MICRO ASI INC
10QSB/A, 1999-12-17
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSBA

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                         COMMISSION FILE NUMBER: 0-27027

                                 MICRO-ASI, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER

<TABLE>
<S>                                               <C>
                     TEXAS                                75-2586030
         (STATE OR OTHER JURISICTION                   (I.R.S. EMPLOYER
              OF INCORPORATION)                      IDENTIFICATION NUMBER)

         12655 NORTH CENTRAL EXPRESSWAY
         SUITE 1000                                          75243
         DALLAS, TEXAS                                     (ZIP CODE)
         (ADDRESS OF EXECUTIVE OFFICES)
</TABLE>

                                  972-392-9636
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

         As of December 16, 1999, there were 19,192,111 shares of Common Stock,
par value $0.001 per share, outstanding.


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PART 1   FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

For the three months ended September 30, 1999 the Company sold 467,800 shares of
Common Stock for $467,800. In addition to the sales of stock for cash, the
Company issued 9,375 shares valued at $9,375 for services. During the nine
months ended September 30, 1999, the Company sold 2,858,836 shares of Common
Stock for $2,858,836. In addition the Company had a return of 1,000,000 shares
with no associated value from an original promoter and subsequently reissued
100,000 shares in exchange for his $70,000 note payable in a negotiated
settlement (See Footnote 7). Also, the Company issued 750,000 shares valued at
$750,000 of which 600,000 shares were for past services and 150,000 shares were
for future services (see Footnote 7). The Company sold 77,300 shares for $77,300
to a member of the Board of Directors. These shares were paid in full, but the
stock had not been issued as of September 30, 1999. The proceeds from these
sales were used to form the management team, help secure the redesign projects,
development of battery technology and to finance daily operations.

PART II  OTHER INFORMATION

ITEM 2   CHANGES IN OR SALE OF STOCK

         For the three months ended September 30, 1999 the Company sold 467,800
shares of Common Stock for $467,800. In addition 9,375 shares of stock valued at
$9,375 that were issued for services. During the nine months ended September 30,
1999, the Company sold 2,858,836 shares of Common Stock for $2,858,836. During
the nine months, an original promoter returned 1,000,000 shares of Common Stock
to the Company, which were returned to the treasury with no value associated and
the Company subsequently reissued this promoter 100,000 shares of stock in
settlement of a $70,000 note payable in a negotiated settlement (see Footnote
7). In addition, the Company issued 750,000 shares of stock, 600,000 for past
investor and public relations services and 150,000 for future investor and
public relations services. These shares were valued at $750,000 (see Footnote
7). The Company also issued an additional 26,775 shares valued at $26,775 for
other services during the nine-month period. The proceeds from these sales were
used to hire the management team, secure the redesign projects, development of
battery technology and to finance daily operations.


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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.

                                 MICRO-ASI, INC.

December 17, 1999                By: /s/ Joel E. Claybrook
                                     --------------------------
                                     Joel E. Claybrook
                                     (President and Chief Executive Officer)

This Schedule contains summary financial information extracted from MICRO-ASI,
Inc. Balance Sheet and Income Statement for the Nine Months ended September 30,
1999, and is qualified in its entirety by reference to such quarterly report on
Form 10-QSBA filing.



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