SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q SB/A
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Act of 1934
For the quarterly period ended June 30, 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. 661,900.
10QSB-1
SCIENTIO, INC.
FINANCIAL STATEMENTS
JUNE 30, 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 - 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
(UNAUDITED)
ASSETS
June 30,
2002
---------
CURRENT ASSETS
Miscellaneous Receivable $ 2,000
---------
TOTAL CURRENT ASSETS 2,000
---------
OTHER ASSETS
Investment - Related Party, at Equity 5,124
---------
TOTAL ASSETS $ 7,124
=========
See accompanying summary of accounting policies and notes to financial
statements.
Page 1 of 10
SCIENTIO, INC.
BALANCE SHEET
(A DEVELOPMENT STAGE ENTERPRISE)
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
June 30,
2002
---------
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 445
Accounts Payable, Related Parties 15,464
---------
TOTAL CURRENT LIABILITIES 15,909
---------
SHAREHOLDERS' EQUITY (DEFICIT)
Common Stock - 30,000,000 Shares
Authorized, 661,900 Issued &
Outstanding Shares at $.001 Par Value 662
Paid In Capital 311,934
(Deficit) Accumulated during the
Development Stage (321,381)
---------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (8,785)
---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY (DEFICIT) $ 7,124
=========
See accompanying summary of accounting policies and notes to financial
statements.
Page 2 of 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
(UNAUDITED)
Cumulative
Amounts from
For the For the December 11,
Three Months Nine months 2000
Ended Ended (Inception) to
June 30, June 30, June 30,
2002 2002 2002
------------ ----------- --------------
REVENUES
Software Licensing $ 2,700 $ 2,700 $ 2,700
Interest Income -0- -0- 531
----------- ----------- -----------
2,700 2,700 3,231
----------- ----------- -----------
EXPENSES
General and Administrative
Expenses 14,845 97,732 131,396
Officer Salary 11,803 80,586 169,334
Professional Fees 3,686 10,370 21,687
Depreciation 432 1,226 2,195
----------- ----------- -----------
30,766 189,914 324,612
----------- ----------- -----------
INCOME (LOSS) BEFORE
INCOME TAXES (28,066) (187,214) (321,381)
Income Tax Expense (Benefit) -0- -0- -0-
----------- ----------- -----------
NET INCOME (LOSS) $ (28,066) $ (187,214) $ (321,381)
=========== =========== ===========
Basic and Diluted Earnings
(Loss) Per Share $ (0.02) $ (0.10) $ (0.16)
=========== =========== ===========
Weighted Average Number of Shares
Of Common Stock Outstanding -
Basic and Diluted 1,723,648 1,959,890 1,950,606
=========== =========== ===========
See accompanying summary of accounting policies and notes to financial
statements.
Page 3 of 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
(UNAUDITED)
Cumulative
For the Nine Amounts from
Months Ended December 11, 2000
June 30, (Inception) to
2002 June 30, 2002
----------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (187,214) $ (321,381)
Adjustments to Reconcile Net Income (Loss)
to Net Cash
Provided by (Used In) Operating Activities:
Depreciation 1,226 2,195
Stock Issued for Services 17,500 26,971
Change in Assets and Liabilities:
Decrease (Increase) in Miscellaneous
Receivable (2,000) (2,000)
Increase (Decrease) in Accounts Payable 15,859 15,909
---------- ----------
Net Cash Provided by (Used In)
Operating Activities (154,629) (278,306)
---------- ----------
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 97,075 326,265
(Increase) in Deferred Registration Costs -0- (40,690)
---------- ----------
Net Cash Provided By (Used In)
Financing Activities 97,075 285,575
---------- ----------
Effect of Exchange Rate Changes on Cash (457) (437)
---------- ----------
Net Increase (Decrease) in Cash and
Cash Equivalents (59,439) -0-
Cash and Cash Equivalents at Beginning
of Period 59,439 -0-
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ -0- $ -0-
========== ==========
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
Stock Returned $ (1,542) $ (1,542)
Investment Stock Received for Transfer
Of Tangible and Intangible Assets $ 5,124 $ 5,124
See accompanying summary of accounting policies and notes to financial
statements.
Page 4 of 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2002
(UNAUDITED)
NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS
Scientio, Inc. (Scientio) is a Delaware corporation. Scientio is
in the development stage. 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.
On June 3, 2002, the software products were removed from Scientio
Inc. and Scientio's principal purpose changed to acquire and
merge with an operating company.
