U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
X...Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended December 31, 1999.
....Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from _________ to _________.
Commission File No: __000-23561__
SUNBURST ACQUISITIONS IV, INC.
---------------------------------------
(Name of small business in its charter)
Colorado 84-1431797
- ---------------------- -----------------------
(State or other (IRS Employer Id. No.)
jurisdiction of Incorporation)
2082 Cherry Street Denver, Colorado 80207
- -------------------------------------------------------------------
(Address of Principal Office) Zip Code
Issuer's telephone number: (303) 321-0461
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 _____
Applicable only to issuers involved in bankruptcy proceedings during
the past five years
Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes _____ No _____
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. At 11/10/99 the
following shares of common were outstanding: Preferred Stock, no par value,
0 shares; Common Stock, no par value, 8,800,831 shares.
Transitional Small Business Disclosure
Format (Check one):
Yes _____ No __X__
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
(a) The unaudited financial statements of registrant for the
nine months ended December 31, 1999, follow. The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.
SUNBURST ACQUISITIONS IV, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
Quarter Ended December 31, 1999
(Unaudited)
<PAGE>
CONTENTS
Accountants' report F-1
Balance Sheet F-2
Statements of Operations F-3
Statements of Cash Flows F-4
Notes to Financial Statements F-5
<PAGE>
The Board of Directors and Stockholders of
Sunburst Acquisitions IV, Inc.
The accompanying balance sheet of the Sunburst Acquisitions IV, Inc. (a
development stage company) as of December 31, 1999, and the related
statements of operations and cash flows for the period then ended were
not audited by us and according we do not express an opinion on them.
Denver, Colorado
February 17, 2000
/s/ COMISKEY & COMPANY
PROFESSIONAL CORPORATION
F-1
<PAGE>
Sunburst Acquisitions IV, Inc.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
(Unaudited)
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ -
---------
Total current assets -
---------
OTHER ASSETS
Investment - at equity 705,143
---------
TOTAL ASSETS $ 705,143
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES -
STOCKHOLDERS' EQUITY
Preferred stock, no par value
20,000,000 shares authorized;
no shares issued and outstanding -
Common stock, no par value;
100,000,000 shares authorized;
8,800,531 shares issued and
outstanding 1,040,202
Additional paid-in capital 1,100
Deficit accumulated
during the development stage (336,159)
---------
Total stockholders' equity 705,143
---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 705,143
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
Sunburst Acquisitions IV, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
For the period
from inception
(August 27,1997) For the three months For the nine months
to December 31, ended December 31, ended December 31
1999 1999 1998 1999 1998
------------ -------- -------- ------- -------
Revenues $ - $ - $ - $ - $ -
--------- ------- -------- ------ -------
Selling, general and
administrative expense 41,302 15,836 3,542 23,021 5,273
-------- ------- -------- ------ -------
Operating loss (41,302) (15,836) (3,542) (23,021) (5,273)
Equity in loss of unconsolidated
subsidiary 294,857 203,381 - 294,857 -
-------- ------- -------- ------ -------
NET LOSS (336,159) (219,217) (3,542)(317,878) (5,273)
Accumulated deficit
Balance, beginning of
period - (116,942) (13,250) (18,281) (11,519)
-------- ------- -------- ------ -------
Balance, end of period (336,159) (336,159) (16,792)(336,159) (16,792)
========= ======== ======= ======= ======
NET LOSS PER SHARE $ (0.05) $ (0.02) $ (NIL) $ (0.04) $ (NIL)
========= ======== ======= ======= ======
WEIGHTED AVERAGE NUMBER OF
SHARES OF COMMON STOCK AND
COMMON STOCK EQUIVALENTS
OUTSTANDING 7,351,927 8,800,831 6,936,550 8,458,317 6,822,929
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
Sunburst Acquisitions IV, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
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For the period
from inception
(August 27,1997) For the nine months
to December 31, ended December 31
1999 1999 1998
--------------- ------------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (336,159) $ (317,878)$ (5,273)
Adjustments to reconcile
net loss to net cash used
by operating activities:
Equity in loss of unconsolidated
Subsidiary 294,857 294,857 -
Amortization 300 - 50
Rent expense 1,100 150 150
Stock issued for
consulting fees 4,935 - -
Increase (decrease)
in accounts payable - (50) 3,002
Increase (decrease) in
payable (related party) - (342) -
---------- --------- ---------
