UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




FORM
20-F/A




(Mark One)



| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



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

For the fiscal year ended December 31, 2012

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



|x | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell
company report                         .



For the transition period from                     
to



Commission File Number 333-142979



PHOENIX MEDICAL SOFTWARE, INC.

(Exact name of small business issuer as specified
in its charter)



Cayman Islands Not Applicable .

(State or other jurisdiction of incorporation
or organization) (IRS Employer Identification No.)



604 Creekview, Ovilla, Texas 75154

(Address of principal executive offices)



(800) 843-8179

(Issuer's telephone number)



N/A

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















Indicate by a check mark if the registrant is a well-known seasoned
issuer, as defined by Rule 405 of the Securities Act. Yes [ ] No [X]



Indicate by a check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes [ ] No [X]



Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]



Indicate by check mark whether the registrant (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
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:.
 Yes [ X ]   No [   ].



Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions
of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):





|Large accelerated filer o                                             |  | Accelerated filer o        
|--------------------------------------------------------------------- |  | ---------------------------
|Non-accelerated filer o (do not check if a smaller reporting company) |  | Smaller reporting company x





Indicate by a check mark whether the company is a shell company
(as defined by Rule 12b-2 of the Exchange Act: Yes [X] No [ ].



As of June 17, 2013, there were 9,663,667 shares of Common Stock
of the issuer outstanding.





2







EXPLANATORY NOTE



This Amendment on Form 20-F/A (this
“Amendment”) amends Phoenix Medical Software, Inc.’s (the “Registrant”) Annual Report on Form 20-F for
the fiscal year ended December 31, 2012, which the Registrant previously filed with the Securities and Exchange Commission on April
30, 2013 (the “Original Filing”).



This Form 20-F/A amends ITEM 12,
Security Ownership of Management and Beneficial Owners and ITEM 13, Certain Relationships and Related Party Transactions.



The Registrant is filing this Amendment because
management was made aware of a deficiency contained within the Original Filing, namely the filing did not fully disclose Beneficial
Owners that may have a control relationship or perceived control relationship with the Registrant, nor did the filing disclose
related transactions with the Beneficial Owners.



The Registrant has re-submitted certifications:

- ITEM 12 SECURITY OWNERSHIP OF MANANGEMENT AND
BENEFICIAL OWNERS
- ITEM 13 CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTION



Except as set forth above, the Original Filing
has not been amended, updated or otherwise modified.



The company acknowledges that:

- The Company is responsible for the adequacy and accuracy of the disclosure in the
filings;
- Staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings: and
- The Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States















3







ITEM 12.	SECURITY OWNERSHIP
OF MANANGEMENT AND BENEFICIAL OWNERS



As of December 31, 2012 the following persons
are known to the Company to own 5% or more of the Company's Voting Stock:



|Title / Relationship to Issuer                                         | Name of Beneficial Owner | Number of
        Shares Owned | Percent of Total
|---------------------------------------------------------------------- | ------------------------ | ------------------------------ | ----------------
|Chief Executive Officer, Chief Financial Officer,
        and Director | P Morgan McCune          | 8,666,667                      | 89.65%          
|                                                                       |                          |                                |                 





ITEM 13.	CERTAIN RELATIONSHIPS
AND RELATED PARTY TRANSACTION



Yorkdale Capital, LLC advises and assists the
President with many aspects related to the regulatory filings including assistance with the consolidation of financial statements
for audit. Yorkdale Capital, LLC or its principals are shareholders and invoices the Company reasonable fees for professional services.
Yorkdale Capital, LLC or its principals advanced funds to pay ongoing expenses of the Company and the Company owed them $24,218
and $14,712 for the twelve months ended December 31, 2012 and 2011, respectively, and released the Company from $69,068 of additional
advances on September 30, 2011. In November 2011, a company owned by Charles Smith received shares valued at $22,500 as compensation
for services, such shares are included in the amounts reported in the table below.



As of December 31, 2012 the Consultants are known to the Company
to own or control the following Voting Stock of the Company:



|Title / Relationship to Issuer     | Name of Beneficial Owner | Number of
        Shares Owned | Percent of Total
|---------------------------------- | ------------------------ | ------------------------------ | ----------------
|Consultant – Yorkdale Capital, LLC | Charles Smith            | 276,668                        | 2.86%           
|                                   |                          |                                |                 
|Consultant – Yorkdale Capital, LLC | Mark Smith               | 340,000*                       | 3.52%           
|                                   |                          |                                |                 





* 6,667 of these shares were purchased in the initial public offering
of the Company





4









SIGNATURES



In accordance with the requirements 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.



PHOENIX MEDICAL SOFTWARE, INC.



By /s/ P Morgan McCune



P Morgan McCune, President, CFO



Date: June 19, 2013







5