REGISTRATION NO. 333-46526
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BERT Logic Inc.
(Exact Name Of Registrant As Specified In Its Charter)
Washington 4822 91-2034750
(State Or Other Jurisdiction Of (Primary Standard Industrial (I.R.S. Employer
Incorporation Or Organization) Classification Code Number) Identification No.)
Unit 130 2188 No. 5 Rd
Richmond, British Columbia V6x 2t1, Canada
(604) 276 8324
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Agent for Service: With a Copy to:
Lance Rudelsheim, President James L. Vandeberg
Bert Logic Inc. Ogden Murphy Wallace
Unit 130 2188 No. 5 Rd #2100 - 1601 5th Avenue
Richmond, British Columbia V6x 2t1, Canada Seattle, Washington 98101
(604) 276 8324 (206) 447-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
<TABLE>
<CAPTION>
Calculation Of Registration Fee
Title of each Dollar Proposed Proposed
class of amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per unit offering price fee
------------- ---------------- ---------------- --------------- ------------
<S> <C> <C> <C> <C>
Common stock 1,000,000 shares $0.04 per share1 $ 40,000.00 $ 10.56
------------- ---------------- ---------------- --------------- ------------
<FN>
(1) Previously paid.
</TABLE>
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Note: Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions of Rule 457 (Section
230.457 of this chapter) relied upon, if the basis of the calculation is not
otherwise evident from the information presented in the table. If the filing fee
is calculated pursuant to Rule 457(o) under the Securities Act, only the
title of the class of securities to be registered, the proposed maximum
aggregate offering price for that class of securities and the amount of
registration fee needed to appear in the Calculation of Registration Fee table.
Any difference between the dollar amount of securities registered for such
offerings and the dollar amount of securities sold may be carried forward on a
future registration statement pursuant to Rule 429 under the Securities Act.
--------------------------------------------------------------------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
<PAGE>
We will amend and complete the information in this prospectus. Although we are
permitted by US federal securities law to offer these securities using this
prospectus, we may not sell them or accept your offer to buy them until the
documentation filed with the SEC relating to these securities has been declared
effective by the SEC. This prospectus is not an offer to sell these securities
or our solicitation of your offer to buy these securities in any jurisdiction
where that would not be permitted or legal.
Subject To Completion - November 14, 2000
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Prospectus
, 2000
BERT Logic Inc.
Unit 130 2188 No. 5 Rd
Richmond, British Columbia V6X 2T1, CANADA
(604) 276 8324
1,000,000 Shares of Common Stock
- This is the initial public offering of common stock of BERT Logic Inc.
- No public market currently exists for shares of BERT Logic Inc.'s common
stock.
- The initial public offering price is $0.04 per share of common stock which
was arbitrarily determined.
- The offering is on a direct participation, no minimum basis.
- BERT Logic Inc. is selling its common stock directly.
- There are no underwriters or broker-dealers involved in the selling
efforts.
- There is no minimum purchase requirement and no arrangement to place funds
in an escrow, trust, or similar account.
- BERT Logic Inc. anticipates that the offering will close within 30 days of
the date of initial effectiveness
This is not an underwritten offering, and BERT Logic Inc.'s stock is not listed
on any national securities exchange or the NASDAQ Stock Market.
This investment involves a high degree of risk.
See "risk factors" beginning on page 1.
Neither the SEC nor any state securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
<PAGE>
<TABLE>
<CAPTION>
Table Of Contents
<S> <C>
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Forward Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use Of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Determination Of Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dilution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan Of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Directors, Executive Officers, Promoters And Control Persons. . . . . . . . . . . . . 9
Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . 10
Description Of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Interests Of Named Experts And Counsel. . . . . . . . . . . . . . . . . . . . . . . . 11
Disclosure Of Commission Position On Indemnification For Securities Act Liabilities . 11
Description Of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Description Of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Certain Relationships And Related Transactions. . . . . . . . . . . . . . . . . . . . 18
Market For Common Equity And Other Stockholder Matters. . . . . . . . . . . . . . . . 18
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Index To Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Changes In And Disagreements With Accountants On Accounting And Financial Disclosure. 19
</TABLE>
<PAGE>
Risk Factors
You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing the common stock of
BERT Logic Inc. Investing in BERT Logic Inc.'s common stock involves a high
degree of risk.
BERT Logic Inc. Is In Its Earliest Stages Of Development And May Never Become
Profitable
BERT Logic Inc. is in the extreme early stages of development and could fail
before implementing its business plan. It must be regarded as a "start up"
venture that will incur net losses for the foreseeable future. DDR has no
operating history or revenues from operations, and it faces unforeseen costs,
expenses, problems and difficulties that could easily prevent it from ever
becoming profitable.
Sufficient Penetration Of Testing Technology To The Existing Marketplace May Not
Be Possible
BERT Logic Inc. has licensed a product line consisting of high-tech instruments
that are used to test the integrity and reliability of the communications
channel used to transfer data from one source to another. Simply put the testers
help companies' better monitor the performance of their digital communications
equipment. Once marketing begins there is no guarantee that the marketplace
will be sufficiently penetrated so that BERT Logic Inc. will become profitable.
Any failure to establish sufficient market penetration of the testing technology
application would prevent BERT Logic Inc. from implementing its business plan,
and could cause its stock to be worthless.
Increases In The Reach Technologies Inc. Licensed Product Line Prices Could
Destroy BERT Logic Inc.'s Potential For Future Profitability
Any material price increases by Reach Technologies Inc. could decrease or
eliminate BERT Logic Inc.'s potential profitability. Reach Technologies Inc. has
the right to increase the Reach Technologies Inc. licensed product line prices
on 30 days notice by revising its published pricing schedule.
Interruptions to BERT Logic Inc.'s Arrangements with Its Supplier May Have an
Adverse Effect on Its Ability to Operate
If BERT Logic Inc.'s supplier were to become bankrupt, BERT Logic Inc. would
lose access to its manufacturing source, and its license would become
meaningless. Any termination or impairment of BERT Logic Inc.'s license rights
and access to products would prevent BERT Logic Inc. from implementing its
business plan, thereby limiting its profitability and decreasing the value of
its stock.
BERT Logic Inc. May Dilute Existing Shareholders By Compensating Service
Providers By Issuing Stock
BERT Logic Inc. might seek to compensate providers of services by issuance of
stock in lieu of cash. Any such stock issuance would dilute ownership interests
of shareholders. For example, it is possible that BERT Logic Inc. would grant
stock to compensate its marketing and sales personnel with stock options.
Irrespective of whether BERT Logic Inc.'s cash assets prove to be inadequate to
meet its operational needs, BERT Logic Inc. might seek to compensate providers
of services by issuance of stock in lieu of cash, which again would dilute
ownership interests of shareholders.
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<PAGE>
Competitors Could Develop Alternative And More Cost-Effective Tester Products To
Compete Directly In The Marketplace, Which Could Destroy BERT Logic Inc.'s
Potential For Future Profitability
BERT Logic Inc.'s products compete against those of other established companies,
some of which have greater financial, marketing and other resources than those
of BERT Logic Inc. These competitors may be able to institute and sustain price
wars, or develop products that could perform similar to or better than the Reach
Technologies Inc. licensed product line, resulting in a reduction of BERT Logic
Inc.'s share of the market and limiting or eliminating the profitability. In
addition, there are no significant barriers to new competitors entering the
market place.
