-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nxs59RULacHgGDTSuBuxudtkC8oOxnorbkoN9qQLp7Ka4UEm6U/KaZEpbK+dOf3I UJn2y6xeFSWTuwWSfWZUsg== 0001023175-01-500294.txt : 20020410 0001023175-01-500294.hdr.sgml : 20020410 ACCESSION NUMBER: 0001023175-01-500294 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOGIO INC CENTRAL INDEX KEY: 0001085278 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 841370590 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27453 FILM NUMBER: 1786892 BUSINESS ADDRESS: STREET 1: 1760 FREMONT DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84104 BUSINESS PHONE: 8018169904 MAIL ADDRESS: STREET 1: 1760 FREMONT DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84104 FORMER COMPANY: FORMER CONFORMED NAME: WORDCRUNCHER INTERNET TECHNOLOGIES DATE OF NAME CHANGE: 19990428 10-Q 1 logio10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: September 30, 2001 OR [ ] 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 registrant as specified in its charter) Nevada 87-0627910 (State of incorporation) (I.R.S. Employer Identification No.) 180 South 300 West, Suite 400 Salt Lake City, Utah 84101 (801) 578-9020 (Address and telephone number of principal executive offices and principal place of business) 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 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 November 7, 2001, the Registrant 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. TABLE OF CONTENTS PART I: FINANCIAL INFORMATION Item 1: Financial Statements........................................... 3 Item 2: Management's Discussion and Analysis or Plan of Operations.... 11 Item 3: Quantitative and Qualitative Disclosures About Market Risk..... 13 PART II: OTHER INFORMATION Item 1: Legal Proceedings............................................. 13 Item 6: Exhibits and Reports filed on Form 8-K........................ 14 Signatures............................................................. 15 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, 2001 and 2000, are 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 months ended September 30, 2001, 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, Dec 31, 2001 2000 ------------- ------------- CURRENT ASSETS (Unaudited) Cash and cash equivalents $ - $ 25,849 Accounts receivable - 3,169 ------------- ------------- Total current assets - 29,018 ------------- ------------- PROPERTY & EQUIPMENT, net 124,085 1,485,182 ------------- ------------- $ 124,085 $ 1,514,200 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term capital lease obligations $ 908 $ 242,417 Capital leases past due 440,174 - Overdraft in bank 23,766 - Payables - past due 218,470 215,720 Accounts payable - 4,885 Accrued expenses 26,077 27,433 Note payable -parent company 122,328 - ------------- ------------- Total current liabilities 831,723 490,455 CAPITAL LEASE OBLIGATIONS, less current maturities - 222,546 STOCKHOLDERS' EQUITY Preferred stock - - Common stock 18,426 18,426 Additional paid-in capital 18,893,398 18,731,993 Deficit accumulated during the development stage (19,619,371) (17,949,220) Treasury stock (91) - ------------- ------------- Total stockholders' equity (707,638) 801,199 ------------- ------------- $ 124,085 $ 1,514,200 ============= ============= 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 amounts Nine months ended Three months ended since September 30, September 30, inception 2001 2000 2001 2000 ------------- ------------- ------------- ------------- ------------- Net revenues $ 147,273 $ - $ 2,180 $ - $ 646 ------------- ------------- ------------- ------------- ------------- Cost of sales 478,813 - 440,907 - 140,161 ------------- ------------- ------------- ------------- ------------- Gross profit (loss) (331,540) - (438,727) - (139,515) ------------- ------------- ------------- ------------- ------------- Research and development 3,361,201 12,072 1,672,316 - 113,264 Selling and marketing expenses 1,651,787 - 658,034 - 28,417 General and administrative 3,215,508 132,922 976,183 14,466 326,393 Depreciation and amortization 1,311,477 338,659 606,141 32,244 205,137 Compensation expense for stock options 2,274,605 161,405 631,242 - 50,400 Impairment losses 987,372 987,372 - - - ------------- ------------- ------------- ------------- ------------- Total operating expenses 12,801,949 1,632,430 4,543,916 46,710 723,611 ------------- ------------- ------------- ------------- ------------- Loss from operations (13,133,489) (1,632,430) (4,982,643) (46,710) (863,126) ------------- ------------- ------------- ------------- ------------- Other income (expense) Interest income 249,105 17 55,002 - 20,167 Interest expense (193,713) (35,076) (96,422) (16,289) (33,431) Finance charges (217,816) (413) (133,703) (413) (133,703) Other (6,417) (2,249) (2,215) 14,220 (2,215) ------------- ------------- ------------- ------------- ------------- (168,841) (37,721) (177,338) (2,482) (149,182) ------------- ------------- ------------- ------------- ------------- Loss