U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 2005
o Commission file number: 1-13704
PROLOGIC MANAGEMENT SYSTEMS, INC.
(Name of small business issuer in its charter)
Arizona 86-0498857
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4633 E. Broadway Blvd., #110, Tucson, Arizona 85711
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (520) 955-4748
Securities registered under Section 12(g) of the Exchange Act:
Common Stock
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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____.
Number of shares of common stock outstanding on December 31, 2005 was 7,301,364.
Transitional Small Business Disclosure Format:
Yes _____; No ___X___
Prologic Management Systems, Inc.
Index
Page
----
Part I. FINANCIAL INFORMATION 3
Item 1. Condensed Financial Statements
Condensed Balance Sheets at December 31, 2005 (unaudited) and
March 31, 2005 3
Condensed Statements of Operations for the Three and Nine months
Ended December 31, 2005 (unaudited) and December 31, 2004
(unaudited) 4
Condensed Statements of Cash Flows for the Nine months Ended December
31, 2005 (unaudited) and December 31, 2004 (unaudited) 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition 8
Item 3. Controls and Procedures 12
Part II. OTHER INFORMATION 12
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote by Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Financial Statements
PROLOGIC MANAGEMENT SYSTEMS, INC.
CONDENSED BALANCE SHEETS
December 31, March 31,
2005 2005
-------------- --------------
ASSETS (unaudited)
Current assets:
Cash $ 62 $ 341
TOTAL ASSETS $ 62 $ 341
============== ==============
Current liabilities:
Due to Shareholders $ 65,125 $ 39,622
Accounts payable 176,503 174,753
Notes payable 398,846 408,846
Accrued expenses 572,443 482,443
Accrued dividends 307,064 252,050
-------------- --------------
Total liabilities 1,519,981 1,357,714
-------------- --------------
Preferred stock:
Series A cumulative convertible preferred stock,
no par value, 16,667 shares authorized, 16,667
shares issued and outstanding 100,000 100,000
Series B cumulative convertible preferred stock,
no par value, 100,000 shares authorized, 9,500
shares issued and outstanding 68,588 68,588
Series C cumulative convertible preferred stock,
no par, 100,000 shares authorized, 55,850 shares
issued and outstanding 558,500 558,500
-------------- --------------
727,088 727,088
-------------- --------------
Stockholders' deficit:
Common stock, no par value, 50,000,000 shares
authorized, 7,301,364 and 7,275,048 shares
issued and outstanding at December 31, 2005 and
March 31, 2005 respectively 10,215,073 10,205,073
Warrants 970,766 970,766
Accumulated deficit (13,432,846) (13,260,300)
-------------- --------------
Total stockholders' deficit (2,247,007) (2,084,461)
-------------- --------------
-------------- --------------
TOTAL LIABILITIES, PREFERRED STOCK AND
STOCKHOLDERS' DEFICIT $ 62 $ 341
============== ==============
See accompanying notes to condensed financial statements.
3
PROLOGIC MANAGEMENT SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
December 31, December 31,
2005 2004 2005 2004
------------ ------------ ------------ ------------
(unaudited) (unaudited) (unaudited) (unaudited)
Revenue:
Operating expenses:
General and administrative 39,047 39,689 117,532 135,178
------------ ------------ ------------ ------------
Total operating expenses 39,047 39,689 117,532 135,178
Operating loss (39,047) (39,689) (117,532) (135,178)
------------ ------------ ------------ ------------
Other income (expense):
Interest expense - - - -
Other income (expense) - - - -
------------ ------------ ------------ ------------
Total other income (expense) - - - -
Loss Before Income Taxes (39,047) (39,689) (117,532) (135,178)
Income Tax (Benefit) Provision - - - -
Loss from Operations (39,047) (39,689) (117,532) (135,178)
------------ ------------ ------------ ------------
Net loss (39,047) (39,689) (117,532) (135,178)
============ ============ ============ ============
Preferred stock dividend (18,338) (18,338) (55,014) (55,014)
Net Loss available to Common Stockholders $ (57,385) $ (58,027) $ (172,546) $ (190,192)
============ ============ ============ ============
Weighted average number of common shares:
Basic and diluted 7,275,620 7,275,048 7,275,238 7,275,048
============ ============ ============ ============
Loss per common share:
Basic and diluted $ (0.01) $ (0.01) $ (0.02) $ (0.03)
============ ============ ============ ============
See accompanying notes to condensed financial statements.