BERT Logic Inc.'s Significant Shareholder Could Sell His Control Block To An
Outside Party Resulting In A Possible Change In Business Not Considered By Other
Shareholders
BERT Logic Inc.'s significant shareholder, Lance Rudelsheim, could sell his
control block to an outside party resulting in a majority of the voting power
being transferred to the purchaser(s). The result could be that new
shareholder(s) would control BERT Logic Inc. and persons unknown could replace
BERT Logic Inc.'s management. It is uncertain whether any such replacements
would continue to implement BERT Logic Inc.'s current business plan.
Purchasers Must Rely on Mr. Rudelsheim's Abilities For All Decisions As He
Will Control the Majority of the Stock After the Offering. BERT Logic Inc. Has
No Employment Agreement With Mr. Rudelsheim and He Spends Only Part-time On Its
Business. His Leaving May Adversely Effect BERT Logic Inc.'s Ability To Operate
Mr. Rudelsheim is serving as BERT Logic Inc.'s sole officer and director. BERT
Logic Inc. will be heavily dependent upon Mr. Rudelsheim's entrepreneurial
skills and experience to implement its business plan and may, from time to time,
find that his inability to devote full time and attention to its affairs will
result in delay(s) in progress towards the implementation of its business plan
or in a failure to implement its business plan. Mr. Rudelsheim devotes
approximately 60% of his time to BERT Logic IncMoreover, BERT Logic Inc. does
not have an employment agreement with Mr. Rudelsheim and as a result, there is
no assurance that he will continue to manage its affairs in the future. Nor has
BERT Logic Inc. obtained a key man life insurance policy on Mr. Rudelsheim. BERT
Logic Inc. could lose the services of Mr. Rudelsheim, or Mr. Rudelsheim could
decide to join a competitor or otherwise compete directly or indirectly with
BERT Logic Inc., which would have a significant adverse effect on its business
and could cause the price of its stock to be worthless. The services of Mr.
Rudelsheim would be difficult to replace.
2
<PAGE>
Heavy Dependence on One Individual Who Has Little Marketing Experience Could
Result in Delays or Business Failure
Because of lack of marketing experience, BERT Logic Inc. may overestimate the
marketability of the Reach Technologies Inc. licensed product line and may
underestimate the costs and difficulties associated with selling and
distributing the Reach Technologies Inc. licensed product line. Any such
unanticipated costs or difficulties could prevent BERT Logic Inc. from
implementing its business plan, thereby limiting its profitability and
decreasing the value of its stock. Mr. Rudelsheim has no experience in
implementing an extensive sales campaign for the Reach Technologies Inc.
licensed product line. Mr. Rudelsheim is not a sales or marketing professional
by trade.
BERT Logic Inc. May Consider Business Combinations Resulting In A Possible
Change In Business Not Considered By Other Shareholders
BERT Logic Inc. may make investments in or acquire complementary products,
technologies and businesses, or a business completely unrelated to BERT Logic
Inc.'s current business plan. Acquisition of a completely unrelated business
would result in a change of business not contemplated by existing shareholders.
BERT Logic Inc. may consider a future financing or business combination that,
because of the size of the related stock issuance, would result in a majority of
the voting power being transferred to the investor(s). The result could be that
new shareholder(s) would control BERT Logic Inc. and persons unknown could
replace BERT Logic Inc.'s management. It is uncertain whether any such
replacements would continue to implement BERT Logic Inc.'s current business plan
and in any event may result in a new management team not considered by existing
shareholders. In such case, an investor could not only lose its entire
investment, but could lose its entire investment on a business decision it did
not get to evaluate at the time of investing in BERT Logic IncBERT Logic Inc.
has had no discussions with third parties regarding business opportunities and
there currently are no business acquisitions that are probable.
Potential Business Combinations Could Be Difficult to Integrate And Disrupt
Business.
If BERT Logic Inc. acquires a company; it could face difficulties in
assimilating that company's personnel and operations. Acquisitions also involve
the need for integration into existing administration, services marketing, and
support efforts. These acquisitions and investments could disrupt its ongoing
business, distract management and employees and increase its expenses. BERT
Logic Inc. cannot predict the extent to which its liquidity and capital
resources will be diminished prior to consummation of a business combination or
whether its capital will be further depleted by the operation losses (if any) of
a business entity that is acquired. In addition, the key personnel of the
acquired company may decide not to work for BERT Logic Inc. Any amortization of
goodwill or other assets, or other charges resulting from the costs of these
acquisitions, could increase BERT Logic Inc.'s operating costs.
You May Be Unable To Effectively Evaluate Our Company For Investment Purposes,
Because We Have No Operating History And Our Business Model Is Unproven.
There is no assurance that BERT Logic Inc. will provide a return on investment
in the future. BERT Logic Inc. has not achieved profitability, and expects to
incur net losses for the foreseeable future. As a result of BERT Logic Inc.'s
limited operating history, it is difficult to accurately forecast its potential
revenue, and there is no meaningful historical financial data upon which to base
planned operating expenses. BERT Logic Inc. is a relatively young company with
no history of earnings or profits, its revenue and income potential is unproved
and its business model is still emerging.
If BERT Logic Inc. Does Not Become Profitable, It May Be Unable To Renew Its
Reach Technologies Inc. License, Which Would Eliminate Its Sole Product Line
If BERT Logic Inc. does not become profitable, it may be unable to renew its
Reach Technologies Inc. License, which would eliminate its sole product line.
If BERT Logic Inc. does achieve profitability, it cannot be certain that it will
sustain or increase it. An investor in BERT Logic Inc.'s common stock must
consider the risks and difficulties frequently encountered by early stage
companies in new and rapidly evolving markets. BERT Logic Inc.'s ability to
achieve and then sustain favorable operating results will depend on a number of
factors, including costs related to:
- identifying prospective purchasers,
- marketing to prospective purchasers, and
- initial product discounts, if any.
Significant Increases In Operation Expenditures May Prevent BERT Logic Inc. From
Achieving Profitability And Could Result in Business Failure
BERT Logic Inc. may have to significantly increase its operating expenses in
order to market and distribute the Reach Technologies Inc. licensed product
line. In addition, Reach Technologies Inc. has the right to increase its prices
to BERT Logic Inc. on 30 days notice. As a result it may not generate enough
revenue to achieve profitability.
BERT Logic Inc. May Not Be Able To Raise Additional Financing If Needed For Its
Business And In The Event Of A Bankruptcy Shareholders Could Lose Their Entire
Investment
BERT Logic Inc.'s ultimate success may depend on its ability to raise additional
capital. Failure to raise the neces-sary funds in a timely fashion will severely
limit BERT Logic Inc.'s operations and it would be unable to implement its
business plan. If BERT Logic Inc. raises additional funds through the issuance
of equity, equity-related or convertible debt securities, these securities may
have rights, preferences or privileges senior to those of the rights of its
common stock and its stockholders may experience additional dilution. In the
event of a bankruptcy in either case shareholders could loose their entire
investments. No commitments to provide additional funds have been made by
management or other shareholders. BERT Logic Inc. expects that its cash on hand
combined with the proceeds of this offering will last at least 12 months and
has therefore not investigated the availability, source or terms that might
govern the acquisition of additional financing. When additional capital is
needed, there is no assurance that funds will be available from any source or,
if available, that they can be obtained on terms acceptable to BERT Logic Inc.
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<PAGE>
Bert Logic Inc. Common Stock Has No Prior Market And Steps Have Not Been Taken
To Have Its Common Stock Listed On The Otc Bulletin Board, There Are No
Immediate Plans To Do So And Thus There Is No Guarantee Of Approval For Listing,
And Accordingly Prices May Decline After The Offering And Shareholders May Have
Difficulty Selling Their Shares.
