SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-K
[x] ANNUAL REPORT PURSUANT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Transition Period from ______ to _____
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Commission File Number 33-28214-NY
Micro Holding Corp. (formerly Micro Care, Inc.)
(Exact name of Registrant as specified in its charter)
New York 11-2714923
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1952 Jericho Turnpike, East Northport, NY 11731
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (516) 462-6700
Securities registered pursuant to
Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act: Common Stock $.001 par value
<PAGE>
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.
YES _X_ NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
YES _X_ NO ___
On October 14, 1996, the aggregate market value of the voting stock of
Micro Holding Corp. (formerly Micro Care, Inc.), consisting of Common Stock
$.001 par value, held by non-affiliates of the Registrant was approximately $0.
<PAGE>
THE COMPANY
Micro Holding Corp. (formerly Micro Care, Inc.) (the "Company") was engaged
in the business of servicing and repairing microcomputers and peripheral
equipment principally through the sale and renewal of maintenance contracts. On
July 31, 1991, the Company ceased operations.
The Company was incorporated under the laws of the State of New York on
November 14, 1984. The Company operated its business under the unregistered
trademark "Micro Care." Its offices are located at 1952 Jericho Turnpike, East
Northport, NY 11731. Its telephone number is (516) 462-6700.
<PAGE>
PART I
Item 1. Business of the Company
General
The Company, incorporated in New York on November 14, 1984, provided repair
services for microcomputers and related peripheral equipment principally through
the sale and renewal of service contracts. Since the commencement of its
business, the Company has specialized in the repair of computers eventually
focusing its business on the repair of microcomputers. By focusing on the repair
of microcomputers, the Company has delineated its marketing strategy solely
towards the business user of microcomputers. On July 31, 1991, the Company
ceased operations.
Employees
The Company currently has no employees.
Item 2. Properties
None
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Common Stock and Related Stockholder Matters
None
Item 6. Selected Financial Data
The Company ceased operations on July 31, 1991. See financial statements
elsewhere herein.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The company ceased operations on July 31, 1991.
<PAGE>
Item 8. Financial Statements
The consolidated financial statements of the Company are presented beginning on
page F-1. The financial statements are unaudited as the Company is an inactive
entity.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Part III
Item 10. Management
The directors of the Company are as follows:
Name Age Position
James J. Charles 54 President, Chief Executive and
Financial Officer and Director
Seema Wasil 27 Secretary, Treasurer and Director
Rahul Rametra 23 Director
James J. Charles, was appointed Director, President and Chief Executive
Officer of the Company on April 15, 1996. Since 1990, he has been a financial
consultant to several publicly held corporations. Prior to 1990, he was a
partner in Ernest & Young, LLP. He is a certified public accountanct licensed in
the state of New York.
Seema Wasil, was appointed Director and Secretary on April 15, 1996. Since
1995, she has been working in the accounting department of a public company.
Prior to 1995, she worked for three years as an accountant for a small accouting
firm. She graduated from Hofstra University in 1991 with a Bachelor of Business.
Rahul Rametra, was appointed Director of the Company on April 15, 1996. He
has been a sales manager for Sun Computers & Software, Inc. since December 1994.
Prior to 1994, he was a student at the State University of New York-Stony Brook
from which he received a Bachelor of Science in Business Management.
The term of office of each director expires at the Company's annual meeting
of shareholders or until their successors are duly elected and qualified.
Directors are not compensated for serving as such. Officers serve at the
discretion of the board of Directors. The New York Business Corporation Law
permits a corporation through its certificate of incorporation to exonerate its
<PAGE>
directors from personal liability to the corporation or its stockholders for
monetary damages for breaches of the director's fiduciary duty, with certain
exceptions. The exceptions include a breach of the directors' duties of loyalty,
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, improper declarations of dividends, and transactions
from which the director derived an improper personal benefit. The Company's
certificate of incorporation exonerates its directors from liability to the
extent permitted by the New York Business Corporation Law.
Item 12. Principal and Other Stockholders
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of November 15, 1996:
Amount and
Nature of
Name and Beneficial Percentage
Address Ownership of Class
- ------- --------- --------
James J. Charles 13,500 7.9
1952 Jericho Turnpike
East Northport
New York 11731(1)
Seema Wasil 7,750 4.5
1952 Jericho Turnpike
East Northport
New York 11731(1)
Rahul Rametra 2,170 1.3
1952 Jericho Turnpike
East Northport
New York 11731
All Officers and 23,420 13.7
Directors as a
group (3 Persons)
- ----------
(1) For the purposes of the above table and the following notes, the Company's
Common Stock shown as beneficially owned includes all securities which
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, may be deemed to be beneficially owned including, without
limitation, all securities which the beneficial owner has the right to
acquire within 60 days, as, for example, through the exercise of any
option, warrant or right, the conversion of convertible securities or
pursuant to the power to revoke a trust, discretionary account or similar
arrangement.