4
PROLOGIC MANAGEMENT SYSTEMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
December 31,
2005 2004
----------- -----------
(unaudited) (unaudited)
Cash flows from operating activities:
Net loss $ (117,532) $ (135,178)
Adjustments to reconcile net loss to net cash
provided by operating Activities:
Change in assets and liabilities:
Prepaid expenses - 8,782
Accrued Expenses 1,750 1,539
Net cash provided (used in) by operating activities (115,782) (124,857)
----------- -----------
Cash flows from investing activities:
Purchase of equipment - -
----------- -----------
Net cash used in investing activities - -
----------- -----------
Cash flows from financing activities:
Increase in Shareholder Debt 115,503 124,219
----------- -----------
Net cash provided by (used in) financing activities 115,503 124,219
----------- -----------
Net increase (decrease) in cash (279) (638)
Cash, beginning of period 341 1,581
----------- -----------
Cash, end of period $ 62 $ 943
=========== ===========
Supplemental statement of cash flow information:
Cash paid during the period for interest $ - $ -
Cash paid during the period for taxes - -
Non-cash financing and investing activities:
Conversion of debt to common stock $ 10,000 $ -
See accompanying notes to condensed financial statements.
5
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation - Interim Periods
The accompanying unaudited condensed financial statements have been
prepared by the Company in accordance with generally accepted accounting
principles, pursuant to the rules and regulations of the Securities and
Exchange Commission. Through March 24, 2005, the consolidated financial
statements of the Company include the accounts of Prologic and its former
subsidiary, BASIS. Effective, March 24, 2005, BASIS was dissolved and there
were no remaining assets or liabilities to consolidate at March 31, 2005.
The results of the operations of BASIS are included in the consolidated
financial statements through the dissolution date of March 24, 2005. In the
opinion of management, the accompanying condensed financial statements
include all adjustments (of a normal recurring nature) which are necessary
for a fair presentation of the results for the interim periods presented.
Certain information and footnote disclosures normally included in financial
statements have been condensed or omitted pursuant to such rules and
regulations. Although the Company believes that the disclosures are
adequate to make the information presented not misleading, these financial
statements should be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's Report on Form
10-KSB for the fiscal year ended March 31, 2005. The results of operations
for the nine month periods ended December 31, 2005 and 2004 are not
necessarily indicative of the results to be expected for the full fiscal
year.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As previously reported in its
Report on Form 10-KSB for the fiscal year ended March 31, 2005, as a result
of a foreclosure action, the Company has no business operations and has
negative working capital and a stockholders' deficit. These factors raise
substantial doubt about the Company's ability to continue as a going
concern. The Company's independent auditors qualified their opinion on the
Company's March 31, 2005 financial statements by including an explanatory
paragraph in which they expressed substantial doubt about the Company's
ability to continue as a going concern.
2. Discontinued Operations.
As previously reported it its Report on Form 10-KSB, in the year ended
March 31, 2004, the Company divested of its only operating segment through
a foreclosure action with its primary creditor. Following the foreclosure,
in the year ended March 31, 2005, the corporate charter of this operating
unit was dissolved. Substantially all assets and liabilities of the
discontinued operations were removed form the balance sheet as of March 31,
2005.
As of the date of this filing, the Company has no operations and no sources
of revenue. The Company does not have any current agreements or plan to
replace the assets or business units taken under the foreclosure action.
Please note that the financial information contained herein is historical
and should be not taken as any indication of any future performance.