There is no public market for BERT Logic Inc.'s common stock and no assurance
can be given that a market will develop or that any shareholder will be able to
liquidate his investment without considerable delay, if at all. BERT Logic Inc.
has not taken any steps to have its shares listed on the OTC bulletin board and
has no immediate plans to do so. Although BERT Logic Inc. intends to apply to
have its shares traded on the OTC bulletin board shortly after it has a
sufficient number of shareholders to interest a market maker in making a market
in its securities there is no guarantee that this will occur. The trading market
price of BERT Logic Inc.'s common stock may therefore decline below the offering
price. If a market should develop, the price may be highly volatile. In
addition, an active public market for BERT Logic Inc.'s common stock may not
develop or be sustained. Factors such as those discussed in this "Risk Factors"
section may have a significant impact on the market price of BERT Logic Inc.'s
securities. Owing to the low price of the securities many brokerage firms may
not be willing to effect transactions in the securities. Even if a purchaser
finds a broker willing to effect a transaction in BERT Logic Inc.'s common
stock, the combination of brokerage commissions, state transfer taxes, if any,
and other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of such securities as collateral for loans.
Thus, a purchaser may be unable to sell or otherwise realize the value invested
in BERT Logic Inc. stock.
4
<PAGE>
Investors May Face Significant Restrictions On The Resale of BERT Logic Inc.
Stock Due To State Blue Sky Laws
Because BERT Logic Inc.'s securities have not been registered for resale under
the blue sky laws of any state, the holders of such shares and those persons
desiring to purchase them in any trading market that may develop in the future
should be aware that there may be significant state blue sky law restrictions on
the ability of investors to sell and on purchasers to buy BERT Logic Inc.'s
securities. Investors may be unable to sell their stock in BERT Logic Inc.
Accordingly, investors should consider the secondary market for BERT Logic
Inc.'s securities to be a limited one. Investors may be unable to resell their
stock without the significant expense of state registration or qualification.
Investors May Face Significant Restrictions On The Resale Of BERT Logic Inc.
Stock Due To Federal Penny Stock Regulations
Because BERT Logic Inc.'s securities will constitute "penny stock" within the
meaning of the rules may affect the ability of owners of BERT Logic Inc.'s
shares to resell their securities . The Securities and Exchange Commission has
adopted a number of rules to regulate "penny stocks." Such rules include Rules
3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the
Securities and Exchange Act of 1934. The rules require broker-dealers to make
certain disclosures regarding penny stocks to potential buyers, and make a
determination based upon information provided by the potential buyer about such
buyer's suitability for investing in penny stocks. Because BERT Logic Inc.'s
securities will constitute "penny stock" within the meaning of the rules, the
rules would apply to BERT Logic Inc. and its securities and there may be a
limited market for penny stocks, due to the regulatory burdens on
broker-dealers.
Investors May Face Significant Restrictions on the Resale of BERT Logic Inc.
Stock Due To The Way In Which Stock Trades Are Handled By Broker-dealers
Because of large broker-dealer spreads, investors may be unable to sell the
stock immediately back to the broker-dealer at the same price the broker-dealer
sold the stock to the investor. In some cases, the stock may fall quickly in
value. Investors may be unable to reap any profit from any sale of the stock, if
they can sell it at all. The market among broker-dealers may not be active.
Investors in penny stock often are unable to sell stock back to the dealer that
sold them the stock. The mark ups or commissions charged by the broker-dealers
may be greater than any profit a seller may make.
The Market For Penny Stocks Has Suffered In Recent Years From Patterns Of Fraud
And Abuse Which May Cause Investors To Lose Their Investment
Shareholders should be aware that, according to the Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse which could cause investors to
lose their entire investment. Such patterns include:
5
<PAGE>
- control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer;
- manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases;
- "boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
- excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
- the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level, along with
the inevitable collapse of those prices with consequent investor losses.
Forward Looking Statements
You Should Not Rely on Forward-Looking Statements Because They Are Inherently
Uncertain
This prospectus contains forward-looking statements that involve risks and
uncertainties. BERT Logic Inc.'s actual results could differ materially from
those anticipated in these forward-looking statements for many reasons,
including the risks faced by BERT Logic Inc. described in "Risk Factors" and
elsewhere in this prospectus. We use words such as "anticipates", "believes",
"plans", "expects", "future", "intends" and similar expressions to identify
these forward-looking statements. Prospective investors should not place undue
reliance on these forward-looking statements, which apply only as of the date of
this prospectus.
Use Of Proceeds
The net proceeds to BERT Logic Inc. from the sale of the 1,000,000 shares of
common stock offered by BERT Logic Inc. hereby at an assumed initial public
offering price of $.04 per share are estimated to be $40,000. BERT Logic Inc.
expects to use the net proceeds as follows:
Purpose 50% Subscription* 100% Subscription**
---------------- ----------------- --------------------
Market Research $ 20,000 $20,000
Advertising $ 0 $ 5,000
Office Expenses. $ 0 $ 3,000
Trade Shows $ 0 $ 7,000
Travel $ 0 $ 5,000
* Assumes sale of 50% of the stock being offered
** Assumes sale of 100% of the stock being offered
BERT Logic Inc. continually evaluates other business opportunities that may be
available to it, whether in the form of assets acquisitions or business
combinations. BERT Logic Inc. may use a portion of the proceeds for these
purposes. BERT Logic Inc. is not currently a party to any
contracts, letters of intent, commitments or agreements and is not currently
engaged in active negotiations with respect to any acquisitions.
Determination Of Offering Price
BERT Logic Inc. arbitrarily determined the price of the securities in this
Offering. The offering price is not an indication of and is not based upon the
actual value of BERT Logic Inc. It bears no relationship to the book value,
assets or earnings of BERT Logic Inc. or any other recognized criteria of value.
The offering price should not be regarded as an indicator of the future market
price of the securities.
Dilution
No sale of BERT Logic Inc.'s common stock has ever been sold from one investor
to another and the only issue of stock from treasury occurred on May 31, 2000
when a total of 5,000,000 shares of BERT Logic Inc. common stock were issued at
a price of $0.002 per share. All stock was issued based on a valuation by the
Board of Directors. The price of the securities in this Offering is $0.04 per
share or $0.038 per share higher.
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<PAGE>
The net tangible book value of the BERT Logic Inc. at July 31, 2000 was
($0.0013) per share. "Net tangible book value per share" represents the amount
of total tangible assets less total liabilities divided by the number of shares
of Common Stock outstanding.
After giving effect to the sale of all of the 1,000,000 shares offered pursuant
to this Registration Statement at a price of $0.04 per share, the net tangible
book value of the BERT Logic Inc. as of July 31, 1998, after deducting offering
costs, would be $50,000 or $0.0083 per share. This represents immediate
dilution of $.0317 per share to new investors and an immediate increase in net
tangible book value per share of $.0070 to existing stockholders. The following
illustrates the per share dilution in this case.
Share price: $0.0400
Net tangible book value before offering: $0.0013
Increase attributable to new investors: $0.0070
Net tangible book value after offering: $0.0083
Dilution to new investors: $0.0317
Selling Shareholders
There are no selling security holders.
Plan Of Distribution
This is not an underwritten offering and there are no broker dealers involved in
the selling efforts. This prospectus is part of a registration statement that
permits BERT Logic Inc. to sell a maximum of 1,000,000 shares of its common
stock to the public on a direct participation basis.
In accordance with Regulation M under the Exchange Act, we may not bid for,
purchase or attempt to induce any person to bid for or purchase any of our
common stock while we are selling stock in this offering. We do not intend to
engage in any passive market making or undertake any stabilizing activity for
our common stock.
