in the United States other than regulations applicable to businesses
generally or directly applicable to electronic commerce. However, because the
Internet is becoming increasingly popular, it is possible that a number of laws
and regulations may be adopted in the United States with respect to the
Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights, and information security.
Furthermore, the growth of electronic commerce may prompt calls for more
stringent consumer protection laws. Several states have proposed legislation to
limit the use of personal user information gathered online or require online

                                       6


<PAGE>

services to establish privacy policies. The Federal Trade Commission has
indicated that it may propose legislation on this issue to Congress in the near
future and has initiated action against at least one online service regarding
the manner in which personal information was collected from users and provided
to third parties. The adoption of such consumer protection laws could create
uncertainty in Internet usage and reduce the demand for all products and
services. The Company does not provide customer information to third parties
and, therefore, does not anticipate any current or proposed legislation relating
to online privacy to directly affect its activities to a material extent.

The Company is not certain how its business may be affected by the application
of existing laws governing issues such as property ownership, copyrights,
encryption, and other intellectual property issues, taxation, libel, obscenity,
and export or import matters. The vast majority of those laws were adopted prior
to the advent of the Internet. As a result, they do not contemplate or address
the unique issues of the Internet and related technologies. Changes in laws
intended to address such issues could possibly create uncertainty in the
Internet marketplace. That uncertainty could reduce demand for the Company's
products or services or increase the cost of doing business as a result of
litigation costs or increased service delivery costs.

Raw Materials
-------------

The Company does not rely on any one or more raw materials or raw material
suppliers for the normal course of business.

Patents
-------

The Company has no patents, nor is it in the process of trying to obtain any
patents at this time.

Customers
---------

The Company currently does not rely on one or a few customers to continue
business nor does the Company believe such a dependency shall evolve in the
future for the Company.

ITEM 2.  PROPERTIES

The Company is currently operating out of the office of Dr. Peter Braun's son,
Thomas Braun, at 309 - 837 West Hastings Street, Vancouver, B.C., V6C 3N6. The
shared space consists of approximately 400 square feet, which is being used by
the Company free of charge. The Company believes these facilities will be
adequate for its current requirements.

                                       7


<PAGE>

The Company's future plans will likely require additional space as its business
plan progresses. If, and when, this should occur, the Company will look into
expansion via "satellite" offices into target markets that will be able to
financially support the additional office space and manpower required.

As of December 31, 2000, The Registrant had the following tangible assets.
(The amount is quoted in US Dollar)

(a)  Real Estate.                           None

(b)  Computer and Office Equipment          $0


ITEM 3.  LEGAL PROCEEDINGS

The Company is not, and does not anticipate being a party to any legal
proceedings in the foreseeable future.


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

No matters were submitted during the fiscal year covered by this report to a
vote of security holders of the Company, through the solicitation of proxies or
otherwise.


                                     Part II

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

(a) The Company's common stock is quoted on the OTC Bulletin Board under the
symbol "CGSW". There has been no market for the Company's shares since it
commenced quotation.

(b) As of December 31, 2000, the Company had approximately 27 shareholders of
record of the common stock.

(c) No dividends on outstanding common stock have been paid within the last two
fiscal years, and interim periods. The Company does not anticipate or intend
upon paying dividends for the foreseeable future.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and

                                       8


<PAGE>

percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock. In
particular, investors should refer to the section entitled, "Factors that May
Affect Future Results and Market Price of Stock".

Plan of Operation
-----------------

During the next twelve months, the Company plans to concentrate its efforts on
developing its products and identifying markets for these products. The Company
intends to rely on the experience and expertise of its management to study the
market demand for E-Learning products and services over the Internet.

Because the Company remains essentially a start-up development company with
limited capital resources, it may be necessary for the President to either
advance funds to the Company, or to accrue expenses until such time as an
additional financing can be made. Management intends to hold expenses to a
minimum and to obtain services on a contingency basis when possible until the
Company's product development and marketing reaches a point when additional
financing will be possible. Further, the Company's President and sole Director
will defer any cash compensation until such time as the Company begins to earn
revenues from operations.

It is clear to the Company that present funding is not sufficient for the launch
of its operations, and that it must interest investors in one or more secondary
capital formation programs before it can launch.

Management is now engaged in evaluating the feasibility of further limited
offerings or private placements, whether to develop a program for investors
involving royalties or profit participation in actual product sales, with
investments tied to specific products, or whether to attempt to register
securities for sale, pursuant to Section 5 of the Securities Act of 1933. It is
the conclusion of management that significant additional capital formation is
necessary to launch operations successfully.

The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis, until the Company begins to
earn revenues from operations. Outside advisors or consultants will be used only
if they can be obtained for a minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this manner as it
continues to develop its product during the next twelve months.