3. Creditor Legal Proceedings.
As previously reported in its Report on Form 10-KSB for the year ended
March 31, 2005, the Company is currently engaged with four creditors in
legal proceedings. All of these actions were filed prior to February 24,
2004 foreclosure action (See Part II, Item 1 Legal Proceedings).
4. Earnings Per Share
FASB Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128") provides for the calculation of Basic and Diluted
earnings per share. Basic earnings per share includes no dilution and is
computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of securities
that could share in the earnings of the entity. For the three month periods
ended December 31, 2005 and December 31, 2004, potential common stock,
consisting of stock options, warrants and convertible preferred stock
totaling 1,355,000, and 1,702,111, respectively, are excluded from the
computation of diluted earnings per share because they are antidilutive.
6
5. Stock-Based Compensation
The Company accounts for employee stock options or similar equity
instruments in accordance with Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123).
SFAS No. 123 defines a fair-value-based method of accounting for employee
stock options or similar equity instruments. This statement gives entities
a choice to recognize employee related compensation expense by adopting the
new fair-value method or to measure compensation using the intrinsic value
method under Accounting Principles Board (APB) Opinion No. 25 "Accounting
for Stock Issued to Employees", the former standard. If the former standard
for measurement is elected, SFAS No. 123 requires supplemental disclosure
to show the effect of using fair value measurement criteria. The Company
has elected to account for its stock-based compensation plans under APB No.
25.
6. Recently Issued Accounting Pronouncements
In June 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity"
SFAS No. 150 requires certain instruments, including mandatorily redeemable
shares, to be classified as liabilities, not as part of shareholders'
equity or redeemable equity. For instruments that are entered into or
modified after May 31, 2003, SFAS No. 150 is effective immediately upon
entering the transaction or modifying the terms. For other instruments
covered by Statement 150 that were entered into before June 1, 2003,
Statement 150 is effective for the first interim period beginning after
June 15, 2003. The Company has evaluated the provisions of SFAS No. 150.
The redeemable preferred stock does not meet the criteria for
classification as liabilities in accordance with SFAS No. 150. Therefore,
all of preferred stock that was previously presented between liabilities
and equity on the balance sheet remains presented as such. The Company
anticipates conversion of all its redeemable preferred stock into common
stock by the end of the second quarter of fiscal 2005.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement
No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value-based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both
interim and annual financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on
reported results. SFAS No. 148 is effective for financial statements issued
for fiscal years ending after December 15, 2002. The adoption of SFAS No.
148 did not have a material effect on its financial position or results of
operations.
In December 2004, the FASB issued a revised Statement 123 (SFAS 123R),
"Accounting for Stock-Based Compensation" requiring public entities to
measure the cost of employee services received in exchange for an award of
equity instruments based on grant date fair value. The cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award -- usually the vesting period. The
Company is evaluating the impact of this new pronouncement and does not
expect the effect of implementation will have a significant impact on the
Company's financial statements.
7. Debt Conversion.
During the quarter ended December 31, 2005 a creditor of the Company
converted $10,000 of debt for 26,316 shares of common stock of the Company.
The effective conversion price was $0.38 per share. This conversion price
is subject to adjustment if the Company offers to convert any of the Series
B and Series C Preferred Stock outstanding at a lower conversion rate. In
the event that were to occur the shares issued under this conversion would
be increased to the lower conversion rate.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements contained in this Quarterly Report on Form 10-QSB, which are not
purely historical, are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the U.S.
Securities Exchange Act of 1934, as amended and the Securities Litigation Reform
Act of 1995, including but not limited to statements regarding the Company's
expectations, hopes, beliefs, intentions or strategies regarding the future.
Action results could differ materially from the projected in any forward-looking
statements as a result of a number of factors, including those detailed in "Risk
Factors" below and elsewhere in this Report on Form 10-QSB. The forward-looking
statements are made of the date hereof, and the Company assumes no obligation to
update the forward-looking statements, or to update the reasons why actual
results could differ materially from those projected in the forward-looking
statements.
