SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
                                  Amendment #2

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED COMMISSION FILE NO.
                              JULY 31, 2005 0-27075



            FLORIDA                   BSD SOFTWARE, INC.         31-1586472
(State or Other Jurisdiction of       (Name of Registrant     (I.R.S. Employer
 Incorporation or Organization)       in Our Charter)        Identification No.)


       SUITE 300                      _____                    GUY FIETZ
5824 SECOND STREET, S. W.                                      SUITE 300
    CALGARY, ALBERTA                                   5824 SECOND STREET, S. W.
     CANADA T2H 0H2                                         CALGARY, ALBERTA
                                                             CANADA T2H 0H2

    (403) 257-7090           (Primary Standard Industrial      (403) 257-7090
(Address and telephone        Classification Code Number)   (Name, address and
number of Principal                                          telephone number
Executive Offices and                                      of agent for service)
Principal Place of Business)


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

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                (TITLE OF CLASS)

         Check whether the issuer (1) filed all reports required to be filed by
         Section 13 or 15(d) of the Exchange Act during the past 12 months (or
         for such shorter period that BSD Software, Inc. 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 in response to Item 405 of
         Regulation S-B is not contained in this form, and no disclosure will be
         contained, to the best of BSD Software's knowledge, in definite proxy
         or information statements incorporated by reference in Part III of this
         Form 10-KSB or any amendment to this Form 10-KSB. |_|

         Issuer's revenues for its most recent fiscal year: $7,350,000

         Based on the closing sale price on October 21, 2005 ($.055), the
         aggregate market value of the voting common stock held by
         non-affiliates of BSD Software, Inc is $340,835. Determination of stock
         ownership by non-affiliates is made solely for purposes of responding
         to the requirements of the form and the registrant is not bound by this
         determination for any other purpose.

         As of October 21, 2005 BSD Software had 32,560,897 shares of common
         stock outstanding.

<PAGE>

                                EXPLANATORY NOTE

         This Annual Report on Form 10-KSB/A ("Form 10-KSB/A") is being filed as
         Amendment No. 2 to our Annual Report on Form 10-KSB for the year ended
         July 31, 2005, which was filed with the Securities and Exchange
         Commission (SEC) on November 14, 2005 (the "Original Filing"). We are
         filing this Amendment No. 2 to reflect the inclusion of paragraph 4(b)
         of the Officer's Certificate pursuant to Section 302. Part IV of the
         Original Filing has been amended to include currently-dated
         certifications from our principal executive officer and principal
         financial officer, and are attached to this Form 10-KSB/A as Exhibits
         31.1, 31.2.

<PAGE>

         SIGNATURES

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

                             BSD SOFTWARE SOLUTIONS



February 17, 2006            By: /S/ GUY FIETZ
                                 --------------------------------------
                             Guy Fietz, President and Director


                             By: /S/ GORDON ELLISON
                                 --------------------------------------
                             Gordon Ellison, Chief Financial Officer