SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) of the
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SECURITIES ACT OF 1934
For the Quarterly period ended March 31, 2001
Commission File Number 0-30233
MICRON SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 86-0577075
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
8361 E. Evans Road, Suite 105, Scottsdale, AZ 85260
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (480)607-7243
Common Stock, Par Value $0.001 Per Share
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
NUMBER OF COMMON STOCK SHARES OUTSTANDING
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1,983,600
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On May 15, 2001
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Transitional Small Business Disclosure Format (Check One):
Yes No X
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1
ITEM 1. Financial Statements
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF MARCH 31, 2001 AND 2000
MICRON SOLUTIONS, INC.
TABLE OF CONTENTS
Page
No.
ACCOUNTANT'S AUDIT REPORT 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Operations 3
Statements of Changes in Stockholder's Equity 4-5
Statements of Cash Flows 6
NOTES TO FINANCIAL STATEMENTS 7-8
DALE Mcghie Town & Country Plaza
CERTIFIED PUBLIC ACCOUNTANT 1539 Vassar St. Reno, Nevada 89502
Tel: 702-332-7744
Fax: 702-332-7747
To the Board of Directors
Micron Solutions Inc.
Reno, NV
ACCOUNTANT'S AUDIT REPORT
I have reviewed the accompanying balance sheets of Micron Solutions, Inc. (a
development stage company) for the three months ended March 31, 2001, and the
related statements of operations, changes in stockholders' equity and cash flows
for the three months ended March 31, 2001 and 2000 in accordance with standards
established by the American Institute of Certified Public Accountants. All
information included in these financial statements is Representation of the
management of Micron Solutions Inc.
A review consists principally of inquires of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards. Those standards
require that I plan and perform the audit to obtain reasonable assurance, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly I do not express such an opinion.
Based on my review, I am unaware of any material modifications that should be
made to the accompany financial statements to be in conformity with generally
accepted auditing standards.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, as discussed in Note 2 of the
financial statements. The Company is currently dormant and has no productive
assets. The financial statements do not include any adjustments that might
result in a negative outcome as a result of this uncertainty.
The financial statements for the years ended December 31, 2000 were audited by
me and I expressed an unqualified opinion on them in my report dated March 23,
2001, but I have not performed any auditing procedures since that date.
By: /s/ Dale McGhie
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Dale McGhie
Reno Nevada
April 24, 2001
F-1
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
FOR THE THREE MONTHS ENDED MARCH 31, 2001
AND THE YEAR ENDED DECEMBER 31, 2000
(see accountants report)
ASSETS
31-Mar 31-Dec
2001 2000
Unaudited Audited
--------------- -------------------
CURRENT ASSETS
Cash $ 164 $ 270
Loan Receivable- Officers (note 3) 4,500 4,500
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TOTAL CURRENT ASSETS 4,664 4,770
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PROPERTY AND EQUIPMENT
Equipment 13,512 13,512
less accumnulated deprec. 1,690 1,352
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11,822 12,160
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TOTAL ASSETS $ 16,486 $ 16,930
=============== ===================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,217 $ 1,217
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STOCKHOLDER'S EQUITY
Common Stock; $0.001 par
value, 100,000,000 shares
authorized; issued and outstanding
1,982,600 shares at March 31, 2001
and December 31, 2000 1,983 1,983
Paid in Capital 46,146 46,146
Deficit accumulated during
the development stage (32,860) (32,416)
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Total equity 15,269 15,713
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$ 16,486 $ 16,930
=============== ===================
The accompany notes are an integral part of these financial statements
F-2
MICRON SOLUTIONS, INC.
