U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended March 31, 2005.

Commission file number: 33-89384-LA

                        PROLOGIC MANAGEMENT SYSTEMS, INC.
                 (Name of small business issuer in its charter)

           Arizona                                         86-0498857
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


    4633 E. Broadway Blvd., #110, Tucson, Arizona              85711
     (Address of principal executive offices)                (Zip Code)

                    Issuer's telephone number (520) 955-4748.


Securities registered under Section 12(g) of the Exchange Act:

               Common Stock and Warrants to Purchase Common Stock

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X];
No [ ].

Check if disclosure of delinquent filers pursuant to Item 405 of Regulations S-B
is not contained in this form, and no disclosure will be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The Issuer's had no revenue for its most recent fiscal year.

As of June 1, 2005, the aggregate market value of 5,503,993 shares of voting
stock held by non-affiliates of the issuer (calculated using the reported
closing sale price of the common stock on the OTC Bulletin Board) was $110,080.
This calculation does not reflect a determination that certain persons are
affiliates of the registrant for any other purposes.

Number of shares of common stock outstanding on March 31, 2005 was 7,275,048.

Transitional Small Business Disclosure Format: Yes [ ]; No [X].

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None

<PAGE>


                                     PART I

RECENT DEVELOPMENTS


Dissolution of BASIS, Inc.
--------------------------

     Effective March 24, 2005, the Corporate Charter of BASIS, Inc., a wholly
owned subsidiary of the Company, was dissolved administratively by the Arizona
Corporation Commission for the failure to file an annual report. Such action was
anticipated as reported in the Company's 10QSB report filed for the period
ending December 31, 2004. At the time of dissolution BASIS, Inc. ("BASIS"), was
not conducting any business and had not conducted any business for over one
year. All of the substantive, tangible and intangible assets of BASIS and Solid
Systems, an operating division of BASIS, had been seized and foreclosed upon by
a secured creditor on or about February 24, 2004 leaving approximately
$3,000,000 of debt having been incurred by BASIS, Inc. with no assets from which
payment could be made. By law, upon the dissolution of a corporation the
ownership of any assets of the corporation pass, in trust, to its shareholders
to be held and used to pay creditors of the dissolved corporation. Upon the
dissolution of BASIS no assets passed to the Company because BASIS had no
assets. The Company does not otherwise hold any assets of BASIS.

     BASIS, Inc. operated as distinctly separate entity with Solid Systems
operating as a division of BASIS, Inc. The obligations of BASIS were based on
services and products provided directly to BASIS and/or Solid Systems. Further,
management is unaware of any transfers of any of these products or services to
Prologic Management System, Inc. Management is unaware of any agreements and/or
guarantees that were provided by Prologic Management Systems, Inc. Consequently,
management does not believe that a creditor of BASIS would be successful in
asserting that the Company is to use any assets held by the Company to pay a
claim owed a creditor of BASIS. The Company will contest any assertion that it
has liability for the debt obligations of BASIS.

     As of March 31, 2005, subsequent to the dissolution of BASIS, the Company
will have remaining approximately $1,358,000 of liabilities and obligations to
third parties. The Company continues to negotiate its obligations with the
individual creditors. In addition, the Company is reviewing its options for
reorganization under the United States Bankruptcy Code. Should these obligations
be settled in liquidation or otherwise, the ultimate settlement amounts could
vary significantly from the carrying value of the obligations. The carrying
value of the obligations at March 31, 2005, represent management's estimate of
the obligation amounts considering the original liability and considers other
factors such as potential methods of settling the obligation based on
communications with the creditors. (See Liquidity and Capital Resources and
Footnotes to Financial Statements).

                                       2
<PAGE>


ITEM 1. BUSINESS

General
-------

     Prologic Management Systems, Inc. (the "Company") is an Arizona corporation
founded in 1984. As reported for the prior fiscal year, the Company and its
wholly owned subsidiary, BASIS, Inc., were subject to foreclosure action in
February of 2004. Prior to the foreclosure action, the Company provided systems
integration services, technology products and related services through it's
wholly owned subsidiary, BASIS, Inc. which had established sales and/or
integration offices in Tucson, Arizona (BASIS), Emeryville, California (BASIS),
Scottsdale, Arizona (BASIS), Portland, Oregon (BASIS), Houston, Texas (Solid
Systems, a division of BASIS), Austin, Texas (Solid Systems, a division of
BASIS), Dallas, Texas (Solid Systems, a division of BASIS), and New Orleans,
Louisiana (Solid Systems, a division of BASIS). The assets located at these
operating offices were taken under the foreclosure action.

     As a result of this foreclosure, the Company ceased to have any operating
business or sources of revenue. Management is reviewing options regarding the
solvency and creditor issues facing the Company as well as looking at potential
business opportunities that may be appropriate for the Company's long-term
growth strategy.

     As of the date of this filing, the Company has no operations and no sources
of revenue. The Company does not have any current agreements or plan to replace
the assets or business units taken under the foreclosure action in the prior
fiscal year.

     The Company's corporate office is located at 4633 E. Broadway Blvd., Suite
110, Tucson, Arizona 85711 and its telephone number is (520) 955-4748.

         All of the information provided herein regarding the operations and the
financial performance of the Company are provided for historical and financial
reporting purposes. The operations and the respective performance for the fiscal
year ending March 31, 2005, as well as prior fiscal years, will provide no basis
for any future activities.


Employees
---------

     As of March 31, 2005, the Company had one employee serving as President and
Chief Executive Officer.

                                       3
<PAGE>


ITEM 2. PROPERTIES

     The Company's administrative and accounting records are located in Tucson,
Arizona in a storage facility consisting of approximately 300 square feet under
a month-to-month lease.

     If the Company were to require additional or alternate space within the
next twelve months, the Company believes that space sufficient to meet its
requirements will be available on commercially reasonable terms.


ITEM 3. LEGAL PROCEEDINGS

     As previously reported, on August 1, 2000, certain holders of the Company's
Series B Convertible Preferred Stock filed an action in the Arizona Superior
Court, Pima County (Pace Investment Co., Inc., et al. v. Prologic Management
Systems, Inc., CV 20003999). The Company filed a counterclaim against the
Plaintiffs, petitioning the court to, amongst other things, affirm the Company's
position and deny the Plaintiffs' claims. The parties have dismissed all claims
without prejudice and intend to resolve the dispute without the aide of the
courts.

