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, 2005
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.
(Exact name of small business issuer as specified in its charter)
Nevada 33-0677140
(State or other jurisdiction of incorporation or organization)(IRS
Employer Identification No.)
27430 Riverside Lane, Valencia CA 91354
(Address of principal executive offices)
(661) 287-3772
(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 1, 2005 there were 4,824,465 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, 2005
(unaudited)
ASSETS
Total Assets $ --
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 172,061
Accounts payable - related party 37,748
Advances - related party 45,520
-----------
Total current liabilities 255,330
-----------
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 500,000,000 shares
authorized, 4,824,465 shares issued and outstanding 4,824
Additional paid in capital 2,626,646
Accumulated deficit (2,886,800)
-----------
Total Stockholders' Deficit (255,330)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ --
===========
See Accompanying Notes to Financials Syatements
Micro Bio-Medical Waste Systems, Inc.
STATEMENTS OF OPERATIONS
Three Months and Nine Months Ended September 30, 2005 and 2004
(unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
-------------- ------------- ---------------- --------------
Costs and Expenses:
General and administrative $ 6,938 $ 3,492 $ 32,999 $ 1,516,680
-------------- ------------- ---------------- --------------
Net loss $ (6,938) $ (3,492) $ (32,999) $ (1,516,680)
============== ============= ================ ==============
Net loss per share:
Net loss basic and diluted $ (0.00) $ (0.00) $ (0.01) $ (0.33)
============== ============= ================ ==============
Weighted average shares outstanding:
Basic and diluted 4,824,465 4,859,967 4,830,917 4,584,547
============== ============= ================ ==============
See Accompanying Notes to the Financial Statements
Micro Bio-Medical Waste Systems, Inc.
STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2005 and 2004
(unaudited)
2005 2004
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (32,999) $(1,516,680)
Adjustments to reconcile net deficit to cash used
by operating activities:
Common stock for services -- 1,467,376
----------- -----------
Provision for advances receivable - related party 20,000 --
Net change in:
Accounts payable and accrued expenses 12,999 23,784
----------- -----------
CASH FLOWS USED IN OPERATING ACTIVITIES -- (25,520)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Advance to a related party -- (20,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances-related party -- 45,520
----------- -----------
NET DECREASE IN CASH -- --
Cash, beginning of period -- --
----------- -----------
Cash, end of period $ -- $ --
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid -- --
Income taxes paid -- --
See Accompanying Notes to the Financial Sttatements
Micro Bio-Medical Waste Systems, Inc.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
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 and 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 registration statement 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 the 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, 2004 as reported in Form 10-KSB, have been omitted.
NOTE 2 - ADVANCES RECEIVABLE - RELATED PARTY
Micro Bio-Medical advanced to Sanitec Services of Hawaii, Inc., a subsidiary of
Crown Partners, Inc., the sum of $20,000, as part of the consideration to be
paid to Crown in connection with Micro Bio-Medical's planned purchase of Crown's
Sanitec subsidiary. In the event that the transaction had been consummated, the
advance would have been credited toward the purchase price of $550,000. In July
2005 Sanitec ceased operations and Micro Bio-Medical will no longer proceed with
this transaction.
As of 9/30/05 an allowance of $20,000 was recorded due to the unstable business
of Sanitec Services of Hawaii, Inc.
NOTE 3 - ADVANCES - RELATED PARTY
Micro Bio-Medical has received advances from one shareholder totaling $45,520.
The advances are unsecured and are due upon demand.
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, Inc., formerly known as the Company 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's 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. ("SSH"). The Company intended 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
been 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
stock split which was implemented in January, 2004. In July, 2005, SSH ceased
operations and the Company will no longer proceed with this transaction. The
Company is seeking alternative business opportunities.
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE AND NINE MONTHS
ENDED SEPTEMBER 30, 2004
There were no revenues or cost of revenues for the three and nine months ended
September 30, 2005 and 2004, respectively.
The Company's expenses for the three months ended September 30, 2005 were
approximately $6,938, representing general and administrative expenses. The
Company recorded a net loss of $6,938 for the three months ended September 30,
2005. The Company's expenses for the three months ended September 30, 2003 were
$3,492 representing general and administrative costs and the Company recorded a
net loss of $3,492 for the three months ended September 30, 2004. The net loss
per share was $0.00 for the three months ended September 30, 2005 compared to a
net loss of $0.00 per share for the three months ended September 30, 2004.
The Company's expenses for the nine months ended September 30, 2005 were
$32,999, representing general and administrative expenses. The Company recorded
a net loss of $32,999 for the nine months ended September 30, 2005. The
Company's expenses for the nine months ended September 30, 2004 were $1,516,680
representing general and administrative costs. The Company recorded a net loss
of $1,516,680 for the nine months ended September 30, 2004. The net loss per
share was $0.01 for the nine month period ended September 30, 2005 compared to a
net loss of $0.33 for the nine month period ended September 30, 2004.
As of September 30, 2005, the Company had no assets. The Company's current
liabilities at September 30, 2005 were approximately $255,000.
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 limited 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, 2005, the Company has 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 on 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 that it files or submits under the Securities and
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported, within the time 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, 2, 3, 4 and 5 - Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits - None.
b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended
September 30, 2005.
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
--------------------------
Charles Smith, CEO, CFO
Date: November 14, 2005