<PAGE>
(2) The percentage of ownership of the class of voting securities in the above
table has been calculated by dividing (i) the aggregate number of shares of
such class actually owned plus all shares of such class which may be deemed
to be beneficially owned, by (ii) the number of shares of such class
actually outstanding plus the number of shares of such class such
beneficial owner may be deemed to beneficially own assuming no other
acquisitions of shares of such class through the exercise of any option,
warrant or right by any other person.
DESCRIPTION OF SECURITIES
Common Stock
The Company's authorized capital consists of 50,000,000 shares of Common
Stock, par value $.001, of which 170,000 shares are outstanding as of November
15, 1996. All shares of the Common Stock are entitled to share equally in
dividends from sources legally available therefor when, as and if declared by
the Board of Directors, and upon liquidation or dissolution of the Company,
whether voluntary or involuntary, the holders of the shares of Common Stock are
entitled to share equally in the assets of the Company available for
distribution to shareholders. Each holder of shares of Common Stock of the
Company is entitled to one vote per share of Common Stock for al purposes. The
shareholders have no preemptive rights. There is no cumulative voting,
redemption right or right of conversion in existence with respect to the Common
Stock. All outstanding shares of Common Stock are, and all shares to be issued
pursuant to this offering will be fully paid and non-assessable.
On June 18, 1996, the Company's Board of Director's authorized a reverse stock
split pursuant to which each one hundred (100) outstanding shares of common
stock were automatically converted into one (1) share of common stock. Average
number of shares outstanding and per share amounts have been retroactively
restated to reflect this reverse stock split.
<PAGE>
MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
UNAUDITED CONSOLIDATED BALANCE SHEETS
September 30, 1996 September 30, 1995
================== ==================
ASSETS
Cash $ 216 -.-
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Loans payable 5,500 -.-
--------- --------
Stockholders' equity
Common stock 21,691 21,691
Surplus - Paid In 282,996 282,996
Treasury stock (21,000) (21,000)
--------- --------
Outstanding stock 283,687 283,687
--------- --------
Retained Earning/Deficit Beginning (283,687) (283,687)
Current Earnings (Loss) (5,284) -.-
--------- --------
Retained Earning/Deficit End (288,971) (283,687)
Stockholders equity (deficit) (5,284) -.-
Liabilities & Stockholders Equity $ 216 -.-
========= ========
F-1
<PAGE>
MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30,
1996 1995
========== ==========
Revenues -.- -.-
General and Administrative Expenses 5,127 -.-
------ -------
Net Loss $5,127 -.-
====== =======
Loss Per Share $ 0.03 -.-
====== =======
F-2
<PAGE>
MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
UNAUDITED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED SEPTEMBER 30,
1996 1995
============= =============
Net cash used in operating activities 5,284 No Activity
Cash flows from financing activities
Short term borrowings 5,500
-----------
Net increase in cash 216
Cash and cash equivalents-beginning of period -.-
-----------
Cash and cash equivalents-end of period $ 216
===========
F-3
<PAGE>
MICRO HOLDING CORP. (formerly MICRO CARE, INC.)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1-Summary of Significant Accounting Policies
A. The Company:
Micro Holding Corp. (formerly Micro Care, Inc.) was incorporated in the State of
New York on November 14, 1984. The Company was engaged in the repair and service
of personal computers and computer peripherals principally through the sale and
renewal of maintenance contracts. As of July 31, 1991, the Company ceased all
operations.
B. Unaudited Information:
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of financial position,
results of operations and cash flows have been included in the financial
statements.
F-4
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MICRO HOLDING CORP. (Formerly MICRO CARE, INC.)
(REGISTRANT)
By: /s/ James J. Charles
-------------------------------
James J. Charles
Dated: November 15, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ James J. Charles November 15, 1996
- -------------------------------
James J. Charles
Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer
/s/ Seema Wasil November 15, 1996
- -------------------------------
Seema Wasil
Secretary
Director
/s/ Rahul Rametra November 15, 1996
- -------------------------------
Rahul Rametra
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 216
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 216
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 216
<CURRENT-LIABILITIES> 5,500
<BONDS> 0
0
0
<COMMON> 21,691
<OTHER-SE> 261,996
<TOTAL-LIABILITY-AND-EQUITY> 216
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 5,127
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,127)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,127)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
