================================================================================

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

                                   FORM 10-QSB


[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                  For the quarterly period ended   SEPTEMBER 30, 2000
                                                  --------------------

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
         For the transition period from _________________ to _________________

                  Commission file number      033-23138-D
                                          ------------------------------------


                                 HEARTSOFT, INC.

--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)


            DELAWARE                                     87-0456766
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
organization)


             3101 NORTH HEMLOCK CIRCLE, BROKEN ARROW, OKLAHOMA 74012
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (918) 362-3600
--------------------------------------------------------------------------------
                           (Issuer's Telephone Number)



--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


As of September 30, 2000, 11,291,837 shares of Heartsoft, Inc. Common Stock,
$0.0005 par value, were outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

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<PAGE>


                                                                         PAGE

PART I.  FINANCIAL INFORMATION

Item 1:  Balance Sheet as of September 30, 2000                           3

         Statement of Operations for the three months ended
         September 30, 2000 and September 30, 1999                        5

         Statement of Cash Flows for the three months ended
         September 30, 2000 and September 30, 1999                        6

         Notes to Financial Statements                                    7

Item 2:  Management's Discussion, Analysis of Financial
         Condition, and Results of Operations                            12

PART II.  OTHER INFORMATION

Item 2:  Changes in Securities and Use of Proceeds                       16

Item 6:  Exhibits and Reports on Form 8-K                                17

Signature Page                                                           21


INTRODUCTORY STATEMENT REGARDING ADOPTION OF FISCAL YEAR:

On August 4, 2000, the Board of Directors of Heartsoft, Inc. changed the
Company's fiscal year end from March 31 to June 30 effective for the fiscal year
beginning July 1, 2000. Therefore, "Fiscal Year 2001" will be for the period
July 1, 2000 to June 30, 2001 and the three months ended September 30, 2000
represents the first quarter of Fiscal Year 2001.


                                      -2-

<PAGE>

PART I -- FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

                                  BALANCE SHEET
                            As of September 30, 2000
                                   (unaudited)

Assets
Current Assets:

   Cash                                                            $   92,192
   Accounts receivable, trade, net of allowance                        30,469
     of $42,448
   Inventories, at cost                                                45,189
   Other                                                               12,460
                                                                   ----------
Total current assets                                                  180,310

Property and equipment, at cost:
   Property and equipment                                             257,870
   Less accumulated depreciation                                     (128,254)
                                                                   ----------
Property and equipment, net                                           129,616

Other assets:
   Developed software, net                                            857,692
   Other                                                                4,668
                                                                   ----------
Total other assets                                                    862,360
                                                                   ----------
Total assets                                                       $1,172,286
                                                                   ==========

                                      -3-

<PAGE>

                                  BALANCE SHEET
                            As of September 30, 2000
                                   (unaudited)

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                                $  217,441
   Notes payable                                                      130,234
   Accrued expenses                                                   280,291
                                                                   ----------
Total current liabilities                                             627,966

Commitments and contingencies                                              --

Stockholders' equity:
   Preferred stock, $0.01 par value, 5,000,000 shares
     authorized, 827,000 shares issued                                  8,270
   Common stock, $0.0005 par value, 30,000,000 shares
     authorized, 11,291,837 shares issued                               5,646
   Additional paid-in capital                                       6,511,457
   Accumulated deficit                                             (5,981,053)
                                                                   ----------
Total stockholders' equity                                            544,320
                                                                   ----------
Total liabilities and stockholders' equity                         $1,172,286
                                                                   ==========

                                      -4-

<PAGE>

                             STATEMENT OF OPERATIONS
                                   (unaudited)

                                                        Three months ended
                                                          September 30,
                                                    -------------------------
                                                       2000           1999
                                                    ----------     ----------

Net Sales                                           $   97,616     $   73,273

Costs and expenses:
   Cost of production                                   47,615         26,960
   Sales and Marketing                                 201,294         58,227
   General and administrative                          563,753        145,795
   Depreciation and amortization                        37,743         29,286
                                                    ----------     ----------

Total Operating Expenses                               850,405        260,268
                                                    ----------     ----------

Operating Loss                                        (752,789)      (186,995)

Other income and expense:
   Interest expense                                     (3,964)        (9,147)
   Other, net                                            2,038         (1,662)
                                                    ----------     ----------
                                                        (1,926)       (10,809)
                                                    ----------     ----------
Loss before income taxes                              (754,715)      (197,804)
Income Taxes                                                --             --
                                                    ----------     ----------
Net Income (Loss)                                   $ (754,715)    $ (197,804)
                                                    ----------     ----------

Earnings per Share                                  $    (0.07)    $    (0.02)
                                                    ----------     ----------

                                      -5-

<PAGE>

                             STATEMENT OF CASH FLOWS
                                   (unaudited)
                                                       Three months ended
                                                          September 30,
                                                    -------------------------
                                                       2000           1999
                                                    ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                            $ (754,715)    $ (197,804)
Adjustments to reconcile net loss to net cash
used in operating activities:
        Depreciation and amortization                   37,743         29,286
        Changes in:
          Accounts receivable                           33,943         12,936
          Other assets                                  (5,401)       (10,121)
          Inventories                                    1,823         (5,587)
          Accounts payable                             (67,005)       (28,116)
          Accrued expenses                             203,722              -
                                                    ----------     ----------