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(see accountants report)
Accumulated
Deficit from
3 months 3 months Ineption of
ended Development
3/31/01 3/31/00 Stage to
(Unaudited) (Unaudited) 03/31/01
--------------- -------------- -------------------
REVENUE $ - $ - $ -
--------------- -------------- -------------------
OPERATING COSTS AND
EXPENSES
Legal & Professional - 1,895 17,955
Organizational Costs 12,026
Bank Fees 31 21 275
Credit Card Fees 75 68 413
Depreciation 338 299 1,690
Office Supplies - - 68
Postage - - 300
Printing - - 133
Repair and Miantenance - - -
Rent - - -
--------------- -------------- -------------------
Expenses (444) (2,283) (32,860)
--------------- -------------- -------------------
Net Income (loss) $ (444) $ (2,283) (32,860)
=============== ============== ===================
(Loss) per share $ (0.004) $ (0.011)
=============== ==============
The accompany notes are an integral part of these financial statements
F-3
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(see accountants report)
Deficit
Accumulation
Common Stocks Paid In during Development
Issued Amount Capital Stage
--------------- --------------- -------------- -------------------
Balance December 31,
1995 4,908,002 24,540 1,921,691 -
Write off Liabilities note 1 - - - -
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) -
Net (Loss) for the year
ending December 31,
1996 - - - -
--------------- --------------- -------------- -------------------
Balance December 31
1996 982,600 981 (981) -
Issue of shares in Micron 1,000 1 9,175 -
Solutions for Cash
Issue opf Shares in Micron
for services, no value 1,000,000 1,000 (1,000) -
Net (Loss) for the year
ending December 31,
1997 - - - -
--------------- --------------- -------------- ------------------
Balance December 31,
1997 1,983,600 1,983 7,194 -
Contributed Capital - - 4,649 -
Net (loss) for the year
ending December 31
1998 - - - (68)
--------------- --------------- -------------- -------------------
Balance December 31,
1998 1,983,600 1,983 12,043 (68)
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The accompanying notes are an integral part of these financial statements
F-4
MICRON SOLUTIONS, INC.
(A DEVELOPMENTS STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE THREE MONTH ENDED MARCH 31, 2001
(see accountants report)
CONTINUED
Deficit
Accumulation
Common Stocks Paid On during Development
Issued Amount Capital Stage
--------------- --------------- -------------- -------------------
Contributed Capital - - 17353 -
Net (loss) for the
Year Ended December 31
1999 - - - (23,171)
--------------- --------------- -------------- -------------------
Balance December 31
1999 1,983,600 $ 1,983 $ 29,396 $ (23,239)
--------------- --------------- -------------- -------------------
Contributed Capital - - $ 16,750 -
Net (loss) for the
Year Ended December 31
2000 - - - $ (9,177)
--------------- --------------- -------------- -------------------
Balance December 31, 2000 1,983,600 $ 1,983 $ 46,146 $ (32,416)
--------------- --------------- -------------- -------------------
Net (loss() for the
Three months ended
31-Mar-01 - = = $ (444)
--------------- --------------- -------------- -------------------
Balance March 31, 2001 1,983,600 $ 1,983 $ 46,146 $ (32,860)
=============== =============== ============== ===================
The accompanying Notes are an integral paret of these financial statements
F-5
MICRON SOLUTIONS, INC.
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(see accountants report)
Inception at
development
31-Mar 31-Mar stage to
2001 2000 31-Dec-00
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (444) $ (2,283) $ (32,860)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation 338 $ 299 $ 1,690
Net (Increase) Decrease in
Accounts and Loans Receivable
Organizational Costs - Note 1 - - -
Increase (Decrease)
in Accounts Payable - 1,109 1,217
--------------- -------------- -------------------
Net Cash provided (used) by
operating Activities (106) (875) (29,953)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Loan Receivable - Officers - - (4,500)
Purchases of Equipment - (4,768) (13,512)
--------------- -------------- -------------------
Net Cash provided (used)
by Investing Activitiesa - (4,768) (18,012)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Capital Stock and
amounts contributed to capital - 4,895 48,129
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Net cash provided by
Financing Activities - 4,895 48,129
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Increase in Cash (106) (768) 164
Cash and Cash Equivalents,
beginning of year 270 7,160 -
--------------- -------------- -------------------
Cash and Cash Equivalents,
end of year $ 164 $ 6,392 $ 164
=============== ============== ===================
The accompanying notes are an integral part of these financial statements
F-6
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND HISTORY:
Micron Solutions Inc., (Micron) was formed on September 5, 1997 as a Nevada
corporation in order to complete a merger with Shillelagh Ventures, Chartered
(Shillelagh), both corporations have been inactive except for spending on
reorganization costs during 1997 and 1998. Micron Solutions Inc., is the
surviving company. Shillelagh Ventures, Chartered was an active holding company
until 1991 at which time they ceased operations on August 31, 1991 Shillelagh
showed liabilities totaling $340,031. Management believes these liabilities no
longer are valid and the statute of limitations have caused them to be
uncollectable and they were written off.
