UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 10-KSB

(x) ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934

               For the fiscal year ended September 30, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934
For the transition period from                 to
                               ---------------    ---------------

                    Commission file number  333-64420
                                            ---------
                               Scientio, Inc.
             --------------------------------------------------
               (Name of small business issuer in its charter)

               Delaware                       11-3581664
             --------------------------------------------------
            (State or other jurisdiction of  (I.R.S. Employer
            incorporation or organization)   Identification No.)

              P.O. Box 940007, Belle Harbor, N.Y.    11694-0007
             --------------------------------------------------
           (Address of principal executive offices)  (Zip Code)

                Issuer's telephone number   (718) 318-0994
                                            --------------

Securities registered under Section 12 (b) of the Exchange Act:

Title of each class     Name of each exchange on
                        Which registered
-------------------     --------------------------------
-------------------     --------------------------------

Securities registered under Section 12 (g) of the Exchange Act:

--------------------------------------------------------------------
                             (Title of class)

--------------------------------------------------------------------
                             (Title of class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X ] Yes   [  ]  No

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB [  ]

State issuer's revenues for its most recent fiscal year   $2,700
                                                          ------
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days. (see
definition of affiliate in Rule 12b-2 of the Exchange Act).  $138,942.

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.

 (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court
[  ]  Yes  [  ]  No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  661,900 shares of
common stock, par value $.001

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated:
(1)     any annual report to security holders;  (2)  any proxy or
information statement; and (3)  any prospectus filed pursuant to Rule 424
(b)  or  (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g.
annual report to security holders for fiscal year ended December 24,
1990).

Registration statement declared effective on September 24, 2001.

Transitional Small Business Disclosure Format  (Check one)
Yes      ,  No   x
    -----      -----




                              SCIENTIO, INC.

                          FINANCIAL STATEMENTS

                    (A DEVELOPMENT STAGE ENTERPRISE)

                           SEPTEMBER 30, 2002





                              I N D E X


                                                           Page


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS          1


BALANCE SHEET - ASSETS                                      2


BALANCE SHEET - LIABILITIES AND EQUITY                      3


STATEMENT OF SHAREHOLDERS' EQUITY                           4


STATEMENT OF OPERATIONS                                     5


STATEMENT OF CASH FLOWS                                     6


NOTES TO THE FINANCIAL STATEMENTS                         7 - 12





          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
          --------------------------------------------------

To the Shareholders and Board of Directors of
SCIENTIO, INC.

We have audited the accompanying balance sheets of SCIENTIO, INC. (a
development stage enterprise) as of September 30, 2002 and the related
statement of operations, shareholders' equity and cash flows for the
period December 11, 2000 (inception) to September 30, 2002.  These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based upon our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements'
presentation.  We believe that our audit provides a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SCIENTIO, INC. (a
development stage enterprise) as of September 30, 2002, and the results of
its operations and its cash flows for the period ended September 30, 2002,
in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 9 to the
financial statements, the Company has incurred losses and negative cash
flows from operations from the period December 11, 2000 (inception) to
September 30, 2002 that raise substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these
matters are also described in Note 9.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


                                   GREENBERG & COMPANY LLC

Springfield, New Jersey
November 1, 2002
                                                              Page 1 of 12

                             SCIENTIO, INC.
                   (A DEVELOPMENT STAGE ENTERPRISE)
                             BALANCE SHEET



                             A S S E T S



                                             September 30,   September 30,
                                                 2002            2001
                                             -------------   -------------

CURRENT ASSETS

  Cash and Cash Equivalents                    $   -0-         $ 59,439
  Miscellaneous Receivable                       2,000              -0-
                                               -------         --------

  TOTAL CURRENT ASSETS                           2,000           59,439
                                               -------         --------

FIXED ASSETS, At Cost

  Equipment                                        -0-            5,349
  Software                                         -0-            1,648
                                               -------         --------
                                                   -0-            6,997
  Less:  Accumulated Depreciation                  -0-             (990)
                                               -------         --------