     Holualoa Butterfield Industrial LLC v. Prologic Management Systems, Inc.,
C20035918, Superior Court for the State of Arizona in and for the County of
Pima, filed October 23, 2003. A complaint was filed by Holualoa against Prologic
to collect approximately $194,000 allegedly owed by Prologic for the lease of
office space in Tucson, Arizona. The plaintiff requested from the court an Entry
of Default and it was granted on March 11, 2004 for a total amount of $196,028,
which includes costs and legal fees of $5,898.

     Avnet Computer Marketing Group v. Prologic Management systems, Inc.,
C20032814, Superior Court for the State of Arizona in and for the County of
Pima, filed May 19, 2003. A complaint was filed by Avnet against Prologic to
collect approximately $150,000 owed to Avnet. Prologic did not deny this debt
and agreed to a stipulated judgment for the full debt owed in this matter. An
Entry of Default was granted on January 13, 2004 for a total amount of $150,522,
which includes costs and legal fees of $212.

     Nextera Business Performance Group, Inc. v. Prologic Management Systems,
Inc., MICV2003-05209-H, Superior Court, Commonwealth of Massachusetts, Middlesex
County, filed December 23, 2003. A complaint was filed by Nextera against
Prologic to collect approximately $80,000 owed by Prologic under the terms of a
promissory note. On April 14, 2004, the plaintiff requested from the court an
Entry of Default. An Entry of Default was granted on May 28, 2004 for a total
amount of $85,340, which includes interest of $17,340.

     The Company acknowledges the possibility that creditors, vendors and/or
former employees in the future may file additional lawsuits as a result of the
foreclosure and the cessation of business operations.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SHAREHOLDERS

     No matters were submitted to a vote of security holders during the quarter
ended March 31, 2005.

                                       4
<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company completed its initial public offering on March 15, 1996 at a
price of $5.00 per share of Common Stock and $0.125 per Warrant (each warrant
entitling the holder to purchase one share of common stock at an exercise price
of $6.00). The Company's common stock warrants expired unexercised in the fiscal
year ended March 31, 1999. The Company's securities were delisted from trading
on the NASDAQ Small Cap Market and the Boston Stock Exchange in August 1998,
following which trading of the Company's common stock has continued to be
conducted on the non-NASDAQ over-the-counter ("OTC") market, under the symbol
PRLO. Trading of the Company's common stock in the OTC market has been sporadic
and generally at very low reported daily volumes. Until the Company's stock
began trading on the OTC Bulletin Board, there had been no active market for the
Company's common stock since it was delisted from the NASDAQ Small Cap Market in
August 1998.

     The table below represents the high and low bid prices for the Company's
common stock, as reported by the National Quotation Bureau, for the quarters
ended June 30, 2003 through March 31, 2005. The quotations shown represent
inter-dealer prices without adjustment for retail mark-ups, mark downs or
commissions, and may not necessarily reflect actual transactions.

                                                          Common Stock
     Quarter Ended                                   High               Low
     -------------                                  -------           --------

     June 30, 2003                                   $0.30             $0.11
     September 30, 2003                              $0.20             $0.12
     December 31, 2003                               $0.30             $0.04
     March 31, 2004                                  $0.05             $0.01
     June 30, 2004                                   $0.07             $0.04
     September 30, 2004                              $0.04             $0.025
     December 31, 2004                               $0.03             $0.014
     March 31, 2005                                  $0.03             $0.011


     As of March 31, 2005, there were approximately 200 shareholders of record
of the Company's common stock. The Company has neither declared nor paid cash
dividends on its common stock in the past, and currently intends to retain any
earnings for use in the business and does not anticipate paying any cash
dividends on its common stock in the foreseeable future. During the fiscal year
ended March 31, 2005, no dividends were paid to holders of the Company's Series
A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock.

                                       5
<PAGE>


Recent Sales of Unregistered Securities
---------------------------------------

     Fiscal Year Ended March 31, 2005
     --------------------------------

          1.   None.


     Fiscal Year Ended March 31, 2004
     --------------------------------

          1.   None.


                                       6
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION & ANALYSIS OR PLAN OF OPERATIONS


General
-------

     Statements contained in this Annual Report on Form 10-KSB, which are not
purely historical, are "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, Section 21E of the U.S.
Securities Exchange Act of 1934, as amended and the Securities Litigation Reform
Act of 1995, including but not limited to statements regarding the Company's
expectations, hopes, beliefs, intentions or strategies regarding the future.
Action results could differ materially from thoseprojected in any
forward-looking statements as a result of a number of factors, including those
detailed in "Risk Factors" below and elsewhere in this Annual Report on Form
10-KSB. The forward-looking statements are made as of the date hereof, and the
Company assumes no obligation to update the forward-looking statements, or to
update the reasons why actual results could differ materially from those
projected in the forward-looking statements.


Introduction
------------

     Prior to the foreclosure action in February of 2004, the Company provided
systems integration services, technology products and related services. The
majority of the Company's revenues were generated from systems integration and
related product sales. However, as a result of this foreclosure, the Company
ceased to have business operations. The discussion should be read in conjunction
with and is qualified in its entirety by the Consolidated Financial Statements
of the Company and Notes thereto.

     The Company's securities were delisted from both the NASDAQ Stock Market
and the Boston Stock Exchange in August 1998. Delisting resulted from the
Company's failure to maintain the minimum net tangible asset requirement of the
NASDAQ Stock Market. Trading of the Company's securities may continue to be
conducted on the OTC Electronic Bulletin Board or in the non-NASDAQ
over-the-counter market. As a result, a holder of the Company's securities may
find it more difficult to dispose of, or to obtain accurate quotations as to the
market value of, the Company's securities. In addition, purchases and sales of
the Company's securities may be subject to Rule 15g-9 (the "Rule") promulgated
by the Securities and Exchange Commission (the "SEC"). The Rule imposes various
sales practice requirements on broker-dealers who sell securities governed by
the Rule to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5 million or individuals with
a net worth in excess of $1 million or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the Rule, the
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale. Consequently, the Rule may have an adverse effect on the ability of
broker-dealers to sell the Company's securities and may affect the salability of
the Company's securities in the secondary market.

     The SEC has also adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks generally are
equity securities with a price less than $5.00 per share, other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system. With the Company's securities delisted from the NASDAQ Small Cap Market,
they may come within the definition of penny stocks because the trading price of
the Company's common stock is currently below the $5.00 per share threshold. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not exempt from the rules, to deliver a standardized document prepared by
the SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer must also provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information must be given to the customer prior to
effecting the transaction. These disclosure requirements may have the effect of
reducing the level of trading activity in the secondary market for a stock that
becomes subject to the penny stock rules.