before extraordinary item (13,302,330) (1,670,151) (5,159,981) (49,192) (1,012,308) ------------- ------------- ------------- ------------- ------------- Extraordinary gain 217,180 - 204,238 - 204,238 ------------- ------------- ------------- ------------- ------------- NET LOSS (13,085,150) (1,670,151) (4,955,743) (49,192) (808,070) ------------- ------------- ------------- ------------- ------------- Deduction for dividends and accretion (6,534,221) - (64,360) - - ------------- ------------- ------------- ------------- ------------- Net loss attributable to common stockholders $(19,619,371) $ (1,670,151) $ (5,020,103) $ (49,192) $ (808,070) ============= ============= ============= ============= ============= Net loss per common share - basic and diluted Before extraordinary item and deduction for dividends and accretion (1.37) (0.09) (0.37) - (0.05) Extraordinary gain 0.02 - - - - Deduction for dividends and accretion (0.67) - - - - ------------- ------------- ------------- ------------- ------------- $ (2.02) $ (0.09) $ (0.37) $ - $ (0.05) ============= ============= ============= ============= ============= Weighted-average number of shares outstanding - basic and diluted 9,702,885 18,425,830 13,509,126 18,425,830 16,644,408 ============= ============= ============= ============= ============= The accompanying notes are an integral part of these financial statements
4
Logio, Inc. (a Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Cumulative amounts Nine Months since ended September 30, inception 2001 2000 ------------- ------------- ------------- Increase (decrease) in cash and cash equivalents Cash flows from operating activities Net loss $(13,085,150) $ (1,670,151) $ (4,955,743) Adjustments to reconcile net loss to net cash used in operating activities Depreciation & amortization 1,311,477 338,659 606,141 Issuance of common stock, warrants and options for compensation and other expenses 2,945,773 161,405 721,242 Impairment losses 987,372 987,372 - Bad debt expense 34,169 3,169 6,000 Loss (gain) on disposal of assets 26,214 23,999 2,215 Finance charges for stock conversion 217,403 - 133,703 Other adjustment 34,661 34,661 - Extraordinary gain (217,180) - (204,238) Changes in assets and liabilities Accounts receivable - - (34,079) Interest receivable - - 1,983 Prepaid expenses and other assets - - 242,451 Accounts payable 218,470 (2,135) (77,336) Accrued expenses 26,077 (1,356) (14,586) ------------- ------------- ------------- Total adjustments 5,584,436 1,545,774 1,383,496 ------------- ------------- ------------- Net cash used in operating activities (7,500,714) (124,377) (3,572,247) ------------- ------------- ------------- Cash flows from investing activities Purchases of property and equipment (1,462,392) - (92,829) Proceeds from disposal of assets 11,066 11,066 - (Increase) decrease in short-term investments - - 1,454,207 Repayment of notes receivable from related parties 117,700 - 1,955 Notes receivable issued to related parties (117,700) - - Increase in deposits - - 200 ------------- ------------- ------------- Net cash provided by (used in) investing activities (1,451,326) 11,066 1,363,533 ------------- ------------- ------------- Cash flows from financing activities Overdraft in bank 23,766 23,766 - Proceeds from issuance of common stock 1,909,250 - 907,600 Proceeds from issuance of preferred stock 6,300,000 - - Repurchase of common stock (91) (91) - Cash paid for fees associated with preferred stock issuance (392,100) - - Net proceeds from issuance of notes payable to related parties 1,545,328 122,328 1,423,000 Principal payments under capital lease obligations (636,006) (58,541) (267,556) Proceeds from issuance of long term obligations and notes payable 998,682 - - Principal payments of long-term obligations and notes payable (796,789) - (738,475) ------------- ------------- ------------- Net cash provided by financing activities 8,952,040 87,462 1,324,569 ------------- ------------- ------------- Net increase(decrease) in cash and cash equivalents - (25,849) (884,145) Cash and cash equivalents at beginning of period - 25,849 1,055,371 ------------- ------------- ------------- Cash and cash equivalents at end of period $ - $ - $ 171,226 ============= ============= ============= Supplemental disclosures of cash flow information: Cash paid for interest $ 168,854 $ 7,259 $ 98,551 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, 2001 (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 temporarily 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 from the acquisition date to September 30, 2001 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, 2001 (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-Q 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 and ninemonths ended September 30, 2001 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. Management believes that the estimates used in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates. Impairment of Long-Lived and Intangible Assets - ---------------------------------------------- The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, which requires that impairment losses be recognized on such assets when indicators of impairment are discovered and estimated undiscounted future cash flows to be generated from those assets are less than their carrying value. During the nine months ended September 30, 2001, as a result of certain events (Notes 2 and 3) and management's assessment of impaired assets due to the Company's inability to generate cash flows, the Company recorded $987,372 in losses relating to the impairment of certain long-lived assets. 