INTRODUCTION
Prior to the foreclosure action in February of 2004, the Company provided
systems integration services, technology products and related services. The
majority of the Company's revenues were generated from systems integration and
related product sales. However, as a result of this foreclosure, the Company
ceased to have business operations. For additional information on the combined
operating results of the Company and its subsidiary for the prior fiscal year,
see the Consolidated Financial Statements of the Company and Notes thereto
contain in the Annual Report on Form 10-KSB for the fiscal year ended March 31,
2005. The discussion should be read in conjunction with and is qualified in its
entirety by the Consolidated Financial Statements of the Company and Notes
thereto.
The Company's securities were delisted from both the NASDAQ Stock Market
and the Boston Stock Exchange in August 1998. Delisting resulted from the
Company's failure to maintain the minimum net tangible asset requirement of the
NASDAQ Stock Market. Trading of the Company's securities may continue to be
conducted on the OTC Electronic Bulletin Board or in the non-NASDAQ
over-the-counter market. As a result, a holder of the Company's securities may
find it more difficult to dispose of, or to obtain accurate quotations as to the
market value of, the Company's securities. In addition, purchases and sales of
the Company's securities may be subject to Rule 15g-9 (the "Rule") promulgated
by the Securities and Exchange Commission (the "SEC"). The Rule imposes various
sales practice requirements on broker-dealers who sell securities governed by
the Rule to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5 million or individuals with
a net worth in excess of $1 million or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the Rule, the
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale. Consequently, the Rule may have an adverse effect on the ability of
broker-dealers to sell the Company's securities and may affect the salability of
the Company's securities in the secondary market.
The SEC has also adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks generally are
equity securities with a price less than $5.00 per share, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system. With the Company's securities delisted from the NASDAQ Small Cap Market,
they may come within the definition of penny stocks because the trading price of
the Company's common stock is currently below the $5.00 per share threshold. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not exempt from the rules, to deliver a standardized document prepared by
the SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer must also provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information must be given to the customer prior to
effecting the transaction. These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary market for a stock that
becomes subject to the penny stock rules.
8
CRITICAL ACCOUNTING POLICIES
Principles of Consolidation
Through March 24, 2005, the consolidated financial statements of the Company
include the accounts of Prologic and its former subsidiary, BASIS. Effective,
March 24, 2005, BASIS was dissolved and there were no remaining assets or
liabilities to consolidate at March 31, 2005. The results of the operations of
BASIS are included in the consolidated financial statements through the
dissolution date of March 24, 2005. All significant inter-company accounts and
transactions have been eliminated in consolidation consolidated financial
statements include the accounts of Prologic and its subsidiary, BASIS. All
significant inter-company accounts and transactions have been eliminated in
consolidation.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and all highly liquid investments
with maturity of three months or less when purchased.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company's
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 revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
Fair Value of Financial Instruments
The estimated fair value of financial instruments has been determined by the
Company using available market information and valuation methodologies.
Considerable judgment is required in estimating fair values. Accordingly, the
estimates may not be indicative of the amounts the Company could realize in a
current market exchange.
The carrying amount of accounts payable and accrued expenses approximate fair
value due to the short maturity of these instruments. The terms of notes payable
and other long-term obligations approximate the terms in the marketplace at
which they could be replaced. Therefore, the fair value approximates the
carrying value of these financial instruments.
Income Taxes
The Company accounts for income taxes utilizing the asset and liability
approach, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences between the
basis of assets and liabilities for financial reporting purposes and tax
purposes. 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. A valuation allowance is
provided when management cannot determine whether or not it is likely that the
net deferred tax asset will be realized.
RESULTS OF OPERATIONS
Three Months Ended December 31, 2005 and 2004
---------------------------------------------
General and Administrative. General and administrative expenses for the
quarter ended December 31, 2005 were $39,047, as compared to $39,689 for the
same period of the previous year.
Operating Income (loss). Operating loss for the quarter ended December 31,
2005 was $39,047, as compared to an operating loss of $39,689 for the same
period of the previous year.