                                       7
<PAGE>


Plan of Operations
------------------

     In light of the foreclosure action and subsequent dissolution of BASIS,
Inc., the management focus is on trying to restructure the remaining debt on the
balance sheet with the intent of converting a significant amount of the debt to
equity. If this can be accomplished effectively and in a reasonable period of
time, management would then consider the acquisition or merger with one or more
companies, which would be a good candidate for the public entity. Currently, the
board intends to work with existing shareholders in order to achieve these
goals. However, it is likely that in conjunction with any such suitable
acquisition or merger, the Company would likely need to raise capital to provide
the necessary working capital for the consolidated entity. The Company has no
commitments at this time from third parties for any such financing and/or any
acquisitions or mergers.


Risk Factors
------------

     An investment in the Company should be considered speculative, and to a
high degree of risk. In addition to the other information contained in the
Annual Report on Form 10-KSB, prospective investors should carefully consider
the following risk and speculation factors:

Unproven Plan of Operations. As a consequence of the change of control of the
Registrant in March of 2004 and the foreclosure on the business assets and
operations in the prior fiscal year, all efforts that were previously initiated
in an attempt to develop a viable systems integration business have been
abandoned at this time. In place thereof, the Company has adopted as a new plan
of operations the strategy of reorganizing the Company's creditors and then
attracting capital based on a new business operation. To date, the Company has
no agreements or plans to acquire any new business operations. In the near term,
the Company is focusing on continued timely SEC reporting and working with
creditors. There can be no assurance that the intended business and operations
of the Company will be successful. Any future success that the Company might
enjoy will depend on many factors including factors which may be beyond the
control of the Company, or which cannot be predicted at this time. The Company
may encounter unforeseen difficulties or delays in the implementation of its
plan of operations. There can be no assurance that such difficulties or delays
will not have a material adverse effect upon the financial condition, business
prospects and operations of the Company and the value of an investment in the
Company. The value of an investment in the Company can also be adversely
affected by a number of external factors, such as conditions prevailing in the
securities markets and/or the economy generally. Consequently, an investment in
the Company is highly speculative and no assurance can be given that purchasers
of the Company's securities will realize any return on their investment or that
purchasers will not lose their entire investment.

Issuance of Additional Securities. The Company may be required to issue
additional shares of Common Stock to raise capital and/or satisfy existing
creditors. The Company may need to issue additional shares of Common Stock in
connection with a prospective acquisition, in lieu of wages and services
provided to the Company, upon exercise of stock option grants, or for another
corporate purpose. Issuance of additional shares of Common Stock would result in
dilution of the percentage interest in the Company's Common Stock of all
stockholders ratably, and might result in dilution in the book value of a share
of the Company's Common Stock, depending on the price and other terms on which
the additional shares are issued.

                                       8
<PAGE>


Lack of Operating Capital. The Company does not have adequate working capital to
execute it's current short term operating plans and is dependant on receiving
capital and/or assistance from several of the Company's stockholders. Continued
support from the shareholders is critical to the effective reorganization
efforts of the Company and without this support, it is doubtful the Company
would be able to execute its short-term plans.


Results of Operations
---------------------

     General and Administrative. General and administrative expenses were
$173,012 for the fiscal year ended March 31, 2005, as compared to $111,282 for
the same period of the prior fiscal year. The increase in these expenses is
attributable to the foreclosure and subsequent creditor re-organization efforts
during the current fiscal year. The Company expects general and administrative
expenses to increase if it is successful in reorganizing the creditors, raising
capital and executing a new business plan or completing an acquisition. (See
Plan of Operations).

     Operating Income (Loss). Operating loss was $173,012 for the fiscal year
ended March 31, 2005, as compared to a loss of $111,282 for the same period of
the prior fiscal year. The increase in the operating loss is attributable to the
foreclosure and subsequent creditor re-organization efforts during the current
fiscal year.

     Interest Expense and Other Expense (Income). Interest expense and other
expense (income) for the prior fiscal year ended March 31, 2004 was $544,597.
The decrease is due to the Company's insolvency. Due to the Company's financial
insolvency, no interest expense was accrued for the current fiscal year. In the
prior fiscal year, interest was incurred on approximately $10 million in notes
payable and other short term obligations.

     Income (Loss) from Continuing Operations. The loss from continuing
operations for the fiscal year ended March 31, 2005 was $173,012 as compared to
$655,879 for the same period of the prior fiscal year. The loss from continuing
operations is composed primarily of interest incurred on the approximately
$10.25 million in notes payable and advances payable to GE Access and other
short-term obligations.

     Income (Loss) from Discontinued Operations. For the fiscal year ended March
31,  2004,  the  Company  reported  a  loss  from  discontinued   operations  of
$1,031,134,a  gain from disposal of assets in discontinued  business segments of
$8,705,832  and a total gain from  discontinued  operations  of  $7,674,698.  In
connection with the corporate  dissolution of Basis,  Inc, the Company  reported
debt  extinguishment  income of  $2,757,617  for the fiscal year ended March 31,
2005.

     Income Taxes. The Company had no income tax expense for the fiscal years
ended March 31, 2005 and 2004. As of March 31, 2005, the Company had federal net
operating loss carryforwards of approximately $11,500,000 (See Note 5 to the
Consolidated Financial Statements for a further discussion of the loss
carryforwards). The utilization of net operating loss carryforwards may be
significantly limited as determined pursuant to applicable provisions of the
Internal Revenue Code and U.S. Treasury regulations thereunder.

                                       9
<PAGE>


     Net Income (Loss). The Company had net income of $2,584,605, or $0.34 per
share, for the fiscal year ended March 31, 2005, as compared to net income of
$7,018,818, or $0.95 per share, for the same period of the prior fiscal year.
The income was a result of the one-time gain on the reduction in debt related to
the dissolution of the Company's former subsidiary BASIS, Inc.


Liquidity and Capital Resources
-------------------------------

(See Recent Developments - Dissolution of BASIS, Inc.)

