SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q SB
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Act of 1934
For the quarterly period ended March 31, 2002 or
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Act of 1934
For the transition period from to
Commission file number 333-64420
SCIENTIO, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 11-3581664
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
P.O. Box 940007, Belle Harbor, New York 11694
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(Address of Principal Executive Office) (Zip Code)
(718) 318-0994
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(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding twelve 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 ninety days.
Yes /X / No / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Yes / / No / /
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 2,186,500.
10QSB-1
SCIENTIO, INC.
FINANCIAL STATEMENTS
MARCH 31, 2002
I N D E X
Page
----
BALANCE SHEET - ASSETS 1
BALANCE SHEET - LIABILITIES AND EQUITY 2
STATEMENT OF OPERATIONS 3
STATEMENT OF CASH FLOWS 4
NOTES TO THE FINANCIAL STATEMENTS 5 - 9
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
(UNAUDITED)
A S S E T S
-----------
March 31,
2002
---------
CURRENT ASSETS
Cash and Cash Equivalents $ 1,565
Prepaid Marketing Expense 7,500
---------
TOTAL CURRENT ASSETS 9,065
---------
FIXED ASSETS, At Cost
Equipment 6,829
Software 1,596
---------
8,425
Less: Accumulated Depreciation (1,751)
---------
FIXED ASSETS, net 6,674
---------
TOTAL ASSETS $ 15,739
=========
See accompanying summary of accounting policies and notes to financial
statements.
Page 1 of 9
SCIENTIO, INC.
BALANCE SHEET
(A DEVELOPMENT STAGE ENTERPRISE)
(UNAUDITED)
L I A B I L I T I E S A N D S H A R E H O L D E R S' E Q U I T Y
- ----------------------------------------------------------------------
March 31,
2002
---------
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 2,681
Loan Payable 4,310
---------
TOTAL CURRENT LIABILITIES 6,991
---------
SHAREHOLDERS' EQUITY
Common Stock - 30,000,000 Shares
Authorized, 2,186,500 Issued &
Outstanding Shares at $.001 Par Value 2,186
Paid In Capital 299,877
(Deficit) Accumulated during the
Development Stage (293,315)
---------
TOTAL SHAREHOLDERS' EQUITY 8,748
---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 15,739
=========
See accompanying summary of accounting policies and notes to financial
statements.
Page 2 of 9
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
(UNAUDITED)
Cumulative
Amounts from
For the For the December 11,
Three Months Six months 2000
Ended Ended (Inception) to
March 31, March 31, March 31,
2002 2002 2002
------------ ------------ ------------
Interest Income $ -0- $ -0- $ 531
General and Administrative
Expenses (64,798) (82,887) (116,551)
Officer Salary (29,033) (68,783) (157,531)
Professional Fees (2,572) (6,684) (18,001)
Depreciation (397) (794) (1,763)
----------- --------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (96,800) (159,148) (293,315)
Income Tax Expense (Benefit) -0- -0- -0-
----------- --------- ----------
NET INCOME (LOSS) $ (96,800) $(159,148) $ (293,315)
========== ========= ==========
Basic and Diluted Earnings (Loss)
Per Share $ (0.05) $ (0.08) $ (0.14)
========== ========= ==========
Weighted Average Number of Shares
of Common Stock Outstanding -
Basic and Diluted 2,142,422 2,078,011 2,039,092
========== ========== ==========
See accompanying summary of accounting policies and notes to financial
statements.
Page 3 of 9
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
(UNAUDITED)
Cumulative
For the Six Amounts from
Months Ended December 11, 2000
March 31, (Inception) to
2002 March 31, 2002
------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $(159,148) $(293,315)
Adjustments to Reconcile Net Income (Loss)
to Net Cash
Provided by (Used In) Operating Activities:
Depreciation 794 1,763
Stock Issued for Services 17,500 26,971
Change in Assets and Liabilities:
Decrease (Increase) in Prepaid Marketing
Expenses (7,500) (7,500)
Increase (Decrease) in Accounts Payable 2,631 2,681
Increase (Decrease) in Loan Payable 4,310 4,310
--------- ---------
Net Cash Provided by (Used In)
Operating Activities (141,413) (265,090)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment (1,428) (6,832)
Net Cash Provided By (Used In) --------- ---------
Investing Activities (1,428) (6,832)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Common Stock Issuance 85,000 314,190
(Increase) in Deferred Registration Costs -0- (40,690)
--------- ---------
Net Cash Provided By (Used In)
Financing Activities 85,000 273,500
--------- ---------
Effect of Exchange Rate Changes on Cash (33) (13)
--------- ---------
Net Increase (Decrease) in Cash and
Cash Equivalents (57,874) 1,565
Cash and Cash Equivalents at Beginning
of Period 59,439 -0-
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,565 $ 1,565
========= =========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period For:
Interest Expense $ -0- $ -0-
Income Tax $ -0- $ -0-
Non Cash Investing and Financing Transactions:
Stock Issued for Services $ 17,500 $ 26,971
Stock Issued for Software $ -0- $ 1,592
See accompanying summary of accounting policies and notes to financial
statements.
