U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO __________
COMMISSION FILE NUMBER:
MICRON ENVIRO SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
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<CAPTION>
<S> <C> <C>
NEVADA
(State or other jurisdiction of (Primary Standard Industrial 98-0202-944
incorporation or organization) Classification Code Number) (I.R.S. Employer Identification No.)
</TABLE>
17920-105 Avenue, Suite 200, Edmonton, Alberta, Canada T5S 2H5
(Address of principal executive offices) (Zip Code)
(780) 414-1525
(Issuer's Telephone Number, including Area Code)
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
Telephone: 949.660.9700
Facsimile: 949.660.9010
(Name, Address and Telephone Number of Agent for Service)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer (1) has 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. [_] Yes [_]
No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of September 31, 1999, there were
7,620,000 shares of the issuer's $.001 par value common stock issued and
outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MICRON ENVIRO SYSTEMS INC
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
September 30 1999
Expressed in US Dollars
(Unaudited - Prepared By Management)
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<CAPTION>
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ASSETS
Sep 30/99 Dec 31/98
CURRENT ASSETS
Cash In Bank $ 41,294
Accounts Receivable 21,282
Notes Receivable 16,654
PrePaid Expenses 3,900
Guaranteed Investment Certificates 29,828
Inventory 121,580 $ 13,019
PROPERTY & EQUIPMENT
Machines and Equipment 124,146 1,783
Dies and Molds 52,344 1,783
Less: Depreciation Allowances (4,473)
INTANGIBLE ASSETS
Pre-Patent Rights 1,248 1,248
Manufacturing & Technology License 225,052
OTHER ASSETS
Organizational Costs 15,874 2,500
Less: Amortization Allowance (1,405) (375)
--------------- ---------------
TOTAL ASSETS $ 647,324 $ 19,958
=============== ===============
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 28,236
LONG TERM LIABILITIES
Notes Payable 409,710 $ 18,654
Business Loan 148,871
STOCKHOLDERS' EQUITY
Common Stock: 200,000,000 authorized @ $.001 par value
7,620,000 shares issued and outstanding @ $.001 7,620 5,000
Paid-In-Capital in Excess of Par 264,380 5,000
RETAINED EARNINGS
Net Loss 1998 (Development Stage) (8,696) (8,696)
Prior Year Adjustment (47,024)
Net Loss (Development Stage) (155,773)
--------------- ---------------
TOTAL LIABILIITES & EQUITY $ 647,324 $ 19,958
=============== ===============
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<PAGE>
MICRON ENVIRO SYSTEMS INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
Expressed in US Dollars
(UNAUDITED - PREPARED BY MANAGEMENT)
For the Nine Months Ended September 30, 1999
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<CAPTION>
3rd Quarter 3rd Quarter
Ended Ended
Sep 30/99 Sep 30/98
US$ US$
<S> <C> <C>
Cash from Operating Activities
Net Loss (155,773) (7,500)
Adjustments to reconcile for Cash Basis
Prior Year Adjustment (47,024)
Amortization 1,405 375
Depreciation 4,473
Net Changes To:
Accounts Receivable (21,282)
Inventory (108,562) (13,018)
Notes Receivable (16,654)
Prepaid Expenses (3,900)
Accounts Payable 28,236
------------ ------------
Net Cash used in Operating Activities (319,081) (20,143)
------------ ------------
Cash outflows from Investing Activities
Purchase of Assets (395,849) (1,248)
Organizational Coss Incurred (15,874) (2,500)
------------ ------------
(411,723) (3,748)
------------ ------------
Cash inflows from Financing Activities
Notes Payable 391,056
Proceeds from sale of common stock 262,000 18,654
Proceeds from Bank Loan 148,871 10,000
------------ ------------
801,927 28,654
------------ ------------
------------ ------------
Net Change to Cash and Cash Equivalents 71,123 4,763
------------ ------------
Cash and Cash Equivalents Consist of:
Cash In Bank 41,294 4,763
GIC's 29,829
------------ ------------
71,123 4,763
------------ ------------
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<PAGE>
MICRON ENVIRO SYSTEMS INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
AND ACCUMULATED DEFICIT (UNAUDITED - PREPARED BY MANAGEMENT)
