UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ______ to ________.
Commission 7File Number: 000-29935
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 33-0677140
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
20700 Ventura Blvd. Suite 227, Woodland Hills CA 91364
--------------------------------------------------------------------------------
(Address of principal executive offices)(Zip Code)
Company's telephone number, including area code: (818) 227-9494
Securities registered pursuant to Section 12(b) of the Act: None.
Name of each exchange on which registered: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such
shorter period of 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
Check if there is no disclosure of delinquent filers to Item 405 of Regulation
S-B contained in this form, and if no disclosure will be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. [ ]
The number of shares outstanding of the Company's $.001 Par Value Common Stock,
as of December 31, 2003 were 6,591,200 (131,824,000 post-split). The aggregate
number of shares of the voting stock held by non-affiliates on April 22, 2003
was 1,591,200 (31,824,000 post-split). The market value of these shares,
computed by reference to the market closing price on April 22, 2003 was $87,516.
For the purposes of the foregoing calculation only, all directors and executive
officers of the registrant have been deemed affiliates.
DOCUMENTS INCORPORATED BY REFERENCE: None.
PART I
ITEM 1. BUSINESS
A) 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. The Company subsequently changed its name to "Asiamerica Energy
Group, Inc." on January 12, 1996 when it entered into an agreement to acquire an
oil and gas company. No stock was issued and no assets were acquired as this
acquisition was not consummated.
The Company then changed its name to "Care Financial Group, Inc." on April 29,
1996. At that time, the Company had agreed to form a wholly owned subsidiary,
Care Concepts, Inc., a Nevada corporation ("Care Concepts"). The Company issued
3,700,000 shares of its common stock to Care Concepts which shares were valued
at $25,000. Care Concepts was in the business of designing and building
specialized motor vehicles for physically handicapped drivers and passengers.
Ultimately, this acquisition did not succeed and the Company paid Care Concepts
$80,000 to terminate the agreement between Care Concepts and the Company while
the shareholders of Care Concepts retained their shares of the Company's common
stock. The Company subsequently approved a 250-to-1 reverse stock split after
this transaction was terminated.
On May 15, 1997, the Company changed its name to "Trump Oil Corporation"
("Trump"). Trump proposed to merge with Fenway Resources Ltd., a Canadian
company involved in natural resource development which wanted to develop and
construct a cement manufacturing facility in the Philippines. This proposed
merger was never consummated and no shares were issued pursuant to this
agreement.
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. On March 10, 1999, the Company entered into a letter of intent with
20/20 Web Design, Inc. ("20/20 Web"), a Colorado corporation, a wholly owned
subsidiary of Multi-Source Capital, Ltd. ("MSC"), also a Colorado corporation.
The Company entered into an Agreement and Plan of Reorganization and completed
its acquisition of 20/20 Web, with the Company changing its name as a result. As
a result of the merger, MSC became the owner of 80% of the issued and
outstanding shares of the Company. The Company recorded the 8,620,000 shares of
stock issued to MSC at par value for a total of $8,620. MSC was later acquired
by TeleMall Communications, Inc. ("TeleMall"), a publicly traded company which
subsequently changed its name to Crown Partners, Inc. ("Crown").
In December, 1999, the Company formed a wholly owned subsidiary, Stein's Cake
Box ("Cake Box"), a Nevada corporation. The Company entered into a letter of
intent with a bakery operation in Lewisville, Texas controlled by the Company's
president, Randy Sutton. The Company lent $195,000 to Cake Box in connection
with the letter of intent. On October 13, 2000, the Bakery filed for protection
from its creditors under Chapter 11 of the United States Bankruptcy Code. The
Chapter 11 filed was subsequently converted to a Chapter 7 and the Bakery has
ceased operations. The loan has been written off.
Following the Company's lack of success with the Cake Box venture, the Company
determined that it would remain inactive and that the Company would seek
suitable acquisition candidates.
2
In February 2001, the Company entered into a letter of intent with
BentleyTel.com, Inc. ("BentleyTel"), a Nevada corporation, to acquire BentleyTel
in a statutory merger which was ultimately canceled.
In February, 2003, the Company changed its name to 20/20 Networks, Inc. from
20/20 Web Design, Inc.
In 2003, the Company entered into a letter of intent to acquire a South American
telecommunications company which was never completed. That proposed transaction
was terminated in October, 2003.
In November, 2003, the Company entered into an agreement with its majority
shareholder, Crown Partners, Inc. ("Crown"), wherein the Company agreed to
purchase Crown's wholly-owned subsidiary Sanitec(TM) Services of Hawaii, Inc.
