UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File No. 33-55254-36
MICRO-ECONOMICS, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0485314
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1800 E. SAHARA AVENUE, SUITE 107
LAS VEGAS, NEVADA 89104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 485-7775
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of July, 2000
------------------------------------ ----------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 1,000,000 SHARES
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF REPRESENTATION
General
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the quarter
ended June 30, 2000, are not necessarily indicative of the results that can be
expected for the year ending December 31, 2000.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Company has not received any income nor incurred any expenses other
than accounting fees, has had limited operational history and has yet to engage
in business of any kind. All risks inherent in new and inexperienced enterprises
are inherent in the Company's business. The Company has not made a formal study
of the economic potential of any business. At the present, the Company has not
identified any assets or business opportunities for acquisition.
As of July, 2000, the Company has no liquidity and no presently
available capital resources, such as credit lines, guarantees, etc. and should a
merger or acquisition prove unsuccessful, it is possible that the Company may be
dissolved by the State of Nevada for failing to file reports, at which point the
Company would no longer be a viable corporation under Nevada law and would be
unable to function as a legal entity. Should management decide not to further
pursue its acquisition activities, management may abandon its activities and the
shares of the Company would become worthless. However, the Company's officers,
directors and major shareholder have made an oral undertaking to make loans to
the Company in amounts sufficient to enable it to satisfy its reporting
requirements and other obligations incumbent on it as a public company, and to
commence, on a limited basis, the process of investigating possible merger and
acquisition candidates. The Company's status as a publicly-held corporation may
enhance its ability to locate potential business ventures. The loans will be
interest free and are intended to be repaid at a future date, if or when the
Company shall have received sufficient funds through any business acquisition.
The loans are intended to provide for the payment of filing fees, printing and
copying fees and other miscellaneous fees.
Based on current economic and regulatory conditions, Management
believes that it is possible, if not probable, for a company like the Company,
without assets or liabilities, to negotiate a merger or acquisition with a
viable private company. The opportunity arises principally because of the high
legal and accounting fees and the length of time associated with the
registration process of "going public". However, should any of these conditions
change, it is very possible that there would be little or no economic value for
anyone taking over control of the Company.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company has no market risk sensitive instruments or market risk
exposures.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
On August 2, 1999, the Securities and Exchange Commission entered an
ORDER INSTITUTING PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS
PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTIONS 17A(c)(3)(A)
AND 17A(c)(4)(C) OF THE SECURITIES EXCHANGE ACT OF 1934, In the matter of
NATIONAL STOCK TRANSFER, INC., KRISTA CASTLETON NIELSEN and ROGER LEE GREER,
Respondents, Administrative Proceeding File No. 3-9949. In this proceeding the
Commission's Division of Enforcement has alleged that Krista Nielson, president
and director of the Company, in June of 1995 while she was president of National
Stock Transfer, Inc., willfully aided and abetted Robert G. Weeks and PanWorld
Minerals International, Inc. in committing violations of Sections 5(a) and 5(c)
of the Securities Act of 1933 by causing National Stock Transfer, Inc.,
PanWorld's transfer agent, to issue free-trading shares of PanWorld to a United
States resident contrary to Regulation S, National Stock Transfer, Inc.'s
operating procedures, and advice of counsel. Ms. Nielson filed a written answer
denying the above allegations. The hearing on the matter was originally set at
Commission Headquarters Offices in Washington, D. C. for the purpose of
determining if the allegations of the Division of Enforcement are true and if so
whether Respondents should be ordered to cease and desist from causing
violations of the aforementioned sections of the Securities Act, whether money
penalties should be assessed, and what other remedies may be appropriate.
Subsequently in order to allow the parties more time for discovery,
the hearing date was continued to May 24, 2000 and moved to Salt Lake City,
Utah. On May 17, 2000 the Division filed its motion to again continue the
hearing for the reason that "The Division believes that it is no longer in the
public interest to continue with administrative proceedings against Neilson in
this matter, and has decided to recommend to the Commission that this action be
dismissed against her." Ms. Nielson consented to the dismissal and the hearing
was continued to August 18, 2000 to allow time for the Commission to act on the
Division's recommendation. As of this date the Commission has not yet acted on
the Division's recommendation of dismissal.
The other two Respondents, National Stock Transfer, Inc. and Roger
Greer have made an offer settlement to the Division which provides for an order
that they are to cease and desist from willfully aiding and abetting or causing
any violation or any future violation of Sections 5(a) and (c) of the Securities
Act, censuring them pursuant to Section 17A(c)(3)(A) and 17A(c)(4)(A) of the
Exchange Act, and requiring them to pay a civil money penalty in the amount of
$5,000.00. The Division has recommended this settlement to the Commission, but
as of this date the Commission has not acted on the recommendation.
<PAGE>
<TABLE>
<CAPTION>
MICRO-ECONOMICS, INC.