  FIXED ASSETS, net                                -0-            6,007
                                               -------         --------

OTHER ASSETS

  Deferred Registration Costs                      -0-           40,690
                                               -------         --------

  TOTAL OTHER ASSETS                               -0-           40,690
                                               -------         --------

TOTAL ASSETS                                   $ 2,000         $106,136
                                               =======         ========






See accompanying summary of accounting policies and notes to financial
statements.
                                                              Page 2 of 12

                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                             BALANCE SHEET



  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






                                             September 30,   September 30,
                                                 2002              2001
                                             -------------   -------------
CURRENT LIABILITIES

  Accounts Payable and Accrued Expenses        $  6,694               50
  Accounts Payable, Related Parties              22,765              -0-
                                               --------         --------

  TOTAL CURRENT LIABILITIES                      29,459               50
                                               --------         --------

SHAREHOLDERS' EQUITY

  Common Stock - 30,000,000 Shares
   Authorized, 661,900 and 2,015,000
   Issued & Outstanding Shares at $.001
   Par Value Respectively                           662            2,015
  Additional Paid In Capital                    311,934          238,238
  (Deficit) Accumulated during the
   Development Stage                           (340,055)        (134,167)
                                               --------         --------
  TOTAL SHAREHOLDERS' EQUITY (DEFICIT)          (27,459)         106,086
                                               --------         --------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                       $  2,000         $106,136
                                               --------         --------










See accompanying summary of accounting policies and notes to financial
statements.
                                                              Page 3 of 12



                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                   STATEMENT OF SHAREHOLDERS' EQUITY
    FOR THE PERIOD DECEMBER 11, 2000 (INCEPTION) TO SEPTEMBER 30, 2002

<TABLE>
<CAPTION>
                                                           (Deficit)                     Total
                                                          Accumulated                    Share-
                           Common Stock                    During the                   Holders
                        Number       $.001     Paid-In    Development   Subscription    Equity
                       of Shares     Value      Capital      Stage       Receivable    (Deficit)
                       ---------   ---------   --------   -----------   ------------   ----------
<S>                    <C>         <C>         <C>        <C>           <C>            <C>
Initial investment
 in Common Stock
 at December 15,
 2000                    403,000   $    403    $188,097                 $  (88,500)    $100,000

Stock issued for
 service at
 December 15, 2000        20,150         20       9,451                                   9,471

Stock issued for
 software at
 December 15, 2000     1,591,850      1,592                                               1,592

Payment on
 subscription
 receivable                                      40,690                     88,500      129,190

Net Income (Loss)
 for the period
 December 11,
 2000 (Inception)
 through Sept. 30,
 2001                                                       (134,167)                  (134,167)
                       ---------   --------    --------   ----------    ----------     --------
BALANCES AT
  SEPT. 30, 2001       2,015,000      2,015     238,238     (134,167)          -0-      106,086

Write off of deferred
 registration as
 result of approval
 of registration                                (40,690)                                (40,690)

Stock issued for
 Services                 50,000         50      17,450                                  17,500

Stock issued             100,000        100      69,900                                  70,000

Stock issued              21,500         22      14,978                                  15,000

Stock issued              17,250         17      12,058                                  12,075

Treasury Stock
 (subsequently
 retired) received
 in exchange for
 non-monetary
 assets               (1,541,850)    (1,542)                                             (1,542)

Net income (Loss)
 For the year ended
 Sept. 30, 2002                                             (205,888)                  (205,888)
                       ---------   --------    --------   ----------    ----------     --------
BALANCE AT
 SEPT. 30, 2002          661,900   $    662    $311,934   $ (340,055)   $      -0-     $(27,459)
                       =========   ========    ========   ==========    ==========     ========
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.
                                                        Page 4 of 12



                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                         STATEMENT OF OPERATIONS
                              (UNAUDITED)

