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 September 30, 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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3,965,200
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On November 19, 2001
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Transitional Small Business Disclosure Format (Check One):
Yes X No
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ITEM 1. Financial Statements
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENT
AS OF SEPTEMBER 30, 2001 AND 2000
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 as of September 30, 2001 and the statements of
operations, changes in stockholders' equity and cash flows for the nine months
ended September 30, 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 reaso0nable 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
November 15, 2001
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MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
AND THE YEAR ENDED DECEMBER 31, 2000
(see accountants report)
ASSETS
30-Sep 31-Dec
2001 2000
Unaudited Audited
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CURRENT ASSETS
Cash $ 1,931 $ 270
Loan Receivabl e- Officers (note 3) 2,500 4,500
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TOTAL CURRENT ASSETS 4,431 4,770
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PROPERTY AND EQUIPMENT
Equipment 13,512 13,512
less accumnulated deprec. 2,366 1,350
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11,146 12,162
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TOTAL ASSETS $ 15,577 $16,932
=============== ============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,216 $ 1,217
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STOCKHOLDER'S EQUITY
Common Stock; $0.001 par
value, 100,000,000 shares
authorized; issued and outstanding
3967200 shares at September 2001
3,967 3,967
Paid in Capital 50,779 44,164
Deficit accumulated during
the development stage (40,385) (32,416)
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Total equity 14,361 15,715
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$ 15,577 $16,932
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The accompany notes are an integral part of these financial statements
-2-
MICRON SOLUTIONS, INC.
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED DEPTEMBER 30, 2001 AND 2000
(see accountants report)
Deficit from
3 months 3 months 9 months 9 months Ineption of
ended ended ended Development
9/30/01 9/30/00 9/30/01 9/30/00 Stage to
(Unaudited) (Unaudited) (Unaudited) (unaudited) 09/30/01
-------------- ------------- --------------- -----------------------------
REVENUE $ - $ - $ - $ - $ -
-------------- ------------- --------------- -----------------------------
OPERATING COSTS AND
EXPENSES
Legal & Professional 3,349 1,206 5,205 5,683 23,160
Organizational Costs 12,027
Bank Fees 75 21 127 63 350
Credit Card Fees 62 75 212 217 571
Depreciation 338 589 1,015 1,260 2,367
Office Supplies 69 68
Postage 250 250 300 550
Printing 134 133
Repair and Miantenance 1,160 - 1,160 - 1,160
Rent
-------------- ------------- --------------- ------------ ---------------
Expenses 5,234 1,891 7,969 7,726 40,386
-------------- ------------- --------------- ------------ ---------------
Net Income (loss) $ (5,234) $ (1,891) $ (7,969) $(7,726) (40,386)
============== ============= =============== ============ ===============
(Loss) per share $ (0.001) $ (0.004) $ (0.011) $(0.011))
============== ============= =============== ============
The accompany notes are an integral part of these financial statements
-3-
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS EQUITY
AS OF SEPTEMBER 30, 2001
(see accountants report)
Deficit
Accumulation
Common Stocks Paid on during Development
Issued Amount Capital Stagel
-------------- ------------- --------------- ------------
Balance December 31,
1995 4,908,002 24,540 1,921,691 -
Reverse stock split of
five shares surrendered
for one share issued (3,925,402) (23,559) - -
Quasi - reorganization (note 1) - (1,946,231)
Forward 2 for 1 stock split 982,600 982 (982)
(see note 1)
Net (Loss) for the year
ending December 31,
1996 - - -
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Balance December 31
1996 1,965,200 1,963 (1,963) -
Issue of shares in Micron 2,000 2 9,375 -
Solutions for Cash
Issue opf Shares in Micron
for services, no value 2,000,000 2,000 (2,000) -
Net (Loss) for the year
ending December 31,
1997 - -
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Balance December 31,
1997 3,967,200 3,966 5,412 -
Contributed Capital 4,649
Net (loss) for the year
ending December 31
1998 - - (68)
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Balance December 31,
1998 3,967,200 3,967 10,061 (68)
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The accompanying notes are an integral part of these financial statements
-4-
MICRON SOLUTIONS, INC.