Net cash used in operating activities                 (549,890)      (199,406)

CASH FLOWS FROM INVESTING ACTIVITIES

Capitalized software development costs                (143,421)       (48,792)
Payments for the purchase of property                  (30,126)       (21,094)
                                                    ----------     ----------

Net cash used in investing activities                 (173,547)       (69,886)


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of debt                          79,500         82,500
Principal payments of debt                             (15,820)      (196,432)
Proceeds from issuance of preferred stock                    -              -
Proceeds from issuance of common stock                 658,129        779,800
                                                    ----------     ----------
Net cash provided by financing activities              721,809        665,868
                                                    ----------     ----------

Net increase (decrease) in cash                         (1,628)       396,576
Cash at beginning of period                             93,820          4,177
                                                    ----------     ----------
Cash at end of period                               $   92,192     $  400,753
                                                    ==========     ==========

                                      -6-

<PAGE>

                                 HEARTSOFT, INC.
                      NOTES TO INTERIM FINANCIAL STATEMENTS
          Three months ended September 30, 2000 and September 30, 1999
                                   (unaudited)

         The accompanying unaudited financial statements have been prepared in
accordance with instructions to Form 10-QSB as prescribed by the Securities and
Exchange Commission. In the opinion of management, all adjustments required to
make a fair presentation of the results of operations of Heartsoft, Inc., a
Delaware corporation ("Heartsoft," or the "Company," including its subsidiary),
for the three months ended September 30, 2000 have been included. The results of
operations for the three months ended September 30, 2000 are not necessarily
indicative of the results of operations that may be achieved for the entire
fiscal year.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CHANGE IN YEAR END

         On August 4, 2000, the Board of Directors of the Company changed the
Company's fiscal year end from March 31 to June 30 effective for the fiscal year
beginning July 1, 2000. Therefore, "Fiscal Year 2001" will be for the period
July 1, 2000 to June 30, 2001 and the three months ended September 30, 2000
represents the first quarter of Fiscal Year 2001.

REVENUE RECOGNITION

         Revenues from the sale of software products are recognized upon
shipment, provided that no significant obligations remain outstanding and
collection of the receivable is probable. Shipments of software previews to
customers include the right of return for 30 days. Sales on these shipments are
not recognized until expiration of the preview period. Allowances for estimated
returns are provided at the time of sale. The Company evaluates the adequacy of
allowances for returns and doubtful accounts primarily based upon its evaluation
of historical and expected sales experience. The allowances for returns and
doubtful accounts are based upon information available at the reporting date. To
the extent the future market, customer mix, channels of distribution, product
pricing and general economic and competitive conditions change, the estimated
allowances required for returns and doubtful accounts may also change.

INVENTORIES

         Inventories consist primarily of raw materials such as CD-ROM and
floppy discs and manuals. They are stated at the lower of cost, determined by
using the first-in, first-out method, or market.

ADVERTISING AND MARKETING COSTS

         The Company expenses advertising costs, excluding co-operative
advertising, as incurred. Co-operative advertising programs are initially
capitalized and then expensed over the

                                      -7-

<PAGE>

period of the specific contract for services. Capitalized advertising costs are
not material at September 30, 2000. Advertising costs totaled $35,171 for the
three months ended September 30, 2000.

DEPRECIATION

         The Company's property and equipment is carried at cost and depreciated
over the estimated useful lives of the related assets. Depreciation is computed
using the straight-line method over a seven-year period for both financial
reporting and federal income tax purposes.

DEVELOPED SOFTWARE

         Costs for new software products and enhancements to existing software
products are expensed as incurred until technological feasibility has been
established. Once the project reaches technological feasibility, all software
development costs are capitalized until the project is ready for release.
Software development costs are amortized on the straight-line method over a
maximum of seven years or the expected life of the product, whichever is less.
Amortization expense of software development costs was $31,105 for the three
months ended September 30, 2000.

INCOME TAXES

         Deferred tax liabilities and assets are determined based on the
differences between the financial statement basis and tax basis of assets and
liabilities, using enacted tax rates in effect for the year in which the
differences are expected to reverse. Statement of Financial Accounting Standards
("SFAS") 109, "Accounting for Income Taxes," also requires a valuation allowance
against net deferred tax assets if, based upon the available evidence, it is
more likely than not that some or all of the deferred tax assets will not be
realized.

FAIR VALUE OF FINANCIAL INSTRUMENTS

         Cash, accounts receivable, accounts payable and accrued expense amounts
reported in the accompanying balance sheet approximate fair value. Accounts
receivable are unsecured. Based on the borrowing rates currently available to
the Company, the carrying amounts reported in the accompanying balance sheet for
notes payable approximate fair value.