Expressed in US Dollars
For the Nine Months Ended September 30, 1999
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<CAPTION>
3rd Quarter 3rd Quarter
Ended Ended
Sep 30/99 Sep 30/98
US$ US$
<S> <C> <C>
OTHER INCOME 6,911
EXPENSES
Amortization 1,405
Bank Charges 6,696
Depreciation 4,473
Equipment Rental 2,444
Insurance 2,304
Office Expenses 2,216 400
Processing Charges 16,552
Professional Fees 74,571 6,000
Rent 10,528
Research & Development 7,810
Salaries & Wages 11,078
Shop Supplies 3,626
Telephone 3,268
Travel 18,883 1,100
-------- --------
TOTAL EXPENSES 165,854 7,500
-------- --------
GAIN/(LOSS) ON CURRENCY EXCHANGE 3,170 0
ACCUMULATED DEFICIT (155,773) (7,500)
======== ========
</TABLE>
EARNINGS PER SHARE -0.03
<PAGE>
MICRON ENVIRO SYSTEMS INC.
(A Development Stage Company)
Notes to the Financial Statements (Unaudited - Prepared by Management)
September 30, 1999
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Micron Enviro Systems Inc., formerly Strathcona Capital Corp., (hereinafter the
"Company"), was incorporated in January 1998 under the laws of the State of
Nevada. Although originally incorporated for the primary purpose of owning and
operating the manufacture of a low cost housing project and to acquire a
technology related to the recycling of waste oil, the company has redirected its
assets to acquiring new technology manufacturing operations.
In December 1998, the Company acquired the inventory and equipment of a company
in receivership and as a result of that acquisition, the Company is developing
marketing and manufacturing plans for an advanced reusable cleaning mitt and a
reusable non-mechanical electrostatic air filter for domestic and industrial
applications.
In March 1999, the company acquired, through a one-for-one exchange of shares, a
wholly owned subsidiary, Pinnacle Plastics Inc., which will manufacture plastic
storm and waste water recharging chamber systems under contract to a US company.
Details of the acquisition transaction are more fully disclosed in Note 4 -
COMMON STOCK. The subsidiary has exclusive and enduring rights to a new
technology for the forming of plastic and has developed patented machinery to
make use of the new technology. The Company states that the new technology and
manufacturing process significantly reduces the cost of production when compared
to conventional methods.
The Company maintains an office in Edmonton, Alberta, Canada.
The Company is in the development stage, and as of September 30, 1999 had not
realized any revenues from its planned operations. It is expected that the
commercial production will commence early in the 4th Quarter of the current
year.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Consolidated Financial Statements and Notes were prepared by the company and
are unaudited Statements as no audit has been undertaken for the period January
1 to September 30, 1999. The Financial Statements have been prepared in
conformity with Generally Accepted Accounting Principles.
The consolidated Financial Statements include the accounts of the Company and
its wholly owned Canadian subsidiary Pinnacle Plastics Inc. In preparing the
consolidated statements all significant intercompany transactions have been
eliminated.
Reporting Currency
The Financial Statements are presented in US currency.
<PAGE>
(2)
MICRON ENVIRO SYSTEMS INC.
(A Development Stage Company)
Notes to the Financial Statements (Unaudited - Prepared by Management)
September 30, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
Development Stage Activities
The Company has been in the development stage since its formation in January
1998. However, the Company anticipates commencing commercial operations early in
the final Quarter of 1999.
Provision for Taxes
For 1998, the Company had a net operating loss of approximately $8,696. As at
September 30, 1999, the Company recorded a net operating loss of approximately
$155,773 for the current year. No provision for taxes or tax benefit has been
reported in the financial statements in view of the operating loss to the end of
the 3rd Quarter and as there is not a measurable means of assessing profits or
losses for the final Quarter.
