U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________________________________
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2001
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to _________
Commission File Number 0-31453
_________________________________________________
BILOGIC, INC.
(Exact name of small business issuer as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 23-3048627 (IRS Employer Identification No.) |
3 Broad Street, Suite 300
Charleston, South Carolina 29401
(Address of Principal Executive Offices)
(843) 534-1330
(Issuer's telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ___; No X
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 11,000,000 shares of its Common Stock, $0.001 par value, as of August 31, 2001.
BILOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
FORM 10-QSB TABLE OF CONTENTS
Page No. | |||
PART I. FINANCIAL INFORMATION | 3 | ||
Item 1. Financial Statements (Unaudited) | 3 | ||
Balance Sheets as of June 30, 2001 and December 31, 2000 | 3 | ||
Statements of Operations for the Three Months Ended June 30, 2001 and 2000 | 5 | ||
Statements of Operations for the Six Months Ended June 30, 2001 and 2000 | 6 | ||
Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2000 | 7 | ||
Notes to Financial Statements for the Period Ended June 30, 2001 | 8 | ||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation | 9 | ||
PART II. OTHER INFORMATION | 10 | ||
Item 1. Legal Proceedings | 10 | ||
Item 2. Changes in Securities | 10 | ||
Item 3. Defaults on Senior Securities | 10 | ||
Item 4. Submission of Matters to a Vote of Security Holders | 10 | ||
Item 5. Other Information | 10 | ||
Item 6. Exhibits and Reports on Form 8-K | 11 | ||
Signatures | 11 | ||
This Form 10-QSB has not been reviewed by the Company's independent auditors.
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
BILOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 2001 | December 31, 2000 | |
ASSETS | ||
Current Assets | $ 0 | $ 0 |
Total Current Assets | $ 0 | $ 0 |
Other Assets | 0 | 0 |
Total Fixed Assets | 0 | 0 |
TOTAL ASSETS | $ 0 | $ 0 |
The accompanying notes are an integral part of these financial statements.
BILOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED BALANCE SHEETS
June 30, 2001 | December 31, 2000 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current Liabilities | ||
Accounts Payable | $ 9,135 | $ 0 |
Total Current Liabilities | _ 9,135 | 0 |
Equity | ||
Preferred Stock, $0.0001 par value; | ||
20,000,000 shares authorized zero | ||
Shares issued and outstanding | 0 | 0 |
Common Stock, $0.0001 par value; | ||
100,000,000 shares authorized; | ||
11,000,000 shares issued and outstanding | 1,100 | 0 |
Additional paid-in capital | 19,400 | 0 |
Accumulated deficit during | ||
development stage | (29,635) | 0 |
Total Stockholders' Equity | (9,135) | 0 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 0 | $ 0 |
The accompanying notes are an integral part of these financial statements.
BILOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2001 and June 30, 2000
2001 | 2000 | |
INCOME | $ 0 | $ 0 |
EXPENSES | ||
Legal Fees | 7,135 | 0 |
Total Expenses | 7,135 | 0 |
Other Income (Expense) | ||
Interest Expense | ||
Net Loss | $ (7,135) | $ 0 |
Net Loss per Common Share | Nil | 0 |
Weighted Average Number of Common | ||
Shares Outstanding | 11,000,000 | 0 |
The accompanying notes are an integral part of these financial statements
BILOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2001 and June 30, 2000
2001 | 2000 | |
INCOME | $ 0 | $ 0 |
EXPENSES | ||
Consulting Fees | 20,000 | 0 |
Legal Fees | 9,135 | 0 |
Total Expenses | 29,135 | 0 |
Net Loss | $ (29,135) | $ 0 |
Net Loss per Common Share | Nil | 0 |
Weighted Average Number of Common | ||
Shares Outstanding | 9,044,199 | 0 |
BILOGIC, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2001 and June 30, 2000
2001 | 2000 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (29,135) | $ 0 |
Adjustments | 0 | 0 |
Accounts Payable | 9,135 | 0 |
Net Cash Provided by Operating Activities | (20,000) | 0 |
INVESTING ACTIVITIES | ||
Net cash received from acquisition of | ||
Bilogic, Inc. | (20,000) | 0 |
Net Cash Received by Investing Activities | (20,000) | 0 |
FINANCING ACTIVITIES | 0 | 0 |
Net Cash Provided by Financing Activities | 0 | 0 |
NET CASH INCREASE FOR PERIOD | $ 0 | $ 0 |
CASH, BEGINNING OF PERIOD | $ 0 | $ 0 |
CASH, END OF PERIOD | $ 0 | $ 0 |
The accompanying notes are an integral part of these financial statements.
BILOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Period Ended June 30, 2001 (Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Bilogic, Inc., f/k/a Discovery Capital Funding Corp. (the "Company") was incorporated in the State of Delaware on June 2, 2000 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination with a domestic or foreign private business. On March 1, 2001, the Company acquired all of the common stock of Bilogic, Inc., a Delaware corporation, in consideration for 9,000,000 shares of common stock. On April 10, 2001, Bilogic, Inc. was merged with and into the Company, and the Company changed its name to Bilogic, Inc. Following the acquisition of Bilogic, the Company's business is the development of an internet-based application to reduce administrative inefficiencies in medical patient records and billing. The Company's ability to commence operations is contingent upon its ability to raise the capital.
In the event the Company is unable to enter the medical patient records and billing business due to a lack of capital, the Company intends to enter the business of brokering offshore call center operations.
B. Use of Estimates
The preparation of the 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of reporting the statement of cash flows, cash and cash equivalents include highly liquid investments with maturities of three months or less at the time of purchase.
D. Income Taxes
The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the fact that the Company did not have any material operations for the period from June 2, 2000 (inception) through June 30, 2001.
BILOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Period Ended June 30, 2001 (Unaudited)
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. The Company did not issue any shares of its preferred stock as of June 30, 2001.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at $0.0001 par value. On June 2, 2000, the Company issued 5,000,000 shares of its common stock to DotCom Internet Ventures Ltd. for an aggregate of $500 in services. On March 1, 2001, DotCom Internet Ventures, Ltd. returned 3,000,000 shares of common stock for cancellation, and the Company issued 9,000,000 shares of common stock for the acquisition of Bilogic, Inc., a Delaware corporation.
C. Warrant and Options
There are no warrants or options outstanding to issue any additional shares of common stock.
NOTE 3 - ACQUISITION OF BILOGIC, INC.
On March 1, 2001, the Company acquired 9,000,000 shares of Bilogic, Inc. ("Bilogic") by the issuance of 9,000,000 shares of its common stock to the sole shareholder thereof. Simultaneously, DotCom Internet Ventures Ltd. returned 3,000,000 shares of common stock to the Company for cancellation. At the time of the Company's acquisition of Bilogic, its sole assets consisting of $20,000 cash. Immediately following the acquisition, the Company paid that cash to William Tay for consulting services to be rendered by him in connection with the transition in ownership and management of the Company. Bilogic's business is the development of an internet-based application to reduce administrative inefficiencies in medical patient records and billing.
NOTE 4 - MERGER OF BILOGIC, INC. INTO COMPANY AND NAME CHANGE
On April 10, 2001, the Company filed a Certificate of Resolution and Merger to merge its wholly-owned subsidiary, Bilogic, Inc., with and into the Company. At the same time, the Company amended its Certificate of Incorporation to change its name to Bilogic, Inc.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Results of Operations for the Three Months ended June 30, 2001
During the three months ended June 30, 2001, the Company had no revenues and incurred a net loss of $(29,135). The net loss was attributable to consulting fees of $20,000 paid to a former principal of the Company for services to be rendered in connection with the transition in ownership and management of the Company, and $9,135 in legal expenses incurred by the Company in connection with the Company's acquisition of BiLogic, Inc. on March 1, 2001, and the Company's efforts to generate capital to fund its business plan.
Following the acquisition of BiLogic, Inc. the Company's business is the development of an internet-based application to reduce administrative inefficiencies in medical patient records and billing. The Company's ability to commence operations is contingent upon its ability to raise capital to fund its business plan.
Current management of the Company has spent considerable personal time and resources, both before and since the Company's acquisition of BiLogic, Inc. on March 1, 2001, in identifying the niche markets for the company, conducting research to justify the market niche and developing the business plan found in this Offering. No expenses for such time or resources were charged and/or accrued to the Company for these efforts.
Liquidity and Capital Resources
The Company does not have any current assets, and accounts payable of $9,135. The Company is currently in the process of raising capital to fund its business plan. In the event the Company is not successful in raising such capital, it will never commence active operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
On May 2, 2001, Bilogic, Inc. (the "Company" or "Bilogic") the Registrant commenced a private offering of up to 3,500,000 shares of its common stock at $1.00 per share (the "Offering"). The Offering is being conducted pursuant to Rule 505 of Regulation D, promulgated under the Securities Act of 1933. The Company plans to offer the shares through its officers and directors. However, the Company may retain one or more broker/dealers to sell shares in the Offering, and will pay any such participating broker/dealers a commission of 10%. At this time, the Company has not retained any broker/dealers. There is no minimum amount that must be sold, and the proceeds of the Offering will be used as they are raised. All
shares sold in the Offering will be restricted securities and will bear a restrictive legend in accordance with Rules 144 and 502(d); however, the Company has agreed as part of the Offering to file, within 30 days of the completion of the Offering, a registration statement under the Securities Act of 1933 to permit the resale of any shares sold in the Offering. To date, the Company has not raised any funds in the offering, and doubts that it will be able to raise any funds unless the terms of the offering are revised.
The Company is a development stage company that was formed to develop and market a patient medical records system as an application service provider.
Item 6. Exhibits and Reports on Form 8-K.
Not Applicable.
(b) Reports on Form 8-K.
In a Form 8-K dated April 17, 2001, the Company reported a change in auditors in Item 4 and a merger and name change in Item 5. A copy of the Certificate of Ownership and Merger was attached as Exhibit 2 and a letter from Stan H. Lee and Co. CPAs was attached as Exhibit 16.
SIGNATURE
Pursuant to 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.
BILOGIC, INC.
Date: September 7, 2001 /s/ Dr. Satish Shah
By: Dr. Satish Shah
Its: Chairman of the Board and Chief
Executive Officer