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 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 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: INVESTMENT IN EQUITY SECURITIES (At Equity)
Investments in Non Marketable Equity Securities consist of the
following:
June 30,
2002
--------
Investment in 27% of total
shares in Scientio BVI $ 5,124
--------
$ 5,124
========
Page 6 of 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2002
(CONTINUED)
(UNAUDITED)
Since Scientio Inc. owned 27% of Scientio BVI, the investment is
accounted for under the equity method. There were no
intercompany transactions between Scientio Inc. and Scientio BVI.
NOTE 5: OFFICER SALARY AND PROFESSIONAL FEES
The Company had an agreement with its former president, Andrew
Edmonds to complete and maintain the Company's product. In this
agreement, the Company agreed to pay the officer at least $90,000
per annum. Mr. Edmonds has received $169,334 for the period
December 11, 2000 (inception) to June 30, 2002. The agreement
with M. Edmonds was terminated on May 29, 2002 with Mr. Edmond's
resignation as president and his becoming secretary of the
Company.
NOTE 6: 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 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 7: 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). On June 3, 2002, the shareholder
returned 1,541,850 shares in exchange for the software and fixed
assets of Scientio Inc. See additional information in Related
Party Transactions Note.
Page 7 of 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2002
(CONTINUED)
(UNAUDITED)
NOTE 8: 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
Nine Months December 11, 2000
Ended (inception) to
June 30, June 30,
2002 2002
----------- -----------------
Current tax expense (benefit):
Income tax at statutory rates $ -0- $ -0-
Deferred tax expense (benefit):
Operating Loss Carryforward (56,263) (91,838)
----------- -----------
(56,263) (91,838)
Valuation allowance 56,263 91,838
----------- -----------
Total Tax Expense (Benefit) $ -0- $ -0-
=========== ===========
As of As of
June 30, September 30,
2002 2001
------------ -------------
Deferred tax assets:
NOL $ 91,838 $ 35,575
Valuation allowance (91,838) (35,575)
----------- -----------
Net deferred tax assets $ -0- $ -0-
=========== ===========
The Company has net operating loss (NOL) carryforwards for income
tax purposes of approximately $321,000. $134,000 is allowed to be
offset against future income until the year 2022 when the NOL's
will expire. $187,000 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 9: 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.
Page 8 of 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2002
(CONTINUED)
(UNAUDITED)
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 June 30, 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 June 30, 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 10: 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.
NOTE 11: RELATED PARTY TRANSACTIONS
The Company paid 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 was the
President of Scientio Inc. before June, 2002. Anneke Edmonds is
the wife of Andrew Edmonds. The rental payment ended in May 2002,
and the Company has no obligation to pay the rent in the future.
On January 28, 2002, 100,000 shares were issued to Modern
Technology Corp. for $70,000. On May 1, 2002, 17,250 shares were
issued to Modern Technology Corp. for $12,075.
Page 9 of 10
SCIENTIO, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2002
(CONTINUED)
(UNAUDITED)
In June 2002, Anneke Edmonds, who owned 1,591,850 shares,
returned 1,541,850 shares. Scientio BVI was formed and 27% of
the shares were given to Scientio Inc. in return for the transfer
of all intangible and tangible assets to Scientio BVI. The
title of Scientio Inc.'s presidency was transferred from Andrew
Edmonds to Arthur Seidenfeld and Anneke Edmonds had no position
in Scientio Inc. in June 2002. Anneke Edmonds is a major
shareholder and a director of Scientio BVI. Andrew Edmonds is an
officer of Scientio Inc. as of June, 2002.
NOTE 12: INTERIM FINANCIAL REPORTING
The unaudited financial statements of the Company for the period
October 1, 2001 through June 30, 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 10 of 10
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 had been 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
had not generated any licensing revenues until this quarter ended June 30,
2002 when its first licensing contract was concluded.
The Registrant had 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 licensed its first unit of XML
Miner and XML Rule during this quarter ended June 30, 2002. To date, the
Registrant has not yet entered into any joint venture or general
consultancy agreement nor licensed any of its technology to software
development companies, although the Registrant had been in discussions
with a European software provider with the goal of reaching a joint
marketing agreement.
Management had 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 its technology directed at a larger market than just software
developers and consulting projects utilizing the Registrant's technology.
On December 8, 2000, Modern Technology Corp ("Modern") entered into an
agreement with Andrew Edmonds, former president of the Registrant and
Anneke Edmonds, former 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 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 has been in the development stage, generating its first
revenues $2,700 during this quarter ended June 30, 2002 from the licensing
of company software. During the next twelve months, the Registrant does
not anticipate the purchase of any significant amount of plant or
equipment. There are presently two employees, the Registrant's
president/treasurer and secretary, neither of which are currently drawing
any salary.
