CURRENT REPORT FOR ISSUERS SUBJECT TO THE

1934 ACT REPORTING REQUIREMENTS

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

CURRENT REPORT

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

~~September 30~~May 15, ~~2011~~2012

Date of Report

(Date of Earliest Event Reported)

PHOENIX MEDICAL SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands	333-142979	Not applicable
(State or other jurisdiction)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.

604 Creekview

Ovilla, Texas 75154

(Address of principal executive offices (zip code))

(800) 843-8179

(Registrant’s telephone number, including area code)

~~Indicate by~~Check ~~check~~the ~~mark~~appropriate ~~whether~~box ~~the~~below ~~Registrant~~if ~~(1)~~the ~~has~~Form ~~filed~~8-K ~~all~~filing ~~reports~~is ~~required~~ intended to besimultaneously ~~filed~~satisfy bythe ~~Sections~~filing 13obligation ~~or 15(d)~~ of the ~~Securities Exchange~~registrant ~~Act~~under any of ~~1934 during~~ the ~~preceding~~following 12provisions ~~months~~ (orsee ~~for~~General ~~such shorter period that the Registrant was required to file such~~Instruction ~~reports), and (~~A.2~~) has been subject to such filing requirements for the past 90 days~~. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (117 CFR 230.425) ~~Yes [X]~~☐ NoSoliciting [material ]pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) ~~Yes~~under ~~[X]~~the NoExchange [Act ](17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)~~8.01 ~~Yes~~Other ~~|_| No |X|~~Events

~~Indicate by~~Explanatory ~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|~~Note

~~ITEM~~On April 13, 2012 Phoenix Medical Software, 2Inc.01 ~~COMPLETION~~(“Phoenix”) OFfiled ~~ACQUISITION~~a ORForm ~~DISPOSITION~~20-F, OFthe ~~ASSETS~~Annual and Transition Report of a Foreign Private Issuer, for the year ended December 31, 2011.

~~On September 30, 2011, due to continuing losses and continuing related expenses, the Registrant sold our wholly owned subsidiary~~ Phoenix ~~Ortho, LLC~~is todomiciled ain ~~related party of~~ the ~~President.~~Cayman ~~A majority of shareholders other than the President approved the sale.The terms of the~~Islands ~~sale~~and ~~included~~as ~~taking~~such files a ~~Note~~Form in20-F ~~the~~and ~~amount~~as ofit ~~$225,000~~has ~~carrying~~no aoperations ~~four~~ and aminimal ~~half~~expenses ~~percent~~it ~~(4.5%)~~has ~~interest~~elected ~~rate.~~not ~~The~~to ~~buyer~~voluntarily ~~also assumed~~file ~~liabilities of the Company of $69,098. The Note is interest only for one year and paid after that time on a five year~~quarterly ~~amortization~~reports. ~~Before any audit adjustments, the Company recorded a loss of approximately $4,700.~~

The above transaction left the Company with no operations.

ITEM 8.01. OTHER EVENTS.

In response to the Securities and Exchange Commission's Release No. 33-8587, the Registrant has elected to mark "yes," on all future filings, as to whether the Registrant is a shell company. The Registrant's election is based solely on the Securities and Exchange Commission's definition of a shell company, as defined in Rule 12b-2 of the Exchange Act. The Securities and Exchange Commission defines a "shell company" as a registrant with no or nominal operations and either no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets.

The Registrant has not generated consistent positive cash flow from operations. These factors raise substantial doubt the Registrant's ability to continue as a going concern. However, the Registrant's plan of operations is to search for a viable candidate for merger or acquisition.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Phoenix Medical Software, Inc.

By: /s/ P. Morgan McCune

P Morgan McCune

Chief Executive Officer

Dated: ~~October 10~~May 15, ~~2011~~2012

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