("SSH") for $550,000, assumption of all liabilities of SSH. In return, Crown
will receive five percent (5%) of the issued and outstanding shares of the
Company, non-dilutable for twenty four months. As of the date of this report,
this transaction has not closed and Crown has not been paid nor issued its
shares.
The Company's office is located at 20700 Ventura Blvd., Suite 227, Woodland
Hills, California 91364.
As of December 31, 2003, the Company had no employees.
Item 2. Properties.
The Company presently shares office space with a related entity and its
attorney. The Company pays no rent. The Company anticipates that this space is
sufficient for the near future.
Item 3 Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders
In February, 2003, the Company's shareholders approved a name change to 20/20
Networks, Inc.
In November, 2003, the Company's shareholders approved a name change from 20/20
Networks, Inc. to Micro Bio-Medical Waste Systems, Inc. and approved an increase
in authorized common shares to 500,000,000.
In December, 2003, a forward split of 1-for-twenty was announced and implemented
in early 2004.
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.
The Company's common stock is currently traded on the OTC Electronic Bulletin
Board in the United States, having the trading symbol "MBWS" and CUSIP
#59479X105. The common stock commenced trading in April, 1997 and was de-listed
on May 3, 2000 from the Bulletin Board. From May until November, the Company's
common stock was quoted in the OTC "pink sheets." The Company's stock is now
traded on the OTC Electronic Bulletin Board. As of December 31, 2003, the
Company had 6,591,200 (131,824,000 post-split) shares of its common stock issued
and outstanding, of which 1,591,200 (31,824,000 post-split) were held by
non-affiliates.
3
The following table reflects the high and low quarterly bid prices for the
fiscal year ended December 31, 2003.
------------------------------ ------------------------ ------------------------
Period High Bid Low Bid
------------------------------ ------------------------ ------------------------
1st Qtr 2003 .25 .0225
------------------------------ ------------------------ ------------------------
2nd Qtr 2003 .20 .0225
------------------------------ ------------------------ ------------------------
3rd Qtr 2003 .20 .0225
------------------------------ ------------------------ ------------------------
4th Qtr 2003 .05 .0225
------------------------------ ------------------------ ------------------------
The Internet provided the above information to the Company. These quotations may
reflect inter-dealer prices without retail mark-up/mark-down/commission and may
not reflect actual transactions.
As of December 31, 2003, the Company estimates there are 100 "holders of record"
of its common stock and estimates that there are approximately 160 beneficial
shareholders of its common stock. The Company has authorized 500,000,000 shares
of common stock, par value $.001.
Item 6. Management's Discussion and Analysis or Plan of Operation.
FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE
When used in this Form 10-KSB, the words "anticipated", "estimate", "expect",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions
including the possibility that the Company's will fail to generate projected
revenues. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has experienced no significant change in liquidity
or capital resources or stockholders' equity other than receipts of proceeds
from offerings of its capital stock. The Company received $230,000 from an
offering conducted under Rule 504 of Regulation D in 1999. The Company also
raised $158,354 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 December 31, 2003
reflects no assets and substantial liabilities. Further, there exists no
agreements or understandings with regard to loan agreements by or with the
Officers, Directors, principals, affiliates or shareholders of the Company.
At December 31, 2003, the Company had negative working capital of approximately
($173,000) which consisted of no assets and current liabilities of $173,027. The
Company had no assets at December 31, 2003. At December 31, 2002, the Company
had no assets and current liabilities of approximately $126,000, resulting in
negative working capital of approximately ($126,000). The current liabilities of
the Company at December 31, 2003 are composed primarily of accounts payable for
legal and accounting expenses of approximately $145,000 and amounts owed to its
majority shareholder, Crown, of approximately $28,000.
4
The Company will attempt to carry out its plan of business as discussed above.
The Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan. The Company needs to pay for its
proposed acquisition of SSH and will need additional capital to fund that
proposed operation.
RESULTS OF OPERATIONS
During the period from August 31, 1995 (inception) through December 31, 2003,
the Company engaged in limited operations and attempted to commence operations
in a number of different fields, none of which was ultimately successful or
resulted in any appreciable revenues for the Company. For the years ended
December 31, 2003 and 2002, the Company had no revenues. For the year ended
December 31, 2003, the Company had general and administrative expenses of
approximately $451,000, resulting in a net loss of approximately ($451,000). For
the year ended December 31, 2002, the Company had general and administrative
expenses of approximately $24,000, resulting in a net loss of approximately
($24,000). The difference in expenses between the two periods resulted from the
Company hiring consultants in an effort to develop various business
opportunities presented to it. The net loss per share was ($.13) and ($.06),
respectively, for the years ended December 31, 2003 and 2002.