Page 4 of 9
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2002
(UNAUDITED)
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
Scientio, Inc. (Scientio) is a Delaware corporation. Scientio is
in the development stage and has not generated any revenue.
Scientio's offices are located in the United Kingdom and the
United States. Scientio's principal purpose was to acquire the
ownership and commercialization rights to a line of software
products developed by Andrew Edmonds and owned by Anneke Edmonds
and designated "the family of XML products" defined as XML
Miner, XML Rule and Strucfind. These products mine XML code to
find relationships and predict values using fuzzy-logic rules,
then apply them to web sites, applications, or anywhere that a
COM control or Java bean can be used.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Currency Translation
--------------------
The Company's functional currency is the British pounds sterling
in which revenue and expenses are generated. For reporting
purposes, the reporting currency is the US Dollar. The
translating functional currency statement into the reporting
currency was performed in accordance with Statements of
Financial Accounting Standards (SFAS) 52 and General Accepted
Accounting Principles (GAAP).
Cash and Cash Equivalents
-------------------------
Cash equivalents consist of highly liquid, short-term
investments with original maturities of 90 days or less.
Property and Equipment, At Cost
----------------------
Depreciation is calculated using the straight line method over
the asset's estimated useful life, which is 5 years for
equipment and 3 years for software.
Revenue Recognition Policy
--------------------------
The company recognizes sales, for both financial statement
purposes and for tax purposes, when the products are shipped to
customers.
Page 5 of 9
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2002
(CONTINUED)
(UNAUDITED)
Estimates in Financial Statements
---------------------------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
Income Taxes
------------
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." SFAS 109 has as its basic
objective the recognition of current and deferred income tax
assets and liabilities based upon all events that have been
recognized in the financial statements as measured by the
provisions of the enacted tax laws.
Valuation allowances are established when necessary to reduce
deferred tax assets to the estimated amount to be realized.
Income tax expense represents the tax payable for the current
period and the change during the period in the deferred tax
assets and liabilities.
NOTE 3: DEFERRED REGISTRATION COSTS
For the period December 11, 2000 (inception) through September
30, 2001, the Company has incurred deferred registration costs
of $40,690 relating to expenses incurred in connection with the
Stock Distribution (see Note 9). As of December 31, 2001, the
deferred registration costs were charged to equity upon
consummation of this Stock Distribution.
NOTE 4: OFFICER SALARY AND PROFESSIONAL FEES
The Company has an agreement with its president to complete and
maintain the Company's product. In this agreement, the Company
agrees to pay the officer at least $90,000 per annum. The
officer has received $157,531 for the period December 11, 2000
(inception) to March 31, 2002.
NOTE 5: STOCK BASED COMPENSATION
The parties who performed services in relation to the formation
of the corporation received 20,150 common shares approximating
the fair market value of $9,471. This amount was charged to
professional fees during the period ended September 30, 2001.
During January 2002, the Company entered
Page 6 of 9
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2002
(CONTINUED)
(UNAUDITED)
an agreement with a consulting firm to perform corporate finance
and other financial service matters. The Company issued 50,000
restricted shares of common stock for this service at the fair
market value of $17,500. This amount was charged to investor
relations expense during the period ended March 31, 2002. This
stock based compensation plan is accounted for in accordance
with SFAS No. 123.
NOTE 6: TRANSFERS OF NONMONETARY ASSETS BY SHAREHOLDERS
According to the Securities and Exchange Commission's Staff
Accounting Bulleting 48, when the company acquires assets from
shareholders in exchange for stock just prior to its first
public offering, the assets should generally be recorded at cost
to the shareholder. On December 15, 2000, the company acquired
software from a shareholder and recorded the software at a cost
of $1,592 (the cost to the shareholder).
NOTE 7: INCOME TAXES
Income taxes are accrued at the statutory U.S. and state income
tax rates.