Interest Expense and Other Income. Due to the insolvency of the Company, no
interest expense was accrued for the current quarter ended December 31, 2005 or
for the same period of the previous year.
Income (Loss) from Continuing Operations. The loss from continued
operations for the quarter ended December 31, 2005 was $39,047, as compared to
$39,689 for the same period of the prior fiscal year.
9
Income Taxes. The Company had no income tax expense for the first quarters
of fiscal 2005 and 2004. As of December 31, 2005, the Company had Federal net
operating loss carry forwards of approximately $8,950,000. The utilization of
net operating loss carry forwards will be limited pursuant to the applicable
provisions of the Internal Revenue Code and Treasury regulations.
Net Loss. Net loss for the quarter ended December 31, 2005 was $39,047, or
a loss of approximately $0.01 per share, compared to a loss of $39,689, or a
loss of approximately $0.01 per share, for the same period of the previous year.
Nine months Ended December 31, 2005 and 2004
- --------------------------------------------
General and Administrative. General and administrative expenses for the
nine months ended December 31, 2005 were $117,532, as compared to $135,178 for
the same period of the previous year. The decrease in these expenses is
attributable to the reduction in efforts related to the accounting and audit
expenses related to the foreclosure that occurred in the prior year.
Operating Income (loss). Operating loss for the nine months ended December
31, 2005 was $117,532, as compared to an operating loss of $135,178 for the same
period of the previous year.
Interest Expense and Other Income. Due to the insolvency of the Company, no
interest expense was accrued for the nine months ended December 31, 2005 or for
the same period of the previous year.
Income (Loss) from Continuing Operations. The loss from continued
operations for the nine months ended December 31, 2005 was $117,532, as compared
to $135,178 for the same period of the prior fiscal year.
Income Taxes. The Company had no income tax expense for the first nine
months of fiscal 2005 and 2004. As of December 31, 2005, the Company had Federal
net operating loss carry forwards of approximately $8,950,000. The utilization
of net operating loss carry forwards will be limited pursuant to the applicable
provisions of the Internal Revenue Code and Treasury regulations.
Net Loss. Net loss for the nine months ended December 31, 2005 was
$117,532, or a loss of approximately $0.02 per share, compared to a loss of
$135,178, or a loss of approximately $0.03 per share, for the same period of the
previous year. The decrease in net loss was attributable to the reduction in
efforts related to the accounting and audit expenses related to the foreclosure
that occurred in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2005 the Company had a working capital deficit of
approximately $1,520,000 versus a deficit of approximately $1,358,000 at March
31, 2005. As a result of the working capital deficit at March 31, 2005 (the
Company's fiscal year end), the Company's independent certified public
accountants have expressed substantial doubt about the Company's ability to
continue as a going concern. The total cash balance at December 31, 2005 was
$62.
Cash used by continuing operations for the nine months ended December 31,
2005 was approximately $126,000 compared to cash used by continuing operations
of $125,000 in the same period of the previous year. Cash provided by financing
activities for the nine months ended December 31, 2005 was approximately
$126,000 compared to cash provided by financing activities of $124,000 in the
same period of the previous year.
During the nine months ended December 31, 2005, the Company did not
purchase any capital equipment or software.
Historically the Company has been unable to generate sufficient internal
cash flows to support operations, and has been dependent upon outside capital
sources to supplement cash flow. New equity investments, lines of credit and
other borrowings, and credit granted by its suppliers have enabled the Company
to sustain operations over the past several years. In August 1998, the Company
had failed to meet the "continued listing criteria" established by NASDAQ and
the Company's securities were delisted from the NASDAQ Small Cap Market. The
subsequent lack of shareholder liquidity in the Company's securities has
materially adversely affected the Company's ability to attract equity capital.
Additionally, the lack of capital resources has precluded the Company from
effectively executing its strategic business plan. The ability to raise capital
and maintain credit sources is critical to the continued viability of the
Company.