For the year ended December 31, 2003, the Company had no assets and current
liabilities of approximately $173,000. For the year ended December 31, 2002, the
Company had no assets and current liabilities of approximately $126,000.
Shareholders' (deficit) for the year ended December 31, 2003 was approximately
($126,000) compared to shareholders' (deficit) of approximately ($173,000) at
December 31, 2003. The difference between the year end figures from 1999 to 2000
is primarily attributable to the Cake Box operations and the Company's write off
of that loan.
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of the financial condition, changes in financial
condition and results of operations of the Company for the fiscal years ended
December 31, 2003 and 2002 should be read in conjunction with the financial
statements of the Company and related notes included therein.
The Company was incorporated on August 31, 1995 as Visioneering Corporation. On
January 12, 1996, the Company amended its Articles of Incorporation to change
its name to Asiamerica Energy Corporation, to Care Financial Corporation in
April 29, 1996 and to Trump Oil Corporation on May 15, 1997. In March, 1999, the
Company entered into a letter of intent to acquire 20/20 Web Design, Inc., a
Colorado corporation wholly owned by Stein's Holdings, Inc. fka Multi-Source
Capital, Ltd. As part of that transaction, the Company issued 8,620,000 shares
of its common stock to Stein's with the result that Stein's owns 80% of the
issued and outstanding shares of the Company. The Company also approved a
ten-for-one reverse stock split as part of that transaction.
Since the agreements described above, the Company has financed its activities
through the distribution of equity capital, including private placements of its
common stock resulting in the Company raising capital of $749,494 from 1995 to
the present. The Company used the proceeds from these offerings to fund its
proposed operations, to pay salaries, to pay general and administrative expenses
and any necessary expenses.
5
The Company entered into an agreement to acquire Sanitec(TM) Services of Hawaii,
Inc. from its majority shareholder, Crown Partners, Inc., in November, 2003. The
Company must first pay $550,000 to Crown before it can assume the operations of
SSH. Once this sum is paid, the Company intends to engage in the business of
medical waste disposal in Hawaii and elsewhere.
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 or if the proposed business combination with BentleyTel is
unsuccessful.
NEED FOR ADDITIONAL FINANCING
The Company's existing capital is not be 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 needs for additional financing are
likely to increase substantially. It is anticipated that Crown will likely
advance any funds necessary to insure that the Company is able to meet its
reporting obligations under the 1934 Act and that these loans will be repaid
either when the Company merges or acquires a writing to provide these funds and
can only provide these funds to the extent that it has available funds to loan
to the Company.
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 issuances of stock
in lieu of cash.
The Company is presently inactive and since inception has experienced no
significant change in liquidity or capital resources or stockholders' equity
other than the receipt of proceeds from offerings conducted under Rule 504 of
Regulation D. The Company's balance sheet as of December 31, 2003 reflects no
assets and extensive liabilities. Further, there exists no agreements or
understandings with regard to loan agreements by or with the Officers,
Directors, principals, affiliates or shareholders of the Company.
Effect of Inflation
Inflation did not have any significant effect on the operations of the Company
during the year ended December 31, 2003. Further, inflation is not expected to
have any significant effect on future operations of the Company.
Item 7. Financial Statements.
Financial statements are audited and included herein beginning on Exhibit 1,
page 1 and are incorporated herein by this reference.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There were no disagreements with accountants on accounting and financial
disclosure during the relevant period.
6
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers of the Company
The following table sets forth the names and ages of all directors and executive
officers of the Company and all persons nominated or chosen to become a
director, indicating all positions and offices with the Company held by each
such person and the period during which he has served as a director:
The principal executive officers and directors of the Company are as follows:
Name Age Positions Held and Tenure
--------------------------------------------------------------------------------
Charles Smith 52 CFO and Director since May 15, 2000
Steven Onoue 46 Director since July, 2002
Dr. Sadegh Salmassi 57 Director since November, 2003
Scott Ervin CEO since November, 2003
The Directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, Directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the Board of Directors, absent any employment agreement, of which
none currently exist or is contemplated. There is no arrangement or
understanding between the Directors and Officers of the Company and any other
person pursuant to which any Director or Officer was or is to be selected as a
Director or Officer of the Company.
There is no family relationship between or among any Officer and Director.
The Directors and Officers of the Company will devote their time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which each will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.
The Company has no audit or compensation committee.
