UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (X) QUARTELY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 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: 000-28033 Fuzzy Logic Software Corporation -------------------------------- (Exact name of registrant as specified in its charter) Delaware 33-0880355 - -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 505 Burrard Street, Suite 680, Vancouver, British Columbia, Canada V7X 1M4 - -------------------------------------------------------------------- ----------- (Address of principal executive offices) (Zip Code) (604) 688-5180 -------------- (Registrant's Telephone Number, Including Area Code) 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 practical date. As of November 13, 2001, there were 6,975,456 shares of the issuer's $.0001 par value common stock issued and outstanding. 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements - ----------------------------- Fuzzy Logic Software Corporation (A Development Stage Company) Financial Statements (Unaudited) As of September 30, 2001 and For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For The Period from August 25, 1997 (Inception) to September 30, 2 2 Fuzzy Logic Software Corporation (A Development Stage Company) Index to the Financial Statements (Unaudited) For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For The Period from August 25, 1997 (Inception) to September 30, 2001 - ------------------------------------------------------------------------------- Financial Statements of Fuzzy Logic Software Corporation: Balance Sheet, September 30, 2001 (Unaudited)..........................4 Statements of Operations (Unaudited) for the each of the three-month periods ended September 30, 2001 and 2000 and for the period from August 25, 1997 (inception) to September 30, 2001................................................5 Statements of Shareholders' Deficit (Unaudited) for the three-month period ended September 30, 2001 and for the period from August 25, 1997 (inception) to September 30, 2001.................................6 Statements of Cash Flows (Unaudited) for the each of the three-month periods ended September 30, 2001 and 2000 and for the period from August 25, 1997 (inception) to September 30, 2001...........................7-8 Notes to Financial Statements (Unaudited).................................9-12 3 Fuzzy Logic Software Corporation (A Development Stage Company) Balance Sheet (Unaudited) As of September 30, 2001 - ------------------------------------------------------------------------------- ASSETS Current assets: Cash $ 2,773 Notes receivable, net of allowance for uncollectible notes of $107,625 - ------------------ Total assets $ 2,773 ================== LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accrued liabilities $ 10,000 Due to related party 234,367 ------------------ Total liabilities 244,367 ------------------ Shareholders' deficit: Preferred stock, $.0001 par value; 5,000,000 shares authorized, none issued and outstanding - Common stock, $.0001 par value; 30,000,000 shares authorized; 6,975,456 shares issued and outstanding. 698 Additional paid-in-capital 457,467 Deficit accumulated during the development stage (699,759) ------------------ Total shareholders' deficit (241,594) ------------------ Total liabilities and shareholders' deficit $ 2,773 ================== 4 Fuzzy Logic Software Corporation (A Development Stage Company) Statement of Operations (Unaudited) For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For the Period from August 25, 1997 (inception) to September 30, 2001 - ------------------------------------------------------------------------------- For the For the For the Period from Three-Month Three-Month August 25, 1997 Period Ended Period Ended (Inception) to September 30, 2001 September 30, 2000 September 30, 2001 ----------------------- ---------------------- ----------------------- Revenues - - - Cost of revenues - - - ----------------------- ---------------------- ----------------------- Gross profit - - - ----------------------- ---------------------- ----------------------- Consulting fees $ 25,000 $ 25,000 $ 455,860 Organizational costs - - 5,000 Legal and accounting 2,500 - 101,857 Settlement expense - - 10,000 Provision for uncollectible notes receivable (7,500) - 107,625 Loss on investment - - 175 General and administrative 1,584 18 30,224 ----------------------- ---------------------- ----------------------- Total operating expense 21,584 25,018 710,741 ----------------------- ---------------------- ----------------------- 21,584 25,018 710,741 Interest income - - (10,982) ----------------------- ---------------------- ----------------------- Net loss $ 21,584 $ 25,018 $ 699,759 ======================= ====================== ======================= Loss per common share - basic and diluted $ 0.003 $ 0.010 $ 0.100 ======================= ====================== ======================= The accompanying notes are an integral part of the financial statements. 