7 Logio, Inc. A wholly owned subsidiary of Pacific WebWorks, Inc. (a development stage company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 (Unaudited) NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION - Continued Recently Issued Accounting Pronouncements - ------------------------------------------ In June 2001, the Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards No. 141 (SFAS 141), "Business Combinations" and No. 142 (SFAS 142), "Goodwill and Other Intangible Assets", which establishes new standards for the treatment of goodwill and other intangible assets. SFAS 142 is effective for fiscal years beginning after December 31, 2001. SFAS 142 prescribes that amortization of goodwill will cease as of the adoption date. The Company does not believe adoption of these standards will have a material impact on its financial position and results of operations and financial position. In October 2001, the FASB issued Statement of Financial Accounting Standard No. 144 (SFAS 144), "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS replaces Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". SFAS 144 prescribes, among other things, an accounting model for long-lived assets to be disposed of including sales and discontinued operations. The Company is evaluating the impact of this pronouncement on its financial position and results of operations in future filings. 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 has a limited operating history and has sustained losses since inception. In addition the Company had negative cash flows from operations of $124,377 and $3,572,247 during the nine-month periods ended September 30, 2001 and 2000, respectively and $3,956,340 during the year ended December 31, 2000. The company had negative working capital of $831,723 at September 30, 2001 and $461,437 at December 31, 2000. As a result, the Company has relied significantly upon equity and debt funding to support certain of its operations. In March 2001, the Company became unable to make payment on its payables and certain of its capital lease agreements related to hardware and infrastructure. As a result of these defaults, the Company's most significant debtor obtained possession of the equipment under its lease agreements in May of 2001 and filed a complaint for the full amount of the lease balance (see Note 5). These events have caused impairments related to the loss of the equipment under capital leases and other long-lived assets related to the equipment to be recorded during second quarter 2001 (see Note 3). Impairment losses recorded for these events totaled $987,372 for the nine months ended September 30, 2001. 8 Logio, Inc. A wholly owned subsidiary of Pacific WebWorks, Inc. (a development stage company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 (Unaudited) NOTE 2 - MANAGEMENT'S PLANS AND ISSUES AFFECTING LIQUIDITY - Continued The Company may not be able to generate positive cash flows from operations in the foreseeable future as it is unable to obtain funding from traditional sources, has ceased operations and development and has no cash balances. In addition to the lease defaults approximating $440,000, the Company is unable to pay liabilities approximating $391,500 to various professional services firms, vendors, the Company's parent 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. NOTE 3 - IMPAIRMENT LOSSES As discussed in Note 2, in March 2001, the Company was unable to make payment on some of its capital lease obligations. The Company transferred the equipment back to the vendor in May 2001. The default on these and other capital lease obligations, approximating $440,000 at September 30, 2001, results in impairment losses of $122,685, representing cash down payments by Logio at the beginning of the leases that were being amortized over the life of the leases and $788,847 in equipment under capital leases and related software and equipment. The leases expire through December 2002. In January 2001, the Company was notified by a software vendor that, due to its default on financing arrangements, the software license was terminated. The termination of the software license represents an impairment of $75,840 to the net asset and the payable in default of approximately $100,000 is included in payables past due. NOTE 4 - STOCK OPTIONS AND WARRANTS In February 2001 and immediately previous to the completion of the acquisition of Logio, Inc. by Pacific WebWorks, Inc., approximately 90,000 Logio, Inc. options were accelerated in their vesting terms in accordance with the terms of the grant agreements. This acceleration resulted in a $161,405 charge for the remaining, unearned intrinsic value of the options accelerated. Also, in February 2001, and in conjunction with the acquisition of the Company by Pacific WebWorks, Inc., the board of directors of the Company's Parent converted Logio options to Pacific WebWorks options at a rate of one Pacific WebWorks option for every 6.6 Logio option held on the date the acquisition was effectively completed (February 8, 2001). 