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CADUCEUS SOFTWARE SYSTEMS CORP. FILES (8-K) Disclosing Changes in Control or Registrant, Change in Shell Company Status(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.01 Changes in Control of Registrant As used in this Current Report on Form 8-K, unless otherwise stated, all references to the "Company", "we," "our" and "us" refer to Caduceus Software Systems Corp. Licensing Agreement On June 9, 2011 we entered into a Licensing Agreement with Sygnit Corporation ("Sygnit"). Pursuant to the Licensing Agreement we received an exclusive license to the Cadeus MMS software system developed by Sygnit as well as all peripheral documentation, source code and object code relating to this software and any of its accompanying parts. The license is for a period of 5 years, but if we are able to raise an aggregate of $200,000 in financing within 6 months, the license extends perpetually. As consideration for the license we issued 66,200,000 shares of our common stock and our director, Alexander Dannikov transferred an additional 63,800,000 shares of our common stock to Sygnit. Mr. Dannikov retained 56,200,000 shares of our common stock in his name. A copy of the Licensing Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K. Description of Business Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. To the extent that any statements made in this report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as "expects", "plans", "may,", "anticipates", "believes", "should", "intends", "estimates", and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, marketability of our products; legal and regulatory risks associated with the share exchange our ability to raise additional capital to finance our activities; the effectiveness, profitability and; the future trading of our common stock; our ability to operate as a public company; our ability to protect our proprietary information; general economic and business conditions; the volatility of our operating results and financial condition; our ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed from time to time in our filings with the Securities and Exchange Commission (the "SEC"), or otherwise. Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements. 3 -------------------------------------------------------------------------------- Overview We were incorporated as a Nevada company on December 13, 2006. On March 1, 2011 we changed our name from Bosco Holdings Inc., to Caduceus Software Systems Corp., and increased our authorized capital to 400,000,000 shares of common stock. As of March 3, 2011 we also undertook a forward split of our issued and outstanding shares on a basis of 1 old for 8 new. We maintain our business offices at 42a High Street, Sutton Coldfield, West Midlands, United Kingdom, and our telephone number is +44-0121-695-9585. Previous Business We were engaged in the business of marketing and distributing laminate flooring in both the mass wholesale and retail markets throughout North America. We entered into a marketing and sales distribution agreement with our supplier, Bossco-Laminate Co., Ltd., a private Russian company. However, we were not able to find sufficient investment in order to expand our business and our management was forced to change our business focus. Current Business On June 9, 2011 we entered into and closed the Licensing Agreement with Sygnit for the exclusive license to software optimized for use in medical the medical industry for patient management, patient appointment scheduling, physician memorandum recording, medical symptom and ailment recording and digital image recording. We are now a medical software company that offers a suite of medical management applications, collectively named Caduceus MMS, that focus on an alternative to traditional patient administration systems: reducing the time and expense involved in managing appointment scheduling; providing practitioners with a comprehensive set of resource, prescription, and contraindication libraries, and; a sophisticated architecture designed to minimize the billing submission time while maximizing the successful reimbursements to the clinic. Products and Services Through the license agreement with Sygnit, we are able to provide a suite of software to medical professionals. Our software offerings are designed in stages so that each component and phase carefully addresses both the practitioner's administrative and level-of-service requirements. Unlike most EHR (Electronic Health Recording) or EMB (Electronic Medical Billing) systems that handle either billing or scheduling, Caduceus MMS is equipped to manage an entire practice. In order to remain streamlined Caduceus MMS is structured as a set of closely inter-related service units, scalable modules, and upgradeable libraries. We expect that Caduceus MMS will primarily be installed and used in a clinical or office environment, thus it was primarily designed to be implemented in a local network on standard Windows-based computer systems. In this configuration, the software requires almost no additional hardware outlay; it can be installed and used almost immediately. With the addition of server and imaging modules, Caduceus MMS can be adapted to take advantage of more equipment. This premise gives the client a shallow investment curve to overcome, rather than being forced to pay tens to hundreds of thousands to prepare the typical complex EHR. 4 -------------------------------------------------------------------------------- [[Image Removed]] Caduceus MMS Accounting Records Screenshot [[Image Removed]] Caduceus MMS Patient Billing Screenshot 5 -------------------------------------------------------------------------------- The service units of the Caduceus MMS, such as the highly predictive 'Recall and Reminder' service, perform specific universal tasks giving the software adaptive intelligence. The Recall and Reminder service continuously monitors the status of appointments, remittance deadlines, overdue accounts, claims remitting, and follow-ups. Building Caduceus MMS with many dedicated processing units greatly improves its adaptability and automation when compared to competing EHRs that rely on a complex system core. [[Image Removed]] Caduceus MMS Appointment Scheduler Screenshot Given the above, each installation of Caduceus MMS can be configured with anywhere from the most minimal set of modules to a full complement of features depending on the requirements, budget, and hardware layout of the target client. Modules like the Human Anatomical Mapping Tool, Imaging Module, or Document Editor or Prescription Writer can be added, as the clinic's needs change. Additionally, some modules will also introduce new service units, which in turn expand the usefulness of the software system. Some of the more common modules that the software will come equipped with are as follows: 6 -------------------------------------------------------------------------------- Human Anatomical Mapping Tool The Human Anatomical Mapping Tool is a graphical image of the human body. This tool allows the doctor to visually mark on the human body symptoms and ailments of the patient, and put notes on that specific area. It is a lot easier to use than writing notes about ailments without a visual picture. It aims to allow the doctor to quickly