UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For quarterly period ended September 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 000-26731
LOGIO, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 84-1370590
(State of incorporation) (I.R.S. Employer Identification No.)
180 South 300 West, Suite 400
Salt Lake City, Utah 84101
(Address of principal executive offices and principal place of business)
(801) 578-9020
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 [ ]
As of October 22, 2002, the issuer had a total of 18,425,828 shares of common
stock issued and outstanding, which are beneficially owned by its parent
corporation, Pacific WebWorks, Inc.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements............................................3
Item 2: Plan of Operations..............................................12
Item 3: Controls and Procedures.........................................12
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports filed on Form 8-K .........................13
Signatures and Certifications ...........................................13
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements
of operations for the three and nine month periods ended September 30, 2002
and 2001, is unaudited. This financial information, in the opinion of
management, includes all adjustments consisting of normal recurring entries
necessary for the fair presentation of such data. The results of operations
for the nine month period ended September 30, 2002, are not necessarily
indicative of results to be expected for any subsequent period.
2
Logio, Inc.
A wholly owned subsidiary of Pacific WebWorks, Inc.
(a development stage company)
CONSOLIDATED BALANCE SHEETS
ASSETS
September 30, December 31,
2002 2001
------------- -------------
(Unaudited)
CURRENT ASSETS $ - $ -
NET LONG-TERM ASSETS OF DISCONTINUED OPERATIONS - 91,791
------------- -------------
$ - $ 91,791
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Net current liabilities in
discontinued operations $ 222,717 $ 844,018
------------- -------------
Total current liabilities 222,717 844,018
STOCKHOLDERS' DEFICIT
Preferred stock - -
Common stock 18,426 18,426
Additional paid-in capital 18,993,086 18,893,398
Deficit accumulated during the development stage (19,234,138) (19,663,960)
Treasury stock (91) (91)
------------- -------------
Total stockholders' deficit (222,717) (752,227)
------------- -------------
$ - $ 91,791
============= =============
The accompanying notes are an integral part of these financial statements
3
Logio, Inc.
A Wholly owned subsidiary of Pacific WebWorks, Inc.
(A development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative Nine months Three months
amounts ended September 30, ended September 30,
since ------------- ------------- ------------- -------------
inception 2002 2001 2002 2001
------------- ------------- ------------- ------------- -------------
Net revenues $ - $ - $ - $ - $ -
------------- ------------- ------------- ------------- -------------
Operating expenses - - - - -
------------- ------------- ------------- ------------- -------------
Earnings (loss) from
continuing operations - - - - -
------------- ------------- ------------- ------------- -------------
Discontinued operations
Loss from operations (13,156,842) (17,812) (1,670,151) - (49,192)
Gain on disposal 456,925 456,925 - 456,925 -
------------- ------------- ------------- ------------- -------------
Total gain (loss) from
discontinued operations (12,699,917) 439,113 (1,670,151) 456,925 (49,192)
------------- ------------- ------------- ------------- -------------
NET EARNINGS (LOSS) (12,699,917) 439,113 (1,670,151) 456,925 (49,192)
Deduction for dividends
and accretion (6,534,221) - - - -
------------- ------------- ------------- ------------- -------------
Net earnings (loss) attributable
to common stockholders $(19,234,138) $ 439,113 $ (1,670,151) $ 456,925 $ (49,192)
============= ============= ============= ============= =============
Net loss per common share
- basic and diluted:
Earnings (loss) from
continuing operations $ - $ - $ - $ - $ -
Earnings (loss) from
discontinued operations (1.14) 0.02 (0.09) 0.02 -
Deduction for dividends
and accretion (0.58) - - - -
------------- ------------- ------------- ------------- -------------
$ (1.72) $ 0.02 $ (0.09) $ 0.02 $ -
============= ============= ============= ============= =============
Weighted-average number of
shares outstanding -
basic and diluted 11,181,007 18,425,830 18,425,830 18,425,830 18,425,830
============= ============= ============= ============= =============
The accompanying notes are an integral part of these financial statements
4
Logio, Inc.