9 Logio, Inc. A wholly owned subsidiary of Pacific WebWorks, Inc. (a development stage company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001 (Unaudited) NOTE 5 - COMMITMENTS AND CONTINGENCIES Threatened litigation - --------------------- As previously discussed, in March 2001, the Company was unable to make payment on some of its capital lease obligations. The Company transferred the equipment back to the vendor in May of 2001. The default on these and other capital lease obligations totals $440,174. These leases have been classified as current liabilities in accordance with the terms of default under the lease agreements. The creditor filed a complaint pursuant to the default seeking the full amount of the default plus legal fees. This matter was dismissed without prejudice in the State of Minnesota on September 24, 2001. The Company is involved in other 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. Line-of-Credit and Intercompany Agreement - ----------------------------------------- The Company has entered into a Line-of-Credit and Intercompany Agreement with Pacific WebWorks, Inc. (its only shareholder and parent company). The Line-of-Credit Agreement, among other things, allows 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 is payable on demand. The Company is also charged $1,067 monthly under the Intercompany Agreement for management related fees and records income of $1,422 monthly for rental of certain its fixed assets. The equipment may be rented by Pacific WebWorks until such time as Logio, Inc. re-commences development of its Internet products. Intercompany transactions under the Line-of Credit and Intercompany Agreement during the nine months ended September 30, 2001 are as follows: Management fee expense $ 9,603 Rental Income (12,798) Interest expense 8,954 Other (2,215) ---------- Net intercompany transactions $ 3,544 ========== 10 In this report references to "Logio," "we," "us," and "our" refer to Logio, Inc. FORWARD LOOKING STATEMENTS This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q 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 and in the industries in which Logio may participate; competition within Logio's chosen industry, including competition from much larger competitors; technological advances and failure by Logio to successfully develop business relationships. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Logio, Inc., formerly WordCruncher Internet Technologies, Inc., is the wholly owned subsidiary of Pacific WebWorks, Inc. In October 2000 we temporarily ceased our development activities and preliminary operations related to the Logio business directory and directory services due to funding constraints and in anticipation of our acquisition by Pacific WebWorks in February 2001. We may not be able to generate positive cash flows from operations because we are not actively marketing any products and the production and operation of a portal or directory have been discontinued. Results of Operations The following discussions are based on our consolidated financial statements included with this report. Comparisons are presented for the three (the third quarter) and nine month periods ended September 30, 2001 and 2000. Gross profit. We had no revenues, cost of sales or gross profit for the third quarter and nine month period ended September 30, 2001, because we temporarily discontinued operations of our portal and directory services and the logio.com site. The revenues of $646 in the 2000 third quarter and revenues of $2,180 in nine month period were derived from sales of advertising on the Logio site. The $140,161 costs of sales for the 2000 third quarter and $440,907 for the nine month period included the cost of services, hosting, support and monitoring related to the logio.com site. Cost of sales resulted in a gross loss of $139,515 for the 2000 third quarter and $438,727 for the nine month period. Research and development expenses. Research and development expenses were only $12,072 for the 2001 nine month period and $0 for the 2001 third quarter. For the 2000 nine month period we recorded research and development expenses of $1,672,316 and for the 2000 third quarter $113,264 of these expenses. For the 2000 periods these expenses were predominately related to the development and launch of our Logio site, which involved a number of employees and consultants engaged in continued site and directory development and enhancement and the retention of other third party service providers related to other site content. Selling and marketing expenses. We did not record any of these type of expenses during the 2001 nine month period and third quarter. These expenses were $28,417 for the 2000 third quarter and $658,034 for the 2000 nine month period. Selling and marketing expenses were primarily related to compensation to employees for strategic marketing, content, public relations and for other consultants and third party services. 