Business Experience. The following is a brief account of the business experience
during at the least the last five years of the directors and executive officers,
indicating their principal occupations and employment during that period, and
the names and principal businesses of the organizations in which such
occupations and employment were carried out.
CHARLES SMITH. Mr. Smith graduated from Boston University, Boston, Massachusetts
in 1979 and since that time has been a Certified Public Accountant involved in
all phases of business, including the audit of companies and tax matters. He is
a consultant to various companies ranging from an art distribution company to a
junior resource company which is developing a gold property in Sinaloa State,
Mexico. Mr. Smith has significant experience in accounting and securities
matters.
7
Mr. Smith's business affiliations during the last five years are as follow:
Chairman - Dynacap Group, Ltd. - a consulting and management firm - 1992 to the
present. Sole proprietor as a Certified Public Accountant - 1983 to the present.
Sole officer and Director - MC Cambridge, Inc. - a financial consulting firm -
1997 to present. Sole officer and director - Asset Servicing Corporation - a
leasing company - 1998 to present. Chief Financial Officer and Director -
Electrical Generation Technology Corporation - April 2000 to present. CEO, CFO
and Director - National Healthcare Technology, Inc. since 2002.
Mr. Smith is a director of Crown Partners, Inc., the majority shareholder of the
Company and a publicly traded company traded on the OTC Electronic Bulletin
Board under "MBWS."
STEVEN ONOUE. Mr. Onoue has been employed as vice president and manager of
Sanitec Services of Hawaii, Inc. since 2000. Prior to that, Mr. Onoue was the
president of Cathay Atlantic Trading Company in Honolulu, Hawaii which trade din
hard commodities and acted as a consultant to many construction and renovation
projects. Mr. Onoue acts as a community liaision and legislative analyst to Rep.
Suzuki of the State of Hawaii. Mr. Onoue was a registered securities
professional as well as being involved in real estate in Hawaii for more than 15
years.
Mr. Onoue is a director of Crown Partners, Inc., the majority shareholder of the
Company and a publicly traded company traded on the OTC Electronic Bulletin
Board under "MBWS." Mr. Onoue is also an officer and director of National
Healthcare Technology, Inc., traded on the OTC Bulletin Board under the symbol
"NHKT."
SADEGH SALMASSI, M.D. Dr. Salmassi is a physician in private practice in Delano,
California. Dr. Salmassi graduated from Pahlavi University School of Medicine in
1973 and came to the United States in 1975 to complete his residency training at
the University of Illinois in Chicago, Illinois. Dr. Salmassi began practicing
medicine in Illinois in 1978. Dr. Salmassi is Board Certified by the American
Board of Pathology in Anatomic and Clinical Pathology as well as being Board
certified by the American Board of General Practice in General Medicine and
Surgery. Dr. Salmassi is a Fellow in the College of American Pathologists, a
Fellow of the American College of International Physicians and a Fellow in the
American Academy of Family Physicians.
Dr. Salmassi is a director of Crown Partners, Inc., the majority shareholder of
the Company and a publicly traded company traded on the OTC Electronic Bulletin
Board under "MBWS." Dr. Salmassi is also an officer and director of National
Healthcare Technology, Inc., traded on the OTC Bulletin Board under the symbol
"NHKT."
CONFLICTS OF INTEREST
The Officers and Directors of the Company will devote only a small portion of
their time to the affairs of the Company, estimated to be no more than
approximately 5 hours per month. There will be occasions when the time
requirements of the Company's business conflict with the demands of their other
business and investment activities. Such conflicts may require that the Company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.
8
There is no procedure in place which would allow the Officers and Directors to
resolve potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner which they consider
appropriate.
The Company's Officers and Directors may actively negotiate or otherwise consent
to the purchase of a portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition transaction. It is anticipated
that a substantial premium over the initial cost of such shares may be paid by
the purchaser in conjunction with any sale of shares by the Company's Officers
and Directors which is made as a condition to, or in connection with, a proposed
merger or acquisition transaction. The fact that a substantial premium may be
paid to the Company's Officers and Directors to acquire their shares creates a
potential conflict of interest for them in satisfying their fiduciary duties to
the Company and its other shareholders. Even though such a sale could result in
a substantial profit to them, they would be legally required to make the
decision based upon the best interests of the Company and the Company's other
shareholders, rather than their own personal pecuniary benefit.
Identification of Certain Significant Employees. The Company does not employ any
persons who make or are expected to make significant contributions to the
business of the Company.
Item 10. Executive Compensation.