A wholly owned subsidiary of Pacific WebWorks, Inc.
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
amounts Nine Months
since ended September 30,
inception 2002 2001
------------- ------------- -------------
<s> <c> <c> <c>
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities
Net earnings (loss) $(19,234,138) $ 439,113 $ (1,620,959)
Less: loss (gain) from discontinued operations 19,234,138 (439,113) 1,620,959
------------- ------------- -------------
Net earnings (loss) from continuing operations - - -
Adjustments to reconcile net loss to net cash
used in operating activities - - -
Changes in operating assets and liabilities - - -
------------- ------------- -------------
Net cash used in operating activities - - -
------------- ------------- -------------
Net cash provided by (used in) investing activities - - -
------------- ------------- -------------
Net cash provided by financing activities - - -
------------- ------------- -------------
Net cash provided by (used in)
continuing operations - - -
Net cash used in discontinued operations - - (25,849)
------------- ------------- -------------
Net increase (decrease) in cash and
cash equivalents - - (25,849)
Cash and cash equivalents at beginning of period - - 25,849
------------- ------------- -------------
Cash and cash equivalents at end of period $ - $ - $ -
============= ============= =============
Supplemental disclosures of cash flow information:
Cash paid for interest $ - $ - $ 7,259
Cash paid for income taxes - - -
The accompanying notes are an integral part of these financial statements
5
Logio, Inc.
A wholly owned subsidiary of Pacific WebWorks, Inc.
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION
The Company
- -----------
Logio, Inc., formerly WordCruncher Internet Technologies, Inc., (the Company)
is a development stage company, historically engaged in the development and
marketing of a focused Internet directory and search engine intended to
service the needs of the business professional.
The Company has ceased the development and operations of its products and has
not produced any significant revenues to date.
The Company was incorporated on November 5, 1996 in the State of Utah under
the name of Redstone Publishing, Inc. The name was changed from Redstone
Publishing, Inc. to WordCruncher Publishing Technologies, Inc. in early 1997.
During July 1998, the Company merged with Dunamis, Inc. a public Company
organized in the State of California. The merger was recorded as a reverse
acquisition, therefore WordCruncher was the accounting survivor.
In connection with the merger, Dunamis, the legal survivor, changed its name
to WordCruncher Internet Technologies, Inc. and changed its domicile to the
State of Nevada. The Company's headquarters are in Salt Lake City, Utah.
On April 18, 2000, the Board of Directors approved the change of the Company's
name to Logio, Inc. The change was approved by the Company's stockholders in
June 2000. The Company also amended its articles of incorporation and filed
the appropriate documents with the state of Nevada in June 2000 when the
Company officially changed its name to Logio, Inc.
On February 8, 2001, Pacific WebWorks, Inc. completed its acquisition of
Logio, Inc., in a stock-for-stock exchange. Pacific WebWorks exchanged
2,800,000 shares of its common stock for 18,425,830 shares of common stock.
This transaction was accounted for on the purchase method of accounting using
generally accepted accounting principles and valued at approximately
$2,450,000 representing the fair value of the Pacific WebWorks shares on the
date of exchange. Logio's results of operations are included in the Pacific
WebWorks, Inc. consolidated results of operations and the fair value of its
assets and liabilities have also been recorded on the acquisition date and are
included in the Pacific WebWorks, Inc. consolidated balance sheet.
The Company conducts its business within one industry segment.
6
Logio, Inc.
A wholly owned subsidiary of Pacific WebWorks, Inc.
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION - Continued
Basis of Presentation
- ----------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions for form 10-QSB of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting standards have been condensed or omitted pursuant to such
rules and regulations. The accompanying interim consolidated financial
information reflects all adjustments (consisting of normal recurring
adjustments), which, in the opinion of management, are necessary for a fair
presentation of the results for the periods shown. These financial statements
should be read in conjunction with the audited consolidated financial
statements and the notes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000. The results of operations for
the quarter ended September 30, 2002 may not be indicative of the results that
may be expected for the fiscal year ended December 31, 2001. Certain prior
period balances have been reclassified to conform with current period
presentation.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported
in the consolidated financial statements and accompanying notes. Such
estimates include amounts recorded for contingent liabilities, capital leases
in default and interest payable. Management believes that the estimates used
in preparing the financial statements are reasonable and prudent; however,
actual results could differ from these estimates.
