SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) of the ------------------------------------------------- SECURITIES ACT OF 1934 For the Quarterly period ended June 30, 2001 Commission File Number 0-30233 MICRON SOLUTIONS, INC. --------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada 86-0577075 ------------------------------- -------------------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 8361 E. Evans Road, Suite 105, Scottsdale, AZ 85260 ---------------------------------------------------- (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 ----- ----- 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 ----------------------------------------- 1,982,600 --------- On August 14, 2001 ------------------- Transitional Small Business Disclosure Format (Check One): Yes X No ----- ----- 1 ITEM 1. Financial Statements 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 period ended June 30, 2001, and the related statements of operations, changes in stockholders' equity and cash flows for the six months ended June 30, 2001 and 2000 in accordance with standards for accounting and review, 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 review in accordance with standards established by the American Institute of Certified Public Accountants, A review consists principally of applying analytical procedures to financial data and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, 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 year 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. /s/DALE Mcghie Town & Country Plaza -------------- 1539 Vassar St. Reno, Nevada 89502 DALE Mcghie CERTIFIED PUBLIC ACCOUNTANT Tel: 702-332-7744 Fax: 702-332-7747 Reno Nevada July 26, 2001 2 MICRON SOLUTIONS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET FOR THE PERIOD ENDED JUNE 30, 2001 AND THE YEAR ENDED DECEMBER 31, 2000 (see accountants report) ASSETS ------ 30-Jun 31-Dec 2001 2000 Unaudited Audited -------- ------- CURRENT ASSETS Cash $ 68 $ 270 Loan Receivabl e- Officers (note 3) 4,500 4,500 -------- ------- TOTAL CURRENT ASSETS 4,568 4,770 -------- ------- PROPERTY AND EQUIPMENT Equipment 13,512 13,512 less accumnulated deprec. 2,028 1,352 -------- ------- 11,484 12,160 -------- ------- TOTAL ASSETS $ 16,052 $16,930 ======== ======= LIABILITIES AND STOCKHOLDER'S EQUITY ------------------------------------ CURRENT LIABILITIES Accounts Payable $ 1,217 $ 1,217 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 48,002 46,146 Deficit accumulated during the development stage (35,150) (32,416) -------- ------- Total equity 14,835 15,713 -------- ------- $ 16,052 $16,930 ======== ======= The accompany notes are an integral part of these financial statements 3 MICRON SOLUTIONS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (see accountants report) Deficit from 3 months 3 months 6 months 6 months inception of ended ended ended ended Development 6/30/01 6/30/00 6/30/01 6/30/01 Stage to (Unaudited) (Unaudited) (Unaudited) (unaudited) 06/30/01 -------- -------- -------- -------- ------ REVENUE $ -- $ -- $ -- $ -- $ -- -------- -------- -------- -------- ------ OPERATING COSTS AND EXPENSES Legal & Professional 1,856 2,582 1,856 4,477 19,811 Organizational Costs 12,026 Bank Fees 21 21 31 42 275 Credit Card Fees 75 75 171 142 509 Depreciation 338 371 676 671 2,028 Office Supplies 69 69 68 Postage 300 300 300 Printing 134 134 133 Repair and Miantenance Rent -------- -------- -------- -------- ------ Expenses 2,290 3,552 2,734 5,835 35,150 -------- -------- -------- -------- ------ Net Income (loss) $ (2,290) $ (3,552) $ (2,734) $ (5,835) (35,150) ======== ======== ======== ======== ======= (Loss) per share $ (0.001) $ (0.004) $ (0.011) $ (0.011) -- ======== ======== ======== ======== ======= The accompany notes are an integral part of these financial statements 4 MICRON SOLUTIONS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD ENDED JUNE 30, 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 -- 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) --------- --------- --------- --------- The accompanying notes are an integral part of these financial statements 5 MICRON SOLUTIONS, INC. (A DEVELOPMENTS STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD ENDED JUNE 30, 2001 CONTINUED Deficit Accumulation Common Stocks Paid in 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 Deember 31, 2000 1,983,600 $ 1,983 $ 46,146 $ (32,416) --------- --------- --------- --------- Contributed Capital -- -- $ 1,856 -- Net (loss() for the Six months ended 30-Jun-01 -- -- -- $ (2,734) --------- --------- --------- --------- Balance March 31, 2001 1,983,600 $ 1,983 $ 48,002 $ (35,150) === ==== ========= =========== =========== =========== The accompanying Notes are an integral paret of these financial statements 6 MICRON SOLUTIONS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (see accountants report) Inception at development 30-Jun 30-Jun stage to 2001 2000 30-Jun-01 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (2,734) $ (5,386) $(35,150) -------- -------- -------- Adjustments to reconcile net loss to net cash used by operating activities: Depreciation 676 $ 671 2,028 Net (Increase) Decrease in Accounts and Loans Receivable (4,500) Organizational Costs - Note 1 Increase (Decrease) in Accounts Payable -- 1,109 1,218 -------- -------- -------- Net Cash provided (used) by operating Activities (2,058) (3,606) (36,404) -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of Equipment (9,123) (13,512) -------- -------- -------- 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 1,856 4,895 49,985 -------- -------- -------- Net cash provided by Financing Activities 1,856 4,895 49,985 -------- -------- -------- Increase in Cash (202) (768) 68 Cash and Cash Equivalents, beginning of year 270 7,160 -------- -------- -------- Cash and Cash Equivalents, end of year $ 68 $ 6,392 $ 68 ======== ======== ======== The accompanying notes are an integral part of these financial statements 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 - 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. 8 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. The terms of this note were extended for a period of one year. 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 9 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. In order to attempt to generate revenues, the Company has installed a pay for access section to its web site. For a small fee, indivduals 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 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. 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 10 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. 11 Signatures ---------- 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: August 14, 2001. MICRON SOLUTIONS, INC. /s/ Tiffany Zuzu -------------------------------- Tiffany Zuzu, Secretary/Treasurer 12