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

                                   FORM 10-QSB


[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934
       For the quarterly period ended June 30, 2006


Commission file number: 1-13704


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



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


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

                    Issuer's telephone number (520) 955-4748


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

                                  Common Stock

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


Number of shares of common stock outstanding on June 30, 2006 was 7,301,364.


Transitional Small Business Disclosure Format:
                                               Yes  _____     No  __X__ .


<PAGE>


                        Prologic Management Systems, Inc.

                                      Index


                                                                            Page
                                                                            ----


Part I.    FINANCIAL INFORMATION                                              3

Item 1.    Condensed Financial Statements

           Condensed Balance Sheet at June 30, 2006 (unaudited) and
           March 31, 2006                                                     3

           Condensed Statements of Operations for the Three Months Ended
           June 30, 2006 (unaudited) and June 30, 2005 (unaudited)            4

           Condensed Statements of Cash Flows for the Three Months Ended
           June 30, 2006 (unaudited) and June 30, 2005 (unaudited)            5

           Notes to Condensed Financial Statements                            6

Item 2.    Management's Discussion and Analysis of Results of Operations
           and Financial Condition                                            7

Item 3.    Controls and Procedures                                           11


Part II.   OTHER INFORMATION                                                 11

Item 1.    Legal Proceedings                                                 11

Item 2.    Changes in Securities                                             11

Item 3.    Defaults upon Senior Securities                                   11

Item 4.    Submission of Matters to a Vote by Security Holders               11

Item 5.    Other Information                                                 11

Item 6.    Exhibits and Reports on Form 8-K                                  11



SIGNATURES                                                                   12


                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM  1.  Condensed Financial Statements

<TABLE>
<CAPTION>
                        PROLOGIC MANAGEMENT SYSTEMS, INC.
                             CONDENSED BALANCE SHEET

                                                                  June 30,          March 31,
                                                                    2006              2006
                                                               ---------------   ---------------
ASSETS                                                           (unaudited)

Current assets:
<S>                                                           <C>               <C>
  Cash                                                        $            12   $            12

TOTAL ASSETS                                                  $            12   $            12
                                                               ===============   ===============
Current liabilities:
  Due to Shareholders                                         $       119,246   $        95,735
  Accounts payable                                                    176,488           183,695
  Notes payable                                                       398,846           398,846
  Accrued expenses                                                    632,443           602,443
  Accrued dividends                                                   343,738           325,400
                                                               ---------------   ---------------

Total liabilities                                                   1,670,761         1,606,119
                                                               ---------------   ---------------



Preferred stock:
  Series A cumulative convertible preferred stock, no par
   value, 16,667 shares authorized, 16,667 shares issued and
   outstanding                                                        100,000           100,000
  Series B cumulative convertible preferred stock, no par
   value, 100,000 shares authorized, 9,500 shares issued and
   outstanding                                                         68,588            68,588
  Series C cumulative convertible preferred stock, no par,
   100,000 shares authorized, 55,850 shares issued and
   outstanding                                                        558,500           558,500
                                                               ---------------   ---------------

                                                                      727,088           727,088
                                                               ---------------   ---------------
Stockholders' deficit:
  Common stock, no par value, 50,000,000 shares authorized,
   7,301,364 shares issued and outstanding at June 30, 2006
   and March 31, 2006                                              10,205,467        10,205,467
  Warrants                                                            970,766           970,766
  Accumulated deficit                                             (13,574,070)      (13,509,428)
                                                               ---------------   ---------------

Total stockholders' deficit                                        (2,397,837)       (2,333,195)
                                                               ---------------   ---------------

                                                               ---------------   ---------------

TOTAL LIABILITIES, PREFERRED STOCK AND
 STOCKHOLDERS' DEFICIT                                        $            12   $            12
                                                               ===============   ===============
</TABLE>


            See accompanying notes to condensed financial statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>
                        PROLOGIC MANAGEMENT SYSTEMS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS

                                                                      Three Months Ended
                                                                           June 30,
                                                               ---------------------------------
                                                                     2006              2005
                                                               ---------------   ---------------
                                                                 (unaudited)       (unaudited)
Revenue:

Operating expenses:
<S>                                                           <C>               <C>
  General and administrative                                  $        46,304   $        35,984