Use of Estimates
The process of preparing financial statements in conformity with generally
accepted accounting principles required the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates have been made using careful judgements and primarily relate to
unsettled transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated amounts.
Translation of Foreign Currency
The Company has adopted Financial Accounting Standard No 52. As at the end of
the 3rd Quarter, a gain of $3,170 from translation has been recorded.
Inventory
Inventories of raw material are valued at the lower of average cost and
replacement cost.
Property & Equipment
Capital Assets are recorded at cost. Amortization is recorded on a straight-line
basis using the following annual rates without residual values:
Equipment 10%
Automotive 25%
License 10%
Organizational Costs 20%
In the year of acquisition, amortization is prorated.
<PAGE>
(3)
MICRON ENVIRO SYSTEMS INC.
(A Development Stage Company)
Notes to the Financial Statements (Unaudited - Prepared by Management)
September 30, 1999
Property & Equipment (Cont'd)
The following is a summary of Property and Equipment:
Machines & Equipment
Press Former $114,830
Vehicles $4,948
Knitting Machine $1,793
Welder $362
Drill Press $551
Band Saw $345
Dies & Molds
C-100 Molds $51,868
Dustcheck Molds $1,793
Depreciation Allowance for Machines & Equipment and Dies and Molds is $3,086 and
$1,387 respectively.
Intangible Assets
Through its subsidiary company, the Company has acquired the right to
manufacture plastic storm and waste water recharging chamber systems under
contract to a US company. In addition, the Company has through its subsidiary,
acquired the exclusive right to use a new technology for the forming of the
chambers. The conservative estimate of the value of the manufacturing and
technology license is assessed at approximately $225,052. This asset will be
amortized over a 10 year period, using the straight line method.
Other Assets
The company has incurred Organizational Costs of $15,874. These costs are being
amortized over sixty months and an amount of $1,405 was recorded as amortization
of organization costs to end September 1999.
NOTE 3 DETAILS OF LONG TERM LIABILITIES
Notes Payable
Notes Payable total $409,710 and consist of the following as at September 30,
1999:
Tangle Creek Cattle Company $ 64,174
Great Plain Inc $334,362
Ian McIntyre $ 11,174
<PAGE>
(4)
MICRON ENVIRO SYSTEMS INC.
(A Development Stage Company)
Notes to the Financial Statements (Unaudited - Prepared by Management)
September 30, 1999
Notes Payable (Cont'd)
The Notes Payable are unsecured, bear no interest, and will be payable
contingent on the Company making sufficient profit from operations and upon the
resolution of its Board of Directors. It is anticipated that no payments will be
made in the next year.
Tangle Creek Cattle Co. is a related party. (See NOTE 5)
Business Loan
The Canadian subsidiary, Pinnacle Plastics Inc has under the Canadian Federal
Government's Small Business Loan Act, qualified for a loan of C$ 249,900
(US$172,345) at a floating interest rate of 2.5% over prime. In accordance with
the terms of the Small Business Loan Act, the loan is to be used to cover
capital costs. The Federal Government guarantees 85% of the loan and the
Directors of the company have provided personal guarantees amounting to 25% of
the loan. The term of the loan is 5 years and repayment will be by monthly
installments commencing November 1999. As at September 30, a sum of $148,871 had
been advanced.
NOTE 4 COMMON STOCK
The total authorized capitalization of the company is the sum of 200,000,000
shares of Common Stock at $.001 par value. All Common Stock are voting shares.
Upon incorporation, 10,000,000 shares of common stock were sold at $.001 per
share, under Regulation D, Rule 504. On January 22, 1999, the Company completed
a reversed stock split of one share of common stock for every two shares held,
reducing the Company's outstanding Common Stock to 5,000,000 shares
By a pooling of interests, the Company's wholly owned subsidiary, Pinnacle
Plastics Inc., was acquired on March 11, 1999 by the exchange of 2,000,000
shares valued at $.10 for the same number of shares of Pinnacle at the same
value which represented all of Pinnacle's issued shares.
