U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 for the Quarterly
period ended March 31, 2000.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from _______ to _______.
Commission File No. 000-28135
MIRACOM INDUSTRIES, INC.
--------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada, U.S.A. 91-1982205
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
14747 Artesia Boulevard, Suite 1F, La Mirada, California 90638
(Address of Principal Executive Offices)
(714) 522-2800
(Issuer's Telephone Number)
Check whether the registrant (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.
YES [X] NO [ ]
As of March 31, 2000: 6,354,487 shares of Common Stock and
were issued and outstanding.
<PAGE>
TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
Part I. Financial Information
-------
Item 1. Financial Statements (unaudited)
Item 2. Managements Discussion and Analysis or Plan of
Operation
Part II. Other Information
--------
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security holders
Item 5. Other Information
Item 6. Exhibits and reports on form 8-K
SIGNATURES
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
MIRACOM INDUSTRIES, INC.
Consolidated Financial Statements
March 31, 2000
(Unaudited - See accompanying
accountant's review report)
<PAGE>
KWANG-HO LEE
Certified Public Accountant
3600 Wilshire Blvd., Suite 1416
Los Angeles, CA 90010
The Board of Directors
Miracom Industries, Inc.
La Mirada, California
We have reviewed the accompanying consolidated balance sheet of
Miracom Industries, Inc. as of March 31, 2000 and the related
consolidated statements of operations, stockholders' equity and
cash flows for the three-month period (January 1, 2000 through
March 31, 2000) then ended, in accordance with standards
established by the American Institute of Certified Public
Accountants. All information included in these financial
statements is the representation of the management of Miracom
Industries, Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modications
that should be made to the accompanying financial statements in
order for them to be in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 2 to the financial statements, the
Company has suffered losses from operations that raise
substantial doubt about the ability to continue as a going
concern. Management's plans in regards to this matter are also
described in Note 2. The financial statements do no include any
adjustments that might result from the outcome of this
uncertainty.
/s/
Kwang-Ho Lee
Certified Public Accountant
July 21, 2000
<PAGE>
<TABLE>
MIRACOM INDUSTRIES, INC.
Consolidated Balance Sheet
March 31, 2000 and 1999
(Unaudited - See accompanying
accountant's review report)
<S> <C> <C>
March 31, March 31,
2000 1999
--------- ---------
(unreviewed)
Assets
Current assets:
Cash $ 17,742 $ 34,353
Accounts receivable - trade, less allowance
for doubtful accounts of $0 53,729 -
Stock subscription receivable 45,000 -
Other receivable 74,397 -
Inventories 47,620 17,094
--------- ---------
Total current assets 226,488 51,447
Property and equipment, at cost:
Furniture, fixtures and equipment 15,082 11,992
--------- ---------
15,082 11,992
Less: accumulated depreciation 1,825 -
--------- ---------
Net property and equipment 13,257 11,992
Other assets: 965 1,472
--------- ---------
Total assets $ 252,710 $ 64,911
========= =========
Liabilities and Owners' and Stockholders' Equity
Current liabilities:
Accounts payable $ 52,369 $ 39,487
Note payable, convertible (note 4) 137,000 -
Current portion of long-term debt (note 5) 303 480
Accrued expenses and other liabilities 38,201 -
--------- ---------
Total current liabilities 227,873 39,967
Long-term liabilities:
Long-term debt, less current portion (note 5) - 256
--------- ---------
Total long-term liabilities - 256
Owners' and Stockholders' equity:
Common stock, par value $0.0001 per share.
Authorized 50,000,000 shares; issued
and outstanding 6,354,487 shares (note 3) 636 -
Capital investment - 15,000
Common stock subscribed, par value $0.0001
per share; subscribed 230,769 shares (note 3) 23 -
Additional paid-in capital (note 3) 227,168 70,390
Retained earnings (deficits) ($202,990) ($60,702)
--------- ---------
Total owners' and stockholders' equity 24,837 24,688
--------- ---------
Total liabilities and owners'
and stockholders' equity $ 252,710 $ 64,911
========= =========
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
MIRACOM INDUSTRIES, INC.