11 General and administrative expense. These expenses consist of all finance and administrative salaries and benefits, rental of office space, professional fees and other general office expenses. General and administrative expenses were $132,922, or 8.2% of total operating expenses for the 2001 nine month period compared to $976,183, or 21.5% of total operating expenses for the 2000 nine month period. For the 2001 third quarter these expenses were $14,466, or 31.0% of total operating expenses and $326,393, or 45.1% of total operating expenses for the 2000 third quarter. Depreciation and amortization. These expenses were $338,569, or 20.7% of our total operating expenses for the 2001 nine month period and $32,244, or 69.0% for the 2001 third quarter compared to $606,141, or 13.3% of total operating expenses for the 2000 nine month period and $205,137, or 28.3% of total operating expenses for the 2000 third quarter. These expenses were a result of the purchase of computer equipment and software technology, mostly on capital lease agreements, and the related depreciation charges. The computer equipment and software were required to launch and maintain the Logio site and related Logio directory and we remain obligated under these agreements even though we have ceased these activities. Compensation expense for stock options. These charges reflect the intrinsic value of stock options granted to employees and directors recorded as earned by the employee or director over each period of service. Compensation expenses decreased $469,837 for the 2001 nine month period compared to the 2000 nine month period. The overall decrease in compensation expenses for stock options represents the forfeiture of options during 2000, management's efforts to discontinue granting of options at an exercise price less than fair market value, and the completion of vesting periods for certain employee options. Compensation expense was $161,405, or 9.9% of total operating expenses in the 2001 nine month period compared to $631,242, or 13.9% of total operating expenses for the 2000 nine month period. These expenses for the 2001 nine month period relate to options to purchase 90,000 Logio common shares which were accelerated per the terms of the grant agreements prior to the completion of our acquisition by Pacific WebWorks. This charge reflects the unearned intrinsic value of the accelerated options. We did not record any compensation expense in the 2001 third quarter and these expenses were $50,400, or 7.0% of total operating expenses in the 2000 third quarter. Impairment losses. For the 2001 nine month period, impairment losses of $987,372 accounted for 60.0% of our total operating expenses. These impairment losses were related primarily to the return of leased equipment and software which is discussed in more detail in "Liquidity and Capital Resources," below. Total operating expenses. Due to the lack of operations in the 2001 third quarter and nine month period our total operating expenses dropped $2,911,486 for the 2001 nine month period compared to the 2000 nine month period and they dropped $676,901 for the 2001 third quarter compared to the 2000 third quarter. Other income or expense. For the 2001 nine month period other expenses decreased $139,617 compared to the 2000 comparable period and decreased $146,700 for the 2001 third quarter compared to the 2000 third quarter. The decrease was primarily the result of a drop in finance charges and interest expenses. Net loss. We recorded a net loss of $1,670,151 for the 2001 nine month period and a loss of $49,192 for the 2001 third quarter compared to a net loss of $4,955,743 for the 2000 nine month period and $808,070 for the 2000 third quarter. The loss per share was $0.09 for the 2001 nine month compared to $0.37 for the 2000 nine month period and $0.00 per share for the 2001 third quarter compared to $0.05 for the 2000 comparable period. Liquidity and Capital Resources At September 30, 2001, we had no cash on hand and no total current assets compared to $25,849 cash on hand and total current assets of $29,018 at the year ended December 31, 2000. Our total current liabilities were $831,723 at the 2001 nine month period compared to $490,455 at the 2000 fiscal year. Our accumulated deficit is $19,619,371 as of September 30, 2001. We have delayed operations, have had a limited operating history, have 12 recorded losses since our inception and have relied upon equity and debt funding to support our operations. We may be unable to generate positive cash flows from operations in the foreseeable future. These factors raise substantial doubt that we can continue as a going concern. 