Income tax expense is as follows:
Cumulative
For the Amount From
Six Months December 11, 2000
Ended (inception) to
March 31, March 31,
2002 2002
---------- -----------------
Current tax expense (benefit):
Income tax at statutory rates $ -0- $ -0-
Deferred tax expense (benefit):
Operating Loss Carryforward (45,318) (80,893)
---------- -----------
(45,318) (80,893)
Valuation allowance 45,318 80,893
---------- ----------
Total Tax Expense (Benefit) $ -0- $ -0-
========== ==========
As of As of
March 31, September 30,
2002 2001
---------- -------------
Deferred tax assets:
NOL $ 80,893 $ 35,575
Valuation allowance (80,893) (35,575)
---------- ----------
Net deferred tax assets $ -0- $ -0-
========== ==========
Page 7 of 9
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2002
(CONTINUED)
(UNAUDITED)
The Company has net operating loss (NOL) carryforwards for
income tax purposes of approximately $278,000. $134,000 is
allowed to be offset against future income until the year 2022
when the NOL's will expire. $144,000 will expire in the year
2023.
The loss has been fully reserved for in the valuation allowance
account due to the startup of operations and the uncertainty of
the company to achieve profitability in the future.
NOTE 8: OPERATIONS AND LIQUIDITY
The Company has incurred substantial losses in 2001 and 2002.
Until such time that the Company's products and services can be
successfully marketed, the Company will continue to need to
fulfill working capital requirements through the sale of stock
and the issuance of debt.
The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products
and services to market for marketplace acceptance. As a result
of its significant losses, negative cash flows from operations,
and accumulated deficits for the period ending March 31, 2002,
there is doubt about the Company's ability to continue as a
going concern.
Management believes that its current available working capital,
anticipated contract revenues and subsequent sales of stock
and/or placement of debt instruments will be sufficient to meet
its projected expenditures for a period of at least twelve
months from March 31, 2002. However, any projections of future
cash needs and cash flows are subject to substantial
uncertainty. There can be no assurance that sufficient
financing will be available in amounts or on terms acceptable to
the Company.
NOTE 9: STOCK DISTRIBUTION
On December 8, 2000, Modern Technology Corp. ("Modern") entered
into an agreement with Andrew Edmonds, president and Anneke
Edmonds, principal shareholder, to form Scientio. Modern agreed
to purchase 403,000 shares of Scientio, representing 20% of the
outstanding shares, for an investment of $188,500 and an
additional investment of up to $50,000 to cover the costs of
registering those shares and distributing them to shareholders
of Modern.
A registration statement for the 403,000 shares owned by Modern
Technology Corp. was filed with the Securities and Exchange
Commission. On September 24, 2001, the registration statement
was declared effective. During the first week of October 2001,
the 403,000 shares were distributed to Modern's shareholders.
Page 8 of 9
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 2002
(CONTINUED)
(UNAUDITED)
NOTE 10: RELATED PARTY TRANSACTIONS
The Company is paying rent monthly of about $1,700 to Anneke
Edmonds, treasurer and director, for use of two rooms (about 300
square feet) in Mrs. Edmond's home under an oral agreement on a
month to month basis. Included in the rental are monthly
payments for telephone, utilities and use of equipment,
computers and software owned by Andrew and Anneke Edmonds.
Andrew Edmonds is the President of Scientio Inc. Anneke Edmonds
is the wife of Andrew Edmonds. On January 28, 2002, 100,000
shares were issued to Modern Technology Corp. for $70,000.
NOTE 11: INTERIM FINANCIAL REPORTING
The unaudited financial statements of the Company for the period
October 1, 2001 through March 31, 2002 have been prepared by
management from the books and records of the Company, and
reflect, in the opinion of management, all adjustments necessary
for a fair presentation of the financial position and operations
of the company as of the period indicated herein, and are of a
normal recurring nature.
Page 9 of 9
Part 1. Financial Information
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Scientio, Inc. ("The Registrant") was incorporated in the State of Delaware
on December 11, 2000. It is engaged in the development, marketing and
support of software components that can be used to analyze data (data
mining) flowing from the XML (extensible markup language) protocol between
computers over the internet or intranets. The Registrant has not yet
generated any sales to date.
The Registrant has created five software components along with associated
help files, example code and demonstration software. They are XML Miner, XML
Rule, XR Batch, Strucfind and the Metarule editor. These components can be
used to read data in the XML format, data mine it and use the results of the
analysis to make predictions on new data.
The above components are packaged into two different packages directed at
different developer needs. Each package is named after the major component.
The XML Miner package contains XML Miner, XML Rule and Strucfind. The XML
Rule package contains XML Rule, XR Batch and the Metarule editor. The
targeted customers for these products are software developers.
While the XML Miner Package has been installed and running on the
Registrant's web site, offering online demonstrations of its performance in
two distinct application areas, it has not yet sold any units of XML Miner
or the XML Miner Package, nor has the Registrant's technology been installed
to date by any business and no assurance can be given that its technology
will work in an operational setting. To date, the Registrant has not yet
entered into any joint venture or general consultancy agreements nor
licensed any of its technology to software development companies, although
the Registrant is presently in discussions with a European software provider
with the goal of reaching a joint marketing agreement. No assurance can be
given that the Registrant will conclude a joint marketing agreement with the
aforementioned European software provider.