Consolidated Statement of Operations
Three months ended March 31, 2000 and 1999
(Unaudited - See accompanying
accountant's review report)
<S> <C> <C>
3 months 3 months
ended ended
3/31/2000 3/31/1999
--------- ---------
(unreviewed)
Net sales $ 452,479 $ 143,697
Cost of sales 413,909 114,806
--------- ---------
Gross profit 38,570 28,891
Selling, general and administrative expenses 71,610 89,344
--------- ---------
Operating income (loss) ($ 33,040) ($ 60,453)
Other income (expense):
Interest expense ($ 4,510) ($ 487)
--------- ---------
Income (loss) before income taxes ($ 37,550) ($ 60,940)
Income taxes 800 -
--------- ---------
Net income (loss) ($ 38,350) ($ 60,940)
========= =========
Earnings per common share ($ 0.01) -
========= =========
Weighted average number of common shares 6,215,628 -
========= =========
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
MIRACOM INDUSTRIES, INC.
Consolidated Statement of Cash Flows
Three months ended March 31, 2000 and 1999
(Unaudited - See accompanying
accountant's review report)
<S> <C> <C>
3 months 3 months
ended ended
3/31/2000 3/31/1999
--------- ---------
(unreviewed)
Cash flows from operating activities:
Net income (loss) ($ 38,350) ($ 60,940)
--------- ---------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 546 -
Increase in accounts receivable (11,643) -
Increase in other receivable (28,468) -
Decrease in inventories (30,486) 22,029
Increase in other assets 1,843 (1,472)
Increase in accounts payable 25,200 14,671
Increase in accrued expenses and
other liabilities (1,890) (35)
--------- ---------
Total adjustments ($ 44,898) 35,193
--------- ---------
Net cash provided by (used in)
operating activities ($ 83,248) ($ 25,747)
--------- ---------
Cash flows from investing activities:
Acquisition of property and equipment ($ 2,000) ($ 11,992)
--------- ---------
Net cash provided by (used in)
investing activities ($ 2,000) ($ 11,992)
--------- ---------
Cash flows from financing activities:
Issuance of Common Stock 18 70,390
Increase in additional paid-in capital 99,982 -
Proceeds from long-term debt - 736
Repayment of long-term debt (174) -
--------- ---------
Net cash provided by (used in)
financing activities 99,826 71,126
--------- ---------
Net increase in cash 14,578 33,387
Cash at beginning of period 3,164 966
--------- ---------
Cash at end of period $ 17,742 $ 34,353
========= =========
Supplemental disclosure of cash flow information:
Cash payments during the year for interest $ 50 47
========= =========
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
MIRACOM INDUSTRIES, INC.
Consolidated Statement of Stockholders' Equity
Three months ended March 31, 2000
(Unaudited - See accompanying
accountant's review report)
<S> <C> <C> <C> <C> <C>
Common Common stock Additional Retained
Stock Subscribed Paid-in earnings Total
Capital (deficits)
------- ----------- ---------- --------- ---------
Balance at December 31,
1999 $618 23 127,186 ($164,640) ($36,813)
Issuance of Common Stock
(note 3) 18 - 99,982 - 100,000
Net income (loss) - - - ($38,350) ($38,350)
------- ----------- ---------- --------- ---------
Balance at March 31,
2000 $636 23 227,168 ($202,990) 24,837
======= =========== ========== ========= =========
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
MIRACOM INDUSTRIES, INC.
Notes to consolidated Financial Statements
March 31, 2000
(Unaudited - See accompanying
accountant's review report)
(1) Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared
on the accrual basis of accounting.
Organization
Miracom Industries, Inc. (the Company), formerly named Bigway, Inc.
was incorporated in Nevada on March 12, 1996. Bigway, Inc. was a
shell corporation with no assets or liabilities and had no other
material operations until the acquisition since its incorporation.
On April 25, 1999, Bigway, Inc. approved a Resolution of the Board of
Directors whereby it authorized a "Corporate Combination Agreement",
executed and accepted as effective April 26, 1999. In accordance with
the "Agreement", the Company acquired a Miracom Industries, a
California sole proprietorship engaged in developing and manufacturing
new and innovative consumer electronic products. Simultaneous with
the consummation of the acquisition, Bigway, Inc. changed its name to
Miracom Industries, Inc., whose main office is located in California,
focusing its business direction on the manufacture of the electronic
products and distributing them to major department stores and
wholesalers throughout the United States.
For both financial and income taxes reporting purposes, the Company
utilizes calendar year-end accounting period. The Company's fiscal
year subsequent to the acquisition ends December 31.