CONCENTRATIONS OF CREDIT RISK

         Heartsoft markets to educators nationwide, which is a large, diverse
group governed by unrelated buying decisions. Thus, no single customer
represents a significant portion of the Company's revenues or accounts
receivable. The education market consists of both school systems and individual
educators requiring core curriculum materials as well as supplemental materials.

                                      -8-

<PAGE>


EMPLOYEE STOCK OPTIONS

         When the exercise price of employee stock options equals or exceeds the
market value of the stock at date of grant, the Company recognizes no
compensation expense.

EARNINGS PER SHARE

         Basic net loss per share is computed using the weighted average number
of common shares outstanding during the period. Diluted net loss per share is
computed using the weighted average number of common shares outstanding during
the period, plus the dilutive effect of common stock equivalents.

COMPREHENSIVE INCOME

         The Company has no comprehensive income items for the three months
ended September 30, 2000. Therefore, net loss equals comprehensive income.

NEW ACCOUNTING STANDARDS

         The Company adopted SFAS No. 133, "Accounting for Derivative
Investments and Hedging Activities" during the first quarter of fiscal 2001.
Currently, the Company does not engage in hedging activities or transactions
involving derivatives.

MANAGEMENT ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions regarding items such as allowances for sales returns and
uncollectible accounts, and valuation allowances for deferred tax assets 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.

NOTE 2 - NOTES PAYABLE

Notes payable consist of the following at September 30, 2000:

       Note payable to a bank, due $1,034 monthly
           including interest at 9%, due October 2000              $    1,023

       Note payable to a finance company, $4,575 monthly
           including interest at 14.82%, due Feb. 2001,
           secured by property and equipment                           50,423

       Note payable to a finance company, $738 monthly
           including interest at 14.82%, due July 2003,
           secured by property and equipment                           17,588

       Note payable to an investment group, balloon
          payment including interest at 8%,
          due December 31, 2000                                        61,200
                                                                   ----------
       Total                                                          130,234

       Current portion                                                130,234
                                                                   ----------
       Noncurrent portion                                          $        -
                                                                   ==========

                                      -9-
<PAGE>

NOTE 3  - ACCRUED EXPENSES

         On September 27, 2000, the Company and the holder of the Series A
preferred stock entered into an amendment to the Stock Purchase Agreement (the
"Amendment"). Under the terms of the original Stock Purchase Agreement, the
Company agreed to cause a registration statement relating to the common shares
into which the Series A preferred stock are convertible, and the common shares
issuable upon exercise of certain warrants to become effective by August 1,
2000. Also under the terms of the original Stock Purchase Agreement , the
Company would become liable under a penalty provision in the Stock Purchase
Agreement if the Company was unable to cause such registration statement to
become effective by August 1, 2000. Under the Amendment to the Stock Purchase
Agreement, the Company agreed to cause a registration statement relating to the
common shares into which the Series A preferred stock are convertible, and the
common shares issuable upon exercise of certain warrants to become effective
within a reasonable time after October 1, 2000. In addition, the Company agreed
to issue 300,000 shares of common stock to the Series A preferred stockholder in
exchange for the stockholder's agreement to release the Company from any and all
current and future liability that the Company might have under the penalty
provision. A liability totaling $227,810 associated with the 300,000 shares was
recorded. As of November 9, 2000, this stock has not been issued.

         In the previous quarter ended June 30, 2000, the Company sold 325,000
shares of restricted common stock. In connection with the sale of the 325,000
shares, Heartsoft agreed to file a registration statement. As of November 9,
2000 a registration has not been filed. Starting October 1, 2000, a penalty of
10,000 shares per month shall be awarded until the 325,000 shares become
free-trading. Additionally, as of November 9, 2000, these shares have not been
issued.

NOTE 4  - EARNINGS PER SHARE

Basic and diluted EPS are computed as follows:
                                                    Three month periods ended
                                                          September 30,
                                                        2000          1999
                                                    ----------     ----------
Basic EPS computation:

      Net loss                                      $ (754,715)    $ (197,804)

      Weighted average
         shares outstanding                         11,233,093     10,395,376
                                                    ----------     ----------
      Basic and diluted
         net loss per share                         $    (0.07)    $    (0.02)
                                                    ==========     ==========

                                     -10-
<PAGE>

NOTE 5  - UNCERTAINTIES

         The Company has experienced recurring operating losses and negative
cash flows from operating activities, which increased to $754,715 and $549,890,
respectively, for the three months ended September 30, 2000. Management
implemented a program to increase the marketing and sales staff, and these
additional expenses are not expected to have a substantial impact on revenues
until later in fiscal year 2001. Management also plans to introduce significant
new products in fiscal 2001.

         While product development expenditures have been substantial for
INTERNET SARARI[TM] - a full-featured secure Internet browser for children, its
final release has not occurred as of September 30, 2000.

         In order to finance these negative cash flows, the Company secured
approximately $692,000 in funding during the three months ended September 30,
2000 through a private placement of convertible debt and Common Stock.