     Historically the Company has been unable to generate sufficient internal
cash flows to support operations, and has been dependent upon outside capital
sources to supplement cash flow. New equity investments, lines of credit and
other borrowings, and credit granted by its suppliers have enabled the Company
to sustain operations over the past several years. In August 1998, the Company
failed to meet the "continued listing criteria" established by NASDAQ and the
Company's securities were delisted from the NASDA Small Cap Market. The
subsequent lack of shareholder liquidity in the Company's securities has
materially adversely affected the Company's ability to attract equity capital.

     During the fiscal year, the Corporate Charter of BASIS, Inc.("BASIS"), a
wholly owned subsidiary of the Company, was dissolved administratively by the
Arizona Corporation Commission for the failure to file an annual report. At the
time of dissolution, BASIS was not conducting any business and had not conducted
any business for over one year. All of the substantive, tangible and intangible
assets of BASIS and Solid Systems, an operating division of BASIS, had been
seized and foreclosed upon by a secured creditor on or about February 24, 2004
leaving approximately $3,000,000 of debt having been incurred by BASIS. with no
assets from which payment could be made. By law, upon the dissolution of a
corporation the ownership of any assets of the corporation pass, in trust, to
its shareholders to be held and used to pay creditors of the dissolved
corporation. Upon the dissolution of BASIS no assets passed to the Company
because BASIS had no assets. The Company does not otherwise hold any assets of
BASIS.

     BASIS operated as a distinctly separate entity with Solid Systems operating
as a division of BASIS The obligations of BASIS were based on services and
products provided directly to BASIS and/or Solid Systems. Further, management is
unaware of any transfers of any of these products or services to Prologic
Management Systems, Inc. Management is unaware of any agreements and/or
guarantees that were provided by Prologic Management Systems, Inc. Consequently,
management does not believe that a creditor of BASIS would be successful in
asserting that the Company is to use any assets held by the Company to pay a
claim owed a creditor of BASIS. The Company will contest any assertion that it
has liability for the debt obligations of BASIS.

     Consequently, management does not believe that a creditor of BASIS would be
successful in asserting that the Company is to use any assets held by the
Company to pay a claim owed a creditor of BASIS. The Company will contest any
assertion that it has liability for the debt obligations of BASIS.

     At March 31, 2005, the Company had a working capital deficit of
approximately $2,084,000 versus a deficit of approximately $3,869,000 at March
31, 2004. The cash balance at March 31, 2005 was $341. As a result, the Company
is evaluating the alternatives of reorganizing the creditors on a voluntary
basis and/or having to place the Company under the protection of the Federal
Bankruptcy Code.

     As a result of the working capital deficit and other factors, the Company's
independent certified public accountants have expressed substantial doubt about
the Company's ability to continue as a going concern.

                                       10
<PAGE>


     Cash used by continuing operations for the fiscal year ended March 31, 2005
was approximately $1,200 compared to cash used by continuing operations of
$417,000 in fiscal 2004. Cash provided by discontinued operations for the fiscal
year ended March 31, 2004 was approximately $96,000. Total net cash used in
operating activities for the fiscal year ended March 31, 2005 was approximately
$1,200 compared to cash used by operating activities of $321,000 in fiscal 2004.
The decrease in cash used for fiscal 2005 was primarily due to cessation of
business operations related to BASIS, and its operating division, Solid Systems
in the prior fiscal year. Cash used in investing activities was approximately
$3,000 for the fiscal year ended March 31, 2004. The decrease was due to the
cessation of business operations related to BASIS, and its operating division,
Solid Systems in the prior fiscal year. Cash provided by financing activities
for the fiscal year ended March 31, 2004 was approximately $109,000 for the
fiscal year ended March 31, 2004. The decrease was due to the cessation of
business operations related to BASIS, and its operating division, Solid Systems
in the prior fiscal year.

     During fiscal year 2000, the Company authorized a class of securities
designated Series C 10% Cumulative Convertible Preferred Stock, consisting of
100,000 shares with a Stated Value of $10.00 per share, a dividend rate of 10%
and an Applicable Conversion Value of $2.25. On December 30, 1999, the Company
authorized the sale of 75,000 shares of the Series C Preferred, including 37,500
shares to a related party and 37,500 shares to an entity in which officers of
the Company had a majority interest, for an aggregate of $750,000, pursuant to
two subscription agreements. Of the $750,000 in proceeds, $220,780 represented
conversion of current debt from a related party, and $529,220 was subscribed to
in cash. Including the conversion of debt, and $337,720 in cash payments, the
Company has received $558,500, representing 55,850 shares of the Series C
Preferred stock. Due to the ongoing disputes with several of the Series B
Shareholders, the Company indefinitely extended the due date for the remaining
$191,500. During fiscal year 2004, the Company canceled the subscription for the
remaining $191,500.

     During fiscal 2001, the Company signed a settlement agreement with Sunburst
Acquisitions IV, Inc. The settlement agreement resulted in 1,959,972 shares of
the Company's common stock being returned to the Company and cancelled, and
$100,000 in settlement expense cost reimbursement to be paid to Sunburst, of
which, $25,000 was paid in cash and the Company executed a short-term promissory
note for the remaining $75,000, bearing interest at 10% per annum. As of March
31, 2005, the principle balance of this note remains $75,000.

     In fiscal 1997, the Company borrowed $100,000 with an interest rate of 8%
and a scheduled maturity date of June 30, 1997. Subsequently, the maturity date
was extended with a revised interest rate of 2% per month plus 10,000 shares per
month of restricted common stock. During fiscal 2000, the Company issued 120,000
shares of common stock as interest towards the note. In March 2000, the Company
renegotiated the terms of the note and eliminated the common stock interest
component. The replacement note is unsecured, in the amount of $164,500, which
includes interest and expenses previously accrued, and bears interest at 3% per
month. As of March 31, 2005, the remaining balance of this note, including
principal and interest, was $54,190.

     During fiscal 1998 and 1997, the Company borrowed $365,000 in short-term
notes collateralized by its computer equipment and office furnishings.
Subsequently, $170,000 of these notes was exchanged for 288,000 shares of common
stock and $65,000 in principle was repaid. The interest rate on the notes is 2%
per month. As of March 31, 2005, the remaining balance of this note, including
principal and interest, was $224,000.

     During fiscal 2005, the Company purchased no capital equipment or software.