Of the total capital contributed of $ 270,000, an amount of $200,000 was used to
acquire all of the issued and outstanding shares of Pinnacle Plastics Inc., and
the balance was used to fund the operations of the company.
NOTE 5 RELATED PARTIES
The President of the Company is also the president and stockholder of Tangle
Creek Cattle Co., which has advanced funds to the Company for the purchase of
assets and operating costs.
An amount of $14,325 was paid to Ideal Management Inc., representing Management
Fees of $12,069 and duly authorized reimbursement of expenses of $2,258. The
President and stockholder of Ideal Management Inc is also the President of the
Company.
<PAGE>
(5)
MICRON ENVIRO SYSTEMS INC.
(A Development Stage Company)
Notes to the Financial Statements (Unaudited - Prepared by Management)
September 30, 1999
NOTE 6 ECONOMIC DEPENDENCE
All of the company's production of storm and wastewater recharging systems
manufactured by the company's wholly owned subsidiary will be sold, under
contract, to a single buyer. In effect, the company will function as a
contractor to the buyer and will be manufacturing the product to the buyer's
specification.
NOTE 7 FINANCIAL INSTRUMENTS
The company's financial instruments consist of cash in bank, accounts
receivable, guaranteed investment certificates, accounts payable, notes payable,
and a business loan. It is management's opinion that the company is not exposed
ot significant interest, currency or credit risks arising from these financial
instruments. Unless otherwise noted, the fair value of these financial
instruments approximate their carrying values.
NOTE 8 YEAR 2000
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
entity, including those related to the efforts of the customers, suppliers, or
other third parties, will be fully resolved.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
The Registrant was originally incorporated for the purposes of manufacturing low
cost housing in Argentina and to develop waste oil recycling technology in
Canada and the United States. After conducting its due diligence, the Registrant
decided to shift the focus of its business. The Registrant has completed the
research and development of technology designed to recycle hydraulic oil. The
Registrant is currently conducting a market analysis and feasibility study
regarding that technology.
On or about December 24, 1998, pursuant to a loan agreement, the Registrant
conditionally acquired from Tangle Creek Cattle Co., a Canadian corporation
("Tangle Creek"), all of the assets including, but not limited to, all of the
equipment and inventory of Dustcheck Filters, Inc. ("Dustcheck"). Tangle Creek
had previously purchased those assets from the judicially appointed
Receiver/Manager of Dustcheck. By separate agreement, the Registrant acquired
the right to technology and intellectual property relating to a re-usable,
non-mechanical electro-static air filter ("Filter") that cleans and sanitizes
circulated air at the supply point of a building's heating, ventilating, or air
conditioning system. The Filter is comprised of a filter membrane encased in a
plastic from and capable of removing dust and dust particulate, molds, fungi,
and bacteria that have a particular negative impact on individuals suffering
from asthma and allergies. The Registrant has also researched and developed an
all-purpose cleaning mitt ("Mitt").
The Registrant currently utilizes former staff of Dustcheck as consultants. In
conjunction with these consultants, Registrant is in the process of finalizing
patent applications and developing a marketing strategy and distribution for
both the Filter and the Mitt.
The Registrant's Subsidiary. In or about March, 1999, the Registrant issued
2,000,000 shares of its $.001 par value common stock to shareholders of Pinnacle
Plastics Inc., a private corporation incorporated in the Province of Alberta,
Canada ("Pinnacle"), in exchange for 2,000,000 shares of Pinnacle's common
stock. The 2,000,000 shares of Pinnacle stock represented, at the time, 100% of
the issued and outstanding common stock of Pinnacle. Pinnacle is now a
wholly-owned subsidiary of the Registrant.
Plan of Operation. Although the Registrant is continuing to pursue the marketing
and sale of the Filter and Mitt as well as the marketing of the oil recycling
technology, the Registrant's immediate focus will involve the production,
through Pinnacle, of plastic septic and wastewater drainage chambers.
Pinnacle acquired, from 815969 ALberta Ltd., the exclusive right to license
a patented plastics forming technology that allows forming of plastic from
reground and recycled plastic. Pinnacle is currently negotiating a manufacturing
contract with Cultec Inc. of Brookfield, Connecticut ("Cultec"), a company who
holds patents for the plastic drainage chamber known as the C-100.
