UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g)
of the Securities Exchange Act of 1934
MICRON SOLUTIONS, INC.
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(Name of Small Business Issuer in its Charter)
Nevada 86-0577075
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(State of other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
8361 E. Evans Road, Suite 105, Scottsdale, AZ 85260
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone number: (480) 607-7243
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Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 Per Share
(Title of Class)
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PART I
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ITEM 1. DESCRIPTION OF BUSINESS
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(a) Business Development
MICRON SOLUTIONS, INC. (the "Company" or the "Registrant" ) is a Nevada
corporation which was originally incorporated on September 5, 1997. On December
4, 1997, Shillelagh Ventures Chartered ("Shillelagh"), a Utah corporation, was
acquired by the Company through a merger.
Shillelagh was originally incorporated under the laws of the State of
Utah on January 18, 1974 under the name of Northwestern Construction Company
("Northwestern"). Northwestern became a publicly-held company on August 27, 1976
through a distribution of 24,000 shares of its common stock to the stockholders
of World Electors, Inc. On January 28, 1987 it changed its name to Shillelagh
Ventures, Chartered.
On April 15, 1987 Shillelagh offered 5,000,000 shares of its common
stock through a Private Placement Memorandum. On June 10, 1988, the Company
offered a maximum of 1,625,000 units and a minimum of 900,000 units consisting
of one (1) share of common stock and one (1) Class A Warrant per Unit. The
Company filed a Registration Statement on Form S-18 with respect to the Units of
the Company offered.
Shillelagh was a reporting company, filing under Commission file number
0- 17268. To management's knowledge, the last filing made on Shillelagh's behalf
was a Form 10-Q filed in the first quarter of 1989. At that time, Shillelagh was
a start-up company which intended to engage in the satellite communications
business and the leasing of related and other equipment. Some time after that
date, Shillelagh became inactive. In July of 1992, Shillelagh's charter was
revoked by the State of Utah and the Company was involuntarily dissolved.
Having learned that the Company had been dissolved and abandoned by
past management, a group of shareholders sought to have Shillelagh's charter
reinstated in 1997. In that regard, a petition to reinstate Shillelagh's charter
was filed in the Third District Court in Salt Lake County, State of Utah on
April 28, 1997. On August 12, 1997, the Third District Court entered an order
reinstating the Company's charter. The shareholders then installed new
management.
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New management entered into a merger agreement with Micron Solutions,
Inc., a Nevada corporation on September 9, 1997. Micron was incorporated on
September 5, 1997 for the purpose of this merger. At the time of the merger,
Shillelagh had an authorized capitalization of 10,000,000 shares of common
stock, having a par value of $0.005 per share, of which 9,908,002 shares were
issued and outstanding. At that same time, Micron had a capitalization of
100,000,000 shares of common stock, having a par value of $0.001 per share, of
which 1,000 shares were outstanding. Micron, the Nevada corporation, was the
surviving corporation.
Currently, the Company has a capitalization of 100,000,000 shares of
common stock with a par value of $0.001 per shares, of which 1,982,600 shares
are issued and outstanding. The Company currently has 404 shareholders.
(b) BUSINESS OF THE ISSUER
(1) Principal Products and Services and Their Markets
The Company provides specialized services directed to the investment
community but available to the general public through the internet. Revenue is
derived by clients willing to pay for specific information as to their
investment holdings as follows:
By accessing internet web-sit STOCKTRACING.COM (a domain name owned by
Micron Solutions, Inc.), a potential client can have any stock
certificate (old, new or obsolete) researched for current status and
value. The service is designed to inform holders of certificates of
stock in companies that have merged, changed names, been bought out of
failed, etc. whether there is any current value attached to their
certificates. The fee for a search in this category is $30.00. Should
the client have a certificate of value, the company will process it for
an additional fee at the owner's discretion.
The Company is also the owner of the domain name LOSTSTOCKHOLDERS.COM
and is developing a web-site for the purpose of listing shareholders of publicly
listed companies that have been classified as lost, missing, dormant, etc.
Access to the web-site and search by name of record will be free of charge,
however, additional information as to value, company name, along with how and
where to collect any property will be furnished for a fee of $50.00 along with
proper shareholder identification.
The Company plans to develop and/or acquire other businesses when the
opportunity becomes available.
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(2) Distribution Methods
The Company intends to market its products and services through direct
mailings and through the maintenance of an Internet website which describes such
services and products.
(3) Status of Publicly Announced New Products or Services
To date, the Company has not publicly announced the availability of its
services or products.
(4) Competitive Business Conditions
There are several corporations engaged in the type of business
activities contemplated by the Company. Those entities are presumed to be more
experienced and to possess substantially greater financial, technical and
personnel resources than the Company. While the Company hopes to be competitive
with other similar companies, there can be no assurance that such will be the
case.
(5) Suppliers
The Company intends to contact all listed public companies in an effort
to create a large database for its web-site LOSTSTOCKHOLDERS.COM. With regard to
the web-site STOCKTRACING.COM, the Company is in possession of books and
publications that provide the research needs to satisfy most inquiries. Other
needs can be obtained from governmental offices and public libraries.
(6) Customer Dependence
The Company does not have a base of customers. Management anticipates
that the demand for its services will come primarily from the general public.
(7) Intellectual Property
The Company regards its trade secrets and similar intellectual property
as valuable to its business, and will rely on trademark and copyright law, trade
secret protection and confidentiality and/or license agreements with its
employees, partners and others to protect its proprietary rights. There can be
no assurance that the steps taken by the Company will be adequate to prevent
misappropriation or infringement of its intellectual property. The Company
expects that it may license in the future, certain of its proprietary rights,
such as trademarks or copyrighted material, to third parties. While the Company
attempts to ensure that the quality of its brand is maintained by such
licensees, there can be no assurance that such licensees will not take actions
that might materially adversely affect the value of the Company's proprietary
rights or reputation, which could have a material adverse effect on the Company.
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(9) Effect of Governmental Approval and Regulation
Government Regulation and Legal Uncertainties. The company is subject
to various laws and governmental regulations applicable to business generally.
The Company believes it is in compliance with such laws and that such laws do
not have a material impact on its operations. In addition, although there are
currently few laws or regulations directly applicable to access to or commerce
on the Internet, due to the increasing popularity and use of the Internet, it is
possible that more stringent consumer protection laws and regulations may be
adopted with respect to the Internet covering issues such as participant
privacy, pricing, intellectual property, information security, anti-competitive
practices, the convergence of traditional channels with Internet commerce,
characteristics and quality of product and services and the taxation of income
or gross receipts. The enactment or enforcement of such federal or state laws or
regulations in the future may decrease the demand for the Company's products and
services, increase the Company's costs, or otherwise have an adverse effect on
the Company's business, prospects, financial condition or operating results.
