SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT
OF 1934
From the transition period from ___________ to ____________.
Commission File Number 0-29935
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 33-0677140
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
20700 Ventura Blvd., #227, Woodland Hills, California 91364
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(Address of principal executive offices)
(818) 887-7201
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (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 filing requirements for the past
90 days:
Yes [X] No [ ]
As of November 11, 2004 there were 4,859,966 shares of Common Stock of the
issuer outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
BALANCE SHEET
SEPTEMBER 30, 2004
(UNAUDITED)
ASSETS
Assets
Cash $ --
Adances Receivable - related party $ 20,000
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$ 20,000
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 164,925
Accounts payable - related party 31,886
Advances - related party 45,520
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Total current liabilities 242,331
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STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 500,000,000 shares
authorized, 4,859,966 shares issued and outstanding 4,859
Additional paid in capital 2,615,611
Accumulated deficit (2,842,801)
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Total Stockholders' Deficit (222,331)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 20,000
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MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2004 2003 2004 2003
----------- ----------- ----------- -----------
Cost and Expenses:
General and administrative $ 3,492 $ 68,263 $ 1,516,680 $ 166,933
Net loss $ (3,492) $ (68,263) $(1,516,680) $ (166,933)
=========== =========== =========== ===========
Basic and diluted loss per common share $ (0.00) $ (0.02) $ (0.33) $ (0.10)
=========== =========== =========== ===========
Weighted average shares outstanding 4,859,967 4,047,327 4,584,547 1,637,325
=========== =========== =========== ===========
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
2004 2003
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Cash flows from operating activities:
Net loss $(1,516,680) $ (166,933)
Adjustments to reconcile net deficit to cash
used by operating activities:
Common stock for services 1,467,376 128,000
Net changes in:
Accounts payable and accrued expenses 23,784 38,933
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CASH FLOWS USED IN OPERATING ACTIVITIES: (25,520) --
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CASH FLOWS FROM INVESTING ACTIVITIES
Advance to a related party (20,000) --
CASH FLOWS FROM FINANCING ACTIVITIES 45,520 --
NET DECREASE IN CASH -- --
Cash, beginning of period
Cash and cash equivalents at end of period $ -- $ --
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ -- $ --
Income taxes paid $ -- $ --
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Micro Bio-Medical
Waste Systems, Inc, have been prepared in accordance with accounting principles
generally accepted in the United States of America nad the rules of the
Securities and Exchange Commission ("SEC") and should be read in conjunction
with the audited financial statements and notes thereto contained in the
Company's annual report filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal, recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for interim periods presented have been reflected herein. The results
of operations for interim periods are not necessarily indicative of the results
to be expected for the full year. Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for the most recent fiscal year end December 31, 2003 are reported in
Form 10-KSB, have been omitted.
NOTE 2- ADVANCES RECEIVABLE - RELATED PARTY
Micro Bio-Medical has advanced $20,000 to a related party. The advance is due on
demand.
NOTE 3 - ADVANCES - RELATED PARTY
Micro Bio-Medical has received advances from one shareholder totaling $45,520.
The advances are unsecured and due upon demand.
NOTE 4 - COMMON STOCK
In June 2004, 698,750 shares of common stock were issued to various consultants
for services provided. The shares were valued at $1,467,376 or $2.10 per share
based on the fair market value as of the trade date.
The board of directors approved a 20 for 1 stock split in January, 2004. The
board of directors approved a 30 for one reverse stock split in August, 2004.
All stock information is shown post split on these financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A RESULT OF
THE RISKS SET FORTH IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION, GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS USED IN
MAKING SUCH FORWARD LOOKING STATEMENTS.
GENERAL
Micro Bio-Medical Waste Systems, formerly known as 20/20 Networks, Inc. (the
"Company") was incorporated on August 31, 1995 as "Visioneering Corporation"
under the laws of the State of Nevada, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
The Company has changed its name several times. None of the proposed business
activities for which the Company name was changed produced any revenues or
created any appreciable business activities for the Company.
In December, 2003, the Company entered into an Agreement with its majority
shareholder, Crown Partners, Inc. ("Crown") to acquire Crown's wholly owned
subsidiary, Sanitec Services of Hawaii, Inc. The Company is obligated to pay
Crown the sum of $550,000 and issue five percent of its common stock to Crown.
The $550,000 was due within 60 days of the agreement but the Company has been
unable to pay the sum owing, so that the transaction with Crown has not closed.
As part of the transaction with Crown, the Company changed its name to "Micro
Bio-Medical Waste Systems, Inc." and approved a twenty for one forward split
which was implemented in January, 2004. The Company does not know when or if it
will be able to complete this transaction.
Once the Company is able to pay Crown the money it owes to it, the Company will
assume management and control of Crown's Hawaiian operations. The Company
anticipates engaging in the medical waste disposal business and other related
business ventures.