Cash requirements and need for additional funds
-----------------------------------------------

The Company anticipates no substantial cash requirements for the next twelve
months, to remain in its present pre-operating condition. It is the opinion of
management that $100,000 would be required to launch operations in the next
twelve months.

                                       9


<PAGE>

To sustain the Company in a pre-operating mode, the Company has indicated
substantial self-sufficiency, for this reason, management anticipates no
activity during that period, other than compliance with reporting requirements.
Required management, legal and professional services during that period are
believed capable of being secured for deferred payment or payment in new
investment shares of common stock. The exception to the previous statement is
that the Company's Auditor cannot lawfully or properly be compensated otherwise
than by payment for services in cash as billed by such independent auditor. This
cash requirement is foreseen to be not less than $4,000.00 nor more than
$10,000.00 during the next twelve months. This minimal funding will be obtained
by borrowing, possibly with a guarantee from its officers, directors or
principal shareholder. There is no assurance possible that even these minimal
requirements for cash can be met. The failure to maintain current auditing of
the corporate affairs would result in the failure to meet the Company's
intention to file periodic reports, voluntarily or otherwise, at the close of
its next fiscal year. The expenses of its audit, legal and professional
requirements, may be advanced by management. No significant cash or funds are
required for Management to evaluate possible transactions. No such activity is
expected for at least the next six months.

In the more important and desirable event that operations are to be launched
during the next twelve months, as intended, it will be necessary for the Company
to obtain sufficient working capital to insure that its operations could
continue for long enough to achieve profitability.

While the Company has disclosed the results of such a contingency, it does not
anticipate any such contingency upon which the Company would voluntarily cease
filing reports with the SEC, even though it might cease to be required to do so
under current rules. It is in the Company's compelling interest to be a
reporting company and to report its affairs quarterly, annually and currently,
as the case may be, generally to provide accessible public information to
interested parties, and also specifically to maintain its qualification for the
OTCBB, if and when the Registrant's intended application for submission be
effective. Capital formation programs cannot be approached responsibly without
maintenance of the Company's reporting status.

Discussion and Analysis of Financial Condition and Results of Operations
------------------------------------------------------------------------

OPERATIONS AND RESULTS FOR THE PAST YEAR ENDED DECEMBER 31, 2000: Activity
during the past year has been confined to the identification of markets and
development of products.

FUTURE PROSPECTS: The Company is unable to predict when it may launch intended
operations, or failing to do so, when and if it may elect to participate in a
business acquisition opportunity. The reason for this uncertainty arises from
its limited resources, and competitive disadvantage to other public or
semi-public issuers, and new uncertainties about compliance with NASD
requirements for trading on the OTCBB. Notwithstanding the conditions, the
Company expects to develop a capital formation strategy and launch operations
during the next twelve to eighteen months.

REVERSE ACQUISITION CANDIDATE: The Company is not currently searching for a
profitable business opportunity. This contingency is disclosed for the
possibility that the Company's intended business might fail. The Company is not
presently a reverse acquisition candidate. Should the Company's business fail,
management does not believe the Company would be able to effectively, under
current laws and regulations, attract capital, and would be required to seek
such an acquisition to achieve profitability for shareholders.

                                       10


<PAGE>

Risk Factors that may affect future results and market price of stock
---------------------------------------------------------------------

The business of the Company involves a number of risks and uncertainties that
could cause actual results to differ materially from results projected in any
forward-looking statement, or statements, made in this report. These risks and
uncertainties include, but are not necessarily limited to the risks set forth
below. The Company's securities are speculative and investment in the Company's
securities involves a high degree of risk and the possibility that the investor
will suffer the loss of the entire amount invested.

LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; UNCERTAINLY OF FUTURE RESULTS

The Company was organized in 1998, and has no operating history upon which an
evaluation of its business and prospects can be based. The Company's prospects
must be evaluated with a view to the risks encountered by a company in an early
stage of development, particularly in light of the uncertainties relating the
acceptance of the Company's business model.

The Company will be incurring costs to develop, introduce and enhance its
courseware program, to establish marketing relationships, and to build an
administrative organization. There can be no assurance that the Company will be
profitable on a quarterly or annual basis. In addition, as the Company expands
its business network and marketing operations it will likely need to increase
its operating expenses, broaden its customer support capabilities, and increase
its administrative resources. To the extent that such expenses are not
subsequently followed by commensurate revenues, the Company's business, results
of operations and financial condition will be materially adversely affected.

POSSIBLE NEED FOR ADDITIONAL Financing

It is possible that revenues from the Company's operations may not be sufficient
to finance its initial operating cost to reach breakeven. If this were to occur,
the Company would need to raise or find additional capital. While the Company
expects to be able to meet its financial obligations for approximately the next
twelve months, there is no assurance that, after such period, the Company will
be operating profitably. If they are not, there can be no assurance that any
required capital will be obtained on terms favorable to the Company. Failure to
obtain adequate additional capital on favorable terms could result in
significant delays in the expansion of new services and market share and could
even result in the substantial curtailment of existing operations and services
to clients.