7
Logio, Inc.
A wholly owned subsidiary of Pacific WebWorks, Inc.
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
NOTE 2 - MANAGEMENT'S PLANS AND ISSUES AFFECTING LIQUIDITY
The Company's financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and has a limited operating history and has sustained no significant
revenues and cumulative losses since inception of $19,234,138 at September 30,
2001. The development of the Company's products has ceased. In addition the
Company had negative working capital of $222,717 at September 30, 2002 and
$844,018 at December 31, 2001. As a result, in periods of operation, the
Company relied significantly upon debt funding and assumption by its parent to
support certain of its obligations.
In July 2002, the board of directors of the Company's parent resolved to
formally discontinue operations of Logio, Inc., and, while the intent is the
ultimate sale of Logio, Inc. to a third party for the assumption of all
remaining debt, the Company's business plans are uncertain. The Company
continues to seek relief from its remaining liabilities.
The Company will not be able to generate cash flows in the foreseeable future
as it has ceased operations and development and has no cash balances. The
Company is unable to pay liabilities approximating $223,000 to various
professional services firms, creditors, vendors, and an overdraft in a bank.
Based upon these facts, the Company may be required to seek bankruptcy
protection.
There is substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments to reflect
the possible effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the outcome of
this uncertainty.
8
Logio, Inc.
A wholly owned subsidiary of Pacific WebWorks, Inc.
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
NOTE 3 - DISCONTINUED OPERATIONS
In July 2002, the Board of Directors of Pacific WebWorks, Inc. resolved to
discontinue its wholly owned subsidiary Logio, Inc. and set forth a formal
plan of disposal. Logio, Inc., formerly WordCruncher Internet Technologies,
Inc., (the Company) conducted business as a development stage company,
historically engaged in the development and marketing of a focused Internet
directory and search engine intended to service the needs of the business
professional. Logio, Inc. was acquired by Pacific WebWorks in February 2001.
Pacific WebWorks' Board has determined that there is no longer a viable market
for this product line.
Logio, Inc. has ceased the development and operations of its products and has
not produced any significant revenues to date.
The following includes the combined net current liabilities and net long-term
assets for the Company's discontinued operations:
September 30, December 31,
2002 2001
------------- ------------
ASSETS
Current assets $ - $ -
Long-term assets - 91,791
------------- ------------
Total assets $ - $ 91,791
============= ============
LIABILITIES
Overdraft in bank $ 23,766 $ 23,766
Capital leases in default 17,825 438,833
Payables past due 177,173 213,688
Accrued liabilities 3,953 32,018
Note payable to parent - 135,713
------------- ------------
Total current liabilities $ 222,717 $ 844,018
============= ============
Net current liabilities $ 222,717 $ 844,018
============= ============
The gains (losses) from discontinued operations for the nine and three month
periods ended September 30, 2002 include the Company's results of operations
through the measurement date of July 1, 2002. The gain from disposal of
discontinued operations for the nine and three month periods ended September
30, 2002 includes the results of operations realized from measurement date of
July 1, 2002 through September 30, 2002. The gain from disposal of
discontinued operations is primarily comprised of and extraordinary gain
totaling $456,925 from the forgiveness of a capital lease in default (see Note
4). The Company estimates that the ultimate sale or disposal of discontinued
operations will result in a gain net of phase-out operating gains and losses.
Such gains will be recorded when realized.
9
Logio, Inc.
A wholly owned subsidiary of Pacific WebWorks, Inc.
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
NOTE 4 - COMMITMENTS AND CONTINGENCIES
Threatened litigation
- ---------------------
The Company is involved in various disputes in the normal course of business.
It is not possible to state the ultimate liability, if any, in these matters.