Moreover, the applicability to the Internet of existing laws in various
jurisdictions governing issues such as property ownership, libel and personal
privacy is uncertain, may take years to resolve and could expose the Company to
substantial liability for which the Company might not be indemnified by content
providers or other third parties. Any such new legislation or regulation or the
application of existing laws and regulations to the Internet could have a
material adverse effect on the Company's business, prospects, financial
condition or operating results.
(10) Research and Development
The Company has not engaged in any research or development in the last
two years.
(11) Cost of Environmental Regulation
The Company anticipates that it will have no material costs associated
with compliance with either federal, state or local environmental law.
(12) Employees
As of the date of this filing, Micron had 2 full-time and no part time
employees. These two employee are the officers and directors of the Company.
None of the Company's employees is represented by a labor union, and the Company
considers its employee relations to be good. The Company expects the number of
employees to grow over the next twelve months as sales personnel and shareholder
tracing personnel are added.
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(c) Reports to Security Holders
To the extent that the Company is required to deliver annual reports to
security holders through its status as a reporting company, the Company shall
deliver annual reports. Also, to the extent the Company is required to deliver
annual reports by the rules or regulations of any exchange upon which the
Company's shares are traded, the Company shall deliver annual reports. If the
Company is not required to deliver annual reports, the Company will not go the
expense of producing and delivering such reports. If the Company is required to
deliver annual reports, they will contain audited financial statements if
audited financial statements are required.
Prior to the filing of this Form 10-KSB, the Company has not filed
reports with the Securities and Exchange Commission since 1989. Management
anticipates that Forms 3, 4, 5, 10K-SB, 10Q-SB, 8-K and Schedules 13D along with
appropriate proxy materials will have to be filed as they come due. If the
Company issues additional shares, the Company may file additional registration
statements for those shares.
The public may read and copy any materials the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by call the Commission
at 1-800-SEC- 0330. The Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the Commission. The Internet address of
the Commission's site is (http://www.sec.gov).
(d) Year 2000 Disclosure
The Company does not anticipate any problem in dealing with computer
entries in the year 2000 or thereafter, with any computers currently used at any
of their facilities. All of the Company's computer systems are new and have been
year 2000 compliant from their acquisition. The Company keeps current with all
updates and revisions with all software the Company currently use. It is
anticipated that the software updates reflect required revisions to accommodate
transactions in the year 2000 and thereafter. Though it is not anticipated that
the Company will have a problem at the turn of the century, the Company intends
to coordinate the resolution of any year 2000 problems with the vendors of the
software the Company utilizes.
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State of Readiness
The Company does not anticipate any problems in dealing with year 2000
issues. All of the Company's computer systems have been acquired within the last
year and are year 2000 compliant. In this regard, the Company uses computers
(PCs) owned by management. All such systems have computer processors capable of
properly recognizing dates past 1999. The Company's computer systems are used
primarily for word processing, bookkeeping and Internet communications. The
Company keeps current with all updates and revisions of all software used in
connection with the Company's business. The Company's current word processing
accounting and Internet communications software is year 2000 compliant. From an
internal standpoint, the Company is year 2000 ready. Indeed, the Company has
made the year 2000 transition without any problems.
The Company's business may be impacted by the year 2000 readiness of
third parties with whom the Company has a material relationship. Such parties
include banks, telephone companies, attorneys, accountants and transfer agents.
The Company has made inquiry of its transfer agent, Nevada Agency and Trust
Company, its attorneys and its accountant regarding their year 2000 readiness.
All of the Company's attorneys, its accountant and its transfer agent are year
2000 compliant. Larger vendors, such as banks and telecommunications companies,
have represented themselves as year 2000 compliant. However, the Company has
expience no year 2000 related problems since the turn of the new year.
Costs of Year 2000 Issues
The Company's costs of remediating any year 2000 issues has been
inconsequential. Such costs total no more than a few thousand dollars and have
been borne by the members of the Company's management which own the computer
systems the Company uses. Indeed, the general need to upgrade and replace
computer systems was more of a factor in recent computer hardware and software
acquisitions than the year 2000 was in connection with the computer systems the
Company uses.
Year 2000 Issues, Risks and Contingency Plans
The most reasonable worst case scenario the Company faces as a result
of year 2000 issues is the failure of third party service providers, such as
banks or telecommunications companies, failing as a result of their failure to
properly remediate any year 2000 problem they may have. If that happens, the
Company will deal with service providers who have not failed to remediate their
year 2000 issues. Management does not anticipate that the costs of changing such
third party service providers will be significant.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION OR PLAN OF OPERATION
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The Company has not had revenues in the last two (2) years.
Accordingly, management's plan of operations follows:
Plan of Operation
During the second quarter of 2000, management intends 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 this 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.
Management also intends to make the Company available for combination
with other businesses. While no such combination is currently contemplated, the
combination of the Company with another business could be more advantageous to
the Company and its shareholders than the continued operation of the Company's
current line of business. If a suitable combination is not available, management
intends to continue the Company's operations as described above.
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ITEM 3. DESCRIPTION OF PROPERTY
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(a) Principal Plants and Property and Description of Real Estate and
Operating Data.
The Company's executive offices are located. and substantially all of
its operating activities are conducted from, office space at 8361 E. Evans Road,
Suite 105, Scottsdale, Arizona 85260, telephone (602) 607-7243. The Company
maintains its statutory office at 50 West Liberty Street, Reno, Nevada 89501,
telephone (775) 322- 0626. The Company does not own any real estate.
(b) Investment Policies
The Company's plan of operations is focused on the development of
research- related services described in Item (1) of this part. Accordingly, the
Company has no particular policy regarding each of the following types of
investments:
(1) Investments in real estate or interests in real estate;
(2) Investments in real estate mortgages; or
(3) Securities of or interests in persons primarily engaged in
real estate activities.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
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(a) 5% Shareholders:
The following information sets forth certain information as of March
31, 2000 about each person who is known to the Company to be the beneficial
owner of more than five percent (5%) of the Company's Common Stock:
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(2)
(1) Name and Address (3) (4)
Title of Beneficial Amount and Nature of Percent of
of Class Owner Beneficial Ownership Class
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Common Mark Riddle 798,859 40%
8361 Evans Road
Suite 105
Scottsdale, Arizona 85260
Equity Redemption 250,000 13%
9405 East Double Tree
Ranch Road, Suite 238
Scottsdale, Arizona 85260
Capital Recovery Corp. 250,000 13%
7900 East Princess Dr.
#1284
Scottsdale, Arizona 85225
John Courtney 134,738 7%
14230 North 99th Street
Scottsdale, Arizona 85260
(b) Security Ownership of Management:
(2)
(1) Name and Address (3) (4)
Title of Beneficial Amount and Nature of Percent of
of Class Owner Beneficial Ownership Class
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Common Mark Riddle 798,859 40%
8361 Evans Road
Suite 105
Scottsdale, Arizona 85260
Common Tiffany Zuzu 500,0001 26%
All Directors and 1,298,859 66%
Officers as a Group
(c) Changes in Control:
There is no arrangement which may result in a change in control.