                                       11
<PAGE>


     At March 31, 2005, the Company had current debt obligations, or debt that
will become due within twelve months, of $1,358,000. Of these obligations,
approximately $252,000 are accrued dividends and the remaining $1,106,000 are
related to other obligations. The Company will not be able to service or repay
any of this debt. As a result, the Company will need to renegotiate the terms of
these obligations; conversion to equity; and any other means to eliminate the
debt to allow the Company to attract additional capital. The Company continues
to review its strategic alternatives, including raising capital through debt or
equity financing in conjunction with the conversion of the existing debt.


Critical Accounting Estimates
-----------------------------

The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States of America requires our
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. As such, in accordance with
the use of accounting principles generally accepted in the United States of
America, our actual realized results may differ from management's initial
estimates as reported. A summary of our significant accounting policies are
detailed in the notes to the financial statements which are an integral
component of this filing.

Deferred Income Tax Assets. Management evaluates the probability of the
utilization of the deferred income tax asset related to the net operating loss
carryforwards. The Company has estimated a $3,004,000 deferred income tax asset
related to net operating loss carryforwards at March 31, 2005. Management
determined that because of the uncertainty of the Company to generate taxable
income and that the generation of taxable income in the short term is uncertain,
it was appropriate to provide a valuation allowance for the total deferred
income tax asset.

Liabilities Associated With the Winding Up of Operations. As reported in the
annual report on Form 10-KSB for the fiscal year ended March 31, 2004, the
Company entered into a foreclosure action with its primary creditor. As a
result, substantially all of the Company's assets were transferred to the
creditor. However, the Company has other creditors and commitments for which it
presently has no ability to repay. The Company is attempting to negotiate
repayment terms that may include conversion of debt to equity. The Company
accrued approximately $200,000 at March 31, 2004 for lease settlements.
Obligations may ultimately be settled at amounts different than the carrying
amounts at March 31, 2005. However, Management believes that such settlements
will not exceed the carrying amounts at March 31, 2005.

     Liabilities Associated With the Dissolution of a Subsidiary. As reported in
this annual report on Form 10-KSB for the fiscal year ended March 31, 2005, the
Corporate Chart of BASIS, Inc., a wholly owned subsidiary of the Company, was
dissolved administratively by the Arizona Corporation Commission during the
fiscal year. At the time of dissolution BASIS and Solid Systems, an operating
division of BASIS, were not conducting any business and had not conducted any
business for over one year. All of the substantive, tangible and intangible
assets of BASIS, including those of its Solid Systems division had been seized
and foreclosed upon by a secured creditor on or about February 24, 2004 leaving
approximately $3,000,000 of debt having been incurred by BASIS with no assets
from which payment could be made. By law, upon the dissolution of a corporation
the ownership of any assets of the corporation pass, in trust, to its
shareholders to be held and used to pay creditors of the dissolved corporation.
Upon the dissolution of BASIS no assets passed to the Company because BASIS had
no assets. The Company does not otherwise hold any assets of BASIS. BASIS, Inc.
operated as a distinctly separate entity with Solid Systems operating as a
division of BASIS, Inc. The obligations of BASIS were based on services and
products provided directly to BASIS and/or Solid Systems. Further, management is
unaware of any transfers of any of these products or services to Prologic
Management System, Inc. Management is unaware of any agreements and/or
guarantees that were provided by Prologic Management Systems, Inc. Consequently,
management does not believe that a creditor of BASIS would be successful in
asserting that the Company is to use any assets held by the Company to pay a
claim owed a creditor of BASIS. The Company will contest any assertion that it
has liability for the debt obligations of BASIS. Consequently, management does
not believe that a creditor of BASIS would be successful in asserting that the
Company is to use any assets held by the Company to pay a claim owed a creditor
of BASIS. The Company will contest any assertion that it has liability for the
debt obligations of BASIS.

                                       12
<PAGE>


Impairment of Long Lived Assets. In assessing the recoverability of long lived
assets, including goodwill, we must make assumptions regarding estimated future
cash flows and other factors to determine the fair value of the respective
assets. If these estimates or their related assumptions change in the future, we
may be required to record impairment charges for these assets not previously
recorded. In the prior fiscal year ended March 31, 2004, in conjunction with the
foreclosure action, the Company wrote-off the remaining book value of all of the
assets taken thereunder.


Recently Issued Accounting Pronouncements
-----------------------------------------

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 rescinded three previously issued statements and
amended SFAS No. 13, "Accounting for Leases." The statement provides reporting
standards for debt extinguishments and provides accounting standards for certain
lease modifications that have economic effects similar to sale-leaseback
transactions. The statement is effective for certain lease transactions
occurring after May 15, 2002 and all other provisions of the statement shall be
effective for financial statements issued on or after May 15, 2002. The
implementation of SFAS No. 145 did not have a material impact on the Company's
consolidated financial position or results of operations.

     In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities," which updates accounting and
reporting standards for personnel and operational restructurings. The Company
will be required to adopt SFAS No. 146 for exit, disposal or other restructuring
activities that are initiated after December 31, 2002, with early application
encouraged. The Company does not expect the adoption of SFAS No. 146 to have a
material effect on the Company's consolidated financial position or results of
operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
Company currently does not intend to adopt SFAS No. 123 for stock-based employee
compensation and accordingly does not expect the implementation of SFAS No. 148
to have a material effect on the Company's consolidated financial position or
results of operations.

     In June 2003 the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity" SFAS
No. 150 requires certain instruments, including mandatorily redeemable shares,
to be classified as liabilities, not as part of shareholders' equity or
redeemable equity. For instruments that are entered into or modified after May
31, 2003, SFAS No. 150 is effective immediately upon entering the transaction or
modifying the terms. For other instruments covered by Statement 150 that were
entered into before June 1, 2003, Statement 150 is effective for the first
interim period beginning after June 15, 2003. The Company is evaluating the
provisions of SFAS No. 150. The Company anticipates conversion of all its
redeemable preferred stock into common stock by the end of the second quarter of
fiscal 2004 and, accordingly, does not expect SFAS No. 150 to have a material
effect on the Company's consolidated financial position or results of
operations.

                                       13
<PAGE>


     In November 2002, the FASB issued interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees. Including indirect
Guarantees of Indebtedness of Others," which disclosures are effective for
financial statements for periods ending after December 15, 2002. While the
Company has various guarantees included in contracts in the normal course of
business, primarily in the form of indemnities, these guarantees would only
result in immaterial increases in future costs, but do not represent significant
commitments or contingent liabilities of the indebtedness of others.