         Management plans to release INTERNET SARARI[TM], in fiscal year 2001 as
well as introduce new products. With new products and a strengthened sales
staff, management believes revenues from product sales will increase. In order
to finance the continuing costs of product development and operating losses,
management intends to raise additional capital through equity offerings.
However, the Company has no formal commitments for equity placements. The
ability of the Company to implement its operating plan and to continue as a
going concern depends on its ability to raise equity capital and, ultimately, to
achieve profitable operations.

NOTE 6  - SUBSEQUENT EVENT

         To support the Company's policy of growth and to meet working capital
needs during the development and release of INTERNET SARARI[TM], the Company
borrowed $500,000 on November 9, 2000 under two separate promissory notes, each
for the principal sum of $250,000. The principal sum of both promissory notes
plus interest at a per annum rate equal to 6.15% are due on the earlier of May
9, 2001 or five business days after the Company shall have received equity
investments or debt financing in excess of $750,000. In order to induce the
parties to enter into the promissory notes, the Company issued the holders of
each of the promissory notes 125,000 shares of common stock of the Company, and
Benjamin Shell, the Chairman and CEO of the Company, pledged collateral in the
form of 500,000 shares of common stock of the Company owned by him to secure the
amounts under the promissory notes. The Notes may be pre-paid in whole or in
part at any time without penalty, but with interest to the date of payment on
the amount prepaid.

                                      -11-

<PAGE>


ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
----------------------------------------------------------

         This Form 10-QSB contains "forward-looking" statements regarding
potential future events and developments affecting the business of Heartsoft,
Inc., a Delaware Corporation ("Heartsoft" or the "Company," including its
subsidiary). Forward-looking statements may be indicated by the words "expects,"
"estimates," "anticipates," "intends," "predicts," "believes" or other similar
expressions. Forward-looking statements appear in a number of places in this
Form 10-QSB and may address the intent, belief or current expectations of
Heartsoft and its Board of Directors and Management with respect to Heartsoft
and its business. Heartsoft's ability to predict results or the effect of any
future events on Heartsoft's operating results is subject to various risks and
uncertainties.

GENERAL INFORMATION
-------------------

         Heartsoft is a publicly held Delaware Corporation, incorporated on
January 15, 1988, and traded in the Over the Counter Bulletin Board (OTCBB)
market under the symbol "HTSF." The Company is a provider of proprietary
educational computer software products distributed to the education and consumer
markets. Its products are sold through an internal sales organization, national
and international resellers, United States based catalogers with an annual
aggregate circulation in excess of 5,000,000 catalogs and online through four
corporate websites, www.heartsoft.com, www.internet-safari.com,
www.thinkology.com, and www.isafari.com.

         Through the three months ended September 30, 2000, the Company's
product line was comprised of approximately 50 educational software programs
that assist young children in pre-kindergarten through the 6th grade to practice
and learn basic curriculum subjects. During Fiscal Year 2001, the Company
anticipates the release of its new secure Internet browser for children,
INTERNET SARARI[TM]. The release of INTERNET SARARI[TM] will broaden the
Company's product line to include an Internet-based software solution. A beta
version of INTERNET SARARI[TM] was released on the Apple Macintosh platform on
September 23, 2000 and the Windows platform on September 29, 2000.

         The Company intends to continue to expand its traditional educational
software business through internal growth as well as by focusing a substantial
portion of its resources on the introduction and sale of INTERNET SARARI[TM].
Beginning in Fiscal Year 2001, the Company intends to use the Internet to expand
its geographic reach deeper into the consumer market both in the United States
and internationally.

         For the three months ended September 30, 2000, the Company experienced
a loss of $754,715 and accumulated a total deficit of $5,981,053. This loss and
accumulated deficit have been primarily caused by the Company's efforts in
positioning itself for the release of INTERNET SARARI[TM] and are related, for
the most part, to marketing and general and administrative expenses.

         To reach profitability, the Company plans, among other things, to do
the following:

                                      -12-

<PAGE>


           o       Release its secure Internet browser, INTERNET SARARI[TM]
                   during Fiscal Year 2001;

           o       Expand the marketing of all of the Company's products for the
                   consumer and school markets by utilizing additional marketing
                   resources such as direct mail, on-line purchasing,
                   demonstration versions of key products, magazine advertising
                   and more;

           o       Establish strategic joint venture partners both in the United
                   States and internationally.

         The Company plans to strengthen its brand name awareness and position
and to utilize its technological infrastructure and software development
capabilities to continue refining and upgrading its current and future products.
Accordingly, the Company intends to invest heavily in marketing and advertising,
new partnerships and strategic alliances, and its technology infrastructure. The
Company also anticipates that it will continue to experience losses similar to
or greater than those described above during the next 15 months. Significant
increases in the Company's advertising and marketing campaigns will contribute
to such loss. The Company believes that this program of expansion is necessary
to continue building its brand recognition and ability to generate revenues.

         Further, if the investments mentioned above are successful, the Company
anticipates that it will see an increase in revenues and a narrowing of losses
as percentage of revenues. The Company expects that the combination of increased
revenues and decreased expenses as percentage of revenues will lead to
profitability.