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<PAGE>
BERT Logic Inc. will offer and sell its common stock through its sole officer
and director, Lance Rudelsheim, under the exemption from registration as a
broker dealer under Rule 3a4-1 of the Exchange Act. All sales will be made in
compliance with the securities laws of local jurisdictions.
The gross proceeds to BERT Logic Inc. will be $40,000 if all the shares offered
are sold. No commissions or other fees will be paid, directly or indirectly, by
BERT Logic Inc., or any of its principals, to any person or firm in connection
with solicitation of sales of the shares. Mr. Rudelsheim will be reimbursed for
any expenses incurred in connection with this offering. Mr. Rudelsheim will not
be allowed to purchase shares in this offering.
While the registration statement is effective, new shareholders may sell their
shares directly to the public, without the aid of a broker or dealer, or they
may sell their shares through a broker or dealer if BERT Logic Inc.'s stock is
authorized for inclusion on the OTC bulletin board. Any commission, fee or
other compensation of a broker or dealer would depend on the brokers or dealers
involved in the transaction. BERT Logic Inc. has not committed to keep the
registration statement effective for any set period of time.
No public market currently exists for shares of BERT Logic Inc.'s common stock.
BERT Logic Inc. intends to apply to have its shares traded on the OTC bulletin
board under the symbol "BERT". BERT Logic Inc. has not taken any actions to
have its shares traded on the OTC bulletin board. BERT Logic Inc. intends to
apply to have its shares traded on the OTC bulletin board immediately after it
has met the listing standards for the OTC bulletin board as set out by the
National Association of Stock Dealers. In the case of BERT Logic Inc. these
listing standards are:
- An effective Registration Statement Under The Securities Act of 1933
- To remain current with its quarterly and annual report filings with the
Securities and Exchange Commission
- At least one market maker to make a market in its securities
Other than to remain current with its quarterly and annual report filings, BERT
Logic Inc. needs to achieve a sufficient number of shareholders to interest a
market maker in making a market in its securities. There is no minimum number of
shareholders required for a stock to trade on the OTC Bulleting Board. BERT
Logic Inc. anticipates that an initial public offering by its stock may result
in its stock being held by enough shareholders to interest a market maker to
make a market in trading BERT Logic Inc.'s stock.
8
<PAGE>
Legal Proceedings
BERT Logic Inc. is not a party to any material pending legal proceedings, and
none of its property is the subject of a pending legal proceeding. Further, the
officer and director knows of no legal proceedings against BERT Logic Inc. or
its property contemplated by any governmental authority.
Directors, Executive Officers, Promoters And Control Persons
The following table sets forth the name, age and position of each director and
executive officer of BERT Logic Inc.:
Name Age Position
------------------------- --- ------------------------------------------
Lance Rudelsheim 38 President, Secretary, Treasurer, Director
Mr. Rudelsheim became a director and officer of BERT Logic Inc. on May 31, 2000,
its incorporation date. During the past eleven years, Mr. Rudelsheim has worked
with Microtech Service Corporation as a Director and President. Microtech
Service Corporation administrates over 20 clients computer networks, installs
and configures Internet access and security solutions, provides hardware
servicing for computer systems and computer solutions for clients. Mr.
Rudelsheim devotes approximately 40% of his time to his position in Microtech
Service Corporation.
Mr. Rudelsheim will serve as director until the first annual meeting of BERT
Logic Inc.'s shareholders. Thereafter, directors will be elected for one-year
terms at the annual shareholders' meeting. Officers will hold their positions
at the pleasure of the board of directors. No employment agreements currently
exist or are being contemplated. There is no arrangement or understanding
between the directors and officers of BERT Logic Inc. and any other person
pursuant to which any director or officer is to be selected as a director or
officer.
Mr. Rudelsheim will devote his time to BERT Logic Inc.'s affairs on an "as
needed" basis. As a result, the actual amount of time that he will devote to
BERT Logic Inc.'s affairs is not consistent and is likely to vary substantially
from month to month.
9
<PAGE>
Security Ownership Of Certain Beneficial Owners And Management
The following table sets forth, as of July 31, 2000:
- BERT Logic Inc.'s outstanding common stock owned or beneficially owned by
each executive officer and director;
- BERT Logic Inc.'s outstanding common stock owned or beneficially owned by
each person who owned of record, or was known by BERT Logic Inc.
to own beneficially, more than 5% of BERT Logic Inc.'s common stock;
- The shareholdings of all executive officers and directors as a group.
<TABLE>
<CAPTION>
Percentage of
Outstanding
Name Shares Owned Shares Owned
---- ------------- -------------
<S> <C> <C>
Lance Rudelsheim 5,000,000 100.0%
President, Secretary, Treasurer, and Director
Suite 1102, 701 Victoria Park Avenue West,
North Vancouver British Columbia, Canada V7M 2L2
All Executive Officers & Directors As A Group
(1 Individual). 5,000,000 100.0%
</TABLE>
- All shares are held of record and each record shareholder has sole voting
and investment power.
- BERT Logic Inc. knows of no one who has the right to acquire beneficial
ownership in BERT Logic Inc. common stock.
- There are no arrangements known to BERT Logic Inc. the operation of which
may result in a change of control of BERT Logic Inc.
10
<PAGE>
Description Of Securities
BERT Logic Inc.'s authorized capital consists of 100,000,000 shares of common
stock, par value $.0001 per share and 20,000,000 of preferred stock, par value
$.0001 per share. Immediately prior to this offering, 5,000,000 common shares
were issued and outstanding. Each record holder of common stock is entitled to
one vote for each share held on all matters properly submitted to the
shareholders for their vote. The articles of incorporation do not permit
cumulative voting for the election of directors, and shareholders do not have
any preemptive rights to purchase shares in any future issuance of BERT Logic
Inc.'s common stock.
Because the holders of shares of BERT Logic Inc.'s common stock do not have
cumulative voting rights, the holders of more than 50% of BERT Logic Inc.'s
outstanding shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining shares will not be able to elect any of BERT Logic Inc.'s directors.
The holders of shares of common stock are entitled to dividends, out of funds
legally available therefore, when and as declared by the Board of Directors.
The Board of Directors has never declared a dividend and does not anticipate
declaring a dividend in the future. In the event of liquidation, dissolution or
winding up of the affairs of BERT Logic Inc., holders are entitled to receive,
ratably, the net assets of BERT Logic Inc. available to shareholders after
payment of all creditors.
To the extent that additional shares of BERT Logic Inc.'s common stock are
issued, the relative interests of existing shareholders may be diluted.
Interests Of Named Experts And Counsel
Neither James Stafford Chartered Accountant (Auditors) or Ogden Murphy Wallace
(Legal Counsel) was employed on a contingent basis in connection with the
registration or offering of BERT Logic Inc.'s common stock.
Disclosure Of Commission Position On
Indemnification For Securities Act Liabilities
BERT Logic Inc.'s articles of incorporation provide that it will indemnify its
officers and directors to the full extent permitted by Washington state law.
BERT Logic Inc.'s bylaws provide that it will indemnify and hold harmless each
person who was, is or is threatened to be made a party to or is otherwise
involved in any threatened proceedings by reason of the fact that
he or she is or was a director or officer of BERT Logic Inc.'s or is or was
serving at the request of BERT Logic Inc.'s as a director, officer, partner,
trustee, employee, or agent of another entity, against all losses, claims,
damages, liabilities and expenses actually and reasonably incurred or suffered
in connection with such proceeding.
