SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) of the
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SECURITIES ACT OF 1934
For the Quarterly period ended June 30, 2000
Commission File Number 0-30233
MICRON SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 86-0577075
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
8361 E. Evans Road, Suite 105, Scottsdale, AZ 85260
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (480)607-7243
Common Stock, Par Value $0.001 Per Share
(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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
NUMBER OF COMMON STOCK SHARES OUTSTANDING
-----------------------------------------
1,982,600
---------
On August 18, 2000
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Traditional Small Business Disclosure Format (Check One):
X Yes No
--- ---
1
<PAGE>
ITEM 1. Financial Statements
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS AS OF JULY 31, 2000,
DECEMBER 31, 1999 AND 1998
2
<PAGE>
MICRON SOLUTIONS, INC.
TABLE OF CONTENTS
Page
No.
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ACCOUNTANT'S AUDIT REPORT F-1
FINANCIAL STATEMENTS
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Stockholder's Equity F-4 - F-5
Statements of Cash Flows F-6
NOTES TO FINANCIAL STATEMENTS F-7 - F-8
<PAGE>
DALE Mcghie Town & Country Plaza
CERTIFIED PUBLIC ACCOUNTANT 1539 Vassar St. Reno, Nevada 89502
Tel: 702-332-7744
Fax: 702-332-7747
To the Board of Directors
Micron Solutions, Inc.
Reno, NV
ACCOUNTANT'S AUDIT REPORT
I have reviewed the accompanying balance sheets of Micron Solutions, Inc. (a
development stage company) for the seven months ended July 31, 2000 , and the
related statements of operations, changes in stockholders' equity and cash flows
for the seven months then ended, in accordance with standards established by the
American Institute of of Certified Public Accountants. All information included
in these financial statements is Representation of the management of Micron
Solutions Inc.
A review consists principally of inquires 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 I do not express such an opinion.
Based on my review, I am unaware of any material modifications that should be
made to the accompanying financial statements to be in conformity with generally
accepted auditing standards
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, as discussed in Note 2 of the
financial statements. The Company is currently dormant and has no productive
assets. The financial statements do not include any adjustments that might
result in a negative outcome as a result of this uncertainty.
The financial statements for the years ended December 31, 1999 and 1998, were
audited by me and I expressed an unqualified opinion on them in my report dated
March 2000., but I have not performed any auditing procedures since that date
By: /s/ W. Dale McGhie CPA
---------------------------
W. Dale McGhie
Reno, Nevada
August 15, 2000
F-1
<PAGE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
FOR THE SEVEN MONTHS ENDED JULY 31, 2000
AND THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
ASSETS
31-Jul
2000 1999 1998
------- ------- -------
<S> <C> <C> <C>
CURRENT ASSETS
Cash 6,181 7,160 1,932
PROPERTY AND EQUIPMENT
Website 7,248 980 --
Computers 3,500 -- --
less accumnulated deprec (1,190) -- --
------- ------- -------
9,558 980 --
OTHER ASSETS
Organizational Costs -- -- 12,026
------- ------- -------
15,739 9,120 13,958
======= ======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable 1,900 -- --
------- ------- -------
STOCKHOLDER'S EQUITY
Common Stock; $0.001 par
value, 100,000,000 shares
authorized; issued and outstanding
1,982,600 shares in 1998, and
1997 and 981,600 in 1996 1,983 1,983 1,983
Paid in Capital 42,794 29,396 12,043
Deficit accumulated during
the development stage (30,938) (23,239) (68)
------- ------- -------
Total equity 13,839 8,140 13,958
------- ------- -------
15,739 8,140 13,958
======= ======= =======
</TABLE>
The accompany notes are an integral part of these financial statements
F-2
<PAGE>
MICRON SOLUTIONS, INC.