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
RESULTS.

As a result of the Company's lack of operating history and the emerging
nature of the market in which it competes, the Company is unable to forecast its
revenues accurately. The Company's current and future expense levels are based
largely on its investment/operating plans and estimates of future revenue and

                                       11


<PAGE>

are to a large extent based on the Company's own estimates. Sales and operating
results generally depend on the volume of, timing of, and ability to obtain
customers, orders for services received, and revenues therefrom generated. These
are, by their nature, difficult at best to forecast.

The Company may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall or delay. Accordingly, any significant
shortfall or delay in revenue in relation to the Company's planned expenditures
would have an immediate adverse affect on the Company's business, financial
condition, and results of operations. Further, in response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service, or marketing decisions that could have a material adverse effect on the
Company's business, financial condition, operating results, and cash flows.

DEVELOPING MARKET; ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE JUST NOW
BEING PROVEN.

The Company's long-term viability is substantially dependent upon the continued
widespread acceptance and use of the Internet as a medium for business commerce,
in terms of the sales of both products and services to businesses and
individuals. The use of the Internet as a means of business sales and commerce
is has only recently reached a point where many companies are making reasonable
profits from their endeavors therein, and there can be no assurance that this
trend will continue.

The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. There can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by this continued growth. In addition, delays in the
development or adoption of new standards and protocols to handle increased
levels of Internet activity or increased governmental regulation could slow or
stop the growth of the Internet as a viable medium for business commerce.
Moreover, critical issues concerning the commercial use of the Internet
(including security, reliability, accessibility and quality of service) remain
unresolved and may adversely affect the growth of Internet use or the
attractiveness of its use for business commerce.

The failure of the necessary infrastructure to further develop in a timely
manner, or the failure of the Internet to continue to develop rapidly as a valid
medium for business would have a material adverse effect on the Company's
business, financial condition, operating results, and cash flows.

UNPROVEN ACCEPTANCE OF THE COMPANY'S SERVICES AND/OR PRODUCTS

The Company is still in its development stage. As a result, it does not know
with any certainty whether its services and/or products will be accepted within
the business marketplace. If the Company's services and/or products prove to be
unsuccessful within the marketplace, or if the Company fails to attain market
acceptance, it could materially adversely affect the Company's financial
condition, operating results, and cash flows.

                                       12


<PAGE>

DEPENDENCE ON KEY PERSONNEL

The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and directors. The Company
intends to hire additional technical, sales, and other personnel as they move
forward with their business model. Competition for such personnel is intense,
and there can be no assurance that the Company can retain its key technical
employees, or that it will be able to attract or retain highly qualified
technical and managerial personnel in the future. The loss of the services of
any of the Company's key employees or the inability to attract and retain the
necessary technical, sales, and other personnel could have a material adverse
effect upon the Company's business, financial condition, operating results, and
cash flows. The Company does not currently maintain "key man" insurance for any
of its key employees.

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET

The success of the Company's business depends, in part, on continued acceptance
and growth in the use of the Internet for business commerce and would suffer if
Internet usage does not continue to grow. Internet usage may be inhibited for a
number of reasons, such as:

         o        Inadequate network infrastructure.
         o        Security concerns.
         o        Inconsistent quality of service.
         o        Lack of available cost-effective, high-speed service.
         o        The adoption of new standards or protocols for the Internet.
         o        Changes or increases in government regulation.

Online companies have experienced interruptions in their services as a result of
outages and other delays occurring due to problems with the Internet network
infrastructure, disruptions in Internet access provided by third-party providers
or failure of third party providers to handle higher volumes of user traffic. If
Internet usage grows, the Internet infrastructure or third-party service
providers may be unable to support the increased demands which may result in a
decline of performance, reliability or ability to access the Internet. If
outages or delays frequently occur in the future, Internet usage, as well as
usage of the Company's Internet Web-sites, could grow more slowly or decline.

COMPETITION

The E-commerce training market in which the Company will operate is very
competitive. Many competitors have substantially greater, financial, technical,
marketing, and distribution resources than the Company.

In the all its markets, the Company competes against a large number of companies
of varying sizes and resources. There are an increasing number of competitive
services and products offered by a growing number of companies. Increased
competition in any service or product area may result in a loss of a client,


                                       13


<PAGE>

reduction in sales revenue, or additional price competition, any of which could
have a material adverse effect on the Company's operating results. In addition,
existing competitors may continue to broaden their service and/or product lines
and other potential competitors may enter or increase their presence in the
E-commerce, resulting in greater competition for the Company.