5 Fuzzy Logic Software Corporation (A Development Stage Company) Statements of Shareholders' Deficit (Unaudited) For the Three-Month Period Ended September 30, 2001 and For the Period from August 25, 1997 (inception) to September 30, 2001 - -------------------------------------------------------------------------------- Price Additional Preferred Preferred Common Per Common Paid in Accumulated Shares Stock Shares Share Stock Capital (Deficit) Total ---------- --------- ------------ -------- --------- ------------- ------------------ ----------- Formation of corporation, August 25, 1997 - - - - - - - Common shares issued to the founders of the Company - - 5,075,456 $ 508 $ 4,667 - $ 5,175 Repurchase and retirement of common stock - - (1,000,000) (100) (900) - (1,000) Net loss - - - - - $ (111,636) (111,636) ---------- --------- ------------ --------- ------------- ------------------ ----------- Balance, June 30, 1998 - - 4,075,456 408 3,767 (111,636) (107,461) Net loss - - - - - (105,783) (105,783) ---------- --------- ------------ --------- ------------- ------------------ ----------- Balance, June 30, 1999 - - 4,075,456 408 3,767 (217,419) (213,244) Common shares issued in a private placement offering, net of offering costs - - 500,000 $ 0.50 50 213,940 - 213,990 Net loss - - - - - (192,441) (192,441) ---------- --------- ------------ --------- ------------- ------------------ ----------- Balance, June 30, 2000 - - 4,575,456 458 217,707 (409,860) (191,695) Common shares issued in a private placement - - 2,400,000 $ 0.10 240 239,760 - 240,000 Net loss - - - - - (268,315) (268,315) ---------- --------- ------------ --------- ------------- ------------------ ----------- Balance, June 30, 2001 - - 6,975,456 698 457,467 (678,175) (220,010) Net loss - - - - - (21,584) (21,584) ---------- --------- ------------ --------- ------------- ------------------ ----------- Balance, September 30, 2001 (unaudited) - - 6,975,456 $ 698 $ 457,467 $ (699,759) $(241,594) ========== ========= ============ ========= ============= ================== =========== The accompanying notes are an integral part of the financial statements. 6 Fuzzy Logic Software Corporation (A Development Company) Statements of Cashflows (Unaudited) For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For the Period from August 25, 1997 (inception) to September 30, 2001 - ------------------------------------------------------------------------------- For the For the For the Period from Three-Month Three-Month August 25, 1997 Period Ended Period Ended (Inception) to September 30, 2001 September 30, 2000 September 30, 2001 ------------------ ------------------- --------------------- Net loss $ (21,584) $ (25,018) $ (699,759) Adjustment to reconcile net loss to net cash used in operating activities: Shares issued to founders of the Company - - 5,175 Shares repurchased - - (1,000) Provision for uncollectible notes receivable (7,500) 107,625 Decrease (increase) in assets: Accrued interest - (7,268) Increase (decrease) in liabilities: Accrued liabilities (6,368) (2,750) 10,000 Due to related party (5,000) 25,000 234,367 ----------------- ------------------- --------------------- Cash used in operating activities (40,452) (2,768) (350,860) ----------------- ------------------- --------------------- Cash flows used in investing activities Increase in notes receivable 7,500 - (117,502) Payments of notes receivable 17,145 ----------------- ------------------- --------------------- Cash used in investing activities 7,500 - (100,357) ----------------- ------------------- --------------------- Cash flows provided by financing activities Proceeds from the issuance of common stock 453,990 ----------------- ------------------- --------------------- Cash provided by financing activities - - 453,990 ----------------- ------------------- --------------------- Net increase in cash (32,952) (2,768) 2,773 Cash at beginning of period 35,725 3,912 - ----------------- ------------------- --------------------- Cash at end of period $ 2,773 $ 1,144 $ 2,773 ================= =================== ===================== The accompanying notes are an integral part of the financial statements. 7 Fuzzy Logic Software Corporation (A Development Company) Statements of Cashflow (Unaudited) For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For the Period from August 25, 1997 (inception) to September 30, 2001 - ------------------------------------------------------------------------------- Supplemental Disclosure of Cash flow Information For the For the For the Period from Three-Month Three-Month August 25, 1997 Period Ended Period Ended (Inception) to September 30, 2001 September 30, 2000 September 30, 2001 ------------------- ----------------------- ----------------------- Interest paid - - - Income taxes paid - - - Supplemental Schedule of Non-Cash Financing Activities Retirement of shares - - $ 1,000 Increase in payable - - $ (1,000) Organizational expenses - - $ 5,175 Issuance of founders shares - - $ (5,175) The accompanying notes are an integral part of the financial statements. 8 Fuzzy Logic Software Corporation (A Development Stage Company) Notes to the Financial Statements (Unaudited) For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For The Period from August 25, 1997 (Inception) to September 30, 2001 - ------------------------------------------------------------------------------- 1. Basis of Presentation --------------------- In the opinion of the management of Fuzzy Logic Software Corporation (a development stage company) (the "Company"), the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2001 and the results of operations for the three-month periods ended September 30, 2001 and 2000 and for the period from August 25, 1997 (inception) to September 30, 2001, the statements of shareholders' deficit for the three-month period ended September 30, 2001 and for the period from August 25, 1997 (inception) to September 30, 2001, and the statements of cash flows for the three-month periods ended September 30, 2001 and 2000 and for the period from August 25, 1997 (inception) to September 30, 2001. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted principles have been condensed or omitted pursuant to the rules and regulations promulgated by the Securities and Exchange Commission. The statements should be read in conjunction with the financial statements and footnotes for the year ended June 30, 2001, included in the Company's Form 10KSB. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. 2. Development Stage Operations ---------------------------- The Company was incorporated in the state of Delaware on August 25, 1997. It has no operating history, no revenues, no products nor technology. The Company's initial business plan anticipated the development of computer hardware and software. As such, the Company is subject to the risks and uncertainties associated with a new business. The Company has historically relied on advances from Cascade, Inc., a related party (Note 4) and sales of the Company's equity securities to meet its cash flow requirements. However, in the event Cascade, Inc. should be unable to continue to satisfy the cash flow requirements or not be able to sell adequate amounts of equity securities, the Company's ability to continue as a going concern could be adversely affected. The success of the Company's future operation is dependent upon the Company's ability to successfully develop and market its yet unidentified products, obtain the additional capital necessary to implement operations and achieve profitability and/or merge with a profitable operating entity with greater resources. There can be no assurance that any of these potential alternatives will materialize. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In this connection, during fiscal year ended June 30, 2000, the Company entered into a letter of intent to acquire all of the issued and outstanding shares of The Anvil Group, Inc. However, in September 2000, the transaction was terminated due to the inability to obtain financing. 9 Fuzzy Logic Software Corporation (A Development Stage Company) Notes to the Financial Statements (Unaudited) For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For The Period from August 25, 1997 (Inception) to September 30, 2001 - ------------------------------------------------------------------------------- 2. Development Stage Operations, Continued --------------------------------------- In December 2000, the Company executed a letter of intent to merge with Free Trade Medical Network, Inc. ("FTMN"). The merger was subject to certain conditions and completion of due diligence by each company and execution of the formal merger agreement documentation. On August 31, 2001, the Company terminated the letter of intent and share purchase agreement entered into with FTMN. 3. Notes Receivable ---------------- In April 2000, the Company entered into a letter of intent to acquire all of the issued and outstanding shares of common stock of The Anvil Group, Inc., a company that provides physical and online, web-based corporate security solutions. In anticipation of the transaction, the Company advanced $68,650 to The Anvil Group, Inc. and Anthony Humble, and $36,024 to Anthony Humble, individually, under promissory notes dated June 27, 2000. The note with Anthony Humble, individually, is denominated in Canadian dollars. The notes are not collateralized and bear interest at 10% per annum with principal and interest due December 24, 2000. In September 2000, the Company and The Anvil Group, Inc. terminated the planned transaction because the financing desired for the combined companies after consummation of the transaction could not be obtained. In connection with the anticipated merger with FTMN (Note 1) the Company loaned FTMN and its principals $12,827 under a promissory note dated February 6, 2001. The note is denominated in Canadian dollars, is not collateralized, and bears interest at 10% per annum. The unpaid principal and accrued interest was due April 25, 2001 and is now past due. The amount due under the notes denominated in Canadian dollars has been translated into U.S. dollars using the exchange rate in effect at the balance sheet date. Translation gain or loss arising from exchange rate fluctuations is included in operations. While the Company believes The Anvil Group, Inc. and Anthony Humble have the financial capability to satisfy these note obligations, the notes are past due and two payments of principal and interest amounting to $20,833 has been received on only one of the notes. The Company is unsure if additional payments will be received or, if received, the amount. In addition, the note receivable from FTMN is also past due. Accordingly, the Company has recorded an allowance for uncollectible notes of $115,125 representing the principal and accrued interest on these notes. During the quarter ended September 31, 2001, the Company received a note payment of $7,500 and accordingly reduced the allowance for uncollectible notes receivable by a corresponding amount. 