In the opinion of management, any resulting litigation will have no material
effect on the financial position and results of operations of the Company in
excess of amounts recorded. During June 2002, due to management's belief that
a threatened dispute with a vendor is no longer a risk to the Company, an
estimate of approximately $38,000 for the contingent liability was changed to
a zero balance in June 2002. The amount has been recorded as other income for
the nine months ended September 30, 2002.
Settled liabilities
- -------------------
In September 2002, Logio, Inc. entered into a Settlement Agreement and Release
of its capital lease default with Sunrise International Leasing Corporation.
Consideration for the settlement and release included Logio's verification of
the return of the capital lease equipment (in May 2001) and receipt of Logio,
Inc. audited financial statements. The settlement and release approximates
$445,000 and Logio, formally discontinued operations and has recorded an
extraordinary gain for the forgiveness of this capital lease in default of
$456,925 for the quarter and nine months ended September 30, 2002,
representing all amounts accrued for this matter. This gain has been presented
as a component of a gain on disposal of discontinued operations in the
Company's consolidated Statements of Earnings for the quarter and nine months
ended September 30, 2002.
10
Logio, Inc.
A wholly owned subsidiary of Pacific WebWorks, Inc.
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited)
Line-of-Credit and Intercompany Agreement - related party
- ---------------------------------------------------------
The Company entered into a Line-of-Credit and Intercompany Agreement with
Pacific WebWorks, Inc. (its beneficial shareholder and parent company) in
2001. The Line-of-Credit Agreement, among other things, allowed for the
advancement of up to $120,000 as needed at an interest rate of 12%, is
collateralized by substantially all business assets of the Company, and was
payable on-demand. The balance of the line-of-credit totaled $0 and $135,713
as of September 30, 2002 and December 31, 2001, respectively.
In September 2002, Pacific WebWorks, Inc. board of directors resolved to
demand the remaining line-of-credit and interest due totaling $150,753 in
exchange for property and equipment with a book value of $51,065. The
resulting difference of $99,688 was recorded as additional-paid-in capital by
the parent. The Line-of-Credit and Intercompany Agreement between the
companies was dissolved in third quarter 2002.
Previous to September 2002, the Company was charged $1,067 monthly under the
Intercompany Agreement for management related fees and recorded income of
$1,422 monthly for rental of certain its fixed assets to the parent. The
equipment was be rented by Pacific WebWorks until such time as Logio, Inc.
would re-commence development of its Internet products.
The Company will no longer record intercompany fees and income subsequent to
the third quarter 2002 dissolution of the Intercompany Agreement.
Intercompany transactions under the Line-of Credit and Intercompany Agreement
during the nine months ended September 30, 2002 and 2001 are as follows:
2002 2001
---------- ----------
Management fee expense $ 6,402 $ 6,402
Rental Income ( 8,532) ( 8,532)
Interest expense 8,587 7,834
---------- ----------
Net intercompany transactions $ 6,457 $ 1,290
========== ==========
11
In this report references to "Logio," "we," "us," and "our" refer to
Logio, Inc.
FORWARD LOOKING STATEMENTS
This report contains certain forward-looking statements and any
statements contained in this report that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate," or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within Logio's
control. These factors include, but are not limited to, economic conditions
generally, failure by management to successfully develop business
relationships, and competition within the merger and acquisitions market.
ITEM 2: PLAN OF OPERATIONS
We have a limited operating history, have sustained operating losses
since inception and have ceased development of our products. As a result, we
will be unable to generate cash flows in the foreseeable future. Our total
net current liabilities in discontinued operations were $222,717 at September
30, 2002 compared to $844,018 at the 2001 year end. Our accumulated deficit
was $19,234,138 as of September 30, 2002.
In July 2002, the Board of Directors of Pacific WebWorks, our parent
company, resolved to discontinue our operations. Our parent company intends
to actively seek a potential acquisition or merger candidate for Logio. Based
on current economic and regulatory conditions, management believes that it is
possible, if not probable, for a company like ours, which is a reporting
company without many assets and liabilities, to negotiate a merger or
acquisition with a viable private company. The opportunity arises principally
because of the high legal and accounting fees and the length of time
associated with the registration process of "going public." However, should
any of these conditions change, it is very possible that there would be little
or no economic value for anyone taking over control of Logio.