Most of the Company's current and potential competitors have substantially
longer operating histories, larger customer bases, greater name and service
recognition, and significantly greater financial, marketing, and other resources
than the Company. In addition, competitors may be acquired by, receive
investments from or enter into other commercial relationships with larger,
well-established and well-financed companies as the use of the Internet and
other online services increases. Many of the Company's competitors may be able
to respond more quickly to changes in customer preferences/needs, devote greater
resources to marketing and promotional campaigns, adopt more aggressive pricing
policies and devote substantially more resources to Internet site and systems
development than the Company.

It is possible that new competitors or alliances among competitors may emerge
and rapidly acquire market share. Increased competition may result in reduced
operating margins and/or loss of market share, either of which could materially
adversely affect the Company's business, results of operations and financial
condition. There can be no assurance that the Company will be able to compete
successfully against current or future competitors or alliances of such
competitors, or that competitive pressures faced by the Company will not
materially adversely affect its business, financial condition, operating results
and cash flows.

RISKS OF POTENTIAL GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES RELATING
TO THE INTERNET

The Company is not currently subject to direct federal, state, or local
regulation in the United States and Canada other than regulations applicable to
businesses generally or directly applicable to electronic commerce. However,
because the Internet is becoming increasingly popular, it is possible that a
number of laws and regulations may be adopted with respect to the Internet.
These laws may cover issues such as user privacy, freedom of expression,
pricing, content, and quality of products and services, taxation, advertising,
intellectual property rights and information security. Furthermore, the growth
of electronic commerce may prompt calls for more stringent consumer protection
laws. The adoption of such consumer protection laws could create uncertainty in
Internet usage and reduce the demand for all products and services.

In addition, the Company is not certain how its business may be affected by the
application of existing laws governing issues such as property ownership,
copyrights, encryption, and other intellectual property issues, taxation, libel,
obscenity, and export or import matters. It is possible that future applications
of these laws to the Company's business could reduce demand for its products and
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs.

                                       14


<PAGE>

Because the Company's services will likely be available over the Internet in
multiple states, and possibly foreign countries, other jurisdictions may claim
that the Company is required to qualify to do business and pay taxes in each
state or foreign country. The Company's failure to qualify in other
jurisdictions when it is required to do so could subject the Company to
penalties and could restrict the Company's ability to enforce contracts in those
jurisdictions. The application of laws or regulations from jurisdictions whose
laws do not currently apply to the Company's business may have a material
adverse affect on its business, results of operations and financial condition.

INTELLECTUAL PROPERTY RIGHTS

As part of its confidentiality procedures, the Company expects to enter into
nondisclosure and confidentiality agreements with its key employees, and any
consultants and/or business partners and will limit access to and distribution
of its technology, documentation, and other proprietary information.

Despite the Company's efforts to protect any intellectual property rights it may
have, unauthorized third parties, including competitors, may from time to time
copy or reverse-engineer certain portions of the Company's technology and use
such information to create competitive services and/or products.

It is possible that the scope, validity, and/or enforceability of the Company's
intellectual property rights could be challenged by other parties, including
competitors. The results of such challenges before administrative bodies or
courts depend on many factors which cannot be accurately assessed at this time.
Unfavorable decisions by such administrative bodies or courts could have a
negative impact on the Company's intellectual property rights. Any such
challenges, whether with or without merit, could be time consuming, result in
costly litigation and diversion of resources, and cause service or product
delays. If such events should occur, the Company's business, operating results
and financial condition could be materially adversely affected.

RISKS OF TECHNOLOGY TRENDS AND EVOLVING INDUSTRY STANDARDS

The Company's success will depend on its ability to develop a computer
courseware program that will meet customers' changing requirements. The
microcomputer industry is characterized by rapidly changing technology, evolving
industry standards, and changes in customer need and frequent new service and
product introductions. The Company's future success will depend, in part, on its
ability to effectively use leading edge technologies, to continue to develop its
technological expertise, to enhance its current service, to develop new products
that meet changing customer preferences and to influence and respond to merging
industry standards and other technological changes on a timely and
cost-effective basis.

DEPENDENCE OF LICENSED TECHNOLOGY

The Company may rely on certain technology licensed from third parties, and
there can be no assurance that these third party technology licenses will be
available to the Company on acceptable commercial terms or at all.

                                       15


<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this Item is included as a separate Exhibit to this report.
Please see pages 20 through 31.


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

In connection with the audits of the most recent fiscal years and any interim
period preceding resignation, no disagreements exist with any former accountant
on any matter of accounting principles or procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused them to
make reference in connection with their report to the subject matter of the
disagreement(s).

The principal accountant's report on the financial statements for any of the
past two years contained no adverse opinion or a disclaimer of opinion nor was
qualified as to uncertainty, audit scope or accounting principles.


                                    Part III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) The following table furnishes the information concerning the Company's
directors and officers as of December 31, 2000. The directors of the Company are
elected every year and serve until their successors are elected and qualify.