During fiscal 2003, and as of the date of the filing of this report, none of the
Company's officers were paid any compensation by the Company.
Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meeting of the
Board of Directors.
The Company has no material bonus or profit-sharing plans pursuant to which cash
or non-cash compensation is or may be paid to the Company's directors or
executive officers.
The Company has no compensatory plan or arrangements, including payments to be
received from the Company, with respect to any executive officer or director,
where such plan or arrangement would result in any compensation or remuneration
being paid resulting from the resignation, retirement or any other termination
of such executive officer's employment or from a change-in-control of the
Company or a change in such executive officer's responsibilities following a
change-in-control and the amount, including all periodic payments or
installments where the value of such compensation or remuneration exceeds
$100,000 per executive officer.
During the last completed fiscal year, no funds were set aside or accrued by the
Company to provide pension, retirement or similar benefits for Directors or
Executive Officers.
The Company has no written employment agreements.
Termination of Employment and Change of Control Arrangement. Except as noted
herein, the Company has no compensatory plan or arrangements, including payments
to be received from the Company, with respect to any individual names above from
the latest or next preceding fiscal year, if such plan or arrangement results or
will result from the resignation, retirement or any other termination of such
individual=s employment with the Company, or from a change in control of the
Company or a change in the individual=s responsibilities following a change in
control.
9
Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended
December 31, 2003, the following persons were officers, directors and more than
ten-percent shareholders of the Company's common stock:
Name Position Filed Reports
---- -------- -------------
Crown Partners, Inc. Shareholder No
Charles Smith Director, CEO, CFO No
Steven Onoue Director, Secretary No
Dr. Salmassi Director No
Scott Ervin CEO No
Item 11. Security Ownership of Certain Beneficial Owners and Management.
There were 6,591,200 shares of the Company=s common stock issued and outstanding
on December 31, 2003. There are no preferred shares authorized. The following
tabulates holdings of shares of the Company by each person who, subject to the
above, at the date of this Report, holds or record or is known by Management to
own beneficially more than five percent (5%) of the Common Shares of the Company
and, in addition, by all directors and officers of the Company individually and
as a group.
Names and Addresses Number of Shares Percent of
Owned Beneficially Beneficially Owned Shares
------------------ -------------------------
Charles Smith (2) 10,000 0.0%
20700 Ventura Blvd. Ste. 227
Woodland Hills CA 91364
Steven Onoue (2) 10,000 0.0%
20700 Ventura Blvd. Ste. 227
Woodland Hills CA 91364
Sadegh Salmassi (2) 0 0.0%
20700 Ventura Blvd. Ste. 227
Woodland Hills CA 91364
Crown Partners, Inc.(3) 5,000,000 75.89%
20700 Ventura Blvd. Ste 227
Woodland Hills CA 91364
Scott Ervin (2) 0 0.0%
20700 Ventura Blvd. Ste. 227
Woodland Hills, CA 91364
(2) Denotes officer or director. All directors are also officers and directors
of Crown Partners, Inc. which is the majority shareholder of the Company.
(3) The control persons of Crown are the directors of the Company: Steven Onoue,
Dr. Sadegh Salmassi and Charles Smith. These persons have both investment and
voting power for the 5,000,000 shares beneficially owned by Crown.
Changes in Control. There are no arrangements known to the Company, including
any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change of control of the Company, except
the proposed acquisition of SSH.
10
Item 12. Certain Relationships and Related Transactions.
The Company shares office space with its attorney and with a shareholder of the
Company who has loaned the Company money to fund its operations for the past
year.
Item 13. Exhibits and Reports on Form 8-K.
(a) Financial Statements and Schedules
The following financial statements and schedules are filed as part of this
report:
Independent Auditors' Report dated April 19, 2004 Balance Sheet for the Fiscal
Year Ended December 31, 2003 Statements of Operations for the Years Ended
December 31, 2003 and 2002 Statement of Stockholders' Deficit Statements of Cash
Flows Notes to Financial Statements
List of Exhibits
The following exhibits are filed with this report.
Financial Statements.
(b) There were two Reports filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 2003.
Pursuant to the requirements of Section 13 or 15(d) 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.
April 26, 2004 /s/ Scott Ervin
------------------------------------
Scott Ervin, CEO
April 26, 2004 /s/ Charles Smith
------------------------------------
Charles Smith, CFO, Director
April 26, 2004 /s/ Steven Onoue
------------------------------------
Steven Onoue, Director
April 26, 2004_ /s/ Dr, Sadegh Salmassi
------------------------------------
Dr. Sadegh Salmassi, Director
11