Revenue Recognition
The Company recognizes revenue from product sales upon shipment. The
Company does not provide a specific return policy. When the products
are returned, the Company normally exchanges the products or provides
credits to the customers. The returned products are directly shipped
out to the supplier and receives new products or credits from the
supplier. The Company does not provide sales discounts to the
customers.
Inventories
Inventories, which consist of finished goods, are stated at the lower
of cost or market, with cost determined on the first-in, first-out
(FIFO) basis. At March 31, 2000, the Company had inventories of
$47,620 recorded at cost.
Property and Equipment
Property and equipment are recorded at cost. Maintenance and repairs
are expensed as paid, and expenditures that increase the useful life
of the asset are capitalized.
For financial reporting purposes, depreciation is provided using the
straight-line method over the following estimated useful lives of the
respective assets.
Furniture, fixtures and equipment 5 to 7 years
Research and Development
The Company charges all research and development costs to expense when
incurred.
Earnings Per Share
Earnings per share of common stock are computed by dividing net income
by the weighted average number of shares outstanding during the
period.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standard (SFAS) No. 109, "Accounting for Income
Taxes", which was adopted in 1999. The assets and liability approach
used in SFAS No. 109 requires the recognition of deferred tax assets
and liabilities for the expected future tax consequences of temporary
differences between the carrying amounts and the tax bases of the
assets and liabilities.
Income taxes consist of the minimum state franchise tax of $800. For
the three-month period ended March 31, 2000, no provision for federal
income tax was made, because the Company is expected to be at a loss
for the current year for federal income tax purposes. The ultimate
establishment of provision for federal income tax is dependent upon
the Company attaining future taxable earnings.
(2) Going Concern
The Company has incurred net losses of $38,350 and $162,140 in 2000
and 1999, respectively.
Management believes that the net loss of $38,350 for the three-month
period ended March 31, 2000 results mainly from $32,000 for research
and development, which is the integral portion (45%) of the total
selling, general and administrative expenses and mainly from increase
in sales competition in mini phone market. This matter raises
substantial doubt about the Company's ability to continue as a going
concern. If this expense was not incurred, management believes that
total selling, general and administrative expenses might be $39,610,
resulting in net losses of $6,350 for the three-month period ended
March 31, 2000. In order to survive in an increasingly competitive
mini phone market, the management decided to develop a new innovative
consumer electronic products. The Company's continued existence is
dependent upon the Company's ability to secure adequate investment for
the successful completion of the development of the new products.
Through the acquisition and the additional capital contributions, the
Company already implemented a new and innovative consumer electronic
product development, which would significantly improve operating
results. The Company plans to obtain patent and copy rights for the
new product in order to prevent the competitors from copying the
product.
Management plans to seek additional capital through equity placements
now in progress, and it believes that, if successfully funded and
implemented, the development of the new product will improve operating
results of the Company and net earnings will be recorded in the near
future.
(3) Common Stock Sale and Stock Warrants
At March 14, 2000, the Company sold 50,000 shares of common stock and
issued 50,000 stock warrants (exercisable at $1.00 per share with an
exercise period of three (3) years from the date of issuance) for
$50,000 ($1.00 per share). At March 17, 2000, 125,000 shares of the
Company's common stock were sold at $0.40 per share for $50,000. The
share price in each instance was determined by the by the approximate
market price at the time of the sale. As of March 31, 2000, neither
subscription rights nor stock warrants were exercised.
As of March 31, 2000, common stock status consists of the following:
No. of Additional
shares Par Common Capital paid-in
issued Percent value stock contribution capital
--------- -------- ------- ------ -------- --------
2,500,000 39.34% $0.0001 $ 250 $ 2,500 $ 2,250
3,269,230 51.45% $0.0001 $ 327 $ 327 -
410,257 6.64% $0.0001 $ 41 $ 80,000 $ 79,959
175,000 2.75% $0.0001 $ 18 $100,000 $ 99,982
--------- -------- ------- ------ -------- --------
6,354,487 100.00% $0.0001 $ 636 $182,827 $182,191
--------- -------- ------- ------ -------- --------
No. of shares Common stock Subscription
subscribed subscription receivable
------------- ------------ ------------
230,769 $0.0001 $ 23 $ 45,000 $ 44,977
---------
$ 227,168
---------
(4) Notes Payable, Convertible
At June 14, 1999, July 13, 1999, August 31, 1999 and October 18 and
29, 1999, the Company has 10% notes payable of $20,000, $20,000,
$12,000, $50,000 and $35,000, respectively, maturing May 15, 2000 and
convertible at $1.00 per share. The principal sums of the notes are
payable at maturity date, and the interest is payable on the principal
sums outstanding from time to time in arrears on the maturity date, at
the rate of ten (10) percent per annum accruing from the date of
initial issuance.
