UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934
For the period ended December 31, 2000
Commission file number 0-17268
MICRON SOLUTIONS, INC.
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(Name of Small Business Issuer in its Charter)
Nevada 86-0577075
--------------------------- ----------------
(State or 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 registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 Per Share
----------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 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 filings requirements for the past 90 days. Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to the Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $0.00
State the aggregate market value of the voting and non-voting common
equity held by non- affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $0.00 (The shares of the
Company's common stock currently are not traded or listed on any exchange or
quotation system. Accordingly, no sales or bid information is available.)
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
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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.
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.
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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 ith
proper shareholder identification.
The Company plans to develop and/or acquire other businesses when the
opportunity becomes available.
(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) Dependence on Major Customers
The Company does not have a base of customers. Management anticipates
that the demand for its services will come primarily from the general public.
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(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.
(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 lwas 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.
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(12) Employees
As of March 31, 2001, 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.
(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 the Form 10-KSB, the Company had not filed
reports with the Securities and Exchange Commission since 1989. Management
anticipates that Forms 10-KSB, 10Q-SB, and 8-K 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).
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ITEM 2. 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
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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 3. LEGAL PROCEEDINGS
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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.
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ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
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To management's knowledge, the company has not submitted any matter to
a vote of all of the shareholders in over five years. Since 1997, shareholder
action has been taken via majority shareholder consent pursuant to applicable
provisions of Nevada state law.
-7-
PART II
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ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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(a) Market Information
There is no market for the Company's common stock. A market maker has
submitted an application for a listing for it shares on NASDAQ OTC Bulletin
Board system. NASD Regulation is reviewing that application had has made
comments on the same. The Company is in the process of supply the proposed
market maker with additional information about the Company in connection with
NASD's Regulation's comments.
(b) Holders
There are approximately 406 holders of record of the Company's common
stock as of December 31, 2000.
(c) Dividends
There have been no cash dividends declared on any class of the common
stock in the last two (2) fiscal years. The Company's ability to pay dividends
has been limited by the Company's lack of revenues and cash available to pay
such dividends. Management does not anticipate that dividends will be paid in
the future.
(d) Issuance of Shares in the Last Three Years
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.
-8-
In February of 1997, the Company issued 2,500,000 shares to John J.
Badger and 2,500,000 to Mark Riddle in connection with their services rendered
regarding the reinstatement of the Company's charter and for funds they advanced
to the Company in connection with the corporation's reinstatement and audit of
its financial statements. Mr. Badger's shares were subsequently transferred to
Capital Recovery Corp. and Equity Redemptions, Inc., entities owned and
controlled by Tiffany Zuzu, the Company's treasurer and a director of the
Company. All such shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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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 expectation
reflected in such forward- looking statements are reasonable, the
forward-looking statements are subject to risks and uncertainties that could
cause 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, with
limitation: well established competitors who have substantially greater
financial resources and longer operating histories, changes in the regulatory
environment in which the Company competes, and access to sources of capital.
The Company has not had revenues in the last two (2) years.
Accordingly, management's plan of operations follows:
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 quarter of 2001. The website, located at
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www.loststockholders.com provides a portal for clients to the company's services
of obtaning 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 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
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.
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ITEM 7. FINANCIAL STATEMENTS
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
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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.
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MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000 AND 1999
F-1
MICRON SOLUTIONS, INC.
TABLE OF CONTENTS
Page
No.
ACCOUNTANT'S AUDIT REPORT F-3
FINANCIAL STATEMENTS
Balance Sheets F-4
Statements of Operations F-5
Statements of Changes in Stockholder's Equity F-6 - F-7
Statements of Cash Flows F-8
NOTES TO FINANCIAL STATEMENTS F-9
F-2
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. (a
development stage company) for the years ended December 31, 2000 and 1999 and
the related statements of operations, changes in stockholders' equity and cash
flows for the twelve months then ended, 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.
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
misstatements. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures used in the financial statements. An audit also
includes assessing the accounting principals used and significant estimates made
by management as well as evaluating the overall financial statement
presentation. I believe that my audit provides 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 the
years ended December 31, 2000 and 1999. And the results of operations and its
cash flows for the year ended December 31, 2000 and 1999, in conformity with
generally accepted accounting principals. Based on my review, I am unaware of
any material modifications that should be made to the accompanying 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.
