UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): May 29, 2002
------------
Scientio Inc.
------------------------------------------------------
(Exact name of registrant as specified in its chapter)
Delaware 333-64420 11-3581664
- --------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
P.O. Box 940007. Belle Harbor, N.Y. 11694-0007
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 718 318-0994
------------
=============================================================
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
As a result of the board of directors resolution signed on May 29,
2002, Anneke Edmonds, treasurer and director of the Registrant has
resigned and will return 1,541,850 shares of the Registrant, maintaining a
50,000 share ownership position. As a result, the number of outstanding
shares of $.001 par value common stock will decline from 2,203,750 to
661,900 shares.
The return of these shares results in Anneke Edmonds reducing her
ownership position in the Registrant from 72.2% to 7.55%. Arthur
Seidenfeld, secretary and director of the Registrant, becomes the
president and director of the Registrant. Arthur Seidenfeld's ownership of
195,849 shares increases his ownership position in the Registrant from
8.9% to 29.5%. Modern Technology Corp., ("Modern"), a reporting company of
which Arthur Seidenfeld is the president and a director, owns 117,250
shares, increasing its ownership interest in the Registrant from 5.3% to
17.7%. Arthur Seidenfeld has a 47.9% ownership interest in Modern.
The public shareholders of the Registrant received their shares
through a distribution of 403,000 shares purchased by Modern in the fiscal
year ended June 30, 2001. Excluding the shares distributed to Arthur
Seidenfeld, the public shareholder's ownership interest in the Registrant
(represented by 208,651 shares) has increased from 9.5% to 31.5% as a
result of the reduction in the number of outstanding shares evidenced by
the return of shares by Anneke Edmonds.
Modern invested $237,500 and purchased 403,000 shares of the
Registrant during the year ended June 30, 2001. These shares were
distributed to Modern's shareholders. In addition to the shares Arthur
Seidenfeld received as part of the distribution, he also purchased 21,500
shares for $15,000 (approximately $.70 each) during the year ended June
30, 2002. Modern also purchased an additional 117,250 shares for
approximately $82,075 ($.70 per share) during the year ended June 30,
2002.
Anneke Edmonds obtained her original 1,591,850 shares as part of the
December 2001 consulting agreement with the Registrant. The consulting
agreement is being terminated as part of the board of directors resolution
of May 29, 2002 (see item 5 in this 8K).
Item 5. Other Events and Regulation FD Disclosure.
On May 29, 2002, the Board of Directors of the Registrant took the
following actions:
Due to the inability of the Registrant to raise additional funds for
operations and to generate sales to date, the Registrant will as follows:
All assets and the software business of the Registrant are to be
transferred into a U.K. based private company or a private company set up
in the Isle of Man. The private company will be set up by Andrew Edmonds
within 15 days of the date of this action, with the Registrant holding a
27% ownership interest and Anneke or Andrew Edmonds holding a 73%
ownership interest. Andrew Edmonds will put all improvements and new
products related to the present business into the private company and
Andrew Edmonds will not compete with the private company for the next 3
years as it relates to present products and business.
Anneke Edmonds will transfer back to the treasury of the Registrant,
1,541,850 shares in exchange for the Registrant terminating the December
2000 agreement with Andrew and Anneke Edmonds. As a result of this action,
Anneke Edmonds will hold 50,000 shares of the Registrant.
Anneke Edmonds has resigned as treasurer and director of the Registrant.
Arthur Seidenfeld, formerly secretary and a director of the Registrant has
become president and director of the Registrant. Andrew Edmonds, formerly
president and a director of the Registrant, becomes secretary and a
director of the Registrant. Gerald Kaufman has been appointed a director
of the Registrant. All three current directors will resign upon remerge of
the Registrant with a private company.