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(1) 250,000 of these shares are registered in the name of Capital
Recovery Corp., a corporation in which Ms. Zuzu maintains a controlling
interest. The remaining 250,000 shares are registered in the name of Equity
Redemption, Inc., a corporation in which Ms. Zuzu maintains a controlling
interest.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
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(a) Directors and Executive Officers
As of March 31, 2000, the directors and executive officers of the
Company, their ages, positions in the Company, the dates of their initial
election or appointment as director or executive officer, and the expiration of
the terms as directors are as follows:
Period Served As
Name Age Position Director*
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Mark Riddle 37 President and Jan. 1997 to present
Director
Tiffany Zuzu 30 Secretary, Aug.1998 to present
Treasurer
And Director
*The Company's directors are elected at the annual meeting of stockholders and
hold office until their successors are elected and qualified. The Company's
officers are appointed annually by the Board of Directors and serve at the
pleasure of the Board.
(b) Business Experience:
Mark Riddle, age 37, is the President and a Director of Micron
Solutions, Inc.. From 1979 ro 1991, Mr. Riddle was employed by Oil Well
Perforators as a Service Engineer and District Manager. In 1991, he formed
International Recovery Group, a company specializing in locating owners of
unclaimed and undeliverable property. Mr. Riddle is currently the President and
C.E.O. of International Recovery Group. He is also a private investigator
licensed by the States of Arizona and Wyoming.
Tiffany Zuzu, age 30, is the Secretary, Treasurer and a Director of
Micron Solutions, Inc. She was employed by Capital Tracing Inc. From 1987 to
1990, serving the apprenticeship required by the State of Arizona in order to be
licensed as a private investigator. She is the owner of Tiffany Tracing Co., a
private investigative firm and President and a director of Equity Redemption
Co., a firm that specializes in locating lost and/or missing shareholders of
publicly held companies. These firms were formed in 1991 by Ms. Zuzu and have
been a successful venture for her to date. She intends to continue her
relationship with these companies in the future.
(c) Directors of Other Reporting Companies:
None of the directors are directors of other reporting companies.
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(d) Employees:
The officers and directors who are identified above are significant
employees of the Company.
(e) Family Relationships:
There are no family relationships between the directors, executive
officers or any other person who may be selected as a director or executive
officer of the Company.
(f) Involvement in Certain Legal Proceedings:
None of the officers, directors, promoters or control persons of the
Company have been involved in the past five (5) years in any of the following:
(1) Any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior
to that time;
(2) Any conviction in a criminal proceedings or being subject to a
pending criminal proceeding (excluding traffic violations and
other minor offenses);
(3) Being subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, or any Court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in
any type of business, securities or banking activities; or
(4) Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities laws
or commodities law, and the judgment has not been reversed,
suspended, or vacated.
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ITEM 6. EXECUTIVE COMPENSATION
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The Company has not compensated its management in the last three years
due to the fact that the Company has not been engaged in business since 1990.
However, the following table sets forth information about compensation paid or
accrued during the years ended December 31, 1999, 1998 and 1997 to the Company's
officers and directors. None of the Company's Executive Officers earned more
than $100,000 during the years ended December 31, 1999, 1998 and 1997.
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Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------------ ---------
(e) (g)
Other (f) Securities (i)
(a) Annual Restricted Under- (h) Other
Name and (c) (d) Compen- Stock Lying LTIP Compen-
Principal (b) Salary Bonus sation Awards Options/ Payouts sation
Position Year $ ($) ($) ($) SARs(#) ($) ($)
- -------- ------ ------ ----- ------ ----- -------- ------ ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mark Riddle
President 1999 $None $ None $ None $ None None None None
and Director 1998 $None $ None $ None $ None None None None
1997 $None $ None $ None $ None None None None
Tiffany Zuzu
Secretary, 1999 $None $ None $ None $ None None None None
Treasurer, 1998 $None $ None $ None $ none None None None
and Director 1997 $None $ None $ None $ None None None None
</TABLE>
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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On or about May 18, 1998, the Company issued a total of 500 shares of
its common stock to Mark Riddle in exchange for services to the corporation
which consisted of assisting in the formation of Micron Solutions, Inc. and the
payment of some of the expenses attached thereto. The number of shares were
arbitrarily determined and carry a value of $0.50 on the Company's balance
sheet. Such shares were issued pursuant to the exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended.
On or about May 18, 1998, the Company issued a total of 500 shares of
its common stock to John J. Badger in exchange for services to the corporation
which consisted of assisting in the formation of Micron Solutions, Inc. and the
payment of some expenses attached thereto. The number of shares were arbitrarily
determined and carry a value of $0.50 on the Company's balance sheet. Such
shares were issued pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act of 1933, as amended.
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ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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The Company is registering all of its issued and outstanding shares of
its capital stock with a par value of One Mill ($0.001) per share. On March 31,
2000, there were 1,982,600 shares of stock issued and outstanding.
Capital Stock
Each of the holders of record of stock is entitled to one (1) vote per
share thereof at all shareholder meetings for all purposes, including the
election of the Company's directors and all other matters submitted to such
holders for a vote of stockholders; to share ratably in all dividends, when, as,
and if declared by the Company's Board of Directors from funds legally available
therefor; and to share ratably in all assets available for distribution to
holders of record of capital stock upon liquidation or dissolution after the
payment of all debts and other liabilities. Shares of common stock are not
redeemable and the holders have no conversion rights, pre-emptive or other
rights to subscribe to or purchase additional shares in the event of a
subsequent offering. The common stock does not carry cumulative voting rights.
All issued and outstanding shares of common stock are fully-paid and
non-assessable.
There are no limitations or restrictions upon the rights of the Board
of Directors to declare dividends out of any funds legally available therefor.
The Company has not paid dividends to date and it is not anticipated that any
dividends will be paid in the foreseeable future. The Board of Directors
initially may follow a policy of retaining earnings, if any, to finance the
future growth of the Company. Accordingly, future dividends, if any, will depend
upon, among other considerations, the Company's need for working capital and its
financial condition at the time.
The Company may, if approved at the general meeting of shareholders,
resolve to authorize the Board of Directors to declare and pay dividends to the
Company's shareholders in the form of bonus shares. The shareholders would
receive bonus shares in lieu of cash dividends, if any, declared and paid by the
Company.
"Anti-Takeover" Provisions. Although the Board of Directors is not
presently aware of any takeover attempts, the Company's Certificate of
Incorporation and By-laws contain certain provisions which may be deemed to be
"anti-takeover" in nature in that such provisions may deter, discourage, or make
more difficult the assumption of control of the Company by another corporation
or person through a tender offer, merger, proxy contest or similar transaction
or series of transactions. These provisions were adopted unanimously by the
Board of Directors and approved by the stockholders of the Company.