     In January 2003, the FASB issued interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46) which requires the consolidation of
variable interest entities, as defined. FIN 46 is applicable immediately for
variable interest entities created after January 1, 2003. For variable interest
entities created prior to January 1, 2003, the provisions of FIN 46 are
applicable no later than July 1, 2003. The Company does not currently believe
that any material entities will be consolidated as a result of FIN 46.


"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
-----------------------------------------------------------------------------
1995
----

     Management's discussion and analysis should be read in conjunction with the
audited Consolidated Financial Statements contained elsewhere in this annual
report on Form 10-KSB for the fiscal year ended March 31, 2005. Except for the
historical information contained herein, the matters discussed in this report on
Form 10-KSB are forward-looking statements that involve a number of risks and
uncertainties. There are numerous important factors and risks, including the
rapid change in market conditions, the anticipation of growth of certain market
segments, the volatility inherent in the capital and financial markets, the
Company's ability to manage acquisitions and attract and retain highly skilled
technical, managerial and sales and marketing personnel, and the other risks
detailed from time to time in the Company's SEC reports, including reports on
Form 10-KSB and Form 10-QSB, that could cause results to differ materially from
those anticipated by the forward-looking statements made herein.

     Therefore, historical results and percentage relationships will not
necessarily be indicative of the operating results of any future period. This is
especially important given the recent foreclosure action and the fact that the
Company has no operations and no sources of revenue. The Company does not have
any current plans or agreements to replace the assets or business units taken
under the foreclosure action. Please note that the financial information
contained herein is historical and should be not taken as any indication of any
future performance.


Controls and Procedures
-----------------------

     Within the 90 days prior to the filing of this report, the Company has
carried out an evaluation, under the supervision and with the participation of
our chief executive officer ("CEO") and chief financial officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures as defined in Rule 15d-14(c) under the Securities and Exchange Act of
1934. Based on this evaluation, our CEO and CFO concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed in our reports that we file with or submit to the Securities and
Exchange Commission ("SEC") is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms.

                                       14
<PAGE>


     In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of the last
evaluation.

                                       15
<PAGE>


ITEM 7. FINANCIAL STATEMENTS

     The financial statements attached to this Report on Form 10-KSB as pages
F-2 to F-22 are incorporated herein by reference.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

     On June 1, 2004, the Company filed a Report on Form 8-K, reporting under
Item 4. Changes in Registrant's Certifying Accountant, the dismissal of the
Company's independent accountants, BDO Siedman, LLP and the selection of
Epstein, Weber & Conover, PLC as independent accountants for the Company's
fiscal year ending March 31, 2004. There were no disagreements with the
accountants on any accounting and financial disclosures.

                                       16
<PAGE>


                                    PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

     Information, as of March 31, 2005, concerning the names, ages, terms and
positions with the members of the Company's Board of Directors and its executive
officers and their respective business experience is set forth below. Each
director has served continuously with the Company since his election as
indicated below.
<TABLE>
<CAPTION>
<S>     <C>                  <C>    <C>                                      <C>
Name                          Age    Position                                 Term of Office
----                          ---    --------                                 --------------
James M. Heim (1)(2)          53     Chief Executive Officer and Director     2004 - Present
John W. Schauweker(1)(2)      44     Director                                 2004 - Present
James S. Nichols (2)          47     Director                                 2004 - Present

(1)  Member of Audit Committee.
(2)  Appointed to serve as Directors on March 19, 2004.
</TABLE>

     JAMES M. HEIM, Chief Executive Officer and Director. Mr. Heim, 53, is a
co-founder of Prologic and had served as a Director from 1984 to 2003. In
addition, Mr. Heim served as Prologic's President from 1984 to 1999 and as its
Chief Financial Officer from 1984 to 1995. Mr. Heim has over 20 years of
business management experience and was responsible for capital raising, mergers
and acquisitions, and other corporate activities. Mr. Heim holds both a Juris
Doctor degree and a B.S. in Business Administration from the University of
Arizona. In March of this year, Mr. Heim was appointed to the board and was
elected to serve as the Company's President and Chief Executive Officer.

     JOHN W. SCHAUWEKER, Director. Mr. Schauweker, 44, who has served as a
director since March of 2004 has worked in public accounting and in a variety of
executive roles within the information technology and financial field for the
past 20 years. Mr. Schauweker brings a depth of turn around experience and
merger and acquisition experience to the Board. Mr. Schauweker is a CPA and
currently is the General Partner for the venture fund Argus Partners, LP. Mr.
Schauweker received a B.S. in Finance from the University of Houston at Clear
Lake with Honors and is a member of the Texas Society of Certified Public
Accountants.

     JAMES S. NICHOLS, Director. Mr. Nichols, 47, who has served as a Director
since 2004 is a Senior Systems Engineering Executive with over twenty two years
of experience in multiple areas of computer engineering and management including
sales, support and service, business development, market area design, financial
planning, re-engineering and team leadership with such companies as Texas
Instruments, Vector Companies USA, Solid Systems and Kintera. Mr. Nichols
received his B.S. in Mechanical Engineering from the University of Wyoming.

                                       17
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION

     Information below sets forth certain information regarding business
experience and compensation paid or awarded by the Company during the fiscal
year ended March 31, 2005 to Mr. James M. Heim, the Company's Chief Executive
Officer.
<TABLE>
<CAPTION>
<S>                  <C>      <C>            <C>      <C>                    <C>
Summary Compensation Table

                               Annual Compensation     Long-term and Other Compensation
                               --------------------    --------------------------------
Name and Other
                      Year       Salary       Bonus    Stock Options/SARs(#)  All Other
                      ----     -----------    -----    ---------------------  ---------

James M. Heim(1),     2005     $120,000(2)     $0                0            $10,000(3)
President             2004     $ 20,651        $0                0            $37,500(4)
                      2003     $122,375        $0          250,000(5)         $ 2,700(6)
</TABLE>

(1)  On April 22, 2003, Mr. James M. Heim resigned his Officer and Board
     positions with Prologic Management Systems, Inc. and its BASIS, Inc.
     subsidiary. In March of 2004, Mr. Heim was appointed to the Board of
     Directors and was elected as President.

(2)  During the fiscal year ended March 31, 2005, Mr. Heim deferred all of his
     wages under his employment agreement. As of the date of this report these
     obligations remain as payable to Mr. Heim.

(3)  During the fiscal year ended March 31, 2005, Mr. Heim received $10,000 of
     payments that were due from the prior fiscal year under his prior
     employment agreement.