10 Fuzzy Logic Software Corporation (A Development Stage Company) Notes to the Financial Statements (Unaudited) For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For The Period from August 25, 1997 (Inception) to September 30, 2001 - ------------------------------------------------------------------------------- 4. Related Party Transactions -------------------------- The Company has an investor relations agreement (the "agreement") with Cascade, Inc., a former major shareholder of the Company. Cascade, Inc. is a related party as some of its principals are shareholders of the Company and exercise control over the Company's activities. Under the terms of the agreement, Cascade, Inc. receives an annual management fee of $100,000 plus amounts for additional consulting services and reimbursement of Company expenses paid by Cascade. In this connection, the Company paid Cascade, Inc. approximately $30,000, $0, and $294,664, for the each of the three-month periods ended September 30, 2001 and 2000 and for the period from August 25, 1997 (inception) to September 30, 2001, respectively. At September 30, 2001, the Company owed Cascade, Inc. $234,367. 5. Income Taxes ------------ Reconciliation of the effective tax rate used in provision for income taxes to the U.S. statutory rate is as follows: For the For the For the Period from Three-Month Three-Month August 25, 1997 Period Ended Period Ended (Inception) to September 30, 2001 September 30, 2000 September 30, 2001 ------------------ ------------------ ------------------ Tax expense at U.S. statutory rate (34.0)% (34.0)% (34.0)% Change in the valuation allowance 34.0 34.0 34.0 ------------------ ------------------ ------------------ Effective income tax rate - - - ================== ================== ================== The Company, based upon its history of losses and management's assessment of when operations are anticipated to generate taxable income, has concluded that it is more likely than not that none of the net deferred income tax assets will be realized through future taxable earnings and has established a valuation allowance for them. 6. Loss Per Common Share --------------------- Basic and diluted loss per common share has been computed by dividing the loss available to common shareholders by the weighted-average number of common share for the period. 11 Fuzzy Logic Software Corporation (A Development Stage Company) Notes to the Financial Statements (Unaudited) For Each of the Three-Month Periods Ended September 30, 2001 and 2000 and For The Period from August 25, 1997 (Inception) to September 30, 2001 - ------------------------------------------------------------------------------- 6. Loss Per Common Share, Continued -------------------------------- The computations of basic and diluted loss per common share for the three-month periods ended September 30, 2001 and 2000 and for the period from August 25, 1997 (inception) to September 30, 2001 are as follows: For the For the For the Period from Three-Month Three-Month August 25, 1997 Period Ended Period Ended (Inception) to September 30, 2001 September 30, 2000 September 30, 2001 ------------------ ------------------ ------------------ Basic loss per common share: Net loss $ 21,584 $ 25,018 $ 699,759 Weighted-average shares, basic and diluted 6,975,456 4,575,456 6,702,621 ------------------ ------------------ ------------------ Basic and diluted loss per common share $ 0.003 $ 0.010 $ 0.100 ================== ================== ================== 12 Item 2. Plan of Operation - -------------------------- This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "will", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Our Business. Fuzzy Logic Software Corporation, a Delaware corporation, was incorporated in the State of Delaware on or about August 25, 1997. Our executive offices are located at 505 Burrard Street, Suite 680, Vancouver, British Columbia, Canada. Our telephone number is 604.688.5180. We were originally incorporated for the purpose of developing software programs and manufacturing control boards and computer chips for "Fuzzy Logic" control applications. Fuzzy Logic is a computer modeling language that recognizes multi-valued states between zero and one, thereby allowing computers to represent or manipulate terms with greater complexity; and to exercise "human-like" judgment in the automation of sophisticated tasks. This system eliminates the on/off rigidity typical of computer control systems and results in more flexible and subtle process controls. On September 16, 1997, FZZ, Inc., a Colorado corporation ("FZZ") was merged into and with us. Prior to the merger, FZZ had not conducted any operations. In July 1999, our management changed and new management decided to establish an environmental remediation business. On January 16, 2001, we entered into a non-binding letter of intent pursuant to which we intended to acquire Free Trade Medical Network, Inc. Upon closing of the acquisition, we were to issue 23,000,000 shares of non-voting common stock for all of the outstanding shares of Free Trade Medical Network, Inc. The Letter of Intent further provided that those shares of non-voting common stock may be exchanged for voting shares of common stock if the following performance test was met: Free Trade Medical Network, Inc.'s operations shall, (i) provide confirmation that financing of at least $500,000 Canadian has been arranged for corporate use; and (ii) in the one-year period following the signing of formal documentation, generate positive earnings before taxes, determined in accordance with generally accepted Canadian accounting principles, for one complete financial quarter to be reflected in the form of an audited financial statement. The audited financial statement must further contain a note to the effect that there are written contracts in place sufficient to support projections of operational performance for a full year generating positive net income. The proposed merger was to be complete upon conversion of the nonvoting shares into voting shares. 