                                              For the
                                            Period from       Cumulative
                                            December 11,     Amounts from
                            For the Year       2000          December 11,
                               Ended       (Inception) to        2000
                             Sept. 30,        Sept. 30,     (Inception) to
                               2002             2001        Sept. 30, 2002
                            ------------   --------------   --------------
REVENUES

  Software Licensing         $     2,700      $       -0-     $     2,700
  Interest Income                    -0-              531             531
                             -----------      -----------     -----------
                                   2,700              531           3,231
                             -----------      -----------     -----------
EXPENSES

  General and Administrative
   Expenses                      107,282           33,664         140,946

  Equity in Loss of Affiliate      5,124              -0-           5,124

  Officer Salary                  80,586           88,748         169,334

  Professional Fees               14,370           11,317          25,687

  Depreciation                     1,226              969           2,195
                             -----------      -----------     -----------
                                 208,588          134,698         343,286
                             -----------      -----------     -----------
INCOME (LOSS) BEFORE
 INCOME TAXES                   (205,888)        (134,167)       (340,055)

Income Tax Expense (Benefit)         -0-              -0-             -0-
                             -----------      -----------     -----------
NET INCOME (LOSS)             $ (205,888)     $  (134,167)    $  (340,055)
                              ==========      ===========     ===========
Basic and Diluted Earnings
  (Loss) Per Share            $     (.13)     $      (.07)    $      (.19)
                              ==========      ===========     ===========
Weighted Average Number of
 Shares of Common Stock
 Outstanding - Basic and
 Diluted                       1,632,725        2,015,000       1,802,270
                              ==========      ===========     ===========


See accompanying summary of accounting policies and notes to financial
statements.
                                                              Page 5 of 12



                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                         STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          For the        Cumulative
                                                                        Period from     Amounts from
                                                      For the Year     Dec. 11, 2000    Dec. 11, 2000
                                                         Ended        (Inception) to   (Inception) to
                                                     Sept. 30, 2002   Sept. 30, 2001   Sept. 30, 2002
                                                     --------------   --------------   --------------
<S>                                                  <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Income (Loss)                                     $(205,888)       $(134,167)        $(340,055)
 Adjustments to Reconcile Net Income (Loss)
 to Net Cash
 Provided by (Used In) Operating Activities:
  Depreciation                                             1,226              969             2,195
  Stock Issued for Services                               17,500            9,471            26,971
  Equity in Loss of Affiliate                              5,124              -0-             5,124
  Change in Assets and Liabilities:
  Decrease (Increase) in Miscellaneous
   Receivable                                             (2,000)             -0-            (2,000)
  Increase (Decrease) in Accounts Payable
   and Accrued Expenses                                   29,409               50            29,459
                                                       ---------        ---------         ---------
Net Cash Provided by (Used In)
 Operating Activities                                   (154,629)        (123,677)         (278,306)
                                                       ---------        ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of Equipment                                    (1,428)          (5,349)           (6,777)
                                                       ---------        ---------         ---------
  Net Cash Provided By (Used In)
  Investing Activities                                    (1,428)          (5,349)           (6,777)
                                                       ---------        ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from Common Stock Issuance                      97,075          229,190           326,265
 (Increase) in Deferred Registration Costs                   -0-          (40,690)          (40,690)
                                                       ---------        ---------         ---------
  Net Cash Provided By (Used In)
   Financing Activities                                   97,075          188,500           285,575
                                                       ---------        ---------         ---------
  Effect of Exchange Rate Changes on Cash                   (457)             (35)             (492)
                                                       ---------        ---------         ---------
  Net Increase (Decrease) in Cash and
   Cash Equivalents                                      (59,439)          59,439               -0-
  Cash and Cash Equivalents at Beginning
   of Period                                              59,439              -0-               -0-
                                                       ---------        ---------         ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $    -0-        $  59,439         $     -0-
                                                       =========        =========         =========
Supplemental Disclosures of Cash Flow Information:
 Cash Paid During the Period For:
  Interest Expense                                      $    -0-        $     -0-         $     -0-
      Income Tax                                        $    -0-        $     -0-         $     -0-