10
At December 31, 2005, the Company had current debt obligations, or debt
that will become due within twelve months, of $1,519,981. The Company will not
be able to service or repay any of this debt. As a result, the Company will need
to renegotiate the terms of these obligations; conversion to equity; and any
other means to eliminate the debt to allow the Company to attract additional
capital. The Company continues to review its strategic alternatives, including
raising capital through debt or equity financing in conjunction with the
conversion of the existing debt.
PLAN OF OPERATIONS
In light of the foreclosure action, the management focus is on trying to
restructure the debt on the balance sheet with the intent of converting a
significant amount of the debt to equity. If this can be accomplished
effectively and in a reasonable period of time, management would then consider
the acquisition or merger with one or more companies, which would be a good
candidate for the public entity. Currently, the board intends to work with
existing shareholders in order to achieve these goals. However, it is likely
that in conjunction with any such suitable acquisition or merger, the Company
would likely need to raise capital to provide the necessary working capital for
the consolidated entity. The Company has no commitments at this time from third
parties for any such financing and/or any acquisitions or mergers.
RISK FACTORS
An investment in the Company should be considered speculative, and to a
high degree of risk. In addition to the other information contained in the
Annual Report on Form 10-KSB for the fiscal year ended March 31, 2005,
prospective investors should carefully consider the following risk and
speculation factors:
Unproven Plan of Operations. As a consequence of the foreclosure on the
business assets and operations in February of 2004, all efforts that were
previously initiated in an attempt to develop a viable systems integration
business have been abandoned at this time. In place thereof, the Company has
adopted as a new plan of operations the strategy of reorganizing the Company's
creditors and then attracting capital based on a new business operation. To
date, the Company has no agreements to acquire any new business operations. In
the near term, the Company is focusing on continued timely SEC reporting and
working with creditors. There can be no assurance that the intended business and
operations of the Company will be successful. Any future success that the
Company might enjoy will depend on many factors including factors which may be
beyond the control of the Company, or which cannot be predicted at this time.
The Company may encounter unforeseen difficulties or delays in the
implementation of its plan of operations. There can be no assurance that such
difficulties or delays will not have a material adverse effect upon the
financial condition, business prospects and operations of the Company and the
value of an investment in the Company. The value of an investment in the Company
can also be adversely affected by a number of external factors, such as
conditions prevailing in the securities markets and/or the economy generally.
Consequently, an investment in the Company is highly speculative and no
assurance can be given that purchasers of the Company's securities will realize
any return on their investment or that purchasers will not lose their entire
investment.
Issuance of Additional Securities. The Company may be required to issue
additional shares of Common Stock to raise capital and/or satisfy existing
creditors. The Company may need to issue additional shares of Common Stock in
connection with a prospective acquisition, in lieu of wages and services
provided to the Company, upon exercise of stock option grants, or for another
corporate purpose. Issuance of additional shares of Common Stock would result in
dilution of the percentage interest in the Company's Common Stock of all
stockholders ratably, and might result in dilution in the book value of a share
of the Company's Common Stock, depending on the price and other terms on which
the additional shares are issued.
Lack of Operating Capital. The Company does not have adequate working
capital to execute it's current short term operating plans and is dependant on
receiving capital and/or assistance from several of the Company's stockholders.
Continued support from the shareholders is critical to the effective
reorganization efforts of the Company and without this support, it is doubtful
the Company would be able to execute its short-term plans.
11
"SAFE HARBOR" Statement under the Private Securities Litigation Reform Act of
1995
Management's discussion and analysis should be read in conjunction with the
Consolidated Financial Statements contained elsewhere in this quarterly report
on Form 10-QSB for the quarter ended December 31, 2005. Except for the
historical information contained herein, the matters discussed in this report on
Form 10-QSB are forward-looking statements that involve a number of risks and
uncertainties. There are numerous important factors and risks, including the
rapid change in market conditions, the anticipation of growth of certain market
segments, the volatility inherent in the capital and financial markets, the
Company's ability to manage acquisitions and attract and retain highly skilled
technical, managerial and sales and marketing personnel, and the other risks
detailed from time to time in the Company's SEC reports, including reports on
Form 10-KSB and Form 10-QSB, that could cause results to differ materially from
those anticipated by the forward-looking statements made herein.