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Authorized but Unissued Shares. The Company has authorized 100,000,000
shares of common stock, par value $0.001 per share. These shares were authorized
for the purpose of providing the Board of Directors of the Company with as much
flexibility as possible to issue additional shares for proper corporate purposes
including equity financing, acquisitions, mergers, stock dividends, stock
splits, stock options and other purposes. The Company has no agreements,
commitments or plans at this time for the sale or use of its shares of common
stock except as described herein. Through March 31, 2000, the Company had issued
1,982,600 shares of stock.
No Cumulative Voting. The Company's Certificate of Incorporation and
By-laws do not contain any provisions for cumulative voting. Cumulative voting
entitles stockholders to as many votes as equal the number of shares owned by
such holder multiplied by the number of directors to be elected. A stockholder
may cast all these votes for one candidate or distribute them among any two or
more candidates. Thus, cumulative voting for the election of directors allows a
stockholder or group of stockholders who hold less than fifty percent (50%) of
the outstanding shares voting to elect one or more members of a Board of
Directors. Without cumulative voting for the election of directors, the vote of
holders of a plurality of the shares voting is required to elect any member of a
Board of Directors and would be sufficient to elect all the members of the Board
of Directors being elected.
General Effect of Anti-Takeover Provisions. The overall effect of these
provisions may be to deter a future tender offer or other takeover attempt that
some stockholders might view to be in their best interest as the offer might
include a premium over the market price of the Company's capital stock at that
time. In addition, these provisions may have the effect of assisting the
Company's current management in retaining its position and place it in a better
position to resist changes which some stockholders may want to make if
dissatisfied with the conduct of the Company's business.
Voting Rights. Except as set forth below, every holder of shares
present in person or by proxy or by representative, attorney or proxy appointed
under the Company's By-laws at a meeting of shareholders has one vote on a vote
taken by a show of hands, and on a poll every holder of shares who is present in
person or by proxy or representative has one vote for every fully paid share
held by him, registered in each shareholder's name on the Company's stockholder
list. Unless a poll is demanded, every question submitted to a meeting of
holders of shares shall be decided by a show of hands of the shareholders
present and entitled to vote. In the case of an equality of votes, in either a
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poll or a show of hands, the chairman shall have a second or casting vote.
Notwithstanding the above, restrictions are imposed on voting rights in the
following circumstances: (a) if two or more persons are registered as the holder
of the share, the only one of the holders entitled to vote is the senior who
tenders a vote, seniority being determined by the order of names in the
company's list of stockholders; (b) if the terms upon which the shares was
issued restrict the voting rights attaching to that share, the holder is
entitled to vote only in accordance with the terms upon which that share was
issued (neither any shares currently outstanding nor the common shares have
restricted voting rights).
Article II Section 5 of the Company's By-laws allows that the holders
of a majority of the issued and outstanding shares of the common stock of the
Company entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum for the transaction of business at all meetings of the
stockholders. All resolutions (e.g. resolutions for the election of directors,
the approval of increase in authorized capital, approval of financial
statements, amending the Articles of Incorporation and By-laws; authorizing
liquidation or a going private transaction) require the affirmative vote of the
holders of a majority of the issued and outstanding shares of the common stock
of the Company entitled to vote.
Not less than ten days' notice of any general shareholders meeting,
specifying the place, day and hour of the meeting, specifying the general nature
of the business, shall be given to the shareholders.
Article III Section 4 of the Company's By-laws allows that any director
or the entire Board of Directors may be removed, at any time, with or without
cause, by the holders of a majority of the shares then entitled to vote with or
without a stockholders meeting.
Certain Voting Requirements. The affirmative vote of the holders of a
majority of the shares present at a shareholders meeting and entitled to vote
generally constitutes shareholder approval or authorization of matters for which
such approval or authorization is required. A sale or transfer of substantially
all of the Company's assets, liquidation, merger, consolidation, reorganization
or similar extraordinary corporate action generally requires the affirmative
vote of a majority of the shares outstanding and entitled to vote thereon.
Restricted Shares. Restricted shares may not be sold unless they are
registered or are sold pursuant to an applicable exemption from registration,
including pursuant to Rule 144.
Reports to Shareholders. The Company intends to furnish its
shareholders with annual reports containing financial statements for each fiscal
year containing unaudited summary financial information and such other periodic
reports as it may deem appropriate or as required by law.
-15-
<PAGE>
PART II
- --------------------------------------------------------------------------------
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S
COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
- --------------------------------------------------------------------------------
Market Information:
There is no market for the Company's common stock. The Company intends
to apply for a listing of its shares on the OTC Bulletin Board system once its
reporting obligation filings are current. It is management's understanding that
the Company's shares cannot be traded on the OTC Bulletin Board until the
Company is current with all of reporting obligations. There has been no market
for the Company's stock in the last two years. Accordingly, the Company has no
range of high and low bid prices for the Company's common stock to report.
Holders:
There were approximately 404 holders of record of the Company's common
stock as of March 31, 2000.
Dividends:
The Company has never paid cash dividends on its stock and does not
intend to do so in the foreseeable future. The Company currently intends to
retain its earnings for the operation and expansion of its business. The
Company's continued need to retain earnings for operations and expansion are
likely to limit the Company's ability to pay dividends in the future.
- --------------------------------------------------------------------------------
ITEM 2. 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 that will have a materially adverse effect upon the
Company's financial condition or operation.
-16-
<PAGE>
- --------------------------------------------------------------------------------
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
- --------------------------------------------------------------------------------
There have been no disagreements with the Company's independent
accountants over any item involving the Company's financial statements. The
Company's independent accountant is W. Dale McGhie, Town & Country Plaza, 1539
Vasser Street, Reno, Nevada 89502.
- --------------------------------------------------------------------------------
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
- --------------------------------------------------------------------------------
On or about May 18, 1998, the Company issued a total of 500 shares of
its common stock to Mark Riddle in exchange for services to the corporation
which consisted of assisting in the formation of Micron Solutions, Inc. and the
payment of some of the expenses attached thereto. The number of shares were
arbitrarily determined and carry a value of $0.50 on the Company's balance
sheet. Such shares were issued pursuant to the exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended.
On or about May 18, 1998, the Company issued a total of 500 shares of
its common stock to John J. Badger in exchange for services to the corporation
which consisted of assisting in the formation of Micron Solutions, Inc. and the
payment of some expenses attached thereto. The number of shares were arbitrarily
determined and carry a value of $0.50 on the Company's balance sheet. Such
shares were issued pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act of 1933, as amended.
- --------------------------------------------------------------------------------
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------
Section 78.751 of the Nevada General Corporation Law allows the Company
to indemnify any person who was or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of any corporation, partnership, joint venture, trust
or other enterprise. The Company may advance expenses in connection with
defending any such proceeding, provided the indemnitee undertakes to pay any
such amounts if it is later determined that such person was not entitled to be
indemnified by the Company.