see and remember where the ailment is and it can track the progression of treatment for that precise part of the body. [[Image Removed]] Caduceus MMS Anatomical Mapping Module Screenshot 7 -------------------------------------------------------------------------------- Imaging Module The imaging module is an add-on (an extra component that is separate from the core software) to save and store scanned images and associate them to the patient. X-rays and medical images can be scanned digitally at clinics. (Most clinics are equipped with specialized scanners for x-rays.) It is saved in a digital file. The imaging module will allow it to store the image in a secure manner into the database. This module has been created but is not fully tested. It will need to be tested for various images and image sizes to see if the software's database can handle them. Document Editor or Prescription Writer These modules allow the doctor to write down official documents that are requested by the patient or to issue doctor referrals or for formal correspondence. The prescription writer is a module that allows the doctor to write prescriptions with the doctor letter head, and replaces the need for doctors to carry prescription notepads as the official way to write-up prescriptions Without the ability to install modules Caduceus MMS would offer the client limited scope, become cumbersome and too large to navigate effectively if it were to be developed past its initial scope, and be virtually impossible to stage to grow with a growing practice. Many libraries within the Caduceus MMS such as codes, treatments, localization resources, contraindications, regulatory protocols, reports, and facilities are continuously updated, thus allowing the client to stay up-to-date. Caduceus MMS is supplied to the customer with over 650 diagnostic explanatory codes, almost 5000 treatments (virtually covering all medical treatments known today), more than 6100 ICD-9 and ICD-10 diagnostic codes, and it understands over 80 parts of the body. These numbers are not for bragging, but do exceed the resources provided by Caduceus' closest competitors. A comprehensive set of libraries translates into an application than can immediately manage different medical situations quickly. Other libraries can be built by the consumer over time. An example is the Insurance Module, which has no restrictions on the data input which can be included by the consumer, and can therefore record a variety of insurance providers. We anticipate undertaking further development into mobile device interfaces, Linux operating system support, biometrics and additional modules. Market, Customers and Distribution Methods We believe that we will market our software product in the following four areas of the healthcare industry: º Healthcare patient information management. º Electronic Healthcare Recording (EHR) º Electronic Medical Billing systems (EMBs) º Contact management and Appointment Scheduling and booking In 2007, US healthcare expenditures accounted more than $2.26 trillion or $7,439 per person. Given this figure, the US had the third highest healthcare expenditure per capita, and except for East Timor, spent more than any other nation-state on earth. 8 -------------------------------------------------------------------------------- Our management believes that given the general outlook towards reform of the medical system, American healthcare providers and consumers are interested in reducing the costs of healthcare without compromising service. The Congressional Budget Office has pointed out that, "about half of all growth in health care spending in the past several decades was associated with changes in medical care made possible by advances in technology." Although currently prepared for use in Canada, the software can be easily expanded to any region or jurisdiction in Canada, the United States, United Kingdom, Australia, and the Caribbean. With the implementation of future language libraries, it can be offered in French, Spanish, German, Italian, Japanese or Chinese. The Bureau of Labor Statistics in the United States estimated that in 2008 there were approximately 661,400 practicing physicians, and projected that number to increase to 805,500 by 2018. Since Caduceus MMS was constructed to accommodate 47 of the 49 recognized medical specialties (excluding surgical specialties), it is well poised to work with most of the industry. WE anticipate that we will begin selling our software to 0.5% of the active market, or about 3,307 physicians. Furthermore, because Caduceus MMS can be made to operate in any jurisdiction, this target market covers all geographic regions in the United States, all ages, both sexes and in both public and private settings. We anticipate that we will distribute our software largely through online sources. Software used to be sold off-the-shelf from software vendors. The current model is via the Internet, where customers buy the software by paying for it online or by calling into a payment centre, and the software is distributed by online download. For certain cases where the software requirements setup, depending on the licensing and support levels purchased, if pricing permits, the distribution, or rather installation of the software may be done onsite at the premises of the customers' offices. Competition We have various competitors in our market. Some of the competitors are large software providers who can supply software which is able to be used, though not tailored for, the medical services industry, and some have specialized medical software. Competitors in the appointment and booking, scheduling space are Maximizer, Microsoft Windows and Office & Outlook. Competitors for the Electronic Medical Billing include ClinCare, and EZClaim. Competitors for the Electronic Health Records include AdvancedMD, QHR, and PowerMed. . . . Item 5.06 Change in Shell Company Status As a result of the consummation of the transactions described in Item 2.01 of this Current Report on Form 8-K, we believe that we are no longer a "shell company", as that term is defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act. Item 9.01 Change in Shell Company Status (a) Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), our audited financial statements for the years ended March 31, 2010 and March 31, 2009, as well as unaudited financial statements for the period ended December 31, 2010 are filed in this Current Report on Form 8-K under the heading "Financial Statements and Supplementary Data". (d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K: Exhibit No. Description 3.1 Articles of Incorporation of Caduceus Software Systems Corp. (formerly Bosco Flooring, Inc.) (1) 3.2 Certificate of Amendment filed with the Nevada Secretary of State on March 27, 2008 3.3 Certificate of Amendment filed with the Nevada Secretary of State on February 23, 2011 (2) 3.4 Bylaws of Caduceus Software Systems Corp. (formerly Bosco Flooring, Inc.) (1) 10.1 Licensing Agreement with Sygnit Corporation, dated June 9, 2011. 10.2 Release of Liabilities from Alexander Dannikov (1) Included as an exhibit to our Registration Statement on Form SB-2 filed on July 12, 2007. (2) Included as an exhibit to our Current Report on Form 8-K filed on March 3, 2011. 26 -------------------------------------------------------------------------------- |