Name                       Age         Title                          Term
------------------         ---         ------------------             ---------
Peter Braun                64          President, Secretary,          Annual
                                       Treasurer and Director

The following table sets forth the portion of their time the Officers and
Directors devote to the Company:

Peter Braun       50%

The term of office for each director is one (1) year, or until his/her successor
is elected at the Company's annual meeting and is qualified. The term of office
for each officer of the Company is at the pleasure of the board of directors.

The board of directors does not have a nominating committee. Therefore, the
selection of persons or election to the board of directors was neither
independently made nor negotiated at arm's length.

                                       16


<PAGE>

(b)      Identification of Certain Significant Employees.

Strategic matters and critical decisions are handled by the directors and
executive officers of the Company.

(c)      Family Relationships.              None

(d)      Business Experience.

The following is a brief account of the business experience during the past five
years of each director and executive officer of the Company, including principal
occupations and employment during that period and the name and principal
business of any corporation or other organization in which such occupation and
employment were carried on.

Dr. Braun began his computer career in 1958, with International Business
Machines (IBM), as a Customer Engineer. At the age of 30 he decided to study
vocational education, and to complete his doctorate in Educational Psychology at
the University of Alberta. He then returned to IBM and served as an Educational
Consultant in various worldwide locations, including Belgium, Germany, and
Italy.

In 1977, he moved to Canada, changing careers to become a teacher-trainer at the
University of British Columbia. He has since taught teacher-preparation courses
at California State Polytechnic University. He is internationally well-known for
his many teacher training workshops and seminars.

Since 1995 - to present Dr. Braun has been self-employed in the real estate
development market and since 1998 he has been President of College Software,
Inc.

(e)      Directors Compensation

Directors who are also officers of the Registrant receive no cash compensation
for services as a director.


ITEM 10. EXECUTIVE COMPENSATION

Section 16(a) of the Securities Exchange Act of 1934, as amended (The "Exchange
Act"), requires the Registrant's officers and directors, and persons who own
more than 10% of a registered class of the Registrant's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Registrant with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish to Registrant with copies of all
Section 16(a) that they file.

                                       17


<PAGE>

Some of the officers and directors of the Company will not devote more than a
portion of their time to the affairs of the Company. There will be occasions
when the time requirements of the Company's business conflict with the demands
of their other business and investment activities. Such conflict may require
that the company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

EXECUTIVE COMPENSATION

(a)      Cash Compensation.

Compensation paid by the Company for all services provided up to December 31,
2000 to each of its executive officers

<TABLE>
<CAPTION>
                    SUMMARY COMPENSATION TABLE OF EXECUTIVES

                           Annual Compensation                       Long Term Compensation
                           -------------------                       ----------------------
(a)                        (b)      (c)     (d)      (e)             (f)              (g)
Name and                   Year     Salary  Bonus    Other           Restricted       Securities
Principal                           ($)     ($)      Annual          Stock            Underlying/
Position                                             Compensation    Awards           Options
                                                     ($)             ($)              (#)
-------------------------------------------------------------------------------------------------
<S>                        <C>      <C>     <C>      <C>             <C>              <C>
Peter Braun                2000     0       0        0               0                0
President, Treasurer
Secretary and Director

</TABLE>

(h)      The Company has made no Long Term Compensation payouts (LTIP or other)


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a) Beneficial owners of five percent (5%) or greater, of the Company's common
stock: No preferred stock is outstanding at the date of this offering. The
following sets forth information with respect to ownership by holders of more
than five percent (5%) of the Registrant's common stock known by the Registrant
based upon 1,185,400 shares outstanding at December 31, 2000.

<TABLE>
<CAPTION>

Title of          Name and Address of                Amount of Beneficial       Percent
Class             Beneficial Owner                   Interest                   of Class
-----             ----------------                   --------                   --------
<S>               <C>                                <C>                        <C>
Common            Braun Management Services          950,000                    80.1%
                  Suite 309 - 837 West Hastings
                  Vancouver, BC  V6C 3N6
</TABLE>

                                       18


<PAGE>

b) The following sets forth information with respect to the Company's common
stock beneficially owned by each Officer and Director, and by all Directors and
Officers as a group, at December 31, 2000.

Title of          Name and Address of         Amount of                 Percent
Class             Beneficial Owner            Beneficial Interest       of Class
-----             ----------------            -------------------       --------
Common            Peter Braun                 950,000 (1)               80.1%
                  11789 - 79A Avenue
                  Delta, B.C. V4C 1V7

Total as a group                              950,000                   80.1%

(1)  Shares are owned indirectly through Braun Management Services, Inc.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

                                     Part IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

a) Financial Statements and Schedules. The following financial statements and
schedules for the Company as of December 31, 2000 are filed as part of this
report.

         (1) Financial statements of College Software, Inc. and subsidiaries.