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 and $1,067 owed for monthly management fees to Pacific WebWorks. Net cash used in operating activities for the nine month period ended September 30, 2001, was $124,377 compared to $3,572,247 for the 2000 nine month period. Net cash provided by investing was $11,066 in the 2001 period compared to $1,363,533 for the 2000 period. Net cash provided by financing activities was $87,462 for the 2001 period and was primarily the result of issuance of $122,328 in notes payable to related parties and a bank overdraft of $23,766. For the 2000 nine month period $1,324,569 net cash was provided by financing activities primarily from the issuance of notes payable for $1,423,000 and proceeds of $907,600 from the issuance of common stock In March 2001 we were unable to make payments on our payables and capital lease agreements related to hardware and our operating infrastructure, which resulted in defaults under those agreements. Accordingly, we have recorded impairment losses of $987,372 for the 2001 nine month period. We defaulted on a licensing agreement with Oracle Corporation and may no longer rely on that software license. We have recorded an impairment loss of $75,840 to the net asset and recorded a payable in default of approximately $100,000. We also defaulted on capital lease agreements with Sun Microsystems Finance from whom we leased the server equipment necessary to host our web site. We returned the equipment to Sun Microsystems in May 2001. Accordingly, our financials show impairment losses of $122,685, representing the cash down payments Logio made at the beginning of the leases which were amortized over the life of the lease, and $788,847 related to losses for equipment under capital leases and related software and equipment. Management intends to negotiate settlements of the defaults, but cannot ensure that we will be successful in such negotiations. In addition to defaults approximating $440,000, we are unable to pay liabilities of approximately $375,000 to various professional services firms, vendors, Pacific WebWorks and an overdraft in a bank account. In January 2001 we obtained a line of credit of $120,000 from our parent corporation, Pacific WebWorks. Pursuant to the agreement we would receive advancements up to $120,000 at 12% interest with the advancements collateralized by all the business assets of Logio. We agreed to pay management fees of $1,067 per month to Pacific WebWorks and Pacific WebWorks agreed to rent certain of our fixed assets for $1,422 per month. Based upon our inability to satisfy our obligations we may be required to seek bankruptcy protection if we are unable to obtain other financing. Management expects to resume development and operations in the future when sufficient funding is available for specific products; however, management cannot predict when or if such funding may be obtained. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not applicable. PART II: OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS In June 2001 Sunrise International Leasing Corporation, a Minnesota corporation and assignee of Sun Microsystems Finance, filed a complaint in the Fourth District Court, County of Hennepin, of the State of Minnesota related to the default under the equipment lease agreement between Logio and Sun Microsystems. Sunrise International sought damages of $444,589.40 and costs and reasonable attorney fees. On September 24, 13 2001, this matter was dismissed without prejudice in the State of Minnesota. ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) Part II Exhibits. Exhibit Description - ------- ------------ 2.1 Agreement and Plan of Reorganization between Logio and Pacific WebWorks, Inc., dated October 31, 2000 3.1 Articles of Incorporation as amended 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 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Logio, Inc. 11/13/01 /s/ Kenneth W. Bell Date: ________________ By: ______________________________________________ Kenneth W. Bell, President and Director 11/13/01 /s/ Thomas R. Eldgredge Date: ________________ By: ______________________________________________ Thomas R. Eldredge, Secretary and Director 15 EX-3.1 3 logioex31.txt ARTICLES OF INCORPORATION AS AMENDED ARTICLES OF INCORPORATION AS AMENDED OF LOGIO, INC. The undersigned, natural person of eighteen years or more of age, acting as incorporator of a Corporation (the "Corporation") under the Nevada Revised Statutes, adopts the following Articles of Incorporation for the Corporation: ARTICLE I NAME OF CORPORATION The name of the Corporation is Logio, Inc. ARTICLE II The aggregate number of shares