Any or all of the principal or any portion of the principal of the
notes, including accrued interest, is convertible into the Company's
common stock shares at $1.00 per share, at the notes holders' option,
at any time commencing one year after the closing date until maturity.
At March 31, 2000, outstanding borrowing under the notes was $137,000,
none of the notes were converted and the maturity dates of the notes
had been extended to November 1, 2000.
(5) Current Portion of Long-Term Debt
In May, 1999, the Company had a long-term debt of $800, maturing
December, 2000. The debt, payable in monthly installments of $56,
bears interest at 36.30% and is secured by certain office equipment.
At March 31, 2000, an outstanding borrowing, all current portion, was
$303.
(6) Concentration of Credit Risk and Significant Supplier
Substantially all of the Company's revenues are derived from customers
throughout the United States. For the three-month period ended March
31, 2000, the Company sold approximately ninety (90) percent of its
products to one customer. At March 31, 2000, the amount due from such
customer was $666, which was included in accounts receivable.
For the three-month period ended March 31, 2000, the Company purchased
approximately ninety six (96) percent of its products from one
supplier. At March 31, 2000, the amount due to such supplier was
$37,200, which was included in accounts payable.
(7) Fair Value of Financial Instruments
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of Statement
of Financial Accounting Standards No. 107, "Disclosures About Fair
Value of Financial Instruments". The carrying values of cash,
receivables, accounts payable and accrued liabilities approximate fair
value due to the short-term maturities of these instruments. The
carrying amount of note payable, convertible approximates fair value.
The estimated fair value of the note is based upon the current rate at
which the Company could borrow fund with a similar maturity.
(8) Commitments and Contingencies
At January 31, 2000, the Company entered into a noncancelable
operating lease expiring through February, 2001 for office space.
Future minimum lease payments under the operating lease as of March
31, 2000 are as follows:
Year ending December 31:
2000 $ 8,683
----------
$ 8,683
----------
Rent expense charged to operations for the three-month period ended
March 31, 2000 was $6,137.
Based upon advice from legal counsel, there are neither existing
claims nor pending or threatened litigation, either asserted or
unasserted, which would be material to the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Miracom Industries is an importer/exporter and wholesaler of
consumer electronics products. Many of the Company's products are
either proprietary, developed internally, or are exclusive to the
Company under licensing agreements. At present, and for the
foreseeable future, manufacturing of the Company's products is
accomplished through the use of contract manufacturers, none of which
are under contract with Miracom, allowing the Company the freedom to
negotiate and contract with whomever it chooses. Miracom will
continue to develop its product line in two ways. The first is
Original Equipment Manufacturing, meaning that a product is purchased
from its original manufacturer and distributed under the Miracom brand
name. At this time Miracom is evaluating the Wireless Intercom and
FRS Two-Way Radio for OEM Manufacturing relationships. The second
method for developing its product line is through the Company's own
in-house development. For those products developed exclusively for
Miracom, all research and development and molding will be provided by
Miracom, while only the product parts will be sourced and purchased
directly from parts manufacturers, at which point the parts will be
delivered to a contract assembly company for final assembly. By
utilizing this latter method, Miracom will be able to save 25% to 30%
on final manufacturing costs as a result of bypassing assembly company
mark-up on parts and outside research and development. Subcontract
work will be assigned from time to time, as necessary, and without any
long term manufacturing commitment, so as to avoid the overhead of
maintaining the Company's own manufacturing facility. This use of
contract manufacturers mitigates the need for high capital investment
and will enable the Company to grow with a smaller initial funding
requirement, which will allow the Company to maintain a healthy
financial structure and manageable financial obligations.
The Company's near-term financial strategy is to keep costs at a
minimum by, among other things, reviewing production plant operations
in slow growth months, keeping the overhead of the Company low and
maximizing profits. In addition, the Company will continue to focus
on targeted marketing for specific market segments. Sales
representatives, working on commission, will be used rather than
having a large internal sales department. Based upon its past and
present operations, Miracom expects an average of 30% to 35% gross (7%
to 12% net) profit margin on sales of its products. The Company
expects high acceleration growth for the first three years and steady
annual growth of 25 percent thereafter. In order to stay ahead of the
competition and to acquire name recognition in the industry, Miracom
Industries will continue to focus on the development of new and
innovative high technology products by dedicating a portion of the
Company's sales revenue to continued research and development
endeavors.