         The Company believes that its investment in the development of INTERNET
SARARI[TM] and the secure browser's release represents a key element of its
future and that the Company can become a leading player in the children's
Internet market.

RESULTS OF OPERATIONS
---------------------

THREE MONTHS ENDED SEPTEMBER 30, 2000 VS. THREE MONTHS ENDED SEPTEMBER 30, 1999

NET REVENUE

         Revenue for the three months ended September 30, 2000 increased to
$97,616 from $73,273 for the three months ended September 30, 1999, an increase
of $24,343 or 33%. The increase is primarily the result of hiring a Vice
President of Sales and Marketing in late 1999, reorganizing and expanding the
education sales division from three to eleven employees, and continuing the
implementation of a broad-based marketing strategy. The marketing strategy
focused on adding quality sales personnel and directing their efforts in
promoting educational programs to schools while maintaining existing reseller
business. It also included higher attendance at trade shows and increased direct
mailings, both of which contributed to the increase in revenues.

                                      -13-

<PAGE>

COST OF PRODUCTION

         Cost of production includes all costs associated with the acquisition
of raw materials, assembly of finished products, warehousing, shipping, and
payroll associated with production and shipping of finished products. This
expense category also includes labor costs associated with maintaining and
implementing enhancements to existing educational programs as well as
miscellaneous costs related to the needs of the Production Department. Cost of
production for the three months ended September 30, 2000 was $47,615 compared to
$26,960 for the three months ended September 30, 1999, an increase of $20,655 or
77%. Cost for the acquisition of raw materials increased approximately $5,837 as
a result of increased sales as noted in the Net Revenue discussion above.
Payroll cost increased $7,493 primarily from the addition of a technical support
employee. Royalty payments totaling $3,850 were made during the quarter in
accordance with Heartsoft's strategic marketing agreement with the Foundation
for Critical Thinking. Expenses for office rent increased $2,685 as a result of
leasing additional office in late 1999 and early 2000.

SALES AND MARKETING

            Sales and marketing expenses for the three months ended September
30, 2000 were $201,294 versus $58,227 for the three months ended September 30,
1999, an increase of $143,067 or 246%. As noted previously, in the Net Revenue
discussion, a Vice President of Sales and Marketing was hired in late 1999, the
education sales division was reorganized and expanded, and the Company's
broad-base marketing strategy is continuing to be implemented. This strategy
involves active utilization of temporary personnel to fill selected positions,
then upon satisfactory completion of work responsibilities the hiring of these
individuals as full-time employees. All of the above factors, coupled with
direct mail campaigns targeted at schools, new advertising materials and higher
attendance at industry trade-shows lead to increased expenses in sales and
marketing. An approximate breakdown by component of the major increases in sales
and marketing expense follows: payroll and benefits $74,114; advertising
$12,182; travel and conferences $23,261; and contract labor $11,998.

GENERAL AND ADMINISTRATIVE

         Total general and administrative (G&A) expense for the three months
ended September 30, 2000 was $563,753 compared to $145,795 for the same period
in 1999, an increase of $417,958. The primary reason for this increase relates
to accruing expenses totaling $227,810 in connection with amending a Stock
Purchase Agreement whereby the Company agreed to issue 300,000 shares of Common
Stock in order to eliminate any liability the Company might have under a penalty
provision in the Stock Purchase Agreement (see Financial Statement Note 3 -
Accrued expenses).

         Additional factors causing the increase in G&A expense can be
attributed to taking the necessary steps to build the Company's infrastructure.
These factors include the addition of a Chief Financial Officer, assuming full
reporting status to become compliant with SEC regulations, and strengthening
strategic customer and investor relationships, all of which are critical to
minimizing risks to the Company and execution of its business plan. Further, on
a historical basis, executive management focused primarily on the development of
educational

                                      -14-

<PAGE>

programs resulting in capitalization of appropriate executive salaries. This
focus shifted from development to more of an administrative role resulting in
the expensing of appropriate executive salaries and an increase in related G&A
payroll costs. An approximate breakdown by component (excluding the late
registration filing penalty expense noted above) of other major increases in G&A
expense follows: payroll and benefits $42,310; professional costs related to
accounting and legal fees $83,128; travel $16,198; miscellaneous expenses
$13,342 which includes cost associated with the Vice President of Sales and
Marketing relocation to Heartsoft's Corporate Office in Broken Arrow, Oklahoma;
and contract labor $7,959 for administrative support personnel.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         To support the Company's policy of growth and to meet working capital
needs during the development of INTERNET SARARI[TM], the Company secured
approximately $692,000 in funding during the three months ended September 30,
2000 through a private placement of convertible debt and common stock. A
breakdown of this funding is as follows:

           o       On August 18, 2000, the Company borrowed $100,000 under a
                   convertible promissory note agreement. On September 27, 2000,
                   the Company amended this agreement to issue 80,000 shares of
                   restricted common stock in lieu of a payment of $40,000. This
                   stock issuance reduced the promissory note to $60,000 that is
                   due on December 31, 2000.

           o       During the three months ended September 30, 2000, the Company
                   sold 684,500 shares of restricted common stock. Proceeds of
                   the sales aggregated $592,000 less offering expenses of
                   $17,500. As of September 30, 2000, none of these shares have
                   been issued.