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE SEVEN MONTHS ENDED JULY 31, 2000
AND THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Inception at
Development
31-Jul Stage to
2000 1999 1998 31-Jul-00
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUE $ -- $ -- $ -- $ --
-------- -------- -------- --------
OPERATING COSTS AND
EXPENSES
Legal & Professional 5,001 10,003 -- 15,004
Organizational Costs 12,026 -- 12,026
Bank Fees 35 70 68 173
Credit Card Fees 182 -- -- 182
Depreciation 1,190 -- -- 1,190
Office Supplies 69 -- -- 69
Postage 300 -- -- 300
Printing 134 -- -- 134
Repair and Miantenance 179 -- -- 179
Rent 609 -- -- 609
-------- -------- -------- --------
Net Income (Loss) $ (7,699) $(22,099) $ (68) $(29,886)
======== ======== ======== ========
(Loss) per share $ (0.003) $ (0.011) -- --
======== ======== ======== ========
</TABLE>
The accompany notes are an integral part of these financial statements
F-3
<PAGE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE SEVEN MONTHS ENDED JULY 31, 2000
AND THE YEAR ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Deficit
Accumulation
Common Stocks Paid in Retained through
Issued Amount Capital Earnings Development Stage
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance December 31,
1995 4,908,002 24,540 1,921,691 (2,486,325) --
Write off Liabilities note 1 -- -- -- 540,094 --
Reverse stock split of
five shares surrendered
for one share issued (3,925,402) (23,559) 23,559 -- --
Quasi - reorganization - note 1 -- -- (1,946,231) 1,946,231 --
Net (Loss) for the year
ending December 31,
1996 -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Balance December 31
1996 982,600 981 (981) -- --
Issue of shares in Micron 1,000 1 9,175 -- --
Solutions, Inc for cost
Issue of shares in Shillelagh
for services, no value 1,000,000 1,000 (1,000) -- --
Net (Loss) for the year
ending December 31,
1997 -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Balance December 31,
1997 1,983,600 1,983 7,194 -- --
Contributed Capital -- -- 4,649 -- --
Net (loss) for the year
ending December 31
1998 -- -- -- -- (68)
----------- ----------- ----------- ----------- -----------
Balance December 31,
1998 1,983,600 $ 1,983 $ 12,043 $ -- $ (68)
----------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENTS STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE SEVEN MONTHS ENDED JULY 31, 2000
AND FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
CONTINUED
<TABLE>
<CAPTION>
Deficit
Accumulation
Common Stocks Paid in Retained since Dev
Issued Amount Capital Earnings Stage
--------- ------- --------- -------- ---------
<S> <C> <C> <C> <C> <C>
Contributed Capital -- -- 17353 -- --
Net (loss) for the
Year Ended December 31
1999 -- -- -- -- (23,171)
--------- ------- --------- -------- ---------
Balance December 31
1999 1,982,600 $ 1,983 $ 29,396 $ -- $ (23,239)
========= ======= ========= ======== =========
Contributed Capital -- -- $ 13,397 -- --
Net Loss for the
seven months ended
31-Jul-00 -- -- -- -- $ (7,699)
--------- ------- --------- -------- ---------
Balance July 31, 2000 1,982,600 1983 $ 42,793 -- $ (30,398)
========= ======= ========= ======== =========
</TABLE>
The accompanying Notes are an integral paret of these financial statements
F-5
<PAGE>
MICRON SOLUTIONS, INC.
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SEVEN MONTHS ENDED JULY 31, 2000
AND THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Inception at
development
July 31 stage to
2000 1999 1998 31-Jul-00
-------- -------- -------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (7,698) $(23,171) $ (68) $(30,937)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation 1,190 -- -- $ 1,190
Net (Increase) Decrease in
Organizational Costs - Note 1 -- 12,026 (1,200) --
Purchases of Equipmemnt (9,768) (979) -- (10,748)
Increase (Decrease)
in Accounts Payable 1,900 -- (1,650) 1,900
-------- -------- -------- --------
Net Cash provided (used) by
operating Activities (14,367) (12,124) (2,918) (36,384)
-------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Capital Stock and
amounts contributed to capital 13,397 17,353 4,850 44,776
-------- -------- -------- --------
Net cash provided by
Financing Activities 13,397 17,353 4,850 44,776
-------- -------- -------- --------
Increase in Cash (979) 5,228 1,932 8,382
Cash and Cash Equivalents,
beginning of year 7,160 -- -- --
-------- -------- -------- --------
Cash and Cash Equivalents,
end of year $ 6,181 $ 7,160 $ 1,932 $ 6,181
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-6
<PAGE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, 1997 AND 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND HISTORY:
Micron Solutions Inc., (Micron) was formed on September 5, 1997 as a Nevada
corporation in order to complete a merger with Shillelagh Ventures, Chartered
(Shillelagh), both corporations have been inactive except for spending on
reorganization costs during 1997 and 1998. Micron Solutions Inc., is the
surviving company. Shillelagh Ventures, Chartered was an active holding company
until 1991 at which time they ceased operations on August 31, 1991 Shillelagh
showed liabilities totaling $340,031. Management believes these liabilities no
longer are valid and the statute of limitations have caused them to be
uncollectable and they were written off.
On the ninth of September, 1997, the shareholders of Shillelagh exchanged five
shares of its $.005 par value common stock for each one share of Micron $.001
par value common stock. The shareholders then voted to reorganize and through a
Quasi-reorganization eliminated its deficit retained earnings of $1,976,231.