Non Cash Investing and Financing Transactions:
  Stock Issued for Services                             $ 17,500        $   9,471         $  26,971
  Stock Issued for Software                             $    -0-        $   1,592         $   1,592
  Treasury Stock Received in Exchange
   for Non-Monetary Assets                              $ (1,542)       $     -0-         $  (1,542)
  Investment Received for Transfer
   of Tangible and Intangible Assets                    $  5,124        $     -0-         $   5,124
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.
                                                              Page 6 of 12



                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                    NOTES TO THE FINANCIAL STATEMENTS
              FOR THE PERIOD DECEMBER 11, 2000 (INCEPTION)
                         TO SEPTEMBER 30, 2002

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.

         Estimates in Financial Statements

         The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to

                                                              Page 7 of 12

                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO THE FINANCIAL STATEMENTS
             FOR THE PERIOD DECEMBER 11, 2000 (INCEPTION)
                        TO SEPTEMBER 30, 2002
                             (CONTINUED)

         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 10).  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:
                                             Sept. 30,   Sept. 30,
                                               2002        2001
                                             ---------   ---------
            Investment in 27% and 0%
             of total shares in Scientio
             BVI as of September 30, 2002
             and 2001, respectively            $   -0-     $   -0-
                                             ---------   ---------
                                               $   -0-     $   -0-
                                             ---------   ---------

         Since Scientio Inc. owns 27% of Scientio BVI, the investment is
         accounted for under the equity method.  There were no
         intercompany transactions between Scientio Inc. and Scientio BVI.
         The following unaudited information is provided for Scientio BVI

                                                              Page 8 of 12

                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                   NOTES TO THE FINANCIAL STATEMENTS
              FOR THE PERIOD DECEMBER 11, 2000 (INCEPTION)
                         TO SEPTEMBER 30, 2002
                             (CONTINUED)

         for the period June 3, 2002 (inception) through September 30,
         2002, (the most recent information available):

              Total assets                              $    607
              Total liabilities                         $ 37,783
              (Loss) for the period June 3, 2002
               (inception) through Sept. 30, 2002       $(37,207)

         The allocated loss is limited to the amount of investment, which
         is $5,124.  This loss is recognized as Equity in Loss of
         Affiliate in the Statement of Operations.

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 Mr. 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 9 of 12

                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                    NOTES TO THE FINANCIAL STATEMENTS
              FOR THE PERIOD DECEMBER 11, 2000 (INCEPTION)
                         TO SEPTEMBER 30, 2002
                              (CONTINUED)

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
                                              Year      December 11, 2000
                                              Ended      (inception) to
                                            Sept. 30,       Sept. 30,
                                              2002            2002
                                           ----------   -----------------
         Current tax expense (benefit):
          Income tax at statutory rates    $    -0-         $    -0-
         Deferred tax expense (benefit):
          Operating Loss Carryforward       (63,546)         (99,121)
                                           --------         --------
                                            (63,546)         (99,121)
         Valuation allowance                 63,546           99,121
                                           --------         --------
         Total Tax Expense (Benefit)       $    -0-         $    -0-
                                           ========         ========

                                             As of            As of
                                           Sept. 30,        Sept. 30,
                                             2002             2001
                                           --------         --------
         Deferred tax assets:
          NOL                              $ 99,121         $ 35,575
         Valuation allowance                (99,121)         (35,575)
                                           --------         --------
         Net deferred tax assets           $    -0-         $    -0-
                                           ========         ========

         The Company has net operating loss (NOL) carryforwards for income
         tax purposes of approximately $340,000. $134,000 is allowed to be
         offset against future income until the year 2022 when the NOL's
         will expire.  $206,000 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 10 of 12

                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                    NOTES TO THE FINANCIAL STATEMENTS
              FOR THE PERIOD DECEMBER 11, 2000 (INCEPTION)
                         TO SEPTEMBER 30, 2002
                              (CONTINUED)

         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 year ended September 30, 2002,
         there is doubt about the Company's ability to continue as a going
         concern.