Therefore, historical results and percentage relationships will not
necessarily be indicative of the operating results of any future period. This is
especially important given the recent foreclosure action and the fact that the
Company has no operations and no sources of revenue. The Company does not have
any current plans or agreements to replace the assets or business units taken
under the foreclosure action. Please note that the financial information
contained herein is historical and should be not taken as any indication of any
future performance.
ITEM 3. CONTROLS AND PROCEDURES
Within the 90 days prior to the filing of this report, the Company has
carried out an evaluation, under the supervision and with the participation of
our chief executive officer ("CEO") and chief financial officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rule 15d-14(c) under the Securities and Exchange Act of
1934. Based on this evaluation, our CEO and CFO concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed in our reports that we file with or submit to the Securities and
Exchange Commission ("SEC") is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms.
In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of the last
evaluation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As previously reported, on August 1, 2000, certain holders of the Company's
Series B Convertible Preferred Stock filed an action in the Arizona
Superior Court, Pima County (Pace Investment Co., Inc., et al. v. Prologic
Management Systems, Inc., CV 20003999). The Company filed a counterclaim
against the Plaintiffs, petitioning the court to, amongst other things,
affirm the Company's position and deny the Plaintiffs' claims. The parties
have dismissed all claims without prejudice and intend to resolve the
dispute without the aide of the courts.
Holualoa Butterfield Industrial LLC v. Prologic Management Systems, Inc.,
C20035918, Superior Court for the State of Arizona in and for the County of
Pima, filed October 23, 2003. A complaint was filed by Holualoa against
Prologic to collect approximately $194,000 allegedly owed by Prologic for
the lease of office space in Tucson, Arizona. The plaintiff requested from
the court an Entry of Default and it was granted on March 11, 2004 for a
total amount of $196,028, which includes costs and legal fees of $5,898.
Avnet Computer Marketing Group v. Prologic Management systems, Inc.,
C20032814, Superior Court for the State of Arizona in and for the County of
Pima, filed May 19, 2003. A complaint was filed by Avnet against Prologic
to collect approximately $150,000 owed by Prologic to Avnet. Prologic does
not deny this debt and has agreed to a stipulated judgment for the full
debt owed in this matter. An Entry of Default was granted on January 13,
2004 for a total amount of $150,522, which includes costs and legal fees of
$212.
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Nextera Business Performance Group, Inc. v. Prologic Management Systems,
Inc., MICV2003-05209-H, Superior Court, Commonwealth of Massachusetts,
Middlesex County, filed December 23, 2003. A complaint was filed by Nextera
against Prologic to collect approximately $80,000 owed by Prologic under
the terms of a promissory note. On April 14, 2004, the plaintiff requested
from the court an Entry of Default. An Entry of Default was granted on May
28, 2004 for a total amount of $85,340, which includes interest of $17,340.
The Company acknowledges the possibility that creditors, vendors and/or
former employees in the future may file additional lawsuits as a result of
the foreclosure and the cessation of business operations.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
See Item 1 Legal Proceedings and Notes to Condensed Financial
Statements.
Item 4. Submission of Matters to a Vote by Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits filed herewith:
31.1 Certification of Chief Executive Officer pursuant to Item
601(b)(31) of Regulation S-B. (Filed herewith)
32.1 Certification of Chief Executive Officer pursuant to item
601(b)(32) of Regulation S-B. (Filed herewith)
B. Reports:
No reports on Form 8-K were filed during the quarter ended December
31, 2005.
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PROLOGIC MANAGEMENT SYSTEMS, INC.
DATED: February 14, 2006 By: /s/ James M. Heim
------------------------------
James M. Heim
Chief Executive Officer
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