11
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers or controlling persons
of BERT Logic Inc. pursuant to the forgoing provisions, or otherwise, BERT Logic
Inc. has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable.
Description Of Business
General
BERT Logic Inc. was incorporated under the laws of the State of Washington on
May 31, 2000, and is in its early developmental and promotional stages. To
date, BERT Logic Inc.'s only activities have been organizational, directed at
acquiring its principal asset, raising its initial capital and developing its
business plan. BERT Logic Inc. has not commenced commercial operations. BERT
Logic Inc. has no full time employees and owns no real estate.
Product Description
BERT Logic Inc.'s principal asset is a licensed product line consisting of
high-tech instruments that are used to test the integrity and reliability of the
communications channel used to transfer data from one source to another.
Specifically, the instruments test the bit error rate in a stream of data
between to points. This helps companies' better monitor the performance of
their digital communications equipment. BERT Logic Inc.'s products can allow
companies keep their production lines running and maintain the quality of their
products, which may be adversely affected by improperly functioning production
equipment. BERT Logic Inc.'s products can also help companies in the
development if high-tech equipment used in communications systems.
The bit error rate tester software resides on a single printed circuit board
that can be easily installed any personal computer. The licensed product line
consists of bit error rate testers capable of testing at speeds up to 40
Megabits per second. Models can be configured as laboratory, rack mount and
portable versions.
The License
On May 31, 2000, BERT Logic Inc. acquired from Reach Technologies Inc. the
rights to distribute the Reach Technologies Inc. bit error rate tester product
line for the purpose of selling the product in the marketplace. BERT Logic Inc.
paid $10,000 for the license.
BERT Logic Inc.'s business plan is to conduct a marketing analysis in order to
identify target companies and better understand competitors. BERT Logic Inc.
expects that the marketing analysis will take the following form:
- Search for research firms or individuals familiar with the target market
- Choose appropriate firm or individual
- Search for target companies in known market
- Determine contact people at target companies
- Determine product need of target companies
- Determine timing requirements of target companies
- Search for new markets and applications for the product
12
<PAGE>
BERT Logic Inc. will then hire sales staff to begin marketing the licensed
product line. BERT Logic Inc. anticipates that the market analysis will take
about 5 months beginning after the completion of this offering. The hiring of
sales staff and marketing of the product line beginning after that period. BERT
Logic Inc. intends to hire sales staff whose qualifications are commensurate
with those determined by the marketing analysis.
Under its license with Reach Technologies Inc., BERT Logic Inc. has the
exclusive right to distribute and market the Reach Technologies Inc. licensed
product line in Washington DC, Virginia, West Virginia, Maryland, Pennsylvania,
New York, Connecticut, Massachusetts, Vermont, New Hampshire, Maine, Ohio,
Kentucky and Tennessee for an initial period beginning May 31, 2000, expiring
May 31, 2003.
The current price to BERT Logic Inc. for the product line is as follows:
<TABLE>
<CAPTION>
BIT ERROR RATE TESTER PRODUCT MODEL NUMBER WHOLESALE PRICE
---------------------------------------- ------------ ----------------
<S> <C> <C>
Bit Error Rate Tester with hardware,
software & manual BERT-40-Kit $ 3,150
Bit Error Rate Tester -with
Personal Computer & Monitor BERT-40-L $ 4,950
Bit Error Rate Tester with
rack-mount Personal Computer BERT-40-R $ 5,850
Bit Error Rate Tester with portable
Personal Computer BERT-40-P $ 10,890
Additional Bit Error Rate Tester channel BERT-40-C $ 3,150
Bit Error Rate Tester Software
Development Kit BERT-SDK $ 675
</TABLE>
Reach Technologies Inc. may change the price on 30 days' notice.
The license agreement may be renewed by mutual agreement between BERT Logic Inc.
and Reach Technologies Inc. for additional three-year periods. The agreement may
be terminated immediately by BERT Logic Inc. at any time upon notice to Reach
Technologies Inc., and by Reach Technologies Inc. for any cause, which includes
the bankruptcy or insolvency of BERT Logic Inc.; or the conviction of BERT Logic
Inc.; its officers or directors, of any crime involving moral turpitude.
13
<PAGE>
Background To Development Of The Product
Reach Technologies Inc. began developing its bit error rate tester product line
in 1993. These bit error rate testers are used in satellite ground station
development and operations, testing the quality of products on assembly lines,
and communication systems testing. These products, to be sold by BERT Logic
Inc., provide low cost portable bit error rate testing to the satellite and
communications industries. The products do this by relying on high performance
personal computers, custom hardware developments and innovative ways to provide
real-time data handling capabilities to the non real-time Microsoft Windows 98
environment and in the Windows NT environment.
The technology behind the products was developed internally by Reach
Technologies and has not been published or patented. The technology was
developed when Reach Technologies realized that many bit error rate tester
products were based largely on custom internally developed hardware and software
and did not use commercially available-off-the-shelf parts. Reach Technologies
realized that by leveraging inexpensive personal computer products for most of
their hardware component they could manufacture a competitive line of products
for lower development and production costs. This means that licensed product
line has an advantage over competitors like SyntheSys Research, Inc. and Acterna
Corporation that incur high development and manufacturing costs. By supporting
commercially available-off-the-shelf parts the product line was able to gain a
competitive edge against long established competitors in the industry. All the
bit error rate testers share the same system (hardware and software)
architecture.
About The Product
BERT Logic Inc. feels that the bit error rate testers' competitive advantage
over other products are its relatively low price and its use of commercially
available off the shelf parts that are easily replaced when worn out and covered
by reputable manufactures warranties. The largest impact of the tester product
is that it replaces the more common stand-alone bit error rate tester units
offered by competitors in the market place with a single printed circuit board
card that can be installed in a standard personal computer and a software
package. This reduces the cost and increases the flexibility of the product.
Other technical advantages include the ability to integrate multiple testers
into a single personal computer, collect and correlate statistics between the
testers.
The bit error rate testers are designed for testing data at rates from 0 to 40
Mbps. The bit error rate testers feature a design that supports the generation,
manipulation, and analysis of data. Features, like scheduled operation and
flexible input/output make the bit error rate tester ideal for operational data
collection systems and for system development. The bit error rate tester is
based on the standard Intel personal computer platform running either Windows 98
or Windows NT.
The tester also supports end user programmability through its optional software
development kit. This allows the user direct control over the tester hardware
and the ability to integrate the tester into their specific testing
applications. In order to support this end-user programmability the tester
hardware has a well-defined software interface. The interface uses the Microsoft
Active-X component model, that provides an easy to use, and easy to support
software interface, with the added benefit of being compatible with almost all
the major visual programming languages available today.
14
<PAGE>
Industry Conditions and Competition
BERT Logic Inc. is currently aware several products that compete directly in its
primary target market. In addition to providing a stand-alone turnkey product,
BERT Logic Inc. also provides its product in the form of a printed circuit board
that can be installed in any personal computer. It is possible that another
company could bundle its product with a standard PC platform running Windows to
implement the bit error rate tester to compete directly with BERT Logic Inc.'s
product. BERT Logic Inc. may have to compete with such companies in the future
but believes that its current product has a better hardware design and a much
superior software design and therefore an overall far superior system design
than any existing competitive products. BERT Logic Inc. does not yet know
whether the sale of the product will result in profitability.