         Management believes that it will be able to meet its projected
         expenditures for a period of at least twelve months from
         September 30, 2002 through borrowings from affiliates.  Its
         principal plan of operations will be to merge or be acquired by a
         private entity.  However any projections of future cash needs and
         cash flows are subject to substantial uncertainty.  There can be
         no assurance that sufficient funds 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 11 of 12

                             SCIENTIO, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
                    NOTES TO THE FINANCIAL STATEMENTS
            FOR THE PERIOD DECEMBER 11, 2000 (INCEPTION)
                         TO SEPTEMBER 30, 2002
                              (CONTINUED)


         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. as of September 30, 2002.  Anneke Edmonds is a
         major shareholder and a director of Scientio BVI.  Andrew Edmonds
         is an officer of Scientio Inc. as of September 30, 2002.































                                                             Page 12 of 12




SCIENTIO, INC.

Part 1


Item 1.      Business.

     Scientio, Inc. ("The Registrant") was incorporated in the State of
Delaware on December 11, 2000. It has been engaged in the development,
marketing and support of software components that can be used to analyze
data (data mining) flowing in the XML (extensible markup language)
protocol between computers over the internet or intranets. The Registrant
had not yet generated any licensing revenues until the quarter ended June
30, 2002 when its first licensing contract was concluded, generating
$2,700- in revenues.

     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
Structfind. 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 the 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.

     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. For more information about the business of the
Registrant, reference is made to Registration Statement  #333-64420 which
is herein incorporated by reference.

     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 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 shares 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 September 30, 2002 of approximately $18,100- and debt
to Gerald Kaufman for legal services of $4,000-. These debts will be
repaid to Andrew Edmonds and Gerald Kaufman respectively once the
Registrant is merged with a private company. Modern, a reporting company
of which Arthur Seidenfeld is a president and a director and Gerald
Kaufman is a director is owed approximately $500- for expenses of the
Registrant paid by Modern.

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 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. 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.

Controls and Procedures.

     The President, who is also chief executive and chief financial
officer of the Registrant, has concluded based on his evaluation as of a
date within 90 days prior to the date of the filing of this Report, that
the Registrant's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Registrant in the
reports filed or submitted by it under the Securities Act of 1934, as
amended, is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and
forms, and include controls and procedures designed to ensure that
information required to be disclosed by the Registrant in such reports is
accumulated and communicated to the Registrant's management, including the
president, as appropriate to allow timely decisions regarding required
disclosure.

     There was no significant changes in the Company's internal controls
or in other factors that could significantly effect these controls
subsequent to the date of such evaluation.



Item 2.    Property

     As of September 30, 2002, the Registrant owned no property. The
Registrant office is located in the office of Modern, an affiliated
company for which it pays no rent.

Item 3.     Legal Proceedings

     None.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

                                 PART II

Item 5. Market for  Common Equity and Related Stockholders Matters.

     The following table sets forth, for the periods indicated, the bid
price for the Registrant's common stock as published by the OTC Bulletin
Board on their website on the Internet (otcbb.com). Prices represent
quotations between dealers without adjustment for retail markups,
markdowns or commissions, and may not represent actual transactions:

                                   High Bid     Low Bid
                                   --------     -------
Quarter ended March 31, 2002         $.90        $.30
Quarter ended June 30, 2002           .51         .30
Quarter ended Sept. 30, 2002          .30         .20

On November 19, 2002, the shares had a high bid price of $.20 and a low
bid price of $.10. On the same day, the shares were quoted at a high ask
price of $1.05 and a low ask price of $.51.

     Number of shareholders of record on November 19, 2002 was 375.