Management has focused its business plan into three areas: to pursue large
companies who sell software products for which the Registrant's technology
would be a vital or useful addition, to generate complete products that
exploit our technology directed at a larger market than just software
developers and consulting projects utilizing the company technology.
On December 8, 2000, Modern Technology Corp ("Modern") entered into an
agreement with Andrew Edmonds, President and Anneke Edmonds, principal
shareholder, to form Scientio. Modern agreed to purchase 403,000 shares of
Scientio, representing 20% of the outstanding shares, for an investment of
$188,500 and an additional investment of up to $50,000 to cover the costs of
registering those shares and distributing them to shareholders of Modern.
A registration statement for the 403,000 shares owned by Modern Technology
Corp. was filed with the Securities and Exchange Commission. On September
24, 2001, the registration statement was declared effective. During the
first week of October 2001, the 403,000 shares were distributed to Modern's
shareholders.
The Registrant is in the development stage, not yet generating any revenues.
Over the next twelve months, the Registrant does not anticipate the purchase
of any significant amount of plant or equipment and does not anticipate any
significant changes in the number of company employees (presently there are
3 employees).
During the six months ended March 31, 2002, the Registrant had a net loss of
$159,148. During the period from inception (December 11, 2000) to March 31,
2002, the Registrant generated a net loss of $293,315. For the six months
ended March 31, 2002, the Registrant's expenses consisted of general and
administrative items amounting to $82,887, Officer's salary to the
Registrant's president amounting to $68,783, professional fees, mainly legal
and accounting, amounting to $6,684 and depreciation of $794.
For the period from inception (December 11, 2000) to March 31, 2002, the
Registrant's expenses consisted of general and administrative expenses of
$116,551, officer's salary of $157,521 (paid to the Registrant's president),
professional fees (primarily legal and accounting expenses) of $18,001 and
depreciation of $1,763. $531 of interest income was generated for this
period.
As of March 31, 2002, the Registrant had total assets of $15,739, consisting
of prepaid marketing expenses of $7,500, $1,565 of cash and cash equivalents
and fixed assets of $6,674. Total liabilities amounted to $6,991, consisting
of a loan payable to Modern Technology Corp of $4,310 and accounts payable
and accrued expenses of $2,681. Shareholders' equity amounted to $8,748.
The Registrant received its initial funding from Modern, one of its
principal shareholders. As of March 31, 2002, Modern has invested $308,500.
Management believes these funds will be sufficient to cover working capital
needs through June 30, 2002. The Registrant will need to raise an additional
$150,000 over the next 12 months. There are presently no commitments for any
additional financing.
The only officer entitled to compensation is Andrew Edmonds, the President
of the Company. Dr. Edmonds devotes his full time to the business of the
Registrant. Pursuant to the shareholder's agreement of December 8, 2000
(signed by Modern Technology Corp), Dr. Edmonds is to be paid a minimum
salary of $90,000 on or before December 8, 2001. Dr. Edmonds has agreed to
transfer to the Company all improvements of the Registrant's products and
any new software products he develops for a three year period ending
December 8, 2003. In the event this salary is not paid to Dr. Edmonds, he
will be free of the three year restriction provided all shares issued to
Mrs. Edmonds (owner of 1,591,850 shares of the Registrant, representing a
73% ownership interest) are returned to the treasury of the Registrant.
The Registrant is paying rent monthly of about $1,700 to Anneke Edmonds,
treasurer and director, for use of two rooms (about 300 square feet) in Mrs.
Edmond's home under an oral agreement on a month by month basis. Included in
the rental are monthly payments for telephone, utilities and use of
equipment, computers and software owned by Andrew and Anneke Edmonds.
Management believes the amount paid is equivalent to or less than current
market rental rates. Anneke Edmonds, treasurer and chief financial
officer/director, and Arthur Seidenfeld, secretary and director, both are
non paid officers/directors.
During the quarter ended March 31, 2002, Modern purchased 100,000 restricted
shares of the Registrant for $70,000 ($.70 per share) and Arthur Seidenfeld,
the Registrant's secretary/director purchased 21,500 restricted shares of
the registrant for $15,000 (approximately $.70 per share).
The Registrant concluded an agreement with Vfinance Investments Inc.
("Vfinance") whereby Vfinance will perform consulting services related to
corporate finance and other financial service matters. During the quarter
ended March 31, 2002, the registrant paid $10,000 and issued 50,000
restricted shares of common stock to Vfinance for these services.
Item 3. Default upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Materially Important Events. None.
Item 6. Exhibits and Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
SCIENTIO, INC.
---------------------------------------
By: Andrew Edmonds
President and Chief Executive Officer
May 5, 2002