Total operating expenses                                               46,304            35,984
                                                               ---------------   ---------------

                        Operating Loss                                (46,304)          (35,984)
                                                               ---------------   ---------------

Other Income (expense):
  Interest expense                                                          -                 -
  Other income (expense)                                                    -                 -
                                                               ---------------   ---------------

  Total other expense                                                       -                 -
                                                               ---------------   ---------------

                   Loss Before Income Taxes                           (46,304)          (35,984)
                                                               ---------------   ---------------

                Income Tax (Benefit) Provision                              -                 -
                                                               ---------------   ---------------

                     Loss From Operations                             (46,304)          (35,984)
                                                               ---------------   ---------------

                           Net Loss                                   (46,304)          (35,984)

Preferred stock dividend                                              (18,338)          (18,338)
                                                               ---------------   ---------------

          Net Loss available to Common Stockholders           $       (64,642)  $       (54,322)
                                                               ===============   ===============


Weighted average number of common shares:
  Basic and diluted                                                 7,301,364         7,275,048
                                                               ===============   ===============

Loss per common share:
  Basic and diluted                                           $         (0.01)  $         (0.01)
                                                               ===============   ===============
</TABLE>


            See accompanying notes to condensed financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>
                        PROLOGIC MANAGEMENT SYSTEMS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS

INCREASE (DECREASE) IN CASH                                      Three Months Ended June 30,
                                                                     2006              2005
                                                               ---------------   ---------------
                                                                 (unaudited)       (unaudited)
Cash flows from operating activities:
<S>                                                           <C>               <C>
  Net loss                                                    $       (46,304)  $       (35,984)

  Adjustments to reconcile net loss to net cash provided by
   operating activities:
     Change in assets and liabilities:
        Accounts payable and accrued expenses                          46,304            35,705

  Net cash provided (used in) by operating activities                       -              (279)
                                                               ---------------   ---------------


Cash flows from investing activities:
  Purchase of equipment                                                     -                 -
                                                               ---------------   ---------------

Net cash used in investing activities                                       -                 -
                                                               ---------------   ---------------

Cash flows from financing activities:
  Repayment of debt                                                         -                 -
                                                               ---------------   ---------------

Net cash provided by (used in) financing activities                         -                 -
                                                               ---------------   ---------------

Net increase (decrease) in cash                                             -              (279)

Cash, beginning of period                                                  12               341
                                                               ---------------   ---------------

Cash, end of period                                           $            12   $            62
                                                               ---------------   ---------------



Supplemental statement of cash flow information:
  Cash paid during the quarter for interest                   $             -   $             -
  Cash paid during the quarter for taxes                                    -                 -

Non-cash financing and investing activities:
  None                                                        $             -   $             -
</TABLE>


            See accompanying notes to condensed financial statements.


                                       5
<PAGE>

NOTES TO CONDENSED FINANCIAL STATEMENTS


1.   Basis of Presentation - Interim Periods

     The accompanying unaudited condensed financial statements have been
     prepared by the Company in accordance with generally accepted accounting
     principles, pursuant to the rules and regulations of the Securities and
     Exchange Commission. In the opinion of management, the accompanying
     condensed financial statements include all adjustments (of a normal
     recurring nature) which are necessary for a fair presentation of the
     results for the interim periods presented. Certain information and footnote
     disclosures normally included in financial statements have been condensed
     or omitted pursuant to such rules and regulations. Although the Company
     believes that the disclosures are adequate to make the information
     presented not misleading, these financial statements should be read in
     conjunction with the consolidated financial statements and the notes
     thereto included in the Company's Report on Form 10-KSB for the fiscal year
     ended March 31, 2006. The results of operations for the three-month periods
     ended June 30, 2006 and 2005 are not necessarily indicative of the results
     to be expected for the full fiscal year.

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. As previously reported in its
     Report on Form 10-KSB for the fiscal year ended March 31, 2006, the Company
     has no business operations and has negative working capital and a
     stockholders' deficit. These factors raise substantial doubt about the
     Company's ability to continue as a going concern. The Company's independent
     auditors qualified their opinion on the Company's March 31, 2006 financial
     statements by including an explanatory paragraph in which they expressed
     substantial doubt about the Company's ability to continue as a going
     concern.