By: /s/ Dale McGhie
-------------------
Dale McGhie
Reno Nevada
March 23, 2001
F-3
MICRON SOLUTIONS, INC.
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDING DECEMBER 31, 2000 AND 1999
Accumulated
Deficit from
Ineption of
Development
31-Dec 31-Dec Stage to
2000 1999 31-Dec-00
-------- --------- ---------
REVENUE $ -- $ -- $ --
OPERATING COSTS AND
EXPENSES
Legal & Professional 6,902 10,003 17,955
Organizational Costs 12,026 12,026
Bank Fees 84 70 244
Credit Card Fees 338 338
Depreciation 1,352 1,352
Office Supplies 68 68
Postage 300 300
Printing 133 133
Repair and Miantenance
Rent
Expenses 9,177 22,099 32,416
Net Income (loss) $ (9,177) $ (22,099) (32,416)
(Loss) per share $ (0.004) $ (0.011) NIL
The accompany notes are an integral part of these financial statements
F-4
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
FOR THE YEAR ENDED DECEMBER 31, 2000 AND 1999
ASSETS
31-Dec 31-Dec
2000 1999
---- ----
CURRENT ASSETS
Cash $ 270 $ 7,160
Loan Receivable (note1) 4,500
TOTAL CURRENT ASSETS 4,770 7,160
PROPERTY AND EQUIPMENT
Equipment 13,513 980
less accumnulated deprec. 1,352 --
14,865 980
TOTAL ASSETS $ 16,931 $ 8,140
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,218 $ --
STOCKHOLDER'S EQUITY
Common Stock; $0.001 par
value, 100,000,000 shares
authorized; issued and outstanding
1,982,600 shares in 2000 and 1999 1,983 1,983
Paid in Capital 46,146 29,396
Deficit accumulated during
the development stage (32,416) (23,239)
Total equity 15,713 8,140
$ 16,931 $ 8,140
The accompany notes are an integral part of these financial statements
F-5
MICRON SOLUTIONS, INC.
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
Deficit
Accumulation
Common Stocks Paid in through
Issued Amount Capital Developmentl 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 12,043 (68)
---------- ----------- ------------ ------------
The accompanying notes are an integral part of these financial statements
F-6
MICRON SOLUTIONS, INC.
(A DEVELOPMENTS STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
CONTINUED
Deficit
Accumulation
Common Stocks Pain on since Dev
Issued Amount Capital Stagel
Contributed Capital -- -- 17,353 --
Net (loss) for the
Year Ended December 31
1999 -- -- -- (23,171)
Balance December 31
1999 1,982,600 $ 1,983 $ 29,396 $ (23,239)
---------- ----------- ------------ ------------
Contributed Capital $ 16,750
Net (loss) for the
Year Ended December 31
2000 $ (9,177)
---------- ----------- ------------ ------------
Balance Deember 31, 2000 1,982,600 $ 1,983 $ 46,146 $ (32,416)
========== =========== ============ ============
The accompanying Notes are an integral part of these financial statements
F-7
MICRON SOLUTIONS, INC.
( A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
Inception at
development
31-Dec stage to
2000 1999 31-Dec-00
----------- ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (9,177) $ (23,171) $ (32,416)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation 1,352 $ 1,352 352
Net (Increase) Decrease in
Accounts and Loans Receivable (4,500) (4,500)
Organizational Costs - Note 1 12,026 --
Increase (Decrease)
in Accounts Payable 1,218 1,218
----------- ------------ ------------
Net Cash provided (used) by
operating Activities (11,108) (11,145) (34,346)
----------- ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Equipment (12,532) (980) (13,512)
----------- ------------ ------------
Net Cash provided (used)
by Investing Activitiesa (12,532) (979) (13,512)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Capital Stock and
amounts contributed to capital 16,750 17,353 48,129
----------- ------------ ------------
Net cash provided by
Financing Activities 16,750 17,353 48,129
----------- ------------ ------------
Increase in Cash (6,890) 5,228 270
Cash and Cash Equivalents,
beginning of year 7,160 1,932 --
----------- ------------ ------------
Cash and Cash Equivalents,
end of year $ 270 $ 7,160 $ 270
=========== ============ ============
The accompanying notes are an integral part of these financial statements
F-8
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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 2000, and 1999
INCOME TAX:
Due to no earnings as of December 31, 2000, 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-9
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
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 - 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.