(4)  During the fiscal year ended March 31, 2004, Mr. Heim received a $37,500
     severance payment as approved by the Company's Board of Directors.

(5)  During the fiscal year ended March 31, 2003, a total of 250,000 stock
     options were granted to Mr. Heim pursuant to his Employment Agreement with
     the Company as its Chief Executive Officer.

(6)  During the fiscal year ended March 31, 2003, the Company paid premiums for
     Key Man Insurance on Mr. Heim.


Option Exercises and Holdings

The following table sets forth information concerning each exercise of a stock
option during the fiscal year ended March 31, 2005 by each of the Named
Executive Officers and the number and value of unexercised options at March 31,
2005.
<TABLE>
<CAPTION>
<S>     <C>     <C>            <C>               <C>                                <C>
                                                                                     Value of Unexercised
                 Number of                        Number of Shares Underlying        In-the-Money Options
                 Shares                           Unexercised Options at 03/31/05    at 03/31/05
Name             on Exercise    Value Realized    Exercisable/Unexercisable          Exercisable/Unexercisable
----             -----------    --------------    -------------------------          -------------------------

James M. Heim    0              $0                250,000 / 0                        $0 / $0
</TABLE>

No Director or executive officer exercised any options during the fiscal year
ended March 31, 2005.

                                       18
<PAGE>


Option Exercises

During the fiscal year, none of the executive officers identified in the Summary
Compensation Table exercised any stock options, and, as of March 31, 2005, none
held any in-the-money options.


Board Compensation

The Company compensates its outside directors for attendance at board meetings
at the rate of $500 per meeting and $150 per hour for committee participation.
Additionally, directors receive 10,000 options to purchase common stock at a
price not less than 100% of the current market price per share at the time of
grant, exercisable upon completion of their elected term. The options are
exercisable at the price determined by the board at the time of grant and expire
5 years from the date of issuance. Directors who are also employees of the
Company receive no additional compensation for serving as a Director. The
Company reimburses its Directors for travel and out-of-pocket expenses in
connection with their attendance at meetings of the Board of Directors.

                                       19
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

Principal Shareholders and Shareholders of Management
-----------------------------------------------------

The following table sets forth information, as of March 31, 2005, concerning the
Common Stock beneficially owned by (i) each director of the Company (ii) the
Company's Chief Executive Officer and its other executive officers, (iii) each
person known to the Company to own beneficially more than 5% of the outstanding
Common Stock, and (iv) all of the Company's directors and executive officers as
a group.

Except as otherwise noted, the named individual beneficial owner has sole
investment and voting power.
<TABLE>
<CAPTION>
<S>     <C>                              <C>                <C>              <C>
                                                                Shares
                                                                ------
                                          Title of Class     Beneficially     Percent
                                          --------------     ------------     -------
                                             of Stock          Owned (1)      of Class
                                             --------          ---------      --------
Name of Beneficial Owner
------------------------
James M. Heim & Marlene Heim(2)               Common           1,791,725       24.63%
Martin A. Diamond(3)                          Common             184,330        2.53%
John R. Jordon and Billie S. Jordan(4)        Common             441,300        6.07%
HFG Properties Ltd.(5)                        Common             909,349       12.50%
All Directors and Executive
 Officers as a group (2 persons)(6)           Common           1,976,055       27.16%
</TABLE>

*    Less than 1%

(1)  The inclusion herein of any shares of common stock does not constitute an
     admission of beneficial ownership of such shares, but are included in
     accordance with rules of the Securities and Exchange Commission ("SEC").
     The shareholdings include, pursuant to rules of the SEC, shares of common
     stock subject to options or warrants which are presently exercisable or
     which may become exercisable within 60 days following March 31, 2005
     ("exercisable options").

(2)  Comprised of a total of 1,541,725 shares and 250,000 shares subject to
     exercisable options. This includes 909,349 shares owned by HFG Properties
     Ltd., an Arizona limited partnership of which Mr. Heim is a general
     partner, and 48,936 shares owned by Sonoita Resources, an Arizona limited
     liability company of which Mr. Heim is a member. James M. Heim and Marlene
     Heim directly own an aggregate of 583,440 shares of common stock. Mr. Heim
     is an Executive Officer and Director.

(3)  Comprised of 184,330 shares. Mr. Diamond is an Executive Officer.

(4)  Comprised of 441,300 shares.

(5)  HFG Properties Ltd. is an Arizona limited partnership of which Mr. James M.
     Heim is a general partner.

(6)  Comprised of 1,726,055 shares and 250,000 shares subject to exercisable
     options.

                                       20
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>             <C>                          <C>                      <C>
Equity Compensation Plan Information
------------------------------------
                                                                               Number of securities remaining
                          Number of securities to     Weighted average         available for future issuance
                          be issued upon exercise     exercise price of        under equity compensation
                          of outstanding options,     outstanding options,     plans (excluding securities
                          warrants and rights         warrants and rights      reflected in column(a))
Plan Category                       (a)                       (b)                           (c)
---------------------     -----------------------     --------------------     ------------------------------
Equity compensation
plans approved by
security holders                  660,000                     $0.47                        2,840,000

Equity compensation
plans not approved by
security holders                  826,666(1)                  $0.73                              ---
                          -----------------------     ----------------------    -----------------------------

                TOTAL           1,486,666                                                  2,480,900


(1)  includes warrants issued as consideration for consulting and advisory
     services, as well as warrants issued as consideration in connection with
     the renegotiation of a note. The range of exercise prices for the warrants
     is $0.50 to $2.00 per share of common stock, and bear expiration dates
     ranging from May 2005 through March 2007.
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On December 30, 1999, the Company authorized the sale of 75,000 shares of
the Series C Preferred Stock, including 37,500 shares to HFG Properties, Ltd.,
an Arizona limited partnership of which Mr. Heim is a general partner, and
37,500 shares to Sonoita Resources, an Arizona limited liability company of
which Mr. Heim and Mr. Metz are members, for an aggregate of $750,000, pursuant
to two subscription agreements. In conjunction with a dispute involving holders
of the Series B Preferred Stock, the Board of Directors indefinitely suspended
one of the subscription agreements, which had an amount outstanding of $191,500.
During the fiscal year ending March 31, 2004, the outstanding subscription
agreement in the amount of $191,500 was canceled. Total amount of shares of the
Series C Preferred Stock issued after the cancellation of the remaining
subscription agreement was 55,850 shares for an aggregate consideration of
$558,500.