2.   Nature of Business and Summary of Operations.

     Prologic Management Systems, Inc. (the "Company") is an Arizona corporation
     founded in 1984. The Company and its former 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. As a result of this foreclosure, the Company
     ceased to have any operating business or sources of revenue.

     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.

     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.

     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
     provided herein, as well as prior fiscal years, will provide no basis for
     any future performance.

3.   Creditor Negotiations.

     As of June 30, 2006, the Company had approximately $1,670,000 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 June 30, 2006, represents management's estimate of the
     obligation amounts considering the original liability and other factors
     such as potential methods of settling the obligation based on
     communications with the creditors. (See Liquidity and Capital Resources).


                                       6
<PAGE>

4.   Earnings Per Share

     FASB Statement of Financial Accounting Standards No. 128, "Earnings Per
     Share" ("SFAS 128") provides for the calculation of Basic and Diluted
     earnings per share. Basic earnings per share includes no dilution and is
     computed by dividing income available to common shareholders by the
     weighted average number of common shares outstanding for the period.
     Diluted earnings per share reflects the potential dilution of securities
     that could share in the earnings of the entity. For the three month periods
     ended June 30, 2006 and June 30, 2005, potential common stock, consisting
     of stock options, warrants and convertible preferred stock totaling
     1,595,446, and 1,760,446, respectively, are excluded from the computation
     of diluted earnings per share because they are antidilutive.


5.   Stock-Based Compensation

     The Company accounts for employee stock options or similar equity
     instruments in accordance with Statement of Financial Accounting Standards
     (SFAS) No. 123, "Accounting for Stock-Based Compensation" (SFAS No. 123).
     SFAS No. 123 defines a fair-value-based method of accounting for employee
     stock options or similar equity instruments. This statement gives entities
     a choice to recognize employee related compensation expense by adopting the
     new fair-value method or to measure compensation using the intrinsic value
     method under Accounting Principles Board (APB) Opinion No. 25 "Accounting
     for Stock Issued to Employees", the former standard. If the former standard
     for measurement is elected, SFAS No. 123 requires supplemental disclosure
     to show the effect of using fair value measurement criteria. The Company
     has elected to account for its stock-based compensation plans under APB No.
     25.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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


INTRODUCTION

     Prior to the foreclosure action in February of 2004, the Company provided
systems integration services, technology products and related services. The
majority of the Company's revenues were generated from systems integration and
related product sales. However, as a result of this foreclosure, the Company
ceased to have business operations. For additional information on the operating
results of the Company for the prior fiscal years, see the Consolidated
Financial Statements of the Company and Notes thereto contain in the Annual
Report on Form 10-KSB for the fiscal years ended March 31, 2005 and March 31,
2006. 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


                                       7
<PAGE>

(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.



CRITICAL ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and all highly liquid investments
with maturity of three months or less when purchased.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company's
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

Fair Value of Financial Instruments

The estimated fair value of financial instruments has been determined by the
Company using available market information and valuation methodologies.
Considerable judgment is required in estimating fair values. Accordingly, the
estimates may not be indicative of the amounts the Company could realize in a
current market exchange.

The carrying amount of accounts payable and accrued expenses approximate fair
value due to the short maturity of these instruments. The terms of notes payable
and other long-term obligations approximate the terms in the marketplace at
which they could be replaced. Therefore, the fair value approximates the
carrying value of these financial instruments.

Income Taxes

The Company accounts for income taxes utilizing the asset and liability
approach, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of temporary differences between the
basis of assets and liabilities for financial reporting purposes and tax
purposes. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. A valuation allowance is
provided when management cannot determine whether or not it is likely that the
net deferred tax asset will be realized.


                                       8
<PAGE>

RESULTS OF OPERATIONS

     General and Administrative. General and administrative expenses for the
quarter ended June 30, 2006 were $46,304 as compared to $35,984 for the same
period of the previous year. The increase in these expenses is attributable to
the increased efforts related to the reorganization of creditors and the efforts
to secure an operating business for the Company.

     Operating Income (loss). Operating loss for the quarter ended June 30, 2006
was $46,304, as compared to an operating loss of $35,984 for the same period of
the previous year.

     Interest Expense and Other Income. Due to the insolvency of the Company, no
interest expense was accrued for the current quarter ended June 30, 2006 or for
the same period of the previous year.