     Dividends - the Registrant has not paid any dividends since its
inception and presently anticipates that all earnings, if any, will be
retained for development and expansion of the Registrant's business and
that no dividends on the common stock will be declared in the foreseeable
future.

Item 6. Management's Discussion and Analysis or Plan of Operations.

     The Registrant is in the development stage, generating revenues of
$2,700 over the past twelve months. 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 no salaried employees).

      During the year ended September 30, 2002, the Registrant had a net
loss of $205,888. The loss is attributed to the following expenses:
general and administrative expenses of $107,282, salary of the former
president (currently secretary of the Registrant) $80,586, professional
fees, primarily legal and accounting of $14,370, equity in loss of
affiliate $5,124 and depreciation expense of $1,226. The Registrant
terminated its software operations at the end of May 2002.

     During the period from inception (December 11, 2000) to September 30,
2001, the Registrant had a net loss of $134,167. The loss is attributed to
the following expenses: general and administrative expenses of $33,664,
officer's salary- former president of the Registrant of $88,748 and
professional fees (primarily legal and accounting) of $11,317 and
depreciation expense of $969 offset by interest income of $531.

     As of September 30, 2002 the Registrant had total assets of $2,000,
consisting of a receivable due from a former marketing consultant of the
Registrant. Total liabilities (accounts payable and accrued expenses)
amounted to $29,459. Approximately $18,100 of total liabilities are due to
the Registrant's former president and $10,250 are due to the Registrant's
attorney and accountants. Shareholders deficit at Sept. 30, 2002 amounted
to $27,459.

     As of September 30, 2001, the Registrant had total assets of
$106,136, consisting of cash and equivalents of $59,439, fixed assets,
consisting of equipment and software (net of accumulated depreciation) of
$6,007 and deferred registration costs of $40,690. Total liabilities
(accounts payable and accrued expenses) amounted to $50. Shareholders
equity at September 30, 2001 amounted to $106,086.

     The Registrant received its initial funding from Modern, one of its
principal shareholders. As of September 30, 2002 Modern invested
approximately $325,000. 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. At Sept. 30, 2002, Modern was owed approximately
$500- for expenses paid for the Registrant.

     From inception to May 29, 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 rental agreement was terminated on May 29, 2002 as
part of the shareholders agreement with Andrew Edmonds. Included in the
accounts payable of approximately $18,100 due to Andrew Edmonds are some
rent payments due through May 29,2002 and a service agreement for internet
connections due through September 30, 2002.


     During the nine months ended September 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.


Item 7.     Financial Statements

     Attached.

Item 8.      Changes In and Disagreements with Accountants on Accounting
             and Financial Disclosure.
     None.


                                PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons

     The executive officers and directors of the Registrant are as
follows:

                    Age                           Term Expires
                    ---                           ------------
Arthur Seidenfeld   51   President, Treasurer     Next annual meeting
                          and Director
Andrew Edmonds      46   Secretary and Director   Next annual meeting
Gerald Kaufman      61   Director                 Next annual meeting

 Arthur Seidenfeld

Mr. Seidenfeld became president and treasurer of the Registrant on May 29,
2002. From inception until May 29, 2002, Mr. Seidenfeld served as
secretary and director of the Registrant.

      He is President and a Director of Modern Technology Corp., a public
financial consulting company, which has invested in Scientio and has spun-
off to its shareholders the Scientio shares it owned. Mr. Seidenfeld was
President of Davin Enterprises, Inc., a "blind pool" from 1987 to 1998
when it merged with Creative Masters, Inc. He is also President (since
1998) of Daine Industries, a "blind pool" which company previously owned
Lite King Corp., which merged with National Cabling Service in 2000. He
has a B.S. in Accounting from New York University School of Commerce
(1972) and an M.B.A. in Finance from Pace University (1978).