We have no material commitments for capital expenditures for the next
twelve months and our major obligations are related to capital lease
agreements which are in default, a bank overdraft, and payables past due.
Management has been successful in negotiating settlements of a significant
portion of these leases. On September 8, 2002 Sunrise International Leasing
Corporation agreed to a settlement agreement in which Sunrise International
accepted the previous return of the equipment as satisfaction in full of the
total debt of approximately $444,589. At September 30, 2002 our remaining
liabilities include an Oracle Corporation liability of approximately $125,000,
approximately $52,174 in other past due payables, a capital lease with Key
Bank totaling $17,825, with accrued interest of $3,953, and a bank overdraft
of $23,766. During the next twelve months our management will attempt to
receive forgiveness of our remaining debts. If management is unsuccessful, we
may be forced to seek bankruptcy protection.
We believe that our current cash needs for the next twelve months are
limited. We have relied on a line-of-credit agreement with our parent company
for funding, but we exceeded the agreed upon limit of $120,000. As of
September 30, 2002, we owed $148,554 on this line-of-credit, with 12%
interest. In order to close out this obligation, our parent company accepted
title to our equipment, valued at approximately $58,077 and wrote off the
remaining debt as a capital contribution.
ITEM 3: CONTROLS AND PROCEDURES
As a result of new SEC regulations, our board of directors formalized our
disclosure controls and procedures to ensure that material information
regarding our company and its operations is provided to the public in a timely
manner. On November 13, 2002, our principal executive and financial officer,
Kenneth W. Bell,
12
evaluated the effectiveness of these disclosure controls and procedures and
determined that there were no significant deficiencies in these procedures.
Also, Mr. Bell did not identify any deficiencies or material weaknesses
in our internal controls, nor did they identify fraud that involved management
or other employees who had a significant role in our internal controls. They
did not find any deficiencies of weaknesses which would require changes to be
made or corrective actions to be taken related to our internal controls.
PART II: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Part II Exhibits
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Reorganization between Logio and Pacific
WebWorks, Inc., dated October 31, 2000 (Incorporated by reference
to exhibit 2.2 to Form 10-K filed April 17, 2001)
3.1 Articles of Incorporation as amended (Incorporated by reference
to exhibit 3.1 to Form 10-Q filed November 14, 2001)
3.2 Bylaws of the Company (Incorporated by reference to exhibit 3.6
of Form S-1, File No. 333-78537, as amended)
10.1 Employment Agreement between Logio and Kenneth W. Bell, dated
September 1, 1998 (Incorporated by reference to exhibit 10.4 of
Form S-1, File No. 333-78537, as amended)
10.2 Employment Agreement between Logio and James W. Johnston, dated
September 1, 1998 (Incorporated by reference to exhibit 10.5 of
Form S-1, File No. 333-78537, as amended)
10.3 Lease Agreement between Logio and Sun Microsystems Finance, as
amended (Incorporated by reference to exhibit 10.3 of Form 10-Q,
filed May 15, 2001)
10.4 License Agreement between Logio and Oracle Corporation
(Incorporated by reference to exhibit 10.4 of Form 10-Q, filed May
15, 2001)
10.5 Line of Credit and Inter-company Agreement between Logio and
Pacific WebWorks, dated January 2, 2001 (Incorporated by
reference to exhibit 10.5 of Form 10-Q filed August 13, 2001)
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Logio, Inc.
11/13/02 /s/ Kenneth W. Bell
Date: __________________ By:_______________________________________
Kenneth W. Bell
President, Secretary/Treasurer,
Principal Financial Officer, and Director
13
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
I, Kenneth W. Bell, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Logio, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
11/13/02 /s/ Kenneth W. Bell
Date: _________________ ____________________________________________
Kenneth W. Bell, Principal Executive Officer
14
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
I, Kenneth W. Bell, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Logio, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
11/13/02 Kenneth W. Bell
Date: __________________ ____________________________________________
Kenneth W. Bell, Principal Financial Officer