-17-
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART F/S
- --------------------------------------------------------------------------------
Financial Statements
- --------------------------------------------------------------------------------
The following financial statements and pro forma information are filed
with this Form 10-SB:
-18-
<PAGE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS OF DECEMBER 31, 1999, 1998 ,1997 AND 1996
<PAGE>
MICRON SOLUTIONS, INC.
TABLE OF CONTENTS
Page
No.
------
ACCOUNTANT'S AUDIT REPORT F-2
FINANCIAL STATEMENTS
Balance Sheets F-3
Statements of Operations F-4
Statements of Changes in Stockholder's Equity F-5 - F-6
Statements of Cash Flows F-7
NOTES TO FINANCIAL STATEMENTS F-13 - F-14
F-1
<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 audited the accompanying balance sheets of Micron Solutions, Inc. as (a
development stage company) for the years ended December 31, 1999, 1998, 1997 and
1996, and the related statements of operations, changes in stockholders' equity
and cash flows for the four years then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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 statement presentation.
I believe that my audit provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of Micron Solutions, Inc. as of
year ending December 31, 1999 and years ended December 31, 1998, 1997 and 1996,
and the results of operations and its cash flows for the years then ended in
conformity with generally accepted accounting principals.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, as discussed in Note 2 to the
financial statement. 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.
Reno, Nevada
January 7, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF DECEMBER 31, 1999, 1998 ,1997 and 1996
ASSETS
1999 1998 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash $ 7,160 $ 1,932 $ -- $ --
PROPERTY AND EQUIPMENT
Website 980
OTHER ASSETS
Organizational Costs -- 12,026 10,826 --
-------- -------- -------- --------
$ 8,140 $ 13,958 $ 10,826 $ --
======== ======== ======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ -- $ -- $ 1,650 $ --
-------- -------- -------- --------
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 1,983 982
Paid in Capital 29,396 12,043 7,193 (982)
Deficit accumulated during
the development stage (23,239) (68) -- --
-------- -------- -------- --------
8,140 13,958 9,176 --
-------- -------- -------- --------
$ 8,140 $ 13,958 $ 10,826 $ --
======== ======== ======== ========
The accompany notes are an integral part of these financial statements
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, 1997 NAND 1996
Inception of
Development
Stage to
1999 1998 1997 1996 Sep-99
------------- --------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
------------- --------------- ---------------- ----------------- ----------------
OPERATING COSTS AND
EXPENSES
Legal & Professional 11,053 - - - 11,053
Organizational Costs 12,026 - - - 12,026
Bank Fees 92 68 - - 160
------------- --------------- ---------------- ----------------- ----------------
Net Income (Loss) $ (23,171) $ (68) $ - $ - $ (23,239)
============= =============== ================ ================= ================
(Loss) per share $ (NIL) $ (NIL) NIL NIL $ (NIL)
============= =============== ================ ================= ================
</TABLE>
The accompany notes are an integral part of these financial statements
F-4
<PAGE>
<TABLE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, 1997 AND 1996
<CAPTION>
Deficit
Common Stocks Accumulation
------------------------------ 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 $ 1,921,690 $(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 (982) -- --
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 1,982,600 1,982 7,193 -- --
</TABLE>
The accompanying notes are an integral part of these financial statements
F-5
<PAGE>
<TABLE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENTS STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBEER 31, 1999, 1998,1997,AND 1996
<CAPTION>
CONTINUED
Deficit
Common Stocks Accumulation
------------------------------ Paid in Retained through
Issued Amount Capital Earnings Development Stage
---------- ---------- ---------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Contributed Capital -- -- 4,850 -- --
Net (loss) for the year
ending December 31,
1998 -- -- -- -- (68)
--------- --------- --------- -------- ---------
Balance December 31,
1998 1,982,600 1,982 12,043 -- --
Contributed Capital -- -- 17353 -- --
Net (loss) for the year
ending December 31,
1999 -- -- -- -- (23,171)
--------- --------- --------- --------- ---------
Balance September 30,
1999 1,982,600 $ 1,982 $ 29,396 $ -- $ (23,239)
========= ========= ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-6
<PAGE>
<TABLE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998,1997, AND 1996
<CAPTION>
Inception of
development
stage to
1999 1998 1997 1996 Sept. 1999
-------- -------- -------- -------- ----------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(23,171) $ (68) $ -- $ -- $(22,167)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Net (Increase) Decrease in --
Organizational Costs - Note 1 12,026 (1,200) (10,826) -- --
Increase (Decrease)
in Accounts Payable (1,650) 1,650 -- 150
-------- -------- -------- -------- --------
Net Cash provided (used) by
operating Activities (12,124) (2,918) (9,176) -- (22,017)
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Capital Stock and
amounts contributed to capital 17,353 4,850 9,176 -- 31,379
-------- -------- -------- -------- --------
Net cash provided by
Financing Activities 17,353 4,850 9,176 -- 31,379
-------- -------- -------- -------- --------
Increase in Cash 5,228 1,932 -- -- 9,362
Cash and Cash Equivalents,
beginning of year 1,932 -- -- -- --
-------- -------- -------- -------- --------
Cash and Cash Equivalents,
end of year $ 7,160 $ 1,932 $ -- $ -- $ 9,362
======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-7
<PAGE>
<TABLE>
<CAPTION>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998 ,1997 and 1996
ASSETS
Sept, 30
1999 1998 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash $ 9,362 $ 1,932 $ -- $ --
OTHER ASSETS
Organizational Costs -- 12,026 10,826 --
--------- -------- -------- --------
$ 9,362 $ 13,958 $ 10,826 $ --
========= ======== ======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 150 $ -- $ 1,650 $ --
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 1,983 982
Paid in Capital 29,396 12,043 7,193 (982)
Deficit accumulated during
the development stage (23,167) (68) -- --
-------- -------- -------- --------
9,212 13,958 9,176 --
-------- -------- -------- --------
$ 9,362 $ 13,958 $ 10,826 $ --
======== ======== ======== ========
</TABLE>
The accompany notes are an integral part of these financial statements
F-8
<PAGE>
<TABLE>
<CAPTION>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
AND THE YEARS ENDED DECEMBER 31, 1998 ,1997 and 1996
Inception of
Development
30-Sep Stage to
1999 1998 1997 1996 Sep-99
------------- --------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
------------- --------------- ---------------- ----------------- ----------------
OPERATING COSTS AND
EXPENSES
Legal & Professional 10,003 - - - 10,003
Organizational Costs 12,026 - - - 12,026
Bank Fees 70 68 - - 138
------------- --------------- ---------------- ----------------- ----------------
Net Income (Loss) $(22,099) $ (68) $ - $ - $ (22,167)
============= =============== ================ ================= ================
(Loss) per share $ (0.011) NIL NIL NIL NIL
============= =============== ================ ================= ================
The accompany notes are an integral part of these financial statements
</TABLE>
F-9
<PAGE>
<TABLE>
<CAPTION>
MICRON SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
AND THE YEAR ENDED DECEMBER 31, 1998, 1997 AND 1996
Deficit
Common Stocks Accumulation
------------------------------ 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 $ 1,921,690 $(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 (982) -- --
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 1,982,600 1,982 7,194 -- --
-- -- 4,850 -- --
Net (loss) for the year
ending December 31
1998 -- -- -- -- (68)
---------- ---------- ---------- ---------- ----------
Balance December 31,
1998 1,983,600 $ 1,982 $ 12,044 $ -- $ (68)
</TABLE>
The accompanying notes are an integral part of these financial statements
F-10
<PAGE>
<TABLE>
MICRON SOLUTIONS, INC.