         In order to maintain current level of operations, the Company will need
to secure additional funding sources to meet its operating expenses. Such
funding sources may include, but are not limited to, additional private
placements of common or convertible equities, placement of debt with banks,
private or public investors, or other lending institutions and/or licensing
agreements with strategic partners. The Company believes that through a
combination of outside sources of capital and revenues generated from product
sales it will have sufficient sources of capital to meet its operating needs.
However, any substantial delays in receipt of or failure to obtain such capital
may prevent the Company from operating as a going concern, given its limited
revenues and capital reserves.

SUMMARY OF RISK FACTORS
-----------------------

         To date, the Company has funded its operations primarily through
revenues generated by various products and equity financings. The Company will
need additional capital before INTERNET SARARI[TM] begins generating a
sufficient cash flow to sustain operations and anticipated growth. Additionally,
Heartsoft is subject to other risks and uncertainties. A summary of risk factors
is discussed in Part III of Heartsoft's Form 10-KSB for the transition period
April 1, 2000 to June 30, 2000, which was filed on September 28, 2000.

                                      -15-

<PAGE>

PART II -- OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------

         During the three months ended September 30, 2000, the Company issued
the following securities without registering the securities under the Securities
Act of 1933:
<TABLE>
<CAPTION>

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<S>                    <C>         <C>                  <C>                   <C>
       NAME             CLASS       NO. OF SHARES        DATE                  CONSIDERATION
----------------------------------------------------------------------------------------------------------
   John Burgett        Common           1,000          7/25/00     Grant of restricted stock to employee
                                                                   for services rendered.
----------------------------------------------------------------------------------------------------------
 Jonas Hernandez       Common           8,000          7/25/00     Grant of restricted stock upon
                                                                   conversion of convertible preferred
                                                                   stock.
----------------------------------------------------------------------------------------------------------
   Paul & Marie        Common           2,500          7/25/00     Grant of restricted stock in exchange
      Sharga                                                       for public relations and investor
                                                                   relation services.
----------------------------------------------------------------------------------------------------------
 William Tisdale       Common           10,000         7/25/00     Grant of restricted stock in exchange
                                                                   for professional marketing services.
----------------------------------------------------------------------------------------------------------
 Greg Dhuevetter       Common          100,000         9/19/00     Grant of restricted stock in exchange
                                                                   for financial services.
----------------------------------------------------------------------------------------------------------
 Scott McAllister      Common           10,000         9/29/00     Grant of restricted stock in exchange
                                                                   for finder's fee relating to
                                                                   arranging financing with an
                                                                   investment group.
----------------------------------------------------------------------------------------------------------
Hi-Tel Group, Inc.     Common           80,000         9/29/00     Grant of restricted stock in exchange
                                                                   for satisfaction of debt in the
                                                                   amount of  $40,000.
----------------------------------------------------------------------------------------------------------
</TABLE>

         The Company relied on the exemption set forth in Section 4(2) of the
Securities Act of 1933, as amended, in connection with the issuances of stock
set forth above. All parties listed above are sophisticated persons or entities,
performed services for the Company or had prior or existing relationships with
members of Company's management staff at the time of the transactions listed
above.

                                      -16-

<PAGE>

ITEM  6. EXHIBITS AND REPORTS ON FORM 8-K.

A.       EXHIBITS:

      EXHIBIT NO.             DESCRIPTION
--------------------------------------------------------------------------------
         3.1                  Articles of Incorporation of the Company.
                              (Incorporated by reference to the Company's Form
                              10-KSB/A for the period ended March 1, 1999, which
                              was filed on January 22, 2000.)

         3.2                  By-Laws of the Company. (Incorporated by reference
                              to the Company's Form 10-KSB/A for the period
                              ended March 1, 1999, which was filed on January
                              22, 2000.)

         4.1                  Specimen of Certificate for Heartsoft, Inc. Common
                              Stock. (Incorporated by reference to the Company's
                              Form 10-KSB/A for the period ended March 1, 1999,
                              which was filed on January 22, 2000.)

         10.1                 Corporate Note to Dale Hill dated October 21,
                              1998. (Incorporated by reference to the Company's
                              Form 10-KSB/A for the period ended March 1, 1999,
                              which was filed on January 22, 2000.)

         10.2                 Corporate Note to Dale Hill dated February 10,
                              1998. (Incorporated by reference to the Company's
                              Form 10-KSB/A for the period ended March 1, 1999,
                              which was filed on January 22, 2000.)

         10.4                 Promissory Note dated October 16, 1999 to Tulsa
                              National Bank. (Incorporated by reference to the
                              Company's Form 10-KSB/A for the period ended March
                              1, 1999, which was filed on January 22, 2000.)