(A DEVELOPMENTS STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
CONTINUED
Deficit
Accumulation
Common Stocks Paid On duringaDevelopment
Issued Amount Capital Stagel
-------------- ------------- --------------- ------------
Contributed Capital - - 17353 -
Net (loss) for the
Year Ended December 31
1999 - - - (23,171)
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Balance December 31
1999 3,967,200 $ 3,967 $ 27,414 $ (23,239)
-------------- ------------- --------------- ------------
Contributed Capital $ 16,750
Net (loss) for the
Year Ended December 31
2000 $ (9,177)
-------------- ------------- --------------- ------------
Balance Deember 31, 2000 3,967,200 $ 3,967 $ 44,164 $ (32,416)
-------------- ------------- --------------- ------------
Contributed Capital $ 6,615
Net (loss() for the
Niine months ended
September 30, 2001 $ (7,969)
-------------- ------------- --------------- ------------
Balance September 30, 2001 3,967,200 $ 3,967 $ 50,779 $ (40,385)
============== ============= =============== ============
The accompanying Notes are an integral paret of these financial statements
-5-
MICRON SOLUTIONS, INC.
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(see accountants report)
Inception at
development
30-Sep 30-Sep stage to
2001 2000 30-Sep-01
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (7,969) $ (5,386) $ (40,385)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation 1,015 $ 671 2,367
Net (Increase) Decrease in
Accounts and Loans Receivable 2,000 (2,500)
Organizational Costs - Note 1
Increase (Decrease)
in Accounts Payable - 1,109 1,218
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Net Cash provided (used) by
operating Activities (4,954) (3,606) (39,300)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Equipment (9,123) (13,512)
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Net Cash provided (used)
by Investing Activitiesa (4,768) (13,512)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Capital Stock and
amounts contributed to capital 6,615 4,895 54,744
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Net cash provided by
Financing Activities 6,615 4,895 54,744
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Increase in Cash 1,661 (768) 1,930
Cash and Cash Equivalents,
beginning of year 270 7,160 -
------------- ----------------- ---------------
Cash and Cash Equivalents,
end of year $ 1,930 $ 6,392 $ 1,931
============= ================= ===============
The accompanying notes are an integral part of these financial statements
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. On August 1, 2001 the Board
of Directors voted to have a 2 for 1 common stock split, the effect of the stock
split is reflected retractive to prior years.
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, 3,965,200 in 2001, and 2000
INCOME TAX:
Due to no earnings as of September 30, 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.
-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 $2500 payable by December 31, 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
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$32,416
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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
The Company will continue its efforts to generate revenues by selling
subscriptions to its Website to financial institutions, banks and brokers during
the fourth quarter of 2001 and the first quarter of 2002. 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's plan were dealt a sever blow with the death of the
Company's president, Tiffany Zuzu, on November 7, 2001. Ms. Zuzu was a cental
force behind the Company's operations. The board has moved swiftly to fill the
vacancy left by Ms. Zuzu's death and has appointed Kimberly Legere as the
Company's new president.
Management previously 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.
In order to attempt to generate revenues, the Company has installed a
pay for access section to its web site. For a small fee, individuals can access
the Company's databass of lost shareholder information in order to determine if
they have assets listed therein.
Management does not anticipate revenues which will fully support the
Company's expense needs for an additional 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 next 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.
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
On September 14, 2001, the issued and outstanding shares of the
Company's common stock underwent a two-for-one forward split which had been
approved by the Company's Board of Directors. As a result, the number of issued
9
and outstanding shares of the Company's common stock went from 1,982,600 prior
to the split to 3,965,200 after the split.
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matters to a Vote of Security Holders
No matters have been submitted to a vote of the security holders during
the period covered by this report through the solicitation of proxies or
otherwise.
ITEM 5: Other Information
None.
ITEM 6: Exhibits and Reports on Form 8-K
A. Exhibits
(2) Plan of acquisition, reorganization, liquidation or succession:
NONE.
(3) (i) Articles of Incorporation *
(ii) By-laws *
* Incorporated by reference from the Registrant's Form 10-SB.
B. Reports on Form 8-K.
The Registrant did not file reports on Form 8-K during the quarter
covered by this report.
Signatures
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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: November 19, 2001.
MICRON SOLUTIONS, INC.
/s/ Kimberly Legere
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Kimberly Legere, President
10