     Income (Loss) from Continuing Operations. The loss from continued
operations for the quarter ended June 30, 2006 was $46,304, as compared to
$35,984 for the same period of the prior fiscal year.

     Income Taxes. The Company had no income tax expense for the first quarters
of fiscal 2006 and 2005. As of June 30, 2006, the Company had Federal net
operating loss carry forwards of approximately $9,012,000. The utilization of
net operating loss carry forwards will be limited pursuant to the applicable
provisions of the Internal Revenue Code and Treasury regulations.

     Net Loss. Net loss for the quarter ended June 30, 2006 was $46,304, or a
loss of approximately $0.01 per share, compared to a loss of $35,984, or a loss
of approximately $0.01 per share, for the same period of the previous year. The
increase in net loss was attributable to the increased efforts related to the
reorganization of creditors and the efforts to secure an operating business for
the Company.

LIQUIDITY AND CAPITAL RESOURCES

     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.

     At June 30, 2006, the Company had a working capital deficit of
approximately $2,398,000 versus a deficit of approximately $2,333,000 at March
31, 2006. The cash balance at June 30, 2006 was $12. 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 at March 31, 2006 (the Company's
fiscal year end), the Company's independent certified public accountants have
expressed substantial doubt about the Company's ability to continue as a going
concern.

     No cash was used by operations for the quarter ended June 30, 2006 compared
to cash used by operations of $329 in the same period of the previous year. No
cash was used in investing activities in the quarter ended June 30, 2005 or the
quarter ended June 30, 2006. No cash was provided by financing activities for
the quarter ended June 30, 2005 or the quarter ended June 30, 2006.

     During quarter ended June 30, 2006, the Company purchased no capital
equipment or software.

     At June 30, 2006, the Company had current debt obligations, or debt that
will become due within twelve months, of $1671,000. Of these obligations,
approximately $344,000 were accrued dividends and the remaining $1,327,000 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.


                                       9
<PAGE>

PLAN OF OPERATIONS

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

RISK FACTORS

     An investment in the Company should be considered speculative, and to a
high degree of risk. In addition to the other information contained in the
Annual Report on Form 10-KSB for the fiscal year ended March 31, 2005,
prospective investors should carefully consider the following risk and
speculation factors:

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

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

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

"SAFE HARBOR" Statement under the Private Securities Litigation Reform Act of
1995

     Management's discussion and analysis should be read in conjunction with the
Consolidated Financial Statements contained elsewhere in this quarterly report
on Form 10-QSB for the quarter ended June 30, 2005. Except for the historical
information contained herein, the matters discussed in this report on Form
10-QSB are forward-looking statements that involve a number of risks and
uncertainties. There are numerous important factors and risks, including the


                                       10
<PAGE>

rapid change in market conditions, the anticipation of growth of certain market
segments, the volatility inherent in the capital and financial markets, the
Company's ability to manage acquisitions and attract and retain highly skilled
technical, managerial and sales and marketing personnel, and the other risks
detailed from time to time in the Company's SEC reports, including reports on
Form 10-KSB and Form 10-QSB, that could cause results to differ materially from
those anticipated by the forward-looking statements made herein.

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


ITEM 3.  CONTROLS AND PROCEDURES

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

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



PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings

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

Item 2.   Changes in Securities

          None.

Item 3.   Defaults upon Senior Securities

          See Item 1 Legal Proceedings and Notes to Condensed Financial
          Statements in the Company's Report on Form 10-KSB for the fiscal year
          ended March 31, 2006.

Item 4.   Submission of Matters to a Vote by Security Holders

          None.

Item 5.   Other Information

          None.

Item 6.   Exhibits and Reports on Form 8-K

          A. Exhibits filed herewith:

             31.1    Certification of Chief Executive Officer pursuant to Item
                     601(b)(31) of Regulation S-B. (Filed herewith)


                                       11
<PAGE>

             32.1    Certification of Chief Executive Officer pursuant to Item
                     601(b)(32) of Regulation S-B. (Filed herewith)

          B. Reports:

             No reports on Form 8-K were filed during the quarter ended June 30,
             2006.



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 14, 2006                By:   /s/  James M. Heim
                                               ---------------------------------
                                                      James M. Heim
                                                      Chief Executive Officer


                                       12