Andrew Edmonds, has been president of the Company since its formation in
December 2000 until May 29, 2002 when he became secretary of the
Registrant.  During the past ten years he has acted as a director and
chief technology officer of various companies concerned with creating
software making use of artificial and computational intelligence. In 1987,
he wrote his first commercial software product, a neural network simulator
called Neurun. This was Britain's first Neural network product. In 1989,
he formed a new company called Neural Computer Sciences and produced the
first Windows based Neural network system in 1990. In 1993, he developed a
product that dynamically created financial trading systems called Darwin
and thereafter his company, Science in Finance developed products
exclusively for Transworld Oil, a Bermuda based futures trading company.
He is the author of a variety of published papers covering Neural
networks, genetic algorithms, Chaos theory, genetic programming and Fuzzy
logic, and their applications to biotechnology, Financial time series
prediction and other areas.

     From April 2000 to December 2000 he worked on consultancy projects
investigating a speaker verification system for e-commerce applications.
Dr. Edmonds received a PhD Degree from the University of Luton in 1996 and
in 2000 he became a member of the British Computer Society.

Gerald Kaufman became a director of the Registrant on May 29, 2002. He has
been a practicing attorney for over thirty years. He has served as a
director of the Registrant, along with being a director of Modern
Technology Corp and Daine Industries Inc since 1990. He was a director of
Lite King Corp from 1998 until 2001. He has also been a director of
American Mayflower Life Insurance Co. since 1973.


Item 10. Executive Compensation

     Andrew Edmonds, the former President and currently secretary of the
Registrant received a salary of $80,586 for the period from October 1,
2001 until May 29, 2002. On May 29, 2002, he resigned as president of the
Registrant.

     For the period from inception (December 11, 2000) to September 30,
2001, Dr. Edmonds received $88,748 in officer's salary. No other officers
of the Registrant received any compensation for the inception period to
September 30, 2002.


Item 11.    Security Ownership of Certain Beneficial Owners and
            Management.

  a.  The following are known to the Registrant to be beneficial owners of
      5% of more of the Registrant's common stock.

Title of Class
--------------
Common Stock

                                Amount & Nature of     Percentage
Name of Beneficial Owner        Beneficial Ownership    of Class
------------------------        --------------------   ----------

Arthur Seidenfeld                    195,849             29.5%

Modern Technology Corp.              117,250             17.7%

Anneke Edmonds                        50,000              7.5%*

Anne Seidenfeld                       35,530              5.4%

Andrew Edmonds                           -0-              -0-

*Anneke Edmonds is the wife of Andrew Edmonds.


  b.  The shares owned by management are as follows:

Arthur Seidenfeld                    195,849
Andrew Edmonds                           -0-

Item 12. Certain Relationships and Related Transactions.

    The Registrant's corporate office is in the facility of Modern, an
affiliated company for which no charge is imposed.

Item 13. Exhibits and Reports on Form 8-K

  a)  Financial Statements and Financial Statement Schedules.

      Balance Sheet- September 30, 2002 and September 30, 2001
      Statement of Shareholders' Equity for the period December 11, 2000
      (inception) to September 30, 2002
      Statement of Operations, Cumulative Amounts from December 11, 2000
      (Inception) to September 30, 2001 and 2002 and For the Year Ended
      September 30, 2002
      Statement of Cash Flows, Cumulative Amounts from December 11, 2000
      (Inception) to September 30, 2001 and 2002 and For the Year Ended
      Sept.  30, 2002
      Notes to the Financial Statements, for the period December 11, 2000
      (inception) to September 30, 2002

  b)  Exhibit 1. Statement of Chief Executive Officer Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.

      Exhibit 2. Statement of Chief Financial Officer Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.

      Form 8-K dated 5/29/02 which is hereby incorporated by reference.

  c)  Other schedules not submitted are omitted, because the information
      is included elsewhere in the financial statements or the notes
      thereto, or the conditions requiring the filing of these schedules
      are not applicable.