Miracom is presently working with two different sources for the
development of future products. Mr. Chae Ryong Lim, who resides in
Korea and is very knowledgeable in communications product engineering,
is currently developing amplifier products for the Company. In the
U.S., B.S. Electronic Engineering Company is working on handsfree
products for cellular/PCS telephones. The compensation arrangement
with these two developers is based solely upon royalties on sales of
future products. Miracom is currently awaiting funding for tooling,
molding and assembly of these new products.
In addition to the products mentioned herein, the Company is also
considering the production and distribution of a children's learning
device; an Internet telephone; Caller ID systems for computers, for
home entertainment systems and for televisions; a 900 MHz DSS cordless
phone for the home; a wireless keyboard; a wireless mouse; and a mouse
phone. The Company intends to develop and maintain strategic
alliances for the successful development and expansion of its consumer
electronics and telephone hardware business. The Company will also
continue to evaluate relationships with other companies or business
partners that may provide collaborative benefits and/or complement the
Company's objectives.
During the year ended December 31, 1999, Miracom achieved
revenues of $246,497 from sales of its Mini Phone (SG1400M), released
in late 1998. A significant portion of the Company's 1999 revenue,
$161,447, or approximately 65%, was derived from a single customer,
Softech Media Company. However, as of the date of this filing,
Miracom no longer sells to Softech due to Softech's recurring payment
delinquencies.
During the years ended December 31, 1999 and 1998, the Company
spent approximately $52,230 and $6,800, respectively, on research and
development activities. These activities included art design, mock-
ups and engineering development for the Company's Mini-Phone, Wireless
PBX Receiver, Cellular/PCS Hands-Free Kit and its Single/Multi-Line
Telephone Hands-Free Amplifier. For the year 2000, the Company
expects to significantly increase its Research and Development
activities. The Company intends to invest approximately $400,000 in
Research and Development to complete and bring to market its Wireless
PBX Digital Receiver and Amplifier, its FM Hands-Free Cellular/PCS
Kits and its Single/Multi-Line Telephone Amplifier.
The Company presently anticipates that a total funding of
$1,000,000 will be required to finalize the pre-production and
development of its complete product line. Although development for
the above products is finished or nearly finished, more funding is
required for final tooling, packaging, inventory, certification, and
marketing. If less than the full $1,000,000 is raised and/or the
Company's revenues cannot support a full launch of the Company's
product line, the Company will allocate funds so as to incrementally
launch each product, thereby internally creating cash flow and
revenues for subsequent products. Funding is also needed to
strengthen the Company's facilities infrastructure and to acquire
additional qualified personnel as the volume of its business
increases.
The Company's projected $1,000,000 expenditure over the next
twelve months will be allocated amongst the Company's initial product
line in order to bring the products to market. The Multi-Line Phone
Amplifier, engineering for which is complete, will require an
additional $130,000 in order to bring the product to market. The FM
Hands-Free Kit for cellular/PCS phones, engineering for which is
complete, will require an additional $160,000 in order to bring the
product to market. The 900 MHz Digital Spread Spectrum PBX Phone
Receiver, which is in the final stages of research and development,
will require an additional $540,000 in order to bring the product to
market. The MP3 Player, Intercom and FRS Two-Way Radio, all OEM
purchases, will require a total of $170,000 in order to bring the
products to market. These remaining expenditures prior to initial
product launch are comprised of research and development, tooling,
molding, production, inventory and marketing expenses.
The Company anticipates that $1,000,000 would be sufficient to
launch all of Miracom's initial product line. Additional cash
requirements for the operation of the business will be generated by
sales proceeds. Miracom already has several distributors in Europe
ready to commit to distribution for several of the Company's products.
Primary to management's plans for solvency in the coming year is
the sale of additional equity in the Company, continuing the Company's
strategy of funding development through additional equity financing.
These funds will be used to manage working capital requirements and to
fund ongoing developments costs. The Company also intends to enter
into distribution agreements for its products in the United States and
Europe, shifting marketing costs to the distributors, and thereby
increasing its delivery of product through existing channels without
commensurate increases in overhead. Subsequent to the December 31,
1999 year-end, the Company has raised $100,000 from the issuance of an
additional 175,000 shares of Common Stock and 50,000 warrants.