(A DEVELOPMENTS STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
AND THE YEAR ENDED DECEMBER 31, 1998, 1997 AND 1996
<CAPTION>
CONTINUED
Deficit
Common Stocks Accumulation
------------------------------ Paid in Retained through
Issued Amount Capital Earnings Development Stage
---------- ---------- ---------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Contributed Capital -- -- 17,353 -- --
Net (loss) for the
9 months ended
September 30, 1999 -- -- -- -- (22,099)
---------- ---------- ---------- --------- ----------
Balance September 30,
1999 1,982,600 $ 1,982 $ 29,397 $ -- $ (22,167)
========== ========= ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-11
<PAGE>
<TABLE>
<CAPTION>
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999,
AND THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
Inception of
development
Sept 30, stage to
1999 1998 1997 1996 Sept. 1999
-------- -------- -------- -------- ----------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(22,099) $ (68) $ -- $ -- $(22,167)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Net (Increase) Decrease in --
Organizational Costs - Note 1 12,026 (1,200) (10,826) -- --
Increase (Decrease)
in Accounts Payable 150 (1,650) 1,650 -- 150
-------- -------- -------- -------- --------
Net Cash provided (used) by
operating Activities (9,923) (2,918) (9,176) -- (22,017)
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Capital Stock and
amounts contributed to capital 17,353 4,850 9,176 -- 31,379
-------- -------- -------- -------- --------
Net cash provided by
Financing Activities 17,353 4,850 9,176 -- 31,379
-------- -------- -------- -------- --------
Increase in Cash 7,430 1,932 -- -- 9,362
Cash and Cash Equivalents,
beginning of year 1,932 -- -- -- --
-------- -------- -------- -------- --------
Cash and Cash Equivalents,
end of year $ 9,362 $ 1,932 $ -- $ -- $ 9,362
======== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-12
<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.
NATURE OF BUSINESS:
The Company provides specialized services directed to the investment community,
(such as researchers) 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 in 1997,1998 and 1999 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.
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 1999, 1998, and 1997., and
982,600 in 1996
INCOME TAX:
Due to no earnings as of December 31, 1999, 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-13
<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 Website , whcigh shall be depreciated over
a period of five years using the straight line method.
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 in 1999 and 1998 can be carried forward to be used against future
earnings for a 15 year period.
F-14
<PAGE>
PART III
- --------------------------------------------------------------------------------
ITEM 1. Index to Exhibits
- --------------------------------------------------------------------------------
The following exhibits are filed with this Form 10-SB:
Assigned
Number Description
- ------ -----------
(2) Plan of acquisition, reorganization, arrangement, liquid, or
succession: None
(3)(ii) By-laws of the Company: Included
(4) Instruments defining the rights of holders including indentures:
None
(9) Voting Trust Agreement: None
(10) Material Contracts: None
(11) Statement regarding computation of per share earnings:
Computations can be determined from financial statements.
(16) Letter on change in certifying accountant: None
(21) Subsidiaries of the registrant: None
(24) Power of Attorney: None
(27) Financial Data Schedule: Included
(99) Additional Exhibits: None
-19-
<PAGE>
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April ____, 2000.
MICRON SOLUTIONS, INC.
By /s/ Mark Riddle
---------------
Mark Riddle
President
-20-
BY-LAWS FOR THE REGULATION
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATION OF
MICRON SOLUTIONS, INC.
* * * * * * *
ARTICLE I.
Offices
Section 1. PRINCIPAL OFFICE. The initial principal office
for the transaction of the business of the corporation is hereby fixed and
located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501, being the
offices of Nevada Agency and Trust Company. The Board of Directors is hereby
granted full power and authority to change said principal office from one
location to another.
Section 2. OTHER OFFICES. Branch or subordinate offices may
at any time be established by the Board of Directors at any place or places
where the corporation is qualified to do business.
ARTICLE II.
Meetings of Shareholders
Section 1. MEETING PLACE. All annual meetings of
shareholders and all other meetings of shareholders shall be held either at the
principal office or at any other place within or without the State of Nevada
which may be designated either by the Board of Directors, pursuant to authority
hereinafter granted to said Board, or by the written consent of all shareholders
entitled to vote thereat, given either before or after the meeting and filed
with the Secretary of the corporation.
1
<PAGE>
Section 2. ANNUAL MEETINGS. The annual meetings of
shareholders shall be held on the fourth Wednesday of May each year, at the hour
of 2:00 o'clock p.m. of said day, commencing with the year 1998, provided,
however, that should said day fall upon a legal holiday, then any such annual
meeting of shareholders shall be held at the same time and place on the next day
thereafter ensuing which is not a legal holiday.
Written notice of each annual meeting signed by the President
or a Vice President, or the Secretary, or an Assistant Secretary, or by such
other person or persons as the directors shall designate, shall be given to each
shareholder entitled to vote thereat, either personally or by mail or other
means of written communication, charges prepaid, addressed to such shareholder
at his address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If a shareholder gives no address, notice
shall be deemed to have been given to him, if sent by mail or other means of
written communication addressed to the place where the principal office of the
corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be sent to each shareholder entitled thereto not less than ten
(10) nor more than sixty (60) days before each annual meeting, and shall specify
the place, the day and the hour of such meeting, and shall also state the
purpose or purposes for which the meeting is called.
2
<PAGE>
Section 3. SPECIAL MEETINGS. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be called at any time
by the President or by the Board of Directors, or by one or more shareholders
holding not less than 10% of the voting power of the corporation. Except in
special cases where other express provision is made by statute, notice of such
special meetings shall be given in the same manner as for annual meetings of
shareholders. Notices of any special meeting shall specify in addition to the
place, day and hour of such meeting, the purpose or purposes for which the
meeting is called.
Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy thereat,
but in the absence of a quorum, no other business may be transacted at any such
meeting.
When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting, other than by announcement at the meeting at
which such adjournment is taken.
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Section 5. ENTRY OF NOTICE. Whenever any shareholder
entitled to vote has been absent from any meeting of shareholders, whether
annual or special, an entry in the minutes to the effect that notice has been
duly given shall be conclusive and incontrovertible evidence that due notice of
such meeting was given to such shareholders, as required by law and the By-laws
of the corporation.