      Supplemental information to be furnished with reports filed pursuant
      to Section 15 (d) of the Securities Act of 1934 by Registrant which
      have not registered securities pursuant to Section 12 of the
      Securities Act of 1934:

      a)  No annual report or proxy material has been sent to security
          holders.  When such report or proxy materials are furnished to
          securities holders subsequent to the filing of this report,
          copies shall be furnished to the Commission when sent to
          securities holders.

                              SIGNATURES


     In accordance with Section 13 or 15(d) of the Securities Act, the
Registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                            SCIENTIO, INC.
                           ----------------
                             (Registrant)


                   ---------------------------------
                         BY Arthur Seidenfeld
                   President, Treasurer and Director
                         Dated: November 25, 2002


     In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.


                              ---------------------------------
                              Arthur Seidenfeld
                              President, Principal
                              Executive and Financial Officer and Director
                              November 25, 2002


                              ---------------------------------
                              Andrew Edmonds
                              Secretary and Director
                              November 25, 2002


                              ---------------------------------
                              Gerald Kaufman
                              Director
                              November 25, 2002


                           CERTIFICATIONS

I, Arthur J. Seidenfeld certify that:

1.  I have reviewed this annual report on Form 10-KSB of Scientio, Inc.

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the circumstances
    under which such statements were made, not misleading with respect to
    the period covered by this annual report.

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all
    material respects the financial condition, results of operations and
    cash flows of the registrant, as of, and for, the periods presented in
    this annual report.

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
    we have:

    a)  designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within
        those entities, particularly during the period in which this
        annual report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the
        filing date of this annual report (the "Evaluation Date"); and

    c)  presented in this annual report our conclusions about the
        effectiveness of the disclosure controls and procedures based on
        our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based
    on our most recent evaluation, to the registrant's auditors and the
    audit committee of registrant's board of directors (or persons
    performing the equivalent function);

    a)  all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's
        ability to record, process, summarize and report financial data
        and have identified for the registrant's auditors any material
        weaknesses in internal controls: and

    b)  any fraud whether or not material, that involves management or
        other employees who have a significant role in the Registrant's
        internal controls; and

6.  The registrant's other certifying officers and I have indicated in
    this annual report whether or not there were significant changes in
    internal controls or in other factors that could significantly affect
    internal controls subsequent to the date of our most recent
    evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.

Date: November, 25 2002
                       /s/ Arthur J. Seidenfeld
                       ------------------------
                         Arthur J. Seidenfeld
                 President and Chief Executive Officer

                            CERTIFICATIONS

I, Arthur J. Seidenfeld certify that:

1.  I have reviewed the annual report on Form 10-KSB of Scientio, Inc.

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact
    necessary to make the statements made, in light of the circumstances
    under which such statements were made, not misleading with respect to
    the period covered by this annual report.

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all
    material respects the financial condition, results of operations and
    cash flows of the registrant, as of, and for, the periods presented in
    this annual report.

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
    we have:

    a)  designed such disclosure controls and procedures to ensure that
        material information relating to the registrant, including its
        consolidated subsidiaries, is made known to us by others within
        those entities, particularly during the period in which this
        annual report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the
        filing date of this annual report (the "Evaluation Date"); and

    c)  presented in this annual report our conclusions about the
        effectiveness of the disclosure controls and procedures based on
        our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based
    on our most recent evaluation, to the registrant's auditors and the
    audit committee of registrant's board of directors (or persons
    performing the equivalent function);

    a)  all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's
        ability to record, process, summarize and report financial data
        and have identified for the registrant's auditors any material
        weaknesses in internal controls: and

    b)  any fraud whether or not material, that involves management or
        other employees who have a significant role in the Registrant's
        internal controls; and

6.  The registrant's other certifying officers and I have indicated in
    this annual report whether or not there were significant changes in
    internal controls or in other factors that could significantly affect
    internal controls subsequent to the date of our most recent
    evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.




Date: November, 25 2002
                     /s/ Arthur J. Seidenfeld
                     ------------------------
                       Arthur J. Seidenfeld
               President and Chief Financial Officer