Management believes that this strategy will enable the Company to
finance its start-up and development and move it to commercial launch
of its initial product line by the end of calendar year 2000. The
Company believes that it can be operationally profitable by the end of
fourth quarter 2000, thereby eliminating any existing going concern
issues, and should only experience further losses if it opts to
increase advertising and promotion in an attempt to rapidly increase
market penetration.
Capital commitments for the year ended December 31, 2000, are
minimal, and these additional funds raised through private placements
will be sufficient to meet the Company's obligations for the next six
months and until the various sales initiations described herein are
able to create significant cash flow. The Company has received an
audit opinion which includes a "going concern" risk. The Company is
aware of this risk and plans to raise any necessary capital shortfall
through either the sale of additional equity or increased borrowings.
If additional capital is not readily available, the Company will be
forced to scale back its research and development such that its income
will exceed its expenses. Although this will greatly slow the
Company's penetration into new markets, it will allow for the
Company's survival. Notwithstanding the foregoing, there is
substantial doubt regarding the Company's ability to continue as a
going concern, and as such, the Company is substantially dependent
upon its ability to generate sufficient revenues to cover its
operating costs.
Year 2000 Disclosure.
The Year 2000 issue is the potential for system and processing
failures of date-related data and the result of computer-controlled
systems using two digits rather than four to define the applicable
year. For example, computer programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failure or miscalculations
causing disruptions of operations, including, among other things, a
temporary inability to process transactions. The Company has not in
any way been affected by Year 2000 issues related to non-compliant
information technology ("IT") systems or non-IT systems operated by
the Company or by third parties.
As of the date of this filing, this risk has been a non-issue and
neither the Company nor any of its hardware or software suppliers has
experienced any system failures or disruptions caused by the Year 2000
issue. To date, the Company has not incurred, and does not in the
future expect to incur, any material costs in remediating any
potential Year 2000 problems. Most of the Company's equipment is not
date-sensitive and thus not susceptible to Year 2000 issues. Any
equipment that may be date-sensitive is new, and the architecture and
design of its software was taken into account in all equipment
purchases. Purchases have been and will continue to be limited to
equipment from well-known and reputable hardware manufacturers.
Forward Looking Information.
This report contains certain forward-looking statements and
information. The cautionary statements made in this report should be
read as being applicable to all related forward-looking statements
wherever they appear. Forward-looking statements, by their very
nature, include risks and uncertainties. Accordingly, the Company
actual results could differ materially from those discussed herein. A
wide variety of factors could cause or contribute to such differences
and could adversely impact revenues, profitability, cash flows and
capital needs. Such factors, many of which are beyond our control,
include the following: its success in obtaining new contracts; the
volume and type of orders that are received under such contracts;
levels of, and ability to, collect accounts receivable; availability
of trained personnel and utilization of its capacity to complete work;
competition and competitive pressures on pricing; availability, cost
and terms of debt or equity financing; and economic conditions in the
United States and in the regions served.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
On March 13, 2000, 50,000 shares and 50,000 Warrants (exercisable
at $1.00 per share) were sold to one accredited investor, under Rule
506, at $1.00 per share, for a total raise of $50,000. On March 17,
2000, 125,000 shares of the Company's Common Stock were sold to two
accredited investors, under Rule 506, at $0.40 per share, for a total
raise of $50,000. The share price in each instance was determined by
the approximate market price at the time of the sale.
No compensation or commissions were paid to any person in
connection with the issuance of the shares, and no underwriter, broker
or dealer participated in such a sale. Each issuee in the transaction
described above made a written representation to the Company that he
was acquiring the Company's stock for investment purposes and not with
a view to the resale or redistribution thereof. Each stock
certificate issued contains a restrictive legend. Each of the above
transactions was deemed by the Company to be exempt from registration
under Section 4(2) of the Securities Act of 1933, and Rule 145 (17 CFR
Section 230.145) as a transaction not involving any public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
NONE
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
MIRACOM INDUSTRIES, INC.
Date: July 25, 2000 By: /s/ Jimmy K. Sung
Jimmy K. Sung
President, Chairman
Date: July 25, 2000 By: /s/ Paul Kim
Paul Kim
Secretary, Director