Net cash used by
operating activities (34,967) (23,263) (2,071)
CASH FLOWS FROM
INVESTING ACTIVITIES
Investment in unconsolidated
subsidiary (1,000,000) (1,000,000) -
Increase in organization costs (300) - -
-------------- ------------- -------------
Net cash used by
investing activities (1,000,300) (1,000,000) -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 1,015,474 1,009,474 -
Cost of issuing common stock (9,474) (9,474) -
Subscription for common stock 21,267 21,267 -
Issuance of preferred stock 8,000 - -
-------------- ------------- -------------
Net cash provided
financing activities 1,035,267 1,021,267 -
-------------- ------------- -------------
Net increase (decrease)
in cash and cash
equivalents - (1,996) (2,071)
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - 1,996 4,223
-------------- ------------- -------------
CASH AND CASH EQUIVALENTS,
End of Period $ - $ - $ 2,152
============== ============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
Sunburst Acquisitions IV, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31,1999
(Unaudited)
1. Management's Representation of Interim Financial Information
------------------------------------------------------------
The accompanying financial statements have been prepared by Sunburst
Acquisitions IV, Inc. without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
as allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the opinion
of management, are necessary to a fair presentation of financial position and
results of operations. All such adjustments are of a normal and recurring
nature. These financial statements should be read in conjunction with the
audited financial statements at March 31, 1999.
2. Fiscal Year
-----------
In connection with the Prologic transaction, the Company's Board of Directors
changed the Company's fiscal year end from August 31 to March 31. The company
filed a transition report on Form 10KSB for the seven month period ended
3/31/99. Prior quarterly reports were filed in November, February, and May in
accordance with the August 31 year end.
3. Investment in Prologic Management Systems, Inc.
On July 8, 1999, the company executed a Stock Purchase and Merger Agreement
("SPMA") with Prologic Management Systems, Inc. The terms of the SPMA required
that the Company purchase up to 5,280,763 shares of common stock of Prologic
for $3,000,000.
In conjunction with execution of the SPMA, Sunburst and certain of its
shareholders entered into an agreement with a group of investors to permit
the investors to acquire control of Sunburst in return for providing the
funds required by the SPMA. The agreement with these investors involves a
four step reorganization of Sunburst including (i) the sale by five current
shareholders of Sunburst of a total of 385,000 shares of common stock; (ii)
the voluntary surrender for cancellation of a total of 436,000 shares of
common stock, reducing the number of issued and outstanding shares from
2,435,000 to 1,999,000; (iii) completion of a 20:1 forward split increasing
the number of issued and outstanding shares to 39,980,000; and (iv) the
voluntary surrender for cancellation of a total of 31,680,000 shares,
reducing the number of issued and outstanding shares (following completion
of the forward split described above) to 8,300,000.
On August 4, 1999, the Company completed Tranche 1 of the SPMA by purchasing
3,459,972 shares of common stock of Prologic for a cash investment of
$1,000,000. The Company also executed a Voting Trust Agreement with
shareholders of Prologic which granted the Company voting rights to a total
of 1,071,060 shares of Prologic Common Stock. These transactions resulted in
Sunburst owning or having voting control of approximately 55% of the
outstanding common shares of Prologic. Sunburst funded the acquisition of
Prologic through the issuance of 500,831 (post split) shares of Sunburst
common stock at $2.00 per share.
As of December 15, 1999, the company had not completed its acquisition of the
additional Prologic common shares as contemplated by the SPMA. Shares of
the Voting Trust were cancelled effective December 30, 1999, causing the
percentage of effective voting control previously held by the company to be
reduced to 42%. The parties are currently negotiating the terms by which
they will undo the agreement.
The financial statements for the quarter ended September 30, 1999 were
presented on a consolidated basis with that of Prologic Management Systems,
Inc. based upon the effective voting control of Prologic held by the Company
at that time. The accompanying financial statements present the investment
in Prologic at equity, wherein the Company's cost of its investment is
increased or reduced for its proportionate share of Prologic profits and
losses. Furthermore, results for the quarter ended September 30, 1999 have
been restated to reflect the presentation of Prologic on the equity method.