On the ninth of September, 1997, the shareholders of Shillelagh exchanged five
shares of its $.005 par value common stock for each one share of Micron $.001
par value common stock. The shareholders then voted to reorganize and through a
Quasi-reorganization eliminated its deficit retained earnings of $1,976,231.
There were no adjustments to Assets or Liabilities.
NATURE OF BUSINESS:
The Company provides specialized services directed to the investment community,
(such as researching stock as to value and name changes) and also to the general
public through the internet..
USE OF ESTIMATES:
The preparation of financial statements in conformity with general accepted
accounting principals require management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from these estimates.
ORGANIZATION COSTS:
The Company has adopted Statement of Position (SOP) 98-5, "Reporting on the
Costs of Start-UP Activities" issued in April 1998 by the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants.
Pursuant to SOP 98-5, Organizational costs were expensed in 1999. For Federal
Income tax reporting, organization costs are capitalized and amortized over a
5-year period after commencement of operations.
EARNINGS PER SHARE:
The earnings per share calculation are based on the weighted average number of
shares outstanding during the period, 1,982,600 in 2001, and 2000
INCOME TAX:
Due to no earnings as of March 31, 2001, no provision for Federal income taxes
has been made.
DIVIDEND POLICY:
The Company has not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.
F-7
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
NOTE 1 - CONTINUED
PROPERTY AND EQUIPMENT
Property and equipment consists of a Computer and Web-site, which shall be
depreciated over a period of five years using the straight-line method.
beginning in January of 2000.
NOTE 2 - GOING CONCERN
As discussed in Note 1, the company has been in a dormant stage since 1991. The
company has no productive asset and may have prior unknown liabilities. The
company plans include infusing capital. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties. These
factors raise concern about the company's ability to continue as a going
concern.
NOTE 3 - LOANS RECEIVABLE - OFFICERS
There is a loan receivable from officers for $4500 payable by June 30, 2001 with
interest at 4% per annum.
NOTE 4 - NET OPERATING LOSS CARRY FORWARD
Because of the change in ownership and the value of Shillelagh the net operating
loss carry forward prior to 1997 will be negligible. Net operating losses
occurring after 1996 can be carried forward to be used against future earnings
for a 15-year period. as follows:
Year of Amount of Unused Operating Expiration During
Loss Loss Carryforwards: Year Ended
---- ------------------- ----------
1998 $ 68 2013
1999 $ 23,171 2014
2000 $ 9,177 2015
F-8
ITEM 2: Management's Discussion and Analysis or Plan of Operation
Statements contained herein that are not historical facts are
forward- looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward- looking statements are reasonable, the
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation: well established competitors who have substantially
greater financial resources and longer operating histories; the Company's
ability to compete as a start-up company in a highly competitive market; and,
access to sources of capital.
Plan of Operation
In order to begin to generate revenues, the Company plans to sell
subscriptions to its Website to financial institutions, banks and brokers during
the second and third quarters of 2001. The website, located at
www.loststockholders.com provides a portal for clients to the company's services
of obtaining unclaimed shares of stock for individuals entitled to such shares
but have not claimed such shares as the result of a recent move, divorce or
death in the family. Management also plans to add a new section to its website
in order to services claims for unconverted, merged securities.
Management already has obtained facilities and basic office equipment
in connection with its 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.
The Company also plans to continue its effort 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
2
operations will be approximately $38,000. Officers and directors contributing
cash to the Company will be compensated either through the issuance of stock or
through the execution of Promissory Notes.
3
PART II
Other Information
ITEM 1: Legal Proceedings
The Company is not party to, and none of the Company's property is
subject to, any pending or threatened legal, governmental, administrative or
judicial proceedings.
ITEM 2: Changes in Securities and Use of Proceeds
None.
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matters to a Vote of Security Holders
No matters have been submitted to a vote of the security holders during
the period covered by this report through the solicitation of proxies or
otherwise.
ITEM 5: Other Information
None.
ITEM 6: Exhibits and Reports on Form 8-K
A. Exhibits
(2) Plan of acquisition, reorganization, liquidation or succession:
NONE.
(3) (i) Articles of Incorporation *
(ii) By-laws *
* Incorporated by reference from the Registrant's Form 10-SB.
B. Reports on Form 8-K.
The Registrant did not file reports on Form 8-K during the quarter
covered by this report.
4
Signatures
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In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 15, 2001.
MICRON SOLUTIONS, INC.
/s/ Mark Riddle
--------------------------------
Mark Riddle, President
5