(A Development Stage Company)
BALANCE SHEETS
6/30/00 12/31/99
Unaudited Audited
----------- -----------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash in bank $ 0 $ 0
----------- -----------
TOTAL CURRENT ASSETS 0 0
----------- -----------
$ 0 $ 0
=========== ===========
LIABILITIES & EQUITY (DEFICIT)
------------------------------
CURRENT LIABILITIES
Accounts payable $ 0 $ 0
----------- -----------
TOTAL CURRENT LIABILITIES 0 0
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock $.001 par value:
Authorized - 25,000,000 shares
Issued and outstanding 1,000,000 shares 1,000 1,000
Additional paid-in capital 666 666
Deficit accumulated during
the development stage (1,666) (1,666)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 0 0
----------- -----------
$ 0 $ 0
=========== ===========
F-1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MICRO-ECONOMICS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
3/14/90
(Date of
Three months ended Six months ended inception) to
6/30/00 6/30/99 6/30/00 6/30/99 6/30/00
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net sales $ 0 $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
GROSS PROFIT 0 0 0 0 0
General & administrative expenses 0 0 0 0 1,666
----------- ----------- ---------- ----------- -----------
NET LOSS $ 0 $ 0 $ 0 $ 0 $ (1,666)
=========== =========== =========== =========== ===========
Net income (loss) per weighted average share $ .00 $ .00 $ .00 $ .00
=========== =========== =========== ===========
Weighted average number of common shares
used to compute net income (loss) per
weighted average share 1,000,000 1,000,000 1,000,000 1,000,000
=========== =========== =========== ===========
</TABLE>
F-2
<PAGE>
<TABLE>
<CAPTION>
MICRO-ECONOMICS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Common Stock Additional Stock
Par Value $.001 Paid-in Retained Subscription
Shares Amount Capital Deficit Receivable
--------- --------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Balances at 3/14/90 (Date of inception) 0 $ 0 $ 0 $ 0 $ 0
Issuance of common stock (restricted)
at $.001 per share at 3/14/90 1,000,000 1,000 (1,000)
Net loss for period 0
--------- --------- ---------- ----------- ----------
Balances at 12/31/90 1,000,000 1,000 0 0 (1,000)
Cash paid for stock subscription 1,000
Net loss for year (1,000)
--------- --------- ---------- ----------- ----------
Balances at 12/31/91 1,000,000 1,000 0 (1,000) 0
Net income for year 0
--------- --------- ---------- ----------- ----------
Balances at 12/31/92 1,000,000 1,000 0 (1,000) 0
Net income for year 0
--------- --------- ---------- ----------- ----------
Balances at 12/31/93 1,000,000 1,000 0 (1,000) 0
Net income for year 0
--------- --------- ---------- ----------- ----------
Balances at 12/31/94 1,000,000 1,000 0 (1,000) 0
Net income for year 0
--------- --------- ---------- ----------- ----------
Balances at 12/31/95 1,000,000 1,000 0 (1,000) 0
Stock sold (restricted) at $5.00
per share 1/10/96 20,000 20 00,000
Stock cancelled 12/31/96 (20,000) (20) (00,000)
Net loss for year (627)
--------- --------- ---------- ----------- ----------
Balances at 12/31/96 1,000,000 1,000 0 (1,627) 0
Net loss for year (39)
--------- --------- ---------- ----------- ----------
Balances at 12/31/97 1,000,000 1,000 0 (1,666) 0
Net income for year 0
--------- --------- ---------- ----------- ----------
Balances at 12/31/98 1,000,000 1,000 0 (1,666) 0
Capital contribution 666
Net income for year 0
--------- --------- ---------- ----------- ----------
Balances at 12/31/99 1,000,000 1,000 0 (1,666) 0
Net income for period 0
--------- --------- ---------- ----------- ----------
Balances at 6/30/00 1,000,000 $ 1,000 $ 666 $ (1,666) $ 0
========= ========= ========== =========== ==========
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MICRO-ECONOMICS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
3/14/90
(Date of
Three months ended Six months ended inception) to
6/30/00 6/30/99 6/30/00 6/30/99 6/30/00
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 0 $ 0 $ 0 $ 0 $ (1,666)
Changes in assets and liabilities:
Accounts payable 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
NET CASH USED BY
OPERATING ACTIVITIES 0 0 0 0 (1,666)
INVESTING ACTIVITIES 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 0 0 0
FINANCING ACTIVITIES
Proceeds from sale of common stock 0 0 0 0 1,000
Capital contribution 666
----------- ----------- ----------- ----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 0 0 1,666
----------- ----------- ----------- ----------- -----------
INCREASE IN CASH
AND CASH EQUIVALENTS 0 0 0 0 0
Cash and cash equivalents
at beginning of year 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ 0 $ 0 $ 0 $ 0 $ 0
=========== =========== =========== =========== ===========
F-4
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICRO-ECONOMICS, INC.
Dated: July 25, 2000 s\Krista Nielson
------------------------------------------------------
Krista Nielson, President, CEO and Director
Dated: July 25, 2000 s\Sasha Belliston
------------------------------------------------------
Sasha Belliston, Secretary/Treasurer, CFO and Director