                                       19


<PAGE>


Year ended December 31, 2000
                                                                            Page

Independent Auditor's Report for year ended December 31, 2000.................18

Consolidated Balance Sheet at end of December 31, 2000........................19

Consolidated Statement of Operations at end of December 31, 2000..............20

Consolidated Statement of Stockholders' Equity at end of December 31, 2000....21

Consolidated Statement of Cash Flows at end of December 31, 2000..............22

Schedule of Non-Cash Flows from Operating Activities..........................23

Notes to the Consolidated Financial Statements................................24

                                       20


<PAGE>


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


Board of Directors                                              January 24, 2001
COLLEGE SOFTWARE, INC.
Vancouver, BC, Canada

         I have audited the accompanying Balance Sheets of COLLEGE SOFTWARE,
INC., as of December 31, 2000, December 31, 1999, and December 31, 1998, and the
related statements of operations, stockholders' equity and cash flows for the
two years ended December 31, 2000, and December 31, 1999, and the period June
29, 1998, (inception), to December 31, 1998. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

         I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

         In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of COLLEGE SOFTWARE,
INC., as of December 31, 2000, December 31, 1999, and December 31, 1998, and the
related statement of operations, stockholders' equity and cash flows for the two
years ended December 31, 2000, and December 31, 1999, and the period June 29,
1998, (inception), to December 31, 1998, in conformity with generally accepted
accounting principles.

         The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters, are also
described in Note #3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/S/ Barry L Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV  89123
(702) 361-8414

                                       21


<PAGE>

                             COLLEGE SOFTWARE, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET
                                  -------------


                                     ASSETS
                                     ------


                                   December       December      December
                                   31, 2000       31, 1999      31, 1998
                                   --------       --------      --------

CURRENT ASSETS                    $          0  $          0  $          0
                                  ------------- ------------- -------------

     TOTAL CURRENT ASSETS         $          0  $          0  $          0
                                  ------------- ------------- -------------

OTHER ASSETS                      $          0  $          0  $          0
                                  ------------- ------------- -------------

     TOTAL OTHER ASSETS           $          0  $          0  $          0
                                  ------------- ------------- -------------

TOTAL ASSETS                      $          0  $          0  $          0
                                  ------------- ------------- -------------


    The accompanying notes are an integral part of these financial statements

                                       22


<PAGE>

                             COLLEGE SOFTWARE, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET
                                  -------------


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


                                           December    December    December
                                           31, 2000    31, 1999    31, 1998
                                           ----------- ----------- -----------
CURRENT LIABILITIES

     Accounts Payable                      $       50  $       50  $        0

     Officers Advances (Note #8)                4,305       3,078         650
                                           ----------- ----------- -----------

TOTAL CURRENT LIABILITIES                  $    4,355  $    3,128  $      650
                                           ----------- ----------- -----------

STOCKHOLDERS' EQUITY (Note #4)

     Preferred stock, par value $0.001
     Authorized 10,000,000 shares
     Issued and outstanding at
     December 31, 2000 - None              $        0

     Common stock, par value $0.001
     Authorized 100,000,000 shares
     Issued and outstanding at
     December 31, 1998 -
     1,000,000 shares                                              $    1,000

     December 31, 1999 -
     1,035,400 shares                                  $    1,035

     December 31, 2000 -
     1,185,400 shares                      $    1,185

     Additional Paid-In Capital                24,169      24,169       9,319

     Deficit accumulated during
     the development stage                    -29,709     -28,482     -11,004
                                           ----------- ----------- -----------

TOTAL STOCKHOLDERS' EQUITY                 $   -4,355  $   -3,128  $     -650
                                           ----------- ----------- -----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                       $        0  $        0  $        0
                                           ----------- ----------- -----------

    The accompanying notes are an integral part of these financial statements

                                       23


<PAGE>
<TABLE>

                                       COLLEGE SOFTWARE, INC.
                                    (A Development Stage Company)


                                       STATEMENT OF OPERATIONS
                                       -----------------------
<CAPTION>

                                 Year              Year             Jun.29,       Jun.29, 1998
                                 Ended             Ended           1998, to         Inception
                               Dec. 31,          Dec. 31,          Dec. 31,        to Dec. 31,
                                 2000              1999              1998             2000
                                 ----              ----              ----             ----
<S>                         <C>              <C>              <C>              <C>
INCOME

  Revenue                   $             0  $             0  $             0  $             0
                            ---------------- ---------------- ---------------- ----------------

EXPENSES

  General, Selling
  and Administrative        $        18,705  $           445  $        10,559  $        29,709
                            ---------------- ---------------- ---------------- ----------------

TOTAL EXPENSES              $        18,705  $           445  $        10,559  $        29,709
                            ---------------- ---------------- ---------------- ----------------

NET PROFIT/LOSS (-)         $       -18,705  $          -445  $       -10,559  $       -29,709
                            ---------------- ---------------- ---------------- ----------------

Net loss per share -
 Basic and diluted
 (Note #2)                  $        -.1683  $        -.0004  $        -.1032  $        -.2798
                            ---------------- ---------------- ---------------- ----------------