Section 6. VOTING. At all annual and special meetings of
stockholders entitled to vote thereat, every holder of stock issued to a bona
fide purchaser of the same, represented by the holders thereof, either in person
or by proxy in writing, shall have one (1) vote for each share of stock so held
and represented at such meetings, unless the Articles of Incorporation of the
corporation shall otherwise provide, in which event the voting rights, powers
and privileges prescribed in the said Articles of Incorporation shall prevail.
Voting for directors and, upon demand of any stockholder, upon any question at
any meeting shall be by ballot.
Section 7. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
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Section 8. CONSENT OF ABSENTEES. The transactions of any
meeting of shareholders, either annual or special, however called and noticed,
shall be as valid as though a meeting had been duly held after regular call and
notice, if a quorum be present, either in person or by proxy, and if, either
before or after the meeting, each of the shareholders entitled to vote, not
present in person or by proxy, sign a written Waiver of Notice, or a consent to
the holding of such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of this meeting.
Section 9. PROXIES. Every person entitled to vote or execute
consents shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the Secretary of the corporation; provided that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution, unless the shareholder executing it specifies therein the length
of time for which such proxy is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution.
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ARTICLE III.
Directors and Directors' Meetings
Section 1. POWERS. Subject to the limitations of the
Articles of Incorporation or the By-laws, and the provisions of the Nevada
Revised Statutes as to action to be authorized or approved by the shareholders,
and subject to the duties of directors as prescribed by the By-laws, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be controlled by the Board of
Directors. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the Directors shall have the
following powers, to wit:
First - To select and remove all the other officers,
agents and employees of the corporation, prescribe such powers and
duties for them as may not be inconsistent with law, with the Articles
of Incorporation or the By-laws, fix their compensation and require
from them security for faithful service.
Second - To conduct, manage and control the affairs
and business of the corporation, and to make such rules and regulations
therefor not inconsistent with law, with the Articles of Incorporation
or the By-laws, as they may deem best.
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Third - To change the principal office for the
transaction of the business of the corporation from one location to
another within the same county as provided in Article I, Section 1
hereof; to fix and locate from time to time one or more subsidiary
offices of the corporation within or without the State of Nevada, as
provided in Article I, Section 2 hereof; to designate any place within
or without the State of Nevada for the holding of any shareholders'
meeting or meetings; and to adopt, make and use a corporate seal, and
to prescribe the forms of certificates of stock, and to alter the form
of such seal and of such certificates from time to time, as in their
judgment they may deem best, provided such seal and such certificates
shall at all times comply with the provisions of law.
Fourth - To authorize the issuance of shares of stock
of the corporation from time to time, upon such terms as may be lawful,
in consideration of money paid, labor done or services actually
rendered, debts or securities cancelled, or tangible or intangible
property actually received, or in the case of shares issued as a
dividend, against amounts transferred from surplus to stated capital.
Fifth - To borrow money and incur indebtedness for
the purposes of the corporation, and to cause to be executed and
delivered therefor, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations or other
evidences of debt and securities therefor.
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Sixth - To appoint an executive committee and other
committees and to delegate to the executive committee any of the powers
and authority of the Board in management of the business and affairs of
the corporation, except the power to declare dividends and to adopt,
amend or repeal By-laws. The executive committee shall be composed of
one or more Directors.
Section 2 NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of directors of the corporation shall be not less than One
(1).
Section 3. ELECTION AND TERM OF OFFICE. The Directors shall
be elected at each annual meeting of shareholders, but if any such annual
meeting is not held or the Directors are not elected thereat, the Directors may
be elected at any special meeting of shareholders. All Directors shall hold
office until their respective successors are elected.
Section 4. VACANCIES. Vacancies in the Board of Directors
may be filled by a majority of the remaining Directors, though less than a
quorum, or by a sole remaining Director, and each Director so elected shall hold
office until his successor is elected at an annual or a special meeting of the
shareholders.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of any Director, or
if the authorized number of Directors be increased, or if the shareholders fail
at any annual or special meeting of shareholders, at which any Director of
Directors are elected, to elect the full authorized number of Directors to be
voted for at that meeting.
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The shareholders may elect a Director or Directors at any time
to fill any vacancy or vacancies not filled by the Directors. If the Board of
Directors accepts the resignation of a Director tendered to take effect at a
future time, the Board, or the shareholders, shall have the power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorized number of Directors shall have
the effect of removing any Director prior to the expiration of his term of
office.
Section 5. PLACE OF MEETING. Regular meetings of the Board
of Directors shall be held at any place within or without the state which has
been designated from time to time by resolution of the Board or by written
consent of all members of the Board. In the absence of such designation, regular
meetings shall be held at the principal office of the corporation. Special
meetings of the Board may be held either at a place so designated, or at the
principal office.
Section 6. ORGANIZATIONAL MEETING. Immediately following
each annual meeting of shareholders, the Board of Directors shall hold a regular
meeting for the purpose of organization, election of officers and the
transaction of other business. Notice of such meeting is hereby dispensed with.
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Section 7. OTHER REGULAR MEETINGS. Other regular meetings of
the Board of Directors shall be held without call on the fourth Wednesday of
each month at the hour of 3:00 o'clock p.m. of said day; provided, however,
should said day fall upon a legal holiday, then said meeting shall be held at
the same time on the next day thereafter ensuing which is not a legal holiday.
Notice of all such regular meetings of the Board of Directors is hereby
dispensed with.
Section 8. SPECIAL MEETINGS. Special meetings of the Board
of Directors for any purpose or purposes shall be called at any time by the
President, or, if absent or unable or refuses to act, by any Vice President or
by any two (2) Directors.
Written notice of the time and place of special meetings shall
be delivered personally to the Directors or sent to each Director by mail, or
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation, or if it is not
shown on such records or is not readily ascertainable, at the place in which
meetings of the Directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or other
appropriate mail or facsimile facility, or delivered to the telegraph company in
the place in which the principal office of the corporation is located at least
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forty-eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. Such
mailing, faxing, telegraphing or delivery as above provided shall be due, legal
and personal notice to such Director.
Section 9. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given to absent Directors, if
the time and place be fixed at the meeting adjourned. Section 10. ENTRY OF
NOTICE. Whenever any Director has been absent from any special meeting of the
Board of Directors, an entry in the minutes to the effect that notice has bene
duly given shall be conclusive and incontrovertible evidence that due notice of
such special meeting was given to such Director, as required by law and the
By-laws of the corporation.
Section 11. WAIVER OF NOTICE. The transactions of any meeting
of the Board of Directors, however called and noticed or wherever held, shall be
as valid as though a meeting had been duly held after regular call and notice,
if a quorum be present, and if, either before or after the meeting, each of the
Directors not present sign a written Waiver of Notice or a Consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
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Section 12. QUORUM. A majority of the authorized number of
Directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision done
or made by a majority of the Directors present at a meeting duly held at which a
quorum is present, shall be regarded as the act of the Board of Directors,
unless a greater number be required by law or by the Articles of Incorporation.