A form 8-k was filed on May 29, 2002 discussing the following actions
taken by the Board of Directors of the Registrant on that date:
Due to the inability of the Registrant to raise additional funds for
operations and to generate a material amount of licensing revenues to
date, the Registrant transferred all assets and the software business of
the Registrant to a British Virgin Island incorporated private company
entitled Scientio Incorporated ("Scientio BVI"). The private company was
set up by Andrew Edmonds, former president and currently secretary of the
Registrant. The Registrant owns a 27% ownership interest in Scientio BVI
with Andrew and Anneke Edmonds holding a 73% ownership interest in
Scientio BVI. Andrew Edmonds will put all improvements and new products
related to the Registrant's software business into Scientio BVI and Andrew
Edmonds will not compete with Scientio BVI for the next three years as it
relates to the Registrant's software products and business.
As a result of the former board of directors, Anneke Edmonds, former
treasurer and director of the Registrant has resigned and returned
1,541,850 shares of the Registrant, maintaining a 50,000 share ownership
position. Arthur Seidenfeld, formerly secretary and a director of the
Registrant became the Registrant's president, treasurer and director of
the Registrant. Andrew Edmonds, formerly president and a director of the
Registrant, became secretary and 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 of approximately $15,000-. This debt will
be repaid to Andrew Edmonds once the Registrant is merged with a private
company.
As a result, the number of outstanding shares of $.001 par value common
stock declined from 2,203,750 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., (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, Scientio BVI, 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.
To
date, the Registrant's president is actively pursuing such a merger and no
assurance can be given that such a merger of the Registrant with a private
company will take place at any time in the future.
During the nine months ended June 30, 2002, the Registrant had a net loss
of $187,214. During the period from inception (December 11, 2000) to June
30, 2002, the Registrant generated a net loss of $321,381. For the nine
months ended June 30, 2002, the Registrant's expenses consisted of general
and administrative expenses amounting to $97,732, officer's salary, paid
to the Registrant's former president of $80,586, professional fees
(primarily legal and accounting expenses) of $10,370 and depreciation of
$1,226. $2,700 of software licensing revenues were generated during this
period, specifically during the quarter ended June 30, 2002.
For the period from inception (December 11, 2000) to June 30, 2002, the
Registrant's expenses consisted of general and administrative expenses of
$131,396, officer's salary to the Registrant's former president of
$169,334, professional fees (primarily legal and accounting expenses) of
$21,687 and depreciation of $2,195. $531 of interest income and $2,700 of
software licensing revenues were generated for this period.
As of June 30, 2002, the Registrant had total assets of $7,124, consisting
of a $2,000 receivable due from a former marketing consultant of the
Registrant and an investment in shares of Scientio BVI amounting to
$5,124. Total liabilities amounted to $15,909, consisting of an accounts
payable of $15,464 almost all due to the Registrant's former president and
accrued expenses of $445. A shareholders' deficit of $8,785 existed at
June 30, 2002.
The Registrant received its initial funding from Modern, one of its
principal shareholders. As of June 30, 2002, Modern has invested
$320,575. Modern has agreed to lend the Registrant additional funds needed
to cover its working capital needs until a merger with a private company
can be concluded at which time Modern expects its loans will be repaid by
the private company merging into the Registrant. The Registrant is
hopeful such a merger will take place over the next twelve months,
although no assurance can be given that such a merger will take place in
the future.
From inception to June 1, 2002, the Registrant's former president, Andrew
Edmonds was the only officer entitled to compensation, pursuant to the
shareholder's agreement of December 8, 2000 (signed by Modern). The
shareholder's agreement was terminated on May 29, 2002 with no further
salaries beyond amounts due through May 29, 2002 due to Andrew Edmonds.
The Registrant had also been paying rent monthly of about $1,700 to Anneke
Edmonds, former 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 were monthly payments for telephone,
utilities and use of equipment, computers and software owned by Andrew and
Anneke Edmonds. This rent agreement was terminated on May 29, 2002 as part
of the shareholders agreement with Andrew Edmonds. Included in the
accounts payable of approximately $15,000- due to Andrew Edmonds are some
rent payments due through May 29, 2002. The Registrant is presently using
the offices of Modern for which it does not pay any rent.
During the six months ended June 30, 2002, Modern purchased 117,250
restricted shares of the Registrant for $82,075 ($.70 per share) and
Arthur Seidenfeld, the Registrant's president, treasurer and 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 performed 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.
Part 2. Other Information
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. None.
Item 3. Default upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Furnish the exhibits required by Item 601 of
Regulation B. None.
(b) 8-k Reports filed during the quarter.
An 8-K was filed on May 29, 2002, including items #1 and #5.
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: Arthur Seidenfeld
President, Treasurer, Chief Executive and Financial Officer
August 2, 2002