         10.5                 Promissory Note dated December 16, 1999 to Bank of
                              Oklahoma. (Incorporated by reference to the
                              Company's Form 10-KSB/A for the period ended March
                              1, 1999, which was filed on January 22, 2000.)

         10.6                 Equipment Lease with Auto & Equipment Leasing by
                              Flex, Inc. dated February 12, 1998. (Incorporated
                              by reference to the Company's Form 10-KSB/A for
                              the period ended March 1, 1999, which was filed on
                              January 22, 2000.)

         10.7                 Software Agreement dated May 16, 1997 between
                              Heartsoft, Inc. and Heartsoft 1997 Limited
                              Partnership. (Incorporated by

                                      -17-

<PAGE>

                              reference to the Company's Form 10-KSB/A for the
                              period ended March 1, 1999, which was filed on
                              January 22, 2000.)

         10.8                 Acquisition Note dated May 16, 1997 from Heartsoft
                              1997 Limited Partnership. (Incorporated by
                              reference to the Company's Form 10-KSB/A for the
                              period ended March 1, 1999, which was filed on
                              January 22, 2000.)

         10.9                 Assumption Agreement dated April 30, 1997 by and
                              among Heartsoft 1997 Limited Partnership,
                              Heartsoft, Inc. and Limited Partners.
                              (Incorporated by reference to the Company's Form
                              10-KSB/A for the period ended March 1, 1999, which
                              was filed on January 22, 2000.)

         10.10                Joint Venture Agreement dated May 16, 1997 between
                              Heartsoft, Inc. and Heartsoft 1997 Limited
                              Partnership. (Incorporated by reference to the
                              Company's Form 10-KSB/A for the period ended March
                              1, 1999, which was filed on January 22, 2000.)

         10.11                Software Agreement dated July 30, 1997 between
                              Heartsoft, Inc. and Heartsoft II 1997 Limited
                              Partnership. (Incorporated by reference to the
                              Company's Form 10-KSB/A for the period ended March
                              1, 1999, which was filed on January 22, 2000.)

         10.12                Acquisition Note dated July 30, 1997 from
                              Heartsoft II 1997 Limited Partnership.
                              (Incorporated by reference to the Company's Form
                              10-KSB/A for the period ended March 1, 1999, which
                              was filed on January 22, 2000.)

         10.13                Assumption Agreement dated July 30, 1997 by and
                              among Heartsoft II Limited Partnership, Heartsoft,
                              Inc. and Limited Partners. (Incorporated by
                              reference to the Company's Form 10-KSB/A for the
                              period ended March 1, 1999, which was filed on
                              January 22, 2000.)

         10.14                Joint Venture Agreement dated July 30, 1997
                              between Heartsoft, Inc. and Heartsoft II 1997
                              Limited Partnership. (Incorporated by reference to
                              the Company's Form 10-KSB/A for the period ended
                              March 1, 1999, which was filed on January 22,
                              2000.)

         10.15                Software Agreement dated October 28, 1997 between
                              Heartsoft, Inc. and Heartsoft III 1997 Limited
                              Partnership. (Incorporated by reference to the
                              Company's Form 10-KSB/A for the period ended March
                              1, 1999, which was filed on January 22, 2000.)

                                      -18-

<PAGE>


         10.16                Acquisition Note dated October 28, 1997 from
                              Heartsoft III 1997 Limited Partnership.
                              (Incorporated by reference to the Company's Form
                              10-KSB/A for the period ended March 1, 1999, which
                              was filed on January 22, 2000.)

         10.17                Assumption Agreement dated July 30, 1997 by and
                              among Heartsoft III 1997 Limited Partnership,
                              Heartsoft, Inc. and Limited Partners.
                              (Incorporated by reference to the Company's Form
                              10-KSB/A for the period ended March 1, 1999, which
                              was filed on January 22, 2000.)

         10.18                Joint Venture Agreement dated October 28, 1997
                              between Heartsoft, Inc. and Heartsoft III 1997
                              Limited Partnership. (Incorporated by reference to
                              the Company's Form 10-KSB/A for the period ended
                              March 1, 1999, which was filed on January 22,
                              2000.)

         10.19                Convertible Promissory Note dated August 30, 1999
                              between Heartsoft, Inc. and Hi-Tel Group, Inc.
                              (Incorporated by reference to the Company's Form
                              10-KSB for the period ended March 31, 2000, which
                              was filed on July 14, 2000.)

         10.20                Letter Agreement by and between Heartsoft, Inc.
                              and the Weather Channel Enterprises, Inc. dated
                              September 1, 1999. (Incorporated by reference to
                              the Company's Form 10-KSB for the period ended
                              March 31, 2000, which was filed on July 14, 2000.)

         10.21                Cobranding Program Agreement by and between
                              Heartsoft, Inc. and Ask Jeeves, Inc. dated
                              September 16, 1999. (Incorporated by reference to
                              the Company's Form 10-KSB for the period ended
                              March 31, 2000, which was filed on July 14, 2000.)