which this Corporation shall have the authority to issue is 60,000,000 shares of Common Stock, $.001 par value per share, all of such common shares shall have the same rights and preferences and shall be nonassessable, and 50,000 shares of Preferred Stock. $.01 par value per share the preferred stock to be issued in such series with such rights, preferences and designations as determined by the Corporation's board of directors. The board of directors of the corporation shall have complete authority to prescribe, the classes, series and number of each class or series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of the preferred stock. The Corporation is authorized to issue 60,000,000 shares of common stock, par value $.001 per share. ARTICLE III REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation is 2995 El Camino Road, Las Vegas, Nevada 89146 and the name of its initial registered agent at such address is Dennis Evans. ARTICLE IV INCORPORATOR The name and address of the incorporator is: NAME ADDRESS Anita Patterson 824 5th Avenue, Apartment A Salt Lake City, Utah 84103 ARTICLE V DIRECTORS The members of the governing board of the Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of the Corporation, provided that the number of directors shall not be reduced to less than one (1). The name and address of the board of directors, which shall be three in number, are as follows: Kenneth W. Bell 180 South 300 West, Suite 400 Salt Lake City, Utah 84101 James Johnston 180 South 300 West, Suite 400 Salt Lake City, Utah 84101 M. Daniel Lunt 180 South 300 West, Suite 400 Salt Lake City, Utah 84101 ARTICLE VI GENERAL A. The board of directors shall have the power and authority to make and alter, or amend, the bylaws, to fix the amount in cash or otherwise, to be reserved as working capital, and to authorize and cause to be executed the mortgages liens upon the property and franchises of the Corporation. B. The board of directors shall, from time to time, determine whether, and to what extent, and at which times and places, and under what conditions and regulations, the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have the right to inspect any account, book or document of this Corporation except as conferred by the Statutes of Nevada, or authorized by the directors or any resolution of the stockholders. C. No sale, conveyance, transfer, exchange or other disposition of all or substantially all of the property and assets of this Corporation shall be made unless approved by the vote or written consent of the stockholders entitled to exercise two-thirds (2/3) of the voting power of the Corporation. D. The stockholders and directors shall have the power to hold their meetings, and keep the books, documents and papers of the Corporation outside of the State of Nevada, and at such place as may from time to time be designated by the bylaws or by resolution of the board of directors or stockholders, except as otherwise required by the laws of the State of Nevada. E. The Corporation shall indemnify each present and future officer and director of the Corporation and each person who serves at the request of the Corporation as an officer or director of the Corporation, whether or not such person is also an officer or director of the Corporation, against all costs, expenses and liabilities, including the amounts of judgments, amounts paid in compromise settlements and amounts paid for services of counsel and other related expenses, which may be incurred by or imposed on him in connection with any claim, action, suit, proceeding, investigation or inquiry hereafter made, instituted or threatened in which he may be involved as a party or otherwise by reason of any past or future action taken or authorized and approved by him or any omission to act as such officer or director, at the time of the incurring or imposition of such costs, expenses, or liabilities, except such costs, expenses or liabilities as shall relate to matters as to which he shall in such action, suit or proceeding, be finally adjudged to be liable by reason of his negligence or willful misconduct toward the Corporation or such other Corporation in the performance of his duties as such officer or director, as to whether or not a director or officer was liable by reason of his negligence or willful misconduct toward the Corporation or such other Corporation in the performance of his duties as such officer or director, in the absence of such final adjudication of the existence of such liability, the board of directors and each officer and director may conclusively rely upon an opinion of legal counsel selected by or in the manner designed by the board of directors. The foregoing right of indemnification shall not be exclusive of other rights to which any such officer or director may be entitled as a matter of law or otherwise, and shall inure to the benefit of the heirs, executors, administrators and assigns of each officer or director. -----END PRIVACY-ENHANCED MESSAGE-----