Traditionally, Cultec products have been manufactured through thermoforming.
Thermoforming requires the use of relatively high heat and expensive machinery
including vacuum suction equipment and high cost molds and dies. These costs are
reflected in the price of the product from Cultec's manufacturers. The
Registrant hopes that Pinnacle, through the new patented process of plastic
forming, will become the low-cost manufacturer of Cultec products in North
America. Pinnacle derives its cost advantage from a new patented technology
which allows plastic to be formed at considerably lower temperatures utilizing
regrind and recycled plastic, without expensive thermoforming equipment.
2
<PAGE>
Pinnacle, as licensee, has received from the patent holders, assurance that
Pinnacle holds an exclusive position in Canada and the United States to utilize
the technology in relation to the requirements of Cultec. A number of prototypes
have already been manufactured by Pinnacle and approved by Cultec as meeting or
exceeding their specifications.
Cultec is the primary producer of plastic septic and waste storm water systems.
Registrant believes that the main competition will be from conventional
pipe/gravel and concrete systems. The Registrant believes that the unique design
and features of the Cultec drainage systems offers it a competitive advantage
over its competition. The Company believes that the C-100 outperforms older
methods of drainage, are less expensive to transport and install and save in
labor costs. Last year, Cultec sold approximately 900,000 of the C-100 product
in the United States and Canada and expects to double that output in 1999 and
2000.
Pinnacle, with the financial support of the Registrant, has completed
fabrication of its forming equipment and necessary molds and has installed the
equipment in a manufacturing facility in Edmonton, Alberta, Canada. The
manufacturing facility is located adjacent to the premises of RPC Manufacturing
Inc., a company which supplies the plastic sheet used for forming the plastic
chambers.
The Company anticipates that it will begin commercial production in the fourth
quarter of 1999.
Liquidity. The Registrant has been in the development stage since January 23,
1998 (inception). As of September 30, 1999, Registrant has not realized any
revenues from its planned operations. The Consolidated Statement of Cash Flows
for the nine month period ended September 30, 1999 indicate a net loss of
$155,773, compared to a net loss of $7,500 for the period from January 23, 1998
(inception) to September 30, 1998. The Registrant anticipates that it will
realize positive revenue sometime during the fourth quarter of 1999 when it
believes it will commence commercial operations. At September 30, 1999, the
Registrant had current assets of $234,538. The majority of which is represented
by $41,294 in cash; $21,282 in accounts receivable; and inventory of $121,580.
At September 30, 1999, the Registrant had current liabilities of $28,236. At
September 30, 1999, current assets exceeded current liabilities by $206,302. The
Registrant is not aware of any trends, demands, commitments or uncertainties
that will result in the Registrant's liquidity decreasing or increasing in a
material way. The Registrant does currently hold notes payable in the amount of
$409,710, however, those notes are unsecured, bear no interest and are payable
only upon Registrant's realization of significant profit. The Registrant does
not anticipate making payments on these notes within the next year. Registrant's
subsidiary, Pinnacle Plastics, Inc., a Canadian corporation ("Pinnacle"), has
qualified for a $172,345 loan from the Canadian Federal Government. The Canadian
Federal Government has guaranteed 85% of loan and the Directors of the
Registrant have personally guaranteed 25% of the loan. As of September 30, 1999,
Pinnacle has borrowed $148,871. The loan will bear a floating interest rate of
prime plus 2.5%, has a 5-year term, and payments commence in November, 1999. The
Company believes it will be able to meet its payment obligations with its
current cash resources until revenue is produced.
Currently, the Registrant's only source of liquidity is through the sale of its
common stock and through loans. However, as discussed above, the Registrant
believes it will begin realizing revenue from its and Pinnacle's operations in
or around the fourth quarter of 1999. The Registrant believes that such revenue
stream will enable it to maintain and improve its short-term liquidity.