Section 13. ADJOURNMENT. A quorum of the Directors may
adjourn any Directors' meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the Directors present at
any Directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
Section 14. FEES AND COMPENSATION. Directors shall not
receive any stated salary for their services as Directors, but by resolution of
the Board, a fixed fee, with or without expenses of attendance, may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity as an
officer, agent, employee or otherwise, and receiving compensation therefor.
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ARTICLE IV
Officers
Section 1. OFFICERS. The officers of the corporation shall
be a President, a Vice-President, a Secretary and a Treasurer. The corporation
may also have, at the discretion of the Board of Directors, a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article. Officers, other
than President and Chairman of the Board, need not be Directors. Any person may
hold two (2) or more offices.
Section 2. ELECTION. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article, shall be chosen annually by the Board of
Directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be qualified
and elected.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors
may appoint such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority and perform
such duties as are provided in the By-laws or as the Board of Directors may from
time to time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be
removed, either with or without cause, by a majority of the Directors at the
time in office, at any regular or special meeting of the Board.
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Any officer may resign at any time by giving written notice to
the Board of Directors or to the President, or to the Secretary of the
corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 5. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in the By-laws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board,
if there shall be such an officer, shall, if present, preside at all meetings of
the Board of Directors, and exercise and perform such other powers and duties as
may be from time to time assigned to him by the Board of Directors or prescribed
by the By- laws.
Section 7. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the Chairman of the Board, the
President shall be the Chief Executive Officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. He shall
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preside at all meetings of the shareholders and in the absence of the Chairman
of the Board, at all meetings of the Board of Directors. He shall be ex-officio
a member of all the standing committees, including the executive committee, if
any, and shall have the general powers and duties of management usually vested
in the office of President of a corporation, and shall have such other powers
and duties as may be prescribed by the Board of Directors or the By-laws.
Section 8. VICE PRESIDENT. In the absence or disability of
the President, the Vice Presidents, in order of their rank as fixed by the Board
of Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President and when so acting
shall have all the powers of, and be subject to, all the restrictions upon the
President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Directors or the By-laws.
Section 9. SECRETARY. The Secretary shall keep, or cause to
be kept, a book of minutes at the principal office or such other place as the
Board of Directors may order, of all meetings of Directors and shareholders,
with the time and place of holding, whether regular or special, and if special,
how authorized, the notice thereof given, the names of those present at
Directors' meetings, the number of shares present or represented at
shareholders' meetings and the proceedings thereof.
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The Secretary shall keep or cause to be kept, at the principal
office, a share register, or a duplicate share register, showing the names of
the shareholders and their addresses; the number and classes of shares held by
each; the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all
the meetings of the shareholders and of the Board of Directors required by the
By-laws or by law to be given, and shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the By-laws.
Section 10. TREASURER. The Treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus, paid-in surplus and
surplus arising from a reduction of stated capital, shall be classified
according to source and shown in a separate account. The books of account shall
at all times be open to inspection by any Director.
The Treasurer shall deposit all monies and other valuables in
the name and to the credit of the corporation with such depositaries as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
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President and Directors, whenever they request it, an account of all
transactions as Treasurer and of the financial condition of the corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the Board of Directors or the By-laws.
ARTICLE V.
Miscellaneous
Section 1. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board
of Directors may fix a time, in the future, not exceeding fifteen (15) days
preceding the date of any meeting of shareholders, and not exceeding thirty (30)
days preceding the date fixed for the payment of any dividend or distribution,
or for the allotment of rights, or when any change or conversion or exchange of
shares shall go into effect, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting, or entitled
to receive any such dividend or distribution, or any such allotment of rights,
or to exercise the rights in respect to any such change, conversion or exchange
of shares, and in such case, only shareholders of record on the date so fixed
shall be entitled to notice of and to vote at such meetings, or to receive such
dividend, distribution or allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after any record date fixed as aforesaid. The Board of Directors may
close the books of the corporation against transfers of shares during the whole,
or any part of any such period.
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Section 2. INSPECTION OF CORPORATE RECORDS. The share
register or duplicate share register, the books of account and minutes of
proceedings of the shareholders and Directors shall be open to inspection of a
shareholder only as permitted by the statutory laws of the State of Nevada.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other
orders for payment of money, notes or other evidences of indebtedness, issued in
the name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board of Directors.
Section 4. ANNUAL REPORT. The Board of Directors of the
corporation shall cause to be sent to the shareholders not later than one
hundred twenty (120) days after the close of the fiscal or calendar year an
annual report.
Section 5. CONTRACTS, ETC., HOW EXECUTED. The Board of
Directors, except as in the By-laws otherwise provided, may authorize any
officer or officers, agent or agents, to enter into any contract, deed or lease
or execute any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances; and unless so
authorized by the Board of Directors, no officer, agent or employee shall have
any power or authority to bind the corporation by any contract or engagement or
to pledge its credit to render it liable for any purpose or to any amount.
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Section 6. CERTIFICATES OF STOCK. A certificate or
certificates for shares of the capital stock of the corporation shall be issued
to each shareholder when any such shares are fully paid up. All such
certificates shall be signed by the President or a Vice President and the
Secretary or an Assistant Secretary, or be authenticated by facsimiles of the
signature of the President and Secretary or by a facsimile of the signature of
the President and the written signature of the Secretary or an Assistant
Secretary. Every certificate authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk.
Certificates for shares may be issued prior to full payment
under such restrictions and for such purposes as the Board of Directors or the
By-laws may provide; provided, however, that any such certificate so issued
prior to full payment shall state the amount remaining unpaid and the terms of
payment thereof.
Section 7. REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS.
The President or any Vice President and the Secretary or Assistant Secretary of
this corporation are authorized to vote, represent and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation or corporations may be exercised either by such officers in person
or by any person authorized so to do by proxy or power of attorney duly executed
by said officers.
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Section 8. INSPECTION OF BY-LAWS. The corporation shall keep
in its principal office for the transaction of business the original or a copy
of the By-laws, as amended or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
ARTICLE VI.
Amendments
Section 1. POWER OF SHAREHOLDERS. New By-laws may be adopted
or these By-laws may be amended or repealed by the vote of shareholders entitled
to exercise a majority of the voting power of the corporation or by the written
assent of such shareholders.
Section 2. POWER OF DIRECTORS. Subject to the right of the
shareholders as provided in Section 1 of this Article VI to adopt, amend or
repeal By-laws, By-laws other than a By-law or amendment thereof changing the
authorized number of Directors may be adopted, amended or repealed by the Board
of Directors.
Section 3. ACTION BY DIRECTORS THROUGH CONSENT IN LIEU OF
MEETING. Any action required or permitted to be taken at a meeting of the Board
of Directors or of any committee thereof, may be taken without a meeting, if a
written consent thereto is signed by all the members of the Board or of such
committee. Such written consent shall be filed with the minutes of proceedings
of the Board or committee.
/s/Tiffany Zuzu
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Tiffany Zuzu
Secretary
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