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2003
There were no revenues or cost of revenues for the three and nine months ended
September 30, 2004 and 2003, respectively.
The Company's expenses for the three months ended September 30, 2004 were
approximately $3,492, representing general and administrative expenses The
Company recorded a net loss of ($3,492) for the three months ended September 30,
2004. The Company's expenses for the three months ended September 30, 2003 were
$68,263 representing general and administrative costs. And the Company recorded
a net loss of ($68,263) for the three months ended September 30, 2003. The net
loss per share was nil for the three months ended September 30, 2004 compared to
a net loss of ($0.02) per share for the three months ended September 30, 2003.
The Company's expenses for the nine months ended September 30, 2004 were
approximately $1,516,680, representing general and administrative expenses which
are primarily from the issuance of 698,750 shares of common stock for
services valued at $1,467,376 or $1.10 per share. The Company recorded a net
loss of ($1,516,680) for the nine months ended September 30, 2004. The Company's
expenses for the nine months ended September 30, 2003 were $166,933 representing
general and administrative costs. The Company recorded a net loss of ($166,933)
for the nine months ended September 30, 2003. The net loss per share was ($0.33)
for the nine months ended September 30, 2004 compared to a net loss of ($0.10)
per share for the nine months ended September 30, 2003.
As of September 30, 2004, the Company had assets of approximately $20,000
consisting of an advance from a related party of $20,000. The Company's current
liabilities at September 30, 2004 were approximately $242,000. The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues and may operate at a loss after
completing a business combination, depending upon the performance of the
acquired business.
The Company will attempt to carry out its business plan as discussed above. The
Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan prior to the consummation of a business
combination.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has experienced no significant change in liquidity
or capital resources or stockholders equity other than the receipts of proceeds
from offerings of its capital stock. The Company received $250,000 from an
offering conducted under Rule 504 of Regulation D in 1999. The Company also
raised approximately $158,000 from the issuance of 7,200,000 shares of the
Company's common stock prior to 1997. In 1997, the Company raised an additional
$345,000 from the sale of its common stock. The Company's balance sheet as of
September 30, 2004 reflects no assets and limited liabilities. Further, there
exist no agreements or understandings with regard to loan agreements by or with
the Officers, Directors, principals, affiliates or shareholders of the Company.
The Company is continuing to search for suitable merger candidates or other
businesses to become involved in so that it can commence operations and generate
revenues to continue paying its bills.
The Company will attempt to carry out its plan of business and hopes to enter
into a business combination with another entity. The Company cannot predict to
what extent its lack of liquidity and capital resources will hinder its business
plan prior to the consummation of a business combination.
NEED FOR ADDITIONAL FINANCING
The Company's existing capital is not sufficient to meet its cash needs,
including the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934, as amended. Once a business combination is
completed, the Company's need for additional financing is likely to increase
substantially.
No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any funds will be
available to the Company to allow it to cover its expenses.
The Company might seek to compensate providers of services by issuing common
stock in lieu of cash.
DESCRIPTION OF PROPERTIES
The Company presently shares office space provided to it at no cost by a
shareholder of the Company.
EMPLOYEES
As of September 30, 2004, the Company had no employees. The Company utilizes the
services of consultants as needed,
Inflation
The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a significant effect on its
operations in the future.
ITEM 3. CONTROLS AND PROCEDURES
Based upon the evaluation of the Company's disclosure controls and procedures by
Mr. Charles Smith, both the chief executive officer and chief accounting officer
of the Company, as of a date within 90 days of the filing date of this quarterly
report, such officer has concluded that the Company's disclosure controls and
procedures are effective in ensuring that information required to be disclosed
by the Company in the reports it files or submits under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported, within
the tme period specified by the Securities and Exchange Commission's rules and
forms.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II
Items No. 1, 3, 4 and 5 - Not Applicable.
ITEM 2. CHANGES IN SECURITIES
In August, 2004, the Company approved a reverse stock split of 30-for-one.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits - None.
(b) Reports on Form 8-K.
There was a report on Form 8-K filed on August 19, 2004 concerning a change in
auditors.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
By /s/ Charles Smith
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Charles Smith, President, CFO
Date: November 9, 2004
FORM OF CERTIFICATION
PURSUANT TO RULE 13A-14 AND 15D-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Charles Smith, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Micro Bio-Medical
Waste Systems, Inc,
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days of the filing date of this quarterly
report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based upon
our most recent evaluation, to the registrant's auditors and the audit committee
of the small business issuer's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors ant material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 9, 2004
By: /s/ Charles Smith
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Name: Charles Smith
Title: CEO, CFO
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
on Form 10-QSB for the period ended September 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each of
the undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to Section 906 of the Sarbanes-Oxley Report of 2002, that to
the best of his knowledge,
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents in all material
respects the financial condition and results of operations of the Company.
By: /s/ Charles Smith
--------------------------
Name: Charles Smith
Title: CEO, CFO
November 9, 2004