13 Although we have entered into a letter of intent with Free Trade Medical Network, Inc., we terminated the letter of intent and a Share Purchase Agreement we entered into with Free Trade Medical Network, Inc. on August 31, 2001. Our failure to consummate the acquisition of Free Trade Medical Network, Inc., will significantly affect our financial performance. We will continue to seek other merger candidates. We believe that acquisitions and joint ventures will be necessary to obtain the proper expertise and complimentary services with firms able to provide services which will support our future operation. Results of Operations. As of September 30, 2001, we have not yet realized any revenue from operations. The Statement of Operations for the three-month period ending September 30, 2001 specifies a net loss of $21,584. Liquidity. We have been in the development stage since August 25, 1997 (inception). As of September 30, 2001, we had total assets of $2,773. We have uncollectible notes $107,625. Prior to a proposed transaction with The Anvil Group, Inc., we advanced $68,650 to The Anvil Group, Inc. and Anthony Humble and $36,024 to Anthony Humble, individually, pursuant to two (2) promissory notes, each dated June 27, 2000. The uncollateralized notes bear interest at ten percent (10%) and the principal and interest were due on December 24, 2000. As of September 30, 2001, we have received payments of $20,833, however, the notes are still in default. We believe that The Anvil Group, Inc. and Anthony Humble have the financial capability to repay those notes. We are unsure if additional payments will be received and cannot guaranty that those notes will be paid. In February 2001, we loaned $12,827 to Free Trade Medical Network, Inc. and two individuals, Douglas Hitchlock and Leon Lekhtman. The note bears interest at 10% per annum with principal and interest and was due April 26, 2001. The note is currently past due. We received a payment of $7,500 on this note during the period ended September 30, 2001. The note amount has been translated into U.S. dollars using the exchange rate in effect at the balance sheet date. The amount of the translation difference from the date of the note to the balance sheet date is immaterial. At September 30, 2001, we had total liabilities of $244,367, the majority of which is represented by $234,367 due to a related party, Cascade, Inc., which was one of our former major shareholders. At inception, we entered into a fee and cost reimbursement arrangement with this former major shareholder. In connection with this arrangement, a management fee of $100,000 is charged to us each year. We are not aware of any trends, demands, commitments or uncertainties that will result in our liquidity decreasing or increasing in a material way. We believe that from our current cash resources of approximately $2,773 as of September 30, 2001, we will be able to maintain our current operations. However, should these resources prove to be insufficient, we may be required to raise additional funds or arrange for additional financing over the next 12 months to adhere to our development schedule. We cannot guaranty that we will have access to additional cash in the future, or that funds will be available on acceptable terms to satisfy our cash requirements. Our Plan of Operation For Next 12 Months. On January 16, 2001, we entered into a non-binding Letter of Intent pursuant to which we intended to acquire Free Trade Medical Network, Inc. However, we failed to consummate the acquisition of Free Trade Medical Network, Inc., which will significantly affect our financial performance. We will continue to seek other merger candidates. We believe that acquisitions and joint ventures will be necessary to obtain the proper expertise and complimentary services with firms able to provide services which will support our future operation. We are not currently conducting any research and development activities. We do not anticipate conducting any other such activities in the next twelve months. We do not anticipate that we will purchase or sell any significant equipment in the next six to twelve months unless we generate significant revenues. We do not anticipate that we will hire any employees in the next six to twelve months, unless we generate significant revenues. We believe our future success depends in large part upon the continued service of our key personnel. 14 PART II -- OTHER INFORMATION Item 1. Legal Proceedings. - -------------------------- None. Item 2. Changes in Securities. - ----------------------------- None. Item 3. Defaults Upon Senior Securities. - ---------------------------------------- None. Item 4. Submission of Matters to Vote of Security Holders. - ----------------------------------------------------------- None. Item 5. Other Information. - --------------------------- None. Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------ None. 15 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Fuzzy Logic Software Corporation, a Delaware corporation November 14, 2001 By: /s/ Michael Lynch --------------------------------------- Michael Lynch, President, Director