         10.22                Engagement Agreement by and between Heartsoft,
                              Inc. and Juanita Seng dated October 1, 1999.
                              (Incorporated by reference to the Company's Form
                              10-KSB for the period ended March 31, 2000, which
                              was filed on July 14, 2000.)

         10.23                Lease dated November, 1999 for commercial office
                              space in Broken Arrow, Oklahoma. (Incorporated by
                              reference to the Company's Form 10-KSB for the
                              period ended March 31, 2000, which was filed on
                              July 14, 2000.)

         10.24                Lease dated January, 2000 for commercial office
                              space in Broken Arrow, Oklahoma. (Incorporated by
                              reference to the Company's Form 10-KSB for the
                              period ended March 31, 2000, which was filed on
                              July 14, 2000.)

                                      -19-

<PAGE>


         10.25                Stock Purchase Agreement by and between Heartsoft,
                              Inc. and Hi-Tel Group, Inc. dated March 1, 2000
                              with Certificate of Designation of the Series A
                              Convertible Preferred Stock attached as Exhibit A
                              and Common Share Purchase Warrant between
                              Heartsoft, Inc. attached as Exhibit B.
                              (Incorporated by reference to the Company's Form
                              10-KSB for the period ended March 31, 2000, which
                              was filed on July 14, 2000.)

         10.26                Web Service Agreement by and between Heartsoft,
                              Inc. and Gaggle, Inc. dated June 9, 2000.
                              (Incorporated by reference to the Company's Form
                              10-KSB for the period ended March 31, 2000, which
                              was filed on July 14, 2000.)

         10.27                Amendment to Stock Purchase Agreement by and
                              between Heartsoft, Inc. and Hi-Tel Group, Inc.
                              dated September 27, 2000. (Incorporated by
                              reference to the Company's Form 10-KSB for the
                              transition period ended June 30, 2000, which was
                              filed on September 28, 2000.)

         10.28                Amendment to Heartsoft, Inc. Common Share Purchase
                              Warrant by and between Heartsoft, inc. and Hi-Tel
                              Group, Inc. dated September 27, 2000.
                              (Incorporated by reference to the Company's Form
                              10-KSB for the transition period ended June 30,
                              2000, which was filed on September 28, 2000.)

         10.29                Original Equipment Manufacturing (OEM) Licensing
                              Agreement by and between Heartsoft, Inc. and
                              International Academy of Science dated April 28,
                              2000.

         10.30                Co-Branding License Agreement by and between
                              Heartsoft, Inc. and Merriam-Webster, Incorporated
                              dated August 14, 2000.

         10.31                Promissory Note dated August 18, 2000 between
                              Heartsoft, Inc. and Hi-Tel Group, Inc.

         10.32                Equipment Lease with Auto & Equipment Leasing by
                              Flex, Inc. dated July 31, 2000.

         10.33                Trademark License Agreement by and between
                              Heartsoft, Inc. and Ask Jeeves dated September 8,
                              2000.

         10.34                Letter Agreement granting Benjamin Shell, CEO of
                              Heartsoft, Inc., a non-exclusive license to use
                              the Yahooligans logo dated September 19, 2000.

                                      -20-

<PAGE>

         10.35                Engagement Agreement by and between Heartsoft,
                              Inc. and Dana Swift dated October 6, 2000.

         10.36                Amendment to Promissory Note between Heartsoft,
                              Inc. and Hi-Tel Group, Inc. dated November 8,
                              2000.

         10.37                Promissory Note dated November 9, 2000 between
                              Heartsoft, Inc. and Alan W. Carlton Revocable
                              Living Trust.

         10.38                Letter Agreement dated November 9, 2000 between
                              Heartsoft, Inc. and Alan W. Carlton Revocable
                              Living Trust.

         10.39                Promissory Note dated November 9, 2000 between
                              Heartsoft, Inc. and June Limited Partnership.

         10.40                Letter Agreement dated November 9, 2000 between
                              Heartsoft, Inc. and June Limited Partnership.

         10.41                Joint Security Agreement dated November 9, 2000
                              between Heartsoft, Inc., Benjamin Shell, Alan W.
                              Carlton Revocable Living Trust and June Limited
                              Partnership.

         21.1                 Subsidiaries of Heartsoft. (Incorporated by
                              reference to the Company's Form 10-KSB/A for the
                              period ended March 1, 1999, which was filed on
                              January 22, 2000.)

         27.1                 Financial Data Schedule.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                  HEARTSOFT, INC.
                                    --------------------------------------------
                                                   (Registrant)

Date:    11/13/00                   /s/ Benjamin P. Shell
      ---------------------         --------------------------------------------
                                    Benjamin  P.  Shell
                                    Chairman of the Board, President, and Chief
                                    Executive Officer
                                    (Principal Executive Officer)

Date:    11/13/00                   /s/ Rodger Graham
      ---------------------         --------------------------------------------
                                    Rodger Graham, Chief Financial Officer
                                    (Principal Financial Officer)

                                      -21-