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 March 31, 2006
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 (IRS Employer Identification No.)
incorporation or organization)
27430 Riverside Lane, Valencia, CA 91354
(Address of principal executive offices)
(661) 287-377
(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 May 1, 2006, there were 4,824,465 shares of Common Stock of the issuer
outstanding.
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
BALANCE SHEET
MARCH 31, 2006
(UNAUDITED)
ASSETS
Assets $ --
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 184,762
Advances - related party 92,338
-----------
Total current liabilities 277,100
-----------
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 500,000,000 shares 4,824
authorized, 4,824,465 shares issued and outstanding
Additional paid in capital 2,626,646
Accumulated deficit (2,908,570)
-----------
Total Stockholders' Deficit (277,100)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ --
===========
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
(UNAUDITED)
2006 2005
----------- ------------
Costs and Expenses:
General and administrative $ 8,920 $ --
----------- -----------
Net loss $ (8,920) $ --
=========== ===========
Net loss per share:
Net loss basic and diluted $ (0.00) $ (0.00)
=========== ===========
Weighted average shares outstanding:
Basic and diluted 4,824,465 4,824,465
=========== ===========
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
(UNAUDITED)
2006 2005
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,920) $ --
Adjustments to reconcile net deficit to cash used
by operating activities:
Net change in:
Accounts payable and accrued expenses 8,920 --
--------- ---------
CASH FLOWS USED IN OPERATING ACTIVITIES -- --
--------- ---------
NET DECREASE IN CASH -- --
Cash, beginning of period -- --
--------- ---------
Cash, end of period $ -- $ --
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid -- --
Income taxes paid -- --
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, 2005 as reported in Form 10-KSB, have been omitted.
NOTE 2 - GOING CONCERN
Micro Bio-Medical has incurred losses totaling $2,908,570 through March 31, 2006
and has a working capital deficit of $277,100 at March 31, 2006. Because of
these conditions, Micro Bio-Medical will require additional working capital to
develop business operations. Micro Bio-Medical intends to raise additional
working capital either through private placements, public offerings and/or bank
financing.
There are no assurances that Micro Bio-Medical will be able to achieve a level
of revenues adequate to generate sufficient cash flow from operations or obtain
additional financing through private placements, public offerings and/or bank
financing necessary to support Micro Bio Medical's working capital requirements.
To the extent that funds generated from any private placements, public offerings
and/or bank financing are insufficient, Micro Bio Medical will have to raise
additional working capital. No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable to Micro Bio
Medical. If adequate working capital is not available Micro Bio Medical may not
increase its operations.
These conditions raise substantial doubt about Micro Bio Medical's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should Micro Bio Medical be unable to continue as a going concern.
NOTE 3 - ADVANCES PAYABLE AND ACCOUNTS PAYABLE RELATED PARTY
Crown Partners, Inc., the majority shareholder of Micro Bio-Medical, has
advanced the sum of $92,338 to fund Micro Bio-Medical's operations.
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 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.
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 was obligated
to pay Crown the sum of $550,000 and issue five percent of its common stock to
Crown. As part of this transaction, the Company made a non-refundable deposit to
Crown of $45,520. From this deposit, Crown agreed to allow the Company to
advance $20,000 to SSH and to use the balance of the deposit to fund the
Company's operations. The Company is obligated to repay this $45,520 to Crown.
The Company was unable to raise the funds necessary to complete this transaction
and SSH was forced to cease operations. The Company is seeking other acquisition
candidates.
The Company presently shares office space provided to it at no cost by a
shareholder of the Company.
As of March 31, 2006, the Company had no employees.
RESULTS OF OPERATIONS
For the three month periods ended March 31, 2006 and 2005, the Company had no
revenues. The Company's expenses for the three months ended March 31, 2006 were
approximately $8,920, representing general and administrative expenses. The
Company recorded a net loss of $8,920 for the period ended March 31, 2006. The
Company's expenses for the three months ended March 31, 2005 were $0. The
Company recorded a net loss of $0 for the period ended March 31, 2005. The net
loss per share was $0.00 for the period ended March 31, 2006 and March 31, 2005.
At March 31, 2006, the Company had no assets. The Company's liabilities at March
31, 2006 were approximately $277,000. Shareholders' deficit for the three months
ended March 31, 2006 was approximately $277,000.
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
March 31, 2006 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 will attempt to carry out its plan of business and hopes to raise
the capital to complete the Crown transaction as soon as possible. The Company
cannot predict to what extent its lack of liquidity and capital resources will
hinder its business plan.
NEED FOR ADDITIONAL FINANCING
The Company's existing capital is not sufficient to meet the Company's 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 will
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 by a shareholder at no cost
to the Company.
EMPLOYEES
As of March 31, 2006, the Company had no employees.
ITEM 3. CONTROLS AND PROCEDURES
Based on the evaluation of the Company's disclosure controls and procedures by
Mr. Charles Smith, 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 No. 6 - Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the quarter ended March 31, 2006.
(b) Exhibits
None
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: May 15, 2006
FORM OF CERTIFICATION
PURSUANT TO RULE 13A-14 AND 15D-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
CERTIFICATION
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 quarterly report does not contain any
untrue statement of 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
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly 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 quarterly 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
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant'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 any 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
controls.
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: May 15, 2006 /s/ Charles Smith
--------------------
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 March 31, 2006 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 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act 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 operation of the
Company.
/s/ Charles Smith
----------------------------
Charles Smith, CEO, CFO
Dated: May 15, 2006