Moreover, the Registrant believes it has the technology, equipment and personnel
in place to maintain its long-term liquidity.
The Registrant believes that its current cash resources are sufficient to
complete the Registrant's start-up operations. However, should the Registrant's
current cash resources prove to be insufficient, it may be required to raise
additional funds or arrange for additional financing over the next 12 months to
adhere to its development schedule. Such additional capital may be received from
additional public or private financings, as well as borrowings and other
resources. If adequate cash is not available, the Registrant may be required to
curtail its operations significantly or to obtain funds by entering into
arrangements with collaborative partners or others that may require the
Registrant to relinquish rights that the Registrant would not otherwise
relinquish. No assurance can be given, however, that the Registrant will have
access to additional cash in the future, or that funds will be available on
acceptable terms to satisfy the cash requirements of the Registrant.
3
<PAGE>
Impact of the Year 2000 Issue. The Registrant anticipates that the Year 2000
("Y2K") could impact the business of the Registrant. Many business software
applications use only the last two digits to indicate the applicable year.
Unless these programs are modified, computers running time-sensitive software
may be unable to distinguish between the year 1900 and the year 2000, resulting
in system failures or miscalculations and disruptions of operations, including,
among other things, a temporary inability to process transactions or engage in
other normal business activities. Many Y2K problems might not be readily
apparent when the first occur, but instead could imperceptibly degrade
technology systems and corrupt information stored in computerized databases, in
some cases before January 1, 2000.
At this time, none of Registrant's or Pinnacle's production processes or
technology systems are computer controlled. However, there is no guarantee that
the systems of other companies on which the Registrant's systems rely will be
timely converted and will not have a material adverse effect on the Registrant's
systems.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Change in Securities
In or about March, 1999, and pursuant to the merger agreement with Pinnacle,
whereby the Registrant purchased all of the issued and outstanding stock of
Pinnacle, the Registrant issued to Pinnacle shareholders 2,000,000 shares of its
$.001 par value common stock for 2,000,000 shares of Pinnacle stock. The shares
were issued to Pinnacle shareholders in reliance upon the exemption from the
registration statements of the Securities Act of 1933 ("Act") specified by the
provisions of Section 3(b) of the Act and Rule 504 of Regulation D promulgated
by the Securities and Exchange Commission pursuant to that Section 3(b). The
Registrant has valued the assets of Pinnacle in excess of $200,000. There were
no commissions paid on this transaction.
In or about March, 1999, the Registrant sold 620,000 shares of its $.001 par
value common stock for $0.10 per share. The shares were issued in reliance upon
the exemption from the registration requirements of the Securities Act of 1933
("Act") specified by the provisions of Section 3(b) of the Act and Rule 504 of
Regulation D promulgated by the Securities and Exchange Commission pursuant to
that Section 3(b). The offering price for the shares was arbitrarily established
by the Registrant and had no relationship to assets, book value, revenues or
other established criteria of value. The Registrant realized proceeds of
$62,000. The proceeds of the offering were used to pay for operating costs and
provide working capital. There were no commissions paid on this transaction.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
4
<PAGE>
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.
Dated: November 12, 1999 MICRON ENVIRO SYSTEMS, INC.
By: /s/ Rodney Hope
---------------------
Rodney Hope
Its: President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 71,123<F1>
<SECURITIES> 0
<RECEIVABLES> 37,936<F2>
<ALLOWANCES> 0
<INVENTORY> 121,580
<CURRENT-ASSETS> 234,538
<PP&E> 176,490
<DEPRECIATION> 4,473
<TOTAL-ASSETS> 647,324
<CURRENT-LIABILITIES> 28,236
<BONDS> 0
0
0
<COMMON> 272,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 6,911<F3>
<CGS> 0
<TOTAL-COSTS> 165,854
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (155,733)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (155,733)
<EPS-BASIC> (0.03)
<EPS-DILUTED> 0
<FN>
1) Includes cash equivalents of $29,829 held as short-term investment
certificates.
2) Includes Notes Receivable of $16,654
3) Sale of surplus inventory.
</FN>
</TABLE>