Management believes this presentation adequately reflects the participation
of the company during the period in which it held majority voting control in
Prologic, since this majority control was temporary.
4. Loss per share
Loss per share has been calculated by giving effect to the surrender of
436,000 pre-split common shares, the 20:1 forward common stock split, and
the surrender of 31,680,000 common shares applied on a pro-rata basis to
the weighted average shares outstanding during each period presented.
5. Investment at Equity
Following is a summary of the financial position and results of operations
of Prologic Management Systems, Inc. as of and for the nine months ended
December 31, 1999 and 1998:
1999 1998
Current Assets $ 7,892,361
Property and Equipment 464,858
Other Assets, net 942,964
---------
Total Assets 9,300,183
Current Liabilities 6,026,339
Long-Term Debt 4,152,845
----------
Total Liabilities 10,179,184
----------
Stockholders Equity $ (879,001)
=========
Revenue $ 27,130,522 $ 13,825,871
========== ==========
Net Loss $ (943,371) $ (1,386,892)
========== ==========
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS.
Liquidity and Capital Resources
Sunburst Acquisitions IV, Inc. ("Sunburst", "the Company") was previously
organized to act as a capital market access corporation seeking business
investments. Currently, its only asset is an equity investment in Prologic
Management Systems, Inc. ("Prologic"). Prologic is a public company that
provides systems integration services, software development, proprietary
software products and related services.
In August of 1999, the Company purchased approximately 42% of the issued
and outstanding shares of Prologic pursuant to a Stock Purchase and Merger
Agreement dated July 8, 1999. The agreement called for a recapitalization
of the Company and the sale in a private placement of 500,831 shares of the
Company's common stock for net proceeds of $1,000,000, which proceeds were
used to purchase Prologic common stock. The Agreement also provided that
the Company would provide an additional $2,000,000 funding and would purchase
additional Prologic shares resulting in the ultimate merger of Prologic into
the Company upon completion of all financial commitments and other conditions.
As part of the Prologic transaction, control of a Voting Trust of 1,071,060
shares of Prologic common stock was granted to Sunburst, giving Sunburst
voting control of Prologic. By December 15, 1999, all conditions required
for the merger of the companies had not been satisfied, and on December 30,
1999, the Voting Trust shares were cancelled, reducing Sunburst's effective
ownership percentage to 42%. The parties are currently negotiating the
terms by which they will undo the agreement. The Company currently owns
3,459,972 shares of Prologic Management Systems, Inc.
The Company has no liquid assets with which to fund additional investment
opportunities or to conduct its current activities. The Company plans
to meet its current obligations by obtaining financing from existing
shareholders in the form of loans or subscriptions for additional stock.
During the quarter ended December 31, 1999, the Company received funding of
$21,267 which will be converted to common stock at the rate of $2 per share.
Results of Operations
The Company's net loss totaled $(219,217) and $(317,878) for the three and
nine month periods ended December 31, 1999, as compared with $(3,542) and
$(5,273) for the corresponding periods of 1998. The increase is attributable
both to equity in the loss of Prologic included in operations since August 4,
1999, and to additional general and administrative expenses incurred by the
Company as a result of the Prologic transaction.
The financial statements should be read in connection with the Company's Form
10-KSB for the transition period ended March 31, 1999. Additional information
concerning liquidity, capital resources and results of operations of Prologic
may be found in Prologic's Form 10-KSB for the year ended March 31, 1999 and
Forms 10-QSB for the quarters ended June 30, September 30, and December 31,
1999.
<PAGE>
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT 27 - FINANCIAL DATA SCHEDULE
There have been no reports on Form 8-K for the quarter ending
December 31, 1999.
<PAGE>
Signatures
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SUNBURST ACQUISITIONS IV, INC.
(Registrant)
Date: February 18, 2000
/s/
Michael R. Quinn, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH 10QSB FOR THE QUARTER ENDED DECEMBER
31, 1999.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Mar-31-2000
<PERIOD-END> Dec-31-1999
<CASH> 0
<SECURITIES> 705143
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
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<TOTAL-ASSETS> 705143
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1040202
<OTHER-SE> (335059)
<TOTAL-LIABILITY-AND-EQUITY> 705143
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 15836
<OTHER-EXPENSES> 203381
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (219217)
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</TABLE>