Weighted average
Number of common
Shares outstanding                1,111,630        1,031,521        1,022,778        1,061,977
                            ---------------- ---------------- ---------------- ----------------
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       24


<PAGE>
<TABLE>

                                       COLLEGE SOFTWARE, INC.
                                    (A Development Stage Company)


                            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                            --------------------------------------------
<CAPTION>

                                     Common Stock                  Additional        Accumu-
                                     ------------                   paid-in           lated
                                Shares            Amount            Capital          Deficit
                                ------            ------            -------          -------
<S>                               <C>        <C>              <C>              <C>
Balance,
July 5, 1998
Issued for services                 950,000  $           950  $         8,550  $             0

October 31, 1998
Issued for cash                      50,000               50              450

Net loss
June 29,1998
December 31, 1998                                                                      -10,559
                            ---------------- ---------------- ---------------- ----------------

Balance,
December 31, 1998                 1,000,000  $         1,000  $         9,000  $       -10,559

July 10, 1999
Issued for cash                      35,400               35              319

Net loss year ended
December 31, 1999                                                                         -445
                            ---------------- ---------------- ---------------- ----------------

Balance,
December 31, 1999                 1,035,400  $         1,035  $         9,319  $       -11,004

June 29, 2000
Issued for services                 150,000              150           14,850

Net loss year ended
December 31, 2000                                                                      -18,705
                            ---------------- ---------------- ---------------- ----------------

Balance,
December 31, 2000                 1,185,400  $         1,185  $        24,169  $       -29,709
                            ---------------- ---------------- ---------------- ----------------

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       25


<PAGE>
<TABLE>


                             COLLEGE SOFTWARE, INC.
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOWS
                             -----------------------
<CAPTION>

                                           Year              Year             Jun.29,       Jun.29,1998
                                           Ended             Ended           1998, to        (Inception)
                                         Dec. 31,          Dec. 31,          Dec. 31,        to Dec. 31
                                           2000              1999              1998             2000
                                           ----              ----              ----             ----
<S>                                   <C>             <C>             <C>             <C>
Cash Flows from
Operating Activities
Net Loss (-), Gain (+)                $      -18,705  $         -445  $      -10,559  $      -29,709

Changes in assets and
Liabilities

Issued for services                          +15,000               0          +9,500         +24,500

Accounts Payable                                 +50               0               0             +50
Officers Advances                             +3,655             +91            +559          +4,305
                                      --------------- --------------- --------------- ---------------

Net cash used in
Operating activities                  $            0  $         -354  $         -500  $         -854

Cash Flows from
Investing Activities                               0               0               0               0

Cash Flows from
Financing Activities
     Issue common
     stock for cash                                0            +354            +500            +854
                                      --------------- --------------- --------------- ---------------

Net Increase (decrease)
 In cash                              $            0  $            0  $            0  $            0

Cash,
Beginning of period                                0               0               0               0
                                      --------------- --------------- --------------- ---------------


Cash, End of Period                   $            0  $            0  $            0  $            0
                                      --------------- --------------- --------------- ---------------
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       26


<PAGE>

                             COLLEGE SOFTWARE, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
           December 31, 2000, December 31, 1999, and December 31, 1998


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

         The Company was organized June 29, 1998, under the laws of the State of
         Florida, as COLLEGE SOFTWARE, INC. The Company currently has no
         operations and in accordance with SFAS #7, is considered a development
         company.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Accounting Method
         -----------------

                  The Company records income and expenses on the accrual method.

         Estimates
         ---------

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

         Cash and equivalents
         --------------------

                  The Company maintains a cash balance in a non-interest-bearing
                  bank that currently does not exceed federally insured limits.
                  For the purpose of the statements of cash flows, all highly
                  liquid investments with the maturity of three months or less
                  are considered to be cash equivalents.

                                       27


<PAGE>

                             COLLEGE SOFTWARE, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
           December 31, 2000, December 31, 1999, and December 31, 1998


         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

                  Income taxes are provided for using the liability method of
                  accounting in accordance with Statement of Financial
                  Accounting Standards No. 109 (SFAS #109) "Accounting for
                  Income Taxes". A deferred tax asset or liability is recorded
                  for all temporary difference between financial and tax
                  reporting. Deferred tax expense (benefit) results from the net
                  change during the year of deferred tax assets and liabilities.

         Reporting on Costs of Start-Up Activities
         -----------------------------------------

                  Statement of Position 98-5 ("SOP 98-5"), "Reporting on the
                  Costs of Start-Up Activities" which provides guidance on the
                  financial reporting of start-up costs and organization costs.
                  It requires most costs of start-up activities and organization
                  costs to be expensed as incurred. SOP 98-5 is effective for
                  fiscal years beginning after December 15, 1998. With the
                  adoption of SOP 98-5, there has been little or no effect on
                  the company's financial statements.