Although the product offers low life cycle costs as a result of, reduced
maintenance, and no calibration requirements, there is no guarantee that the
marketplace will conclude that reduced costs are worth not dealing with
established companies already in the marketplace. BERT Logic Inc. recognizes
this fact. To address this possibility, BERT Logic Inc. does not discount other
business opportunities that may be available to it, whether in the form of asset
acquisitions or business combinations. BERT Logic Inc.'s officer and director,
Lance Rudelsheim, may devote a portion of the time he devotes to BERT Logic Inc.
evaluating business opportunities that may be available. BERT Logic Inc. has
had no discussions with any third parties regarding business opportunities. Any
asset acquisition or business combination would likely include the issuance of a
significant amount of BERT Logic Inc.'s common stock, which would dilute the
ownership interest of holders of existing shares of BERT Logic Inc.'s common
stock.
Employees
BERT Logic Inc. is a development stage company and currently has no employees.
BERT Logic Inc. is currently managed by Lance Rudelsheim its only officer and
director. BERT Logic Inc. looks to Mr. Rudelsheim for his entrepreneurial
skills and talents. His experience includes 11 years as entrepreneur providing
computer solutions for clients and servicing computer networks. Mr. Rudelsheim
devotes approximately 60% of his time to BERT Logic Inc.
Management plans to use consultants, attorneys and accountants as necessary and
does not plan to engage any full-time employees in the near future. Once BERT
Logic Inc. completes its marketing plan; its priority will shift to implementing
that plan. The marketing plan would focus on two major goals: identifying the
most likely prospects for installing the bit error rate testers and retaining
one or more qualified individuals to market product to those prospects. BERT
Logic Inc. would hire marketing employees based on the projected size of the
market and the compensation necessary to retain qualified sales employees. A
portion of any employee compensation likely would include the right to acquire
stock in BERT Logic Inc., which would dilute the ownership interest of holders
of existing shares of BERT Logic Inc.'s common stock.
15
<PAGE>
Available Information
BERT Logic Inc. has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 with respect to the common stock offered by
this prospectus. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth in the registration
statement or the exhibits and schedules which are parts of the registration
statement. For further information with respect to BERT Logic Inc. and its
common stock, see the registration statement and the exhibits and schedules
thereto. Any document BERT Logic Inc. files may be read and copied at the
Commission's Public Reference Room located at 450 Fifth Street N.W., Washington
D.C. 20549, and the public reference rooms in New York, New York, and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
about the public reference rooms. BERT Logic Inc.'s filings with the Commission
are also available to the public from the Commission's website at
http://www.sec.gov.
Upon completion of this offering, BERT Logic Inc. will become subject to the
information and periodic reporting requirements of the Securities Exchange Act
and, accordingly, will file periodic reports, proxy statements and other
information with the Commission. Such periodic reports, proxy statements and
other information will be available for inspection and copying at the
Commission's public reference rooms, and the website of the Commission referred
to above.
Plan Of Operation
Results of Operations
During the period from May 31, 2000, (inception) through the two months ended
July 31, 2000, BERT Logic Inc. has engaged in no significant operations other
than organizational activities, acquisition of the rights to market the Reach
Technologies Inc. licensed product line and preparation for registration of its
securities under the Securities Act of 1933. No revenues were received by BERT
Logic Inc. during this period. BERT Logic Inc. anticipates generating revenue
about seven to thirteen months after completion of the current offering.
For the current fiscal year, BERT Logic Inc. anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Securities Act of 1933, and expenses associated with setting up a company
structure to begin implementing its business plan. BERT Logic Inc. expects that
expenses such as state annual report fees, qualifications to do business and the
like, including related attorney fees, will not exceed $965. The costs
associated with filing this registration statement, and BERT Logic Inc.'s
expenses associated with applying for BERT Logic Inc.'s shares to trade on the
OTC bulletin board are not expected to exceed $6,000 and will be expensed. The
extent of these costs will depend primarily on the states in which a market
maker would want BERT Logic Inc.'s shares to be qualified. With respect to
costs of implementing its business plan, it is difficult to estimate BERT Logic
Inc.'s cost of a market analysis. BERT Logic Inc. estimates the total cost of
market analysis, assuming difficulty in gathering information and other
unforeseen difficulties, would not exceed $20,000. BERT Logic Inc. anticipates
that until these procedures are completed, it will not generate revenues, and
may continue to operate at a loss thereafter, depending upon the performance of
the business. BERT Logic Inc. anticipates that expenditures from inception of
the company to the fiscal year end July 2001 will be approximately to $35,000.
Assuming a worst case share subscription scenario under this offering, BERT
Logic Inc. will have $35,000 to cover the above noted anticipated expenditures
of $35,000. Sales staff will be commission based and will therefore be paid out
of sales proceeds. BERT Logic Inc. therefore anticipates having the resources to
support is operations during the next 12 months.
16
<PAGE>
Liquidity and Capital Resources
BERT Logic Inc. remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. Consequently, BERT Logic Inc.'s balance sheet as of July
31, 2000, reflects total assets of $24,444 in the form of cash and the license
agreement with Reach Technologies Inc.
BERT Logic Inc. expects to carry out its plan of business discussed above. In
addition, BERT Logic Inc. may engage in a combination with another business.
BERT Logic Inc. cannot predict the extent to which its liquidity and capital
resources will be diminished prior to the consummation of a business combination
or whether its capital will be further depleted by the operating losses (if any)
of the business entity with which BERT Logic Inc. may eventually combine. BERT
Logic Inc. has not engaged in discussions concerning potential business
combinations and there currently are no business acquisitions that are probable.
BERT Logic Inc. anticipates that cash on hand will meet short-term cash
requirements. The following table illustrates how BERT Logic Inc. has budgeted
its cash on hand over the short-term:
- Printing expenses $2,000
- Attorneys' fees and expenses 6,000
- Accountants' fees and expenses 1,000
- Transfer agent's and registrar's fees and expenses 500
- Working capital 5,500
------
Total cash on hand 15,000
------
BERT Logic Inc. will not expand its operations until sales have occurred and
management feels that budgeted sales can support expansion. BERT Logic Inc.
therefore has no specific long-term capital requirements other than those that
vary with sales. These future costs of sales including product costs and
commissions are payable after the time that BERT Logic Inc. expects to be paid
by its customer. BERT Logic Inc. therefore plans to generate sufficient cash
flow from sales to meet its long-term requirements. Although existing cash and
cash flow from sales is expected to fulfill future capital needs, if sales in
the long term are insufficient, BERT Logic Inc. may need additional capital to
carry out its business plan or to engage in a business combination. In the
event that BERT Logic Inc. requires more capital, no commitments to provide
additional funds have been made by management or other shareholders.
Accordingly, there can be no assurance that any additional funds will be
available on terms acceptable to BERT Logic Inc. or at all.
Description Of Property
BERT Logic Inc. currently maintains limited office space, occupied by Mr.
Rudelsheim, for which it pays no rent. Its address is Unit 130 - 2188 No. 5 Rd,
Richmond, British Columbia V6X 2T1, CANADA, and its phone number is (604) 276
8324. The office space is leased by Microtech Service Corporation, a company
controlled by the Director of BERT Logic IncBERT Logic Inc. does not believe
that it will need to obtain additional office space at any time in the
foreseeable future until its business plan is more fully implemented, at which
time it may need office facilities. It is intended that any such facilities
would be subleased from extra space currently leased by Microtech Service
Corporation.
17
<PAGE>
Certain Relationships And Related Transactions
No director, executive officer or nominee for election as a director of BERT
Logic Inc., and no owner of five percent or more of BERT Logic Inc.'s
outstanding shares or any member of their immediate family has entered into or
proposed any transaction in which the amount involved exceeds $60,000.
Market For common Equity And Other Shareholder Matters
No established public trading market exists for BERT Logic Inc.'s securities.