The Registrant acknowledges debt to Andrew Edmonds for salaries, rent and
other expenses due June 1, 2002 (estimated at approximately $15,000). This
debt will be repaid to Andrew Edmonds once the Registrant is merged with a
private company. Andrew Edmonds will provide a trial balance and related
financial statements of the Registrant as of June 1, 2002 as soon as
possible and transfer books and records, bills and related documents to
the Registrant's New York office and update the trial balance of the
Registrant as of June 30, 2002.
As of a result of these actions, the Registrant's outstanding shares of
common stock, par value $.001 has been reduced from 2,203,750 shares to
661,900 shares. Anneke Edmonds ownership position in the Registrant has
been reduced from 72.2% to 7.55%. Arthur Seidenfeld, president and
director of the Registrant currently owns 29.5% of the outstanding shares
of the Registrant and Modern Technology Corp., a reporting company of
which Arthur Seidenfeld is president and a director and Gerald Kaufman is
a director, currently owns 17.7% of the outstanding shares of the
Registrant.
The board of directors has concluded that the Registrant would enhance
shareholder value by separation of the software business of the Registrant
into a private company, allowing it to attempt to raise capital from
private sources and allowing the Registrant to offer itself as a
reporting, trading public company for merger with a private company.
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
hereunto duly authorized.
Scientio, Inc.
--------------
(Registrant)
------------
Arthur Seidenfeld
-----------------------------------------
Arthur Seidenfeld, President and Director
Date: May 29, 2002
------------
EXHIBIT #1-
RESOLUTION OF THE BOARD OF DIRECTORS DATED MAY 29, 2002
Attached
Exhibit #1
RESOLUTION
The following action was taken by unanimous written consent of the board
of directors of Scientio, Inc. ("Scientio" as "Company") as a result of
Scientio's inability to raise additional funds for operations and the
inability to generate any sales to date.
RESOLVED
All assets and the software business of Scientio are to be transferred
into a UK based private company or a private company set up in the Isle of
Man. The private company will be set up by Andrew Edmonds within 15 days
of the date of these resolutions with Scientio holding a 27% ownership
interest and Anneke or Andrew Edmonds holding a 73% ownership interest.
Andrew Edmonds will put all improvements and new products related to the
present business to the private company and Andrew will not compete with
the private company for the next 3 years as it relates to present products
and business.
RESOLVED
Anneke Edmonds will transfer back to the treasury of 1,541,850 shares of
Scientio in exchange for Scientio terminating the Dec. 2000 agreement with
Andrew and Anneke Edmonds. Anneke Edmonds will return her stock
certificate and Arthur Seidenfeld will arrange for the transfer agent of
Scientio to issue a new certificate for 50,000 shares of Scientio in her
name and cancel her original
stock certificate of 1,591,850 shares.
RESOLVED
Anneke Edmonds shall resign as director and officer. Arthur Seidenfeld
will become President and Treasurer of Scientio. Andrew Edmonds will
become secretary. Gerald Kaufman will also become a director of Scientio
with the approval of Arthur Seidenfeld and Andrew Edmonds. All three
directors will
resign upon remerge of Scientio with a private company.
RESOLVED
Scientio will acknowledge debt to Andrew Edmonds for salaries, rent and
other expenses due June 1, 2002 (estimated at approximately $15,000).
This debt will be repaid to Andrew Edmonds once Scientio is merged with a
private company.
Andrew will provide a trial balance and related financial statements for
Scientio as of June 1, 2002 at soon as possible, transfer books and
records, bills and related documents to Scientio's New York Office and
update the trial balance of Scientio as of June 30, 2002.
RESOLVED that these resolutions may be considered as an operating
agreement and upon execution by all directors, the provisions above shall
be in force;
RESOLVED the officers of this Company are authorized to sign any and all
documents necessary to carry out the interest of the above.
Dated: May 29, 2002
Agreed to:
- -------------- --------------
Anneke Edmonds Director: Anneke Edmonds
- -------------- --------------
Andrew Edmonds Director: Andrew Edmonds
- -------------- -----------------
Director: Arthur Seidenfeld