         Loss Per Share
         --------------

                  Net loss per share is provided in accordance with Statement of
                  Financial Accounting Standards No. 128 (SFAS #128) "Earnings
                  Per Share". Basic loss per share is computed by dividing
                  losses available to common stockholders by the weighted
                  average number of common shares outstanding during the period.
                  Diluted loss per share reflects per share amounts that would
                  have resulted if dilative common stock equivalents had been
                  converted to common stock. As of December 31, 2000, the
                  Company had no dilutive common stock equivalents such as stock
                  options.

                                       28


<PAGE>

                             COLLEGE SOFTWARE, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
           December 31, 2000, December 31, 1999, and December 31, 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         Year End
         --------

                  The Company has selected December 31st, as its year-end.

         Year 2000 Disclosure
         --------------------

                  The Y2K issue had no effect on this Company.


NOTE 3 - INCOME TAXES

         There is no provision for income taxes for the period ended December
         31, 2000. The Company's total deferred tax asset as of December 31,
         1999, is as follows:

                 Net operation loss carry forward              $        11,004
                 Valuation allowance                           $        11,004

                 Net deferred tax asset                        $             0


         The federal net operating loss carry forward will expire by 2019.

         This carry forward may be limited upon the consummation of a business
         combination under IRC Section 381.


NOTE 4 - STOCKHOLDERS' EQUITY

         Common Stock
         ------------

         The authorized common stock of the corporation consists of 100,000,000
         shares with a par value $0.001 per share.

                                       29


<PAGE>

                             COLLEGE SOFTWARE, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
           December 31, 2000, December 31, 1999, and December 31, 1998


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

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

         The authorized preferred stock of the Corporation consists of
         10,000,000 shares with a par value of $0.001 per share.

         On July 5, 1998, the Company issued 950,000 shares of its $0.001 par
         value common stock for services of $9,500 to its director.

         On October 31, 1998, the Company issued 50,000 common shares for $0.01
         each, for a total of $500 cash, pursuant to Regulation D, Rule 504.

         On February 10, 1999, the Company issued 35,400 common shares for $0.01
         each, for a total of $354 cash, pursuant to Regulation D, Rule 504.

         On June 29, 2000, the Company issued 150,000 shares of its $0.001 par
         value common stock for services valued at $0.10 per share for a total
         of $15,000, pursuant to Regulation D, Rule 701.

NOTE 5 - GOING CONCERN

         The Company's financial statements are prepared using generally
         accepted accounting principles applicable to a going concern, which
         contemplates the realization of assets and liquidation of liabilities
         in the normal course of business. However, the Company does not have
         significant cash or other material assets, nor does it have an
         established source of revenues sufficient to cover its operating costs
         and to allow it to continue as a going concern.

                                       30


<PAGE>

                             COLLEGE SOFTWARE, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
           December 31, 2000, December 31, 1999, and December 31, 1998


NOTE 6 - WARRANTS AND OPTIONS

         There are no warrants or options outstanding to acquire any additional
         shares of common or preferred stock.

NOTE 7 - RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal property. An
         officer of the corporation provides office services without charge.
         Such costs are immaterial to the financial statements and accordingly,
         have not been reflected therein. The officers and directors of the
         Company are involved in other business activities and may in the
         future, become involved in other business opportunities. If a specific
         business opportunity becomes available, such persons may face a
         conflict in selecting between the Company and their other business
         interests. The Company has not formulated a policy for the resolution
         of such conflicts.

NOTE 8 - OFFICERS ADVANCES

         While the Company is seeking additional capital through a merger with
         an existing company, an officer of the Company has advanced funds on
         behalf of the Company to pay for any costs incurred by it. These funds
         are interest free. As of December 31, 2000, December 31, 1999, and
         December 31, 1998, the amount advanced was $4,305.00, $3,078.00, and
         $650.00 respectfully.

                                       31


<PAGE>

         (2)      Financial Statement Schedules

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

         (3)      Exhibits

The exhibits listed below are required by Item 601 of Regulation S-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.

Exhibit
Number            Description of Document
------            -----------------------

3.1 (a)           Articles of Incorporation of the Registrant

3.2 (a)           By-laws of the Registrant

23                Consent of Independent Auditor

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

(a)      Included as an Exhibit to College Software, Inc.'s registration
         statement on Form 10-SB dated July 21, 2000

b)       Reports on Form 8-K

The Company did not file any current reports on Form 8-K during the reporting
period.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:    February 2, 2001                  COLLEGE SOFTWARE, INC.


                                            By:  /s/ Thomas Braun
                                            ---------------------
                                            Thomas Braun
                                            President

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

/s/ Thomas Braun                  Director                   February 2, 2001
------------------
Thomas Braun

/s/ Peter Braun                   Director                   February 2, 2001
------------------
Peter Braun

                                       32