     In connection with the resignation of Mr. James M. Heim in April of 2003,
and at Mr. Heim's request, as part of the Company's separation agreement with
Mr. Heim the Company agreed to transfer to Mr. Heim ownership rights to all of
the Company's proprietary software products, which have comprised 1.2% in the
fiscal year ended March 31, 2003, and less than 1.6% of the Company's revenues
in each of the previous 3 fiscal years. Under the terms of the agreement, the
Company provided Mr. Heim with $38,646 in funds the Company had received from
clients for unfulfilled support contracts in return for Mr. Heim's assumption of
these obligations. The total amount of support obligations outstanding at the
time of the transfer was approximately $41,646.

     During the fiscal year ended March 31, 2005, Mr. Heim and Mr. Diamond, who
are executive officers of the Company, provided approximately $40,000 in capital
financing to the Company in the form of payments of current operating expenses.
These expenditures were critical to the ongoing operations. These expenses
included accounting, auditing, SEC reporting and general operating and
administrative expenditures related to the efforts to re-organize the creditors
and efforts to secure capital. In addition, Mr. Heim deferred all of the
$120,000 of compensation due under his employment agreement with the Company.
These obligations which have been incurred since the foreclosure action in the
prior fiscal year will be treated as priority obligations by the Company.

                                       21
<PAGE>


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, requires the
Company's officers and directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and change in ownership with the Securities and Exchange
Commission. Such reports are filed on Form 3, Form 4, and Form 5 under the
Exchange Act. Officers, directors and greater than ten-percent shareholders are
required by Exchange Act regulations to furnish the Company with copies of all
Section 16(a) forms they file.

     Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 3, 4, or 5
were required for those persons, the Company believes that all officers,
directors, and greater than ten-percent beneficial owners complied with the
applicable Section 16(a) filing requirements.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

A.   Documents filed as part of this report:

     1. Financial Statements. The following financial statements filed as part
of this report are listed on pages F-2 to F-22 and herein by reference:

     Financial Statements                                                   Page
     --------------------                                                   ----

     Report of Independent Public Accountants (March 31, 2005)               F-3

     Consolidated Financial Statements

       Consolidated Balance Sheets                                           F-4
       Consolidated Statements of Operations                                 F-5
       Consolidated Statements of Changes in Stockholders' Equity (Deficit)  F-6
       Consolidated Statements of Cash Flows                                 F-7

     Notes to Consolidated Financial Statements                              F-8


     2. Exhibit:

     Exhibit Number  Document                                               Page
     --------------  --------                                               ----
     3.1             Articles of Incorporation by the Company*
     3.1.1           Specimen of Series A 8% Cumulative Convertible
                     Preferred Stock******
     3.1.2           Specimen of Series B 10% Cumulative Convertible
                     Preferred Stock*******
     3.1.3           Specimen of Series C 10% Cumulative Convertible
                     Preferred Stock*****

                                       22
<PAGE>


     3.2             Bylaws of the Company*
     4.2             Specimen of Common Stock Certificate*
     9.3             Materials Relating to the Purchase by Registrant of
                     Certain Assets from Solid Systems, Inc.**********
     10.15           1994 Stock Option Plan, Form of Incentive Agreement*
     10.16           Employment Agreement of James M. Heim*********
     10.17           Employment Agreement of John W. Olynick********
     10.20           Form of Stock Purchase Agreement, Promissory
                     Note and Escrow Agreement for July 31, 1994
                     Issuance of Common Stock*
     21              Subsidiaries***
     31              Certification Pursuant to 18 U.S.C. SECTION 1350 of
                     James M. Heim, Chief Executive Officer
     32              Certification Pursuant to 18 U.S.C. SECTION 1350 of
                     James M. Heim, Chief Executive Officer
     99.1            Consolidated Financial Statements

* Incorporated by reference to the corresponding exhibit number in the Company's
Registration Statement on Form SB-2 (Commission file no. 33-89384-LA).
** Incorporated by reference to the corresponding exhibit number in the
Company's Form 8-K filed on August 23, 1996.
*** Incorporated by reference to the corresponding exhibit number in the
Company's Form 10-KSB filed on July 14, 1999.
**** Incorporated by reference to the corresponding exhibit number in the
Company's Form 8-K filed on August 19, 1999.
***** Incorporated by reference to exhibit number 3.1 in the Company's Form
10-QSB filed on February 22, 2000.
****** Incorporated by reference to exhibit number 3.1(a) in the Company's Form
10-KSB filed on July 14, 2000.
******* Incorporated by reference to exhibit number 3.1(b) in the Company's Form
10-KSB filed on July 14, 2000.
******** Incorporated by reference to the corresponding exhibit number on the
Company's Form 10-QSB filed on February 11, 2003.
********* Incorporated by reference to the corresponding exhibit number on the
Company's Form 10-QSB filed on February 11, 2003.
**********Incorporated by
reference to the corresponding exhibit number on the Company's Form 10-QSB filed
on August 19, 2002.


B.   Report on Form 8-K.

     On April 1, 2004, the Company filed a Report on Form 8-K, reporting under
Item 1. Changes in Control of Registrant, the March resignation of three board
members and the appointment of three new board members. The board then elected
James M. Heim as President and Treasurer and elected Martin A. Diamond as Vice
President and Secretary of the Company.

     On June 1, 2004, the Company filed a Report on Form 8-K, reporting under
Item 4. Changes in Registrant's Certifying Accountant, the dismissal of the
Company's independent accountants, BDO Siedman, LLP and the selection of
Epstein, Weber & Conover, PLC as independent accountants for the Company's
fiscal year ending March 31, 2004.

                                       23
<PAGE>


     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   PROLOGIC MANAGEMENT SYSTEMS, INC.

DATED: August 3, 2005               By: /s/ James M. Heim
       --------------                   -----------------
                                           James M. Heim
                                           -------------
                                           President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoint James M. Heim, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this annual report on Form 10-KSB and any documents related to
this report and filed pursuant to the Securities and Exchange Act of 1934, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


Signature                Capacity                                 Date
---------                --------                                 ----

/s/  James M. Heim       James M. Heim                            August 3, 2005
------------------       Chief Executive Officer
                         President and Director

/s/ John W. Schauweker   John W. Schauweker,                      August 3, 2005
----------------------   Director

/s/  James S. Nichols    James S. Nichols,                        August 3, 2005
---------------------    Director

                                       24