BERT Logic Inc. has no common equity subject to outstanding purchase options or
warrants. BERT Logic Inc. has no securities convertible into its common equity.
There is no common equity that could be sold pursuant to Rule 144 under the
Securities Act or that BERT Logic Inc. has agreed to register under the
Securities Act for sale by shareholders. Except for this offering, there is no
common equity that is being, or has been publicly proposed to be, publicly
offered by BERT Logic IncThe principal operations of BERT Logic Inc. have not
yet commenced.
BERT Logic Inc. has 5,000,000 shares of common stock issued and outstanding, all
of which were issued to BERT Logic Inc.'s president and sole director on May 31,
2000 at $0.002 per share. All stock was issued based on a valuation by the
Board of Directors. No sale of BERT Logic Inc.'s common stock has ever been
sold from one investor to another.
Upon effectiveness of the registration statement that includes this prospectus,
1.0 million shares of BERT Logic Inc. will be eligible for sale from BERT Logic
Inc.'s treasury.
To date BERT Logic Inc. has not paid any dividends on its common stock and does
not expect to declare or pay any dividends on its common stock in the
foreseeable future. Payment of any dividends will depend upon BERT Logic Inc.'s
future earnings, if any, its financial condition, and other factors as deemed
relevant by the Board of Directors.
Executive Compensation
No officer or director has received any remuneration from BERT Logic Inc.
Although there is no current plan in existence, it is possible that BERT Logic
Inc. will adopt a plan to pay or accrue compensation to its officers and
directors for services related to the implementation of BERT Logic Inc.'s
business plan. BERT Logic Inc. has no stock option, retirement, incentive,
defined benefit, actuarial, pension or profit-sharing programs for the benefit
of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future. BERT Logic Inc.
has no employment contract or compensatory plan or arrangement with any
executive officer of BERT Logic Inc. The Directors currently do not receive any
cash compensation from BERT Logic Inc. for their service as members of the Board
of Directors. There is no compensation committee, and no compensation policies
have been adopted.
18
<PAGE>
INDEX TO FINANCIAL STATEMENTS
BERT Logic Inc.
(A Development Stage Company)
MAY 31, 2000 (DATE OF INCEPTION) TO JULY 31, 2000
<TABLE>
<CAPTION>
<S> <C>
Independent Auditor's Report. . . . . F-2 to F-3
Balance Sheet . . . . . . . . . . . . F-4
Statement of Operations . . . . . . . F-5
Statement of Cash Flows . . . . . . . F-6
Statement of Stockholders' Equity . . F-7
Notes to the Financial Statements . . F-8 to F-9
</TABLE>
F-1
<PAGE>
JAMES STAFFORD ========== Chartered Accountant ==== An Incorporated Professional
AUDITOR'S REPORT
TO THE SHAREHOLDER OF
BERT LOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
I have audited the balance sheet of BERT LOGIC, INC. as at July 31, 2000 and the
statements of operations and deficit and cash flows for the period from the date
of incorporation on May 31, 2000 to July 31, 2000. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
In my opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at July 31, 2000 and the
results of its operations and its cash flows for the period from the date of
incorporation on May 31, 2000 to July 31, 2000 in accordance with generally
accepted accounting principles.
/s/ James Stafford
Vancouver, Canada CHARTERED ACCOUNTANT
August 2, 2000
COMMENTS BY AUDITOR FOR U.S. READERS ON
CANADA - U.S. REPORTING CONFLICT
THE PRECEDING OPINION IS EXPRESSED IN ACCORDANCE WITH STANDARDS OF REPORTING
ESTABLISHED AND GENERALLY ACCEPTED IN CANADA. HAD THE REPORT BEEN PREPARED IN
ACCORDANCE WITH UNITED STATES REPORTING STANDARDS, MY REPORT ON THE FINANCIAL
STATEMENTS WOULD HAVE CONTAINED THE FOLLOWING EXPLANATORY PARAGRAPH AFTER THE
OPINION PARAGRAPH:
========================
Suite 210, 560 Beatty Street, Vancouver, BC, Canada, V6B 2L3
TELEPHONE (604) 669-0711 FAX (604) 669-0754 E-MAIL [email protected]
F-2
<PAGE>
TO THE SHAREHOLDER OF
BERT LOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
PAGE TWO
The accompanying financials statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from operations and has a
deficit, which raises substantial doubt about its ability to continue as a going
concern. Until it achieves a continuous profitable level of operations, the
Company may be dependent upon management obtaining sufficient financing to allow
the Company to meet its objectives. This raises substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result form the outcome of this uncertainty.
/s/ James Stafford
Vancouver, Canada CHARTERED ACCOUNTANT
August 2, 2000
F-3
<PAGE>
<TABLE>
<CAPTION>
BERT LOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
(Expressed in U.S. dollars)
AS AT JULY 31, 2000
============================================================================
ASSETS
<S> <C>
CURRENT ASSETS
Cash $15,000
CAPITAL ASSET
License (Note 3) 9,444
--------
$24,444
============================================================================
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 4,228
DUE TO SHAREHOLDER (Note 4) 15,000
--------
19,228
--------
SHAREHOLDER'S EQUITY
Capital Stock (Note 5)
Authorized
20,000,000 preferred shares with a par value of $.001 per share
100,000,000 common shares with a par value of $.001 per share
Issued
5,000,000 common shares with a par value of $.001 per share 5,000
Additional paid-in capital 5,000
Deficit (4,784)
--------
5,216
--------
$24,444
============================================================================
</TABLE>
ON BEHALF OF THE BOARD:
/s/ Lance Rudelsheim Director
----------------------
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
BERT LOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations and Deficit
(Expressed in U.S. dollars)
FOR THE PERIOD FROM THE DATE OF INCORPORATION ON
MAY 31, 2000 TO JULY 31, 2000
========================================================================
EXPENSES
<S> <C>
Amortization $ 556
Professional fees 4,228
--------
4,784
--------
NET LOSS FOR THE PERIOD, BEING DEFICIT, END OF PERIOD $(4,784)
========================================================================
LOSS PER SHARE $(0.001)
========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
BERT LOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
(Expressed in U.S. dollars)
FOR THE PERIOD FROM THE DATE OF INCORPORATION ON
MAY 31, 2000 TO JULY 31, 2000
===========================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net loss for the period $ (4,784)
Item not affecting cash
Amortization of capital asset 556
---------
(4,228)
Changes in non-cash working capital items
Accounts payable and accrued liabilities 4,228
---------
-
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital asset (10,000)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Due to shareholder 15,000
Issuance of capital stock 5,000
Additional paid-in capital on capital stock 5,000
---------
25,000
---------
INCREASE IN CASH, BEING CASH END OF PERIOD $ 15,000
==========================================================================
CASH PAID DURING THE PERIOD FOR INTEREST $ -
==========================================================================
CASH PAID DURING THE PERIOD FOR INCOME TAXES $ -
==========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
BERT LOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
(Expressed in U.S. dollars)
July 31, 2000
1. NATURE OF OPERATIONS
The Company was incorporated under the laws of the state of Washington on
May 31, 2000. On May 31, 2000 the Company entered into a licensing
agreement with Reach Technologies, Inc. a Canadian Corporation. The
agreement allows the Company to sell a Bit Error Rate Tester product line
in the Northeastern United States.
These financial statements have been prepared in accordance with Canadian
generally accepted accounting principles with the assumption that the
Company will be able to realize its assets and discharge its liabilities in
the normal course of business rather than through a process of forced
liquidation. Continued operations of the Company are dependent on the
Company's ability to receive continued financial support, complete public
equity financing, or generate profitable operations in the future.
2. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions which affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amount of revenue and
expenses during the reporting period. Actual results may differ from these
estimated amounts.
FINANCIAL INSTRUMENTS
Financial instruments are initially recorded at historical costs. If
subsequent circumstances indicate that a decline in fair value of a
financial instrument is other than temporary, the financial asset is
written-down to its fair value.
CAPITAL ASSET
The license is amortized over three years commencing on May 31, 2000.
LOSS PER SHARE
Loss per share is calculated using the weighted average number of shares
outstanding during the period. For the period from the date of
incorporation on May 31, 2000 to July 31, 2000, the weighted average number
of common shares outstanding was 5,000,000.
F-7
<PAGE>
BERT LOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
(Expressed in U.S. dollars)
July 31, 2000
================================================================================
3. CAPITAL ASSET
On May 31, 2000, the Company acquired, from Reach Technologies, Inc., the
right to market and sell the Bit Error Rate Tester product line (the
"License") in Washington DC, West Virginia, Maryland, Pennsylvania, New
York, Connecticut, Massachusetts, Vermont, New Hampshire, Maine, Ohio,
Kentucky and Tennessee. The License period is from May 31, 2000 to May 31,
2003. The licensed product consists of 0 to 40 Megabit per second Bit Error
Rate Testers that are configured for laboratory and onsite use. Models
consist of laboratory, rack mount and portable versions.
Reach Technologies, Inc. maintains the right to set the pricing of the
licensed products.
The Company acquired the License at a cost of $10,000.
======================================================================
ACCUMULATED
COST AMORTIZATION NET BOOK VALUE
----------------------------------------------------------------------
License $ 10,000 $ 556 $ 9,444
======================================================================
4. DUE TO SHAREHOLDER
Amounts due to shareholder are non-interest bearing, unsecured and have no
fixed terms of repayment.
5. CAPITAL STOCK
======================================================================
AMOUNT
----------------------------------------------------------------------
Authorized
20,000,000 preferred shares with a par value of $0.001 each
100,000,000 common shares with a par value of $0.001 each
Issued
5,000,000 common shares $ 5,000
---------
Balance as at July 31, 2000 $ 5,000
======================================================================
F-8
<PAGE>
BERT LOGIC, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
(Expressed in U.S. dollars)
July 31, 2000
================================================================================
6. UNITED STATES GENERALLY ACCEPTED ACCOUNTING POLICIES
These financial statements have been prepared in accordance with generally
accepted accounting principles in Canada. These financial statements also
comply, in all material aspects, with accounting principles generally
accepted in the United States and the rules and regulations of the
Securities and Exchange Commission.
F-9
<PAGE>
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
James Stafford Chartered Accountant has served as BERT Logic Inc.'s independent
auditor since inception, and BERT Logic Inc. has not had any dispute with James
Stafford Chartered Accountant over accounting or financial disclosure.
19
<PAGE>
PROSPECTUS
___________ __, 2000
BERT LOGIC INC.
3650 W. 30TH AVE
VANCOUVER, BRITISH COLUMBIA V6S 1W8, CANADA
(604) 454-8377
2,300,000 Shares of Common Stock
to be sold by current shareholders
BERT Logic Inc. has not authorized any dealer, salesperson or other person to
give you written information other than this prospectus or to make
representations as to matters not stated in this prospectus. You must not rely
on unauthorized information. This prospectus is not an offer to sell these
securities or a solicitation of your offer to buy the securities in any
jurisdiction where that would not be permitted or legal. Neither the delivery of
this prospectus nor any sales made hereunder after the date of this prospectus
shall create an implication that the information contained herein or the affairs
of BERT Logic Inc. have not changed since the date hereof.
Until _____________ ___, 2000 (90 days after the date of this prospectus), all
dealers that effect transactions in these shares of common stock may be required
to deliver a prospectus. This is in addition to the dealer's obligation to
deliver a prospectus when acting as an underwriter and with respect to their
unsold allotments or subscriptions.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Washington State law, a corporation may indemnify an individual made
a party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if the individual acted in good faith; and
he or she reasonably believed that, in the case of conduct in the individual's
official capacity with the corporation, his or her conduct was in its best
interests; in cases not involving his or her official capacity, his or her
conduct was at least not opposed to its best interests; and in the case of any
criminal proceeding, he or she had no reasonable cause to believe the conduct
was unlawful. A corporation is prohibited from indemnifying a director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation, in connection with any other
proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which the director was
adjudged liable on the basis that personal benefit was improperly received by
the director.
The articles of BERT Logic Inc., filed as Exhibit 3.1, provide that BERT Logic
Inc. will indemnify its directors to the full extent permitted under Washington
state law. The bylaws of BERT Logic Inc., filed as Exhibit 3.2, provide that
BERT Logic Inc. will indemnify and hold harmless each person who was, is or is
threatened to be made a party to or is otherwise involved in any threatened
proceedings by reason of the fact that he or she is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another entity,
against all losses, claims, damages, liabilities and expenses actually and
reasonably incurred or suffered in connection with such proceeding.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All of the following expenses will be borne by BERT Logic Inc. The amounts set
forth are estimates except for the SEC registration fee:
<TABLE>
<CAPTION>
<C> <S> <C>
- SEC registration fee $ 10.56
- Printing expenses 2,000.00
- Attorneys' fees and expenses 6,000.00
- Accountants' fees and expenses 1,000.00
- Transfer agent's and registrar's fees and expenses 500.00
- Miscellaneous 1,000.00
----------
Total $10,510.56
----------
</TABLE>
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of BERT Logic
Inc.'s securities without registration since its formation. No such sales
involved the use of an underwriter and no commissions were paid in connection
with the sale of any securities.
a. On May 31, 2000, BERT Logic Inc. issued a total of 5,000,000 shares
of common stock to Lance Rudelsheim. The issuance of the common stock was exempt
from registration under Regulation S. Lance Rudelsheim was not a resident or
citizen of the U.S. at the time it received the offer to purchase and at the
closing of the purchase of the stock, and did not acquire the stock for the
account or benefit of any U.S. person. Lance Rudelsheim agreed to resell such
securities only in accordance with the provisions of Regulation S, pursuant to
registration, or pursuant to an available exemption from registration. The
stock contains a legend to the effect that transfer is prohibited except in
accordance with the provisions of Regulation S, pursuant to registration, or
pursuant to an available exemption from registration. BERT Logic Inc. will
refuse to register any transfer of the Stock not made in accordance with the
provisions of Regulation S, pursuant to registration, or pursuant to an
available exemption from registration. The issuance of the shares was also
exempt from registration under Rule 506 of Regulation D, and sections 3(b) and
4(2) of the Securities Act of 1933, as amended, due to Mr. Rudelsheim's status
as the founder and initial management of BERT Logic Inc. and his status as an
accredited investor, and the limited number of investors (one).
ITEM 27. EXHIBITS.
Exhibit Name Page
Number
3.1* Articles of Incorporation
3.2* Bylaws
4.1* Specimen Share of Common Stock
5.1 Opinion re: Legality
10.1* License Agreement
23.1* Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27.1* Financial Data Schedule
*Previously filed.
<PAGE>
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
<PAGE>
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Province of British Columbia, CANADA, on
November 14, 2000.
BERT LOGIC INC.
/s/ Lance Rudelsheim
----------------------
By Lance Rudelsheim
Its President
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Lance Rudelsheim President, Secretary, Treasurer, and Director
----------------------
Lance Rudelsheim November 14, 2000
<PAGE>