Loss Amount of Unused Operating Expiration During
Year Loss Carryforwards Year Ended
1998 $ 68 2013
1999 23,171 2014
2000 9,177 2015
NOTE 4 - LOANS RECEIVABLE:
There is a loan receivable from officers for $4500 payable by June 30, 2001 with
interest @ 4%.
F-10
PART III
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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(a) Directors and Executive Officers
As of March 31, 2001, 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*
---- --- -------- ---------
Mark Riddle 38 President and Jan. 1997 to present
Director
Tiffany Zuzu 31 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 38, is the President and a Director of Micron
Solutions, Inc. From 1979 to 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 31, 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
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PAGE>
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.
(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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(g) Section 16a Beneficial Ownership Compliance
Together with the filing of this Form 10-KSB, the officers, directors
and beneficial owners of more than 5% of the Company's common stock are filing
their initial statements of ownership on Form 3. To management's knowledge, such
filings are the only filings made on Forms 3, 4 or 5 in connection with the
Company's stock since the Company's charter was reinstated.
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ITEM 10. 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.
Summary Compensation Table
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 $ ($) ($) ($) SARs(#) ($) ($)
----------- ---- ----- ------ ------ ------ ---- ---- ----
Mark Riddle
President 2000 $None $ None $ None $ None None None None
and Director 1999 $None $ None $ None $ None None None None
1998 $None $ None $ None $ None None None None
Tiffany Zuzu
Secretary, 2000 $None $ None $ None $ None None None None
Treasurer, 1999 $None $ None $ None $ none None None None
and Director 1998 $None $ None $ None $ None None None None
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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(a) 5% Shareholders:
The following information sets forth certain information as of June 1,
1999 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:
(2)
(1) Name and Address (3) (4)
Title of Beneficial Amount and Nature of Percent of
of Class Owner Beneficial Ownership Class
-------- ----- -------------------- -----
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:
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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
-------- ----- -------------------- -----
Common Mark Riddle 798,859 40%
8361 Evans Road
Suite 105
Scottsdale, Arizona 85260
Common Tiffany Zuzu 591,7601 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.
--------
(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. An
additional 250,000 shares are registered in the name of Equity Redemption, Inc.,
a corporation in which Ms. Zuzu maintains a controlling interest. The remaining
91,760 shares are registered in Ms. Zuzu's name.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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On or about February of 1997, the Company issued a total of 2,500,000
shares of its par value $0.005 common stock to Mark Riddle and 2,500,000 shares
to John Badger in exchange for a commitment to reinstate the corporate charter
and to contribute sufficient capital to reorganize the Company and list the
Company's stock on the NASDAQ Bulletin Board system. Mr. Badger's shares were
subsequently transferred to Capital Recovery Corp. and Equity Redemptions, Inc.,
entities owned and controlled by Tiffany Zuzu, the Company's treasurer and a
director of the Company. Such shares were issued pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended. Under the terms and conditions of the merger of Shillelagh into Micron
Solutions, Inc. on September 9, 1997, the stock was subject to a reverse split
at a ratio of five (5) shares of Shillelagh for one (1) share of Micron
Solutions, Inc., which reduced the above mentioned 5,000,000 to 1,000,000 shares
of Micron Solutions, Inc.
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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. These shares
subsequently were transferred to Mark Riddle, the Company's president and a
director of the Company.
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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------
To management's knowledge, the company has not filed any reports on
Form 8-K during the last year or during the last five years.
Assigned
Number Description
------ -----------
(2) Plan of acquisition, reorganization, arrangement, liquid, or
succession: None
(3)(ii) By-laws of the Company: Included in the Company's Form 10-SB filing and
incorporated by reference herein.
(4) Instruments defining the rights of holders including indentures: None
(9) Voting Trust Agreement: None
(10) Material Contracts: None
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Assigned
Number Description
------ -----------
(11) Statement regarding computation of per share earnings: Computations can
be determined from financial statements.
(13) Annual or quarterly reports, Form 10-QSB: None incorporated by
reference
(16) Letter on change in certifying accountant: None
(18) Letter on change in accounting principles: None
(21) Subsidiaries of the registrant: None
(22) Published report regarding matters submitted to vote: None
(23) Consent of reports and counsel: None
(24) Power of Attorney: None
(99) Additional Exhibits: None
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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: March 31, 2001.
MICRON SOLUTIONS, INC.
By /s/ Mark Riddle
------------------
Mark Riddle
President
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