-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B5jv6GXmz3f4iTlmWiGKvioSXetKvP02ebIccQPJ34+PU3eu4ox1Uj2GH7LJCTM1 iP73ukBKq2QRf3QuV3/L+A== 0000891092-96-000218.txt : 19961121 0000891092-96-000218.hdr.sgml : 19961121 ACCESSION NUMBER: 0000891092-96-000218 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961119 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICRO HOLDING CORP CENTRAL INDEX KEY: 0000793629 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER RENTAL & LEASING [7377] IRS NUMBER: 112714923 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-05706-NY FILM NUMBER: 96669115 BUSINESS ADDRESS: STREET 1: 1952 JERICHO TURNPIKE CITY: EAST NORTHPORT STATE: NY ZIP: 11731 BUSINESS PHONE: 5164626700 MAIL ADDRESS: STREET 1: 1952 JERICHO TURNPIKE CITY: EAST NORTHPORT STATE: NY ZIP: 11731 FORMER COMPANY: FORMER CONFORMED NAME: MICROCARE INC DATE OF NAME CHANGE: 19910816 10-K 1 ANNUAL REPORT ON FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 10-K [x] ANNUAL REPORT PURSUANT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Transition Period from ______ to _____ ---------- Commission File Number 33-28214-NY Micro Holding Corp. (formerly Micro Care, Inc.) (Exact name of Registrant as specified in its charter) New York 11-2714923 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1952 Jericho Turnpike, East Northport, NY 11731 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516) 462-6700 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock $.001 par value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. YES _X_ NO ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. YES _X_ NO ___ On October 14, 1996, the aggregate market value of the voting stock of Micro Holding Corp. (formerly Micro Care, Inc.), consisting of Common Stock $.001 par value, held by non-affiliates of the Registrant was approximately $0. THE COMPANY Micro Holding Corp. (formerly Micro Care, Inc.) (the "Company") was engaged in the business of servicing and repairing microcomputers and peripheral equipment principally through the sale and renewal of maintenance contracts. On July 31, 1991, the Company ceased operations. The Company was incorporated under the laws of the State of New York on November 14, 1984. The Company operated its business under the unregistered trademark "Micro Care." Its offices are located at 1952 Jericho Turnpike, East Northport, NY 11731. Its telephone number is (516) 462-6700. PART I Item 1. Business of the Company General The Company, incorporated in New York on November 14, 1984, provided repair services for microcomputers and related peripheral equipment principally through the sale and renewal of service contracts. Since the commencement of its business, the Company has specialized in the repair of computers eventually focusing its business on the repair of microcomputers. By focusing on the repair of microcomputers, the Company has delineated its marketing strategy solely towards the business user of microcomputers. On July 31, 1991, the Company ceased operations. Employees The Company currently has no employees. Item 2. Properties None Item 3. Legal Proceedings None Item 4. Submission of Matters to a Vote of Security Holders None PART II Item 5. Market for Common Stock and Related Stockholder Matters None Item 6. Selected Financial Data The Company ceased operations on July 31, 1991. See financial statements elsewhere herein. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The company ceased operations on July 31, 1991. Item 8. Financial Statements The consolidated financial statements of the Company are presented beginning on page F-1. The financial statements are unaudited as the Company is an inactive entity. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None Part III Item 10. Management The directors of the Company are as follows: Name Age Position James J. Charles 54 President, Chief Executive and Financial Officer and Director Seema Wasil 27 Secretary, Treasurer and Director Rahul Rametra 23 Director James J. Charles, was appointed Director, President and Chief Executive Officer of the Company on April 15, 1996. Since 1990, he has been a financial consultant to several publicly held corporations. Prior to 1990, he was a partner in Ernest & Young, LLP. He is a certified public accountanct licensed in the state of New York. Seema Wasil, was appointed Director and Secretary on April 15, 1996. Since 1995, she has been working in the accounting department of a public company. Prior to 1995, she worked for three years as an accountant for a small accouting firm. She graduated from Hofstra University in 1991 with a Bachelor of Business. Rahul Rametra, was appointed Director of the Company on April 15, 1996. He has been a sales manager for Sun Computers & Software, Inc. since December 1994. Prior to 1994, he was a student at the State University of New York-Stony Brook from which he received a Bachelor of Science in Business Management. The term of office of each director expires at the Company's annual meeting of shareholders or until their successors are duly elected and qualified. Directors are not compensated for serