SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2001
DISCOVERY CAPITAL FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-31453 23-3048627
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
3 Broad Street, Suite 300
Charleston, South Carolina 29401
(Address of principal executive offices) (Zip Code)
(843) 534-1330
(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition Or Disposition Of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
On April 9, 2001, the Registrant's board of directors voted to replace Stan
H. J. Lee & Co. CPAs ("Stan Lee"), its independent public accountant for
the year ended December 31, 2000. The dismissal occurred because the
Registrant's sole operations consist of the operations of Bilogic, Inc.,
which it acquired on March 1, 2001, and the board determined that it would
be in the best interests to continue the relationship with the auditing
firm with which Bilogic, Inc. had a prior relationship. Stan Lee's report
for the year ended December 31, 2000 does not contain an adverse opinion or
disclaimer of opinion, and was not modified as to uncertainty, audit scope,
or accounting principles. The decision to dismiss Stan Lee was approved by
the Company's board of directors (the Company does not have a separate
audit committee). There were no disagreements with Stan Lee on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the former
accountant's satisfaction, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report. The
Company has authorized Stan Lee to respond fully to the inquiries of the
successor accountant concerning its dismissal. Immediately thereafter the
Company engaged Tauber & Balser, PC as its independent public accountant.
Item 5. Other Events.
On April 10, 2001, the Registrant filed a Certificate of Ownership and
Merger with the State of Delaware to effect the merger of Bilogic, Inc., a
wholly-owned subsidiary of the Registrant, with and into the Registrant.
As permitted by Section 253(a) of the Delaware General Corporation Law, the
merger was effected by resolution of the board of directors of the
Registant without a shareholder vote. Furthermore, as permitted by Section
253(b) of the Delaware General Corporation Law, the Registrant amended its
Certificate of Incorporation to change its name to Bilogic, Inc., which was
the name of its former subsidiary.
Item 6. Resignations Of Directors And Executive Officers.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired: None Required.
(b) Pro Forma Financial Information: None required.
(c) Exhibits:
Exhibit No. Description
2 Certificate of Ownership and Merger
16 Letter from Stan H. Lee & Co. CPAs
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable.
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.
DISCOVERY CAPITAL FUNDING CORPORATION
Date: April 17, 2001 /s/ Dr. Satish Shah
By: Dr. Satish Shah
Its: Chairman of the Board and Chief
Executive Officer