There were no adjustments to Assets or Liabilities.
NATURE OF BUSINESS:
The Company provides specialized services directed to the investment community,
(such as researching stock as to value and name changes) and also to the general
public through the internet..
ASSETS AND LIABILITIES:
To the best of management's knowledge, there are no assets or liabilities within
the company, except those acquired between 1997, and 2000 in order to affect the
reorganization.
USE OF ESTIMATES:
The preparation of financial statements in conformity with general accepted
accounting principals require management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from these estimates.
ORGANIZATION COSTS:
The Company has adopted Statement of Position (SOP) 98-5, "Reporting on the
Costs of Start-UP Activities" issued in April 1998 by the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants.
Pursuant to SOP 98-5, Organizational costs were expensed in 1999. For Federal
Income tax reporting, organization costs are capitalized and amortized over a
5-year period after commencement of operations.
EARNINGS PER SHARE:
The earnings per share calculation are based on the weighted average number of
shares outstanding during the period, 1,982,600 in 2000, 1999, 1998, 1997.
INCOME TAX:
Due to no earnings as of July 31, 2000, no provision for Federal income taxes
has been made.
DIVIDEND POLICY:
The Company has not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.
F-7
<PAGE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1999, DECEMBER 31, 1998, 1997 AND 1996
NOTE 1 - CONTINUED
PROPERTY AND EQUIPMENT
Property and equipment consists of a Computer and Web-site, which shall be
depreciated over a period of five years using the straight-line method.
beginning in January of 2000.
NOTE 2 - GOING CONCERN
As discussed in Note 1, the company has been in a dormant stage since 1991. The
company has no productive asset and may have prior unknown liabilities. The
company plans include infusing capital. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties. These
factors raise concern about the company's ability to continue as a going
concern.
NOTE 3 - NET OPERATING LOSS CARRY FORWARD
Because of the change in ownership and the value of Shillelagh the net operating
loss carry forward prior to 1997 will be negligible. Net operating losses
occurring after 1996 can be carried forward to be used against future earnings
for a 15-year period.
F-8
<PAGE>
ITEM 2: Management's Discussion and Analysis or Plan of Operation
Statements contained herein that are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, the
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation: well established competitors who have substantially
greater financial resources and longer operating histories, regulatory delays or
denials, the Company's ability to compete as a start-up company in a highly
competitive market, and access to sources of capital.
The Company has not had revenues in the last two (2) years.
Accordingly, management's plan of operations follows:
Plan of Operation
During the third and forth quarters of 2000, management intends to
continue to organize the Company's operations. This includes drafting
promotional materials and sending such materials to prospective clients.
Management also plans to create a website for the promotion of the Company's
business.
Management already has obtained facilities and basic office equipment
in connection with its initial operations. The Company's operating office is
located at 8361 East Evans Road, Suite 105, Scottsdale, Arizona 85260. The
Company's office equipment is minimal, but is sufficient for the Company's
initial operating needs.
During the six (6) months which follow the filing of the Company's Form
10- SB, management intends to contact potential clients and otherwise advertise
and promote the Company's services. Such advertising and promotion shall include
maintenance of the Company's website, direct mailings to potential corporate
clients, and telephone contact with such potential clients. In this fashion,
management intends to build a base of clients.
Management does not anticipate revenues which will fully support the
Company's expense needs for a period of six (6) months from its initial
operations. During that time, the Company's officers and directors intend to use
personal funds to cover the Company's expenses. In this regard, management
anticipates that the Company's operating expenses for the first full year of
operations will be approximately $38,000. Officers and directors contributing
cash to the Company will be compensated either through the issuance of stock or
through the execution of promissory notes.
3
<PAGE>
PART II
Other Information
ITEM 1: Legal Proceedings
The Company is not party to, and none of the Company's property is
subject to, any pending or threatened legal, governmental, administrative or
judicial proceedings.
ITEM 2: Changes in Securities and Use of Proceeds
None.
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matters to a Vote of Security Holders
No matters have been submitted to a vote of the security holders during
the period covered by this report through the solicitation of proxies or
otherwise.
ITEM 5: Other Information
None.
ITEM 6: Exhibits and Reports on Form 8-K
A. Exhibits
(2) Plan of acquisition, reorganization, liquidation or succession:
NONE.
(3) (i) Articles of Incorporation *
(ii) By-laws *
* Incorporated by reference from the Registrant's Form 10-SB.
B. Reports on Form 8-K.
The Registrant did not file reports on Form 8-K during the quarter
covered by this report.
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: AUGUST 21, 2000. MICRON SOLUTIONS, INC.
/s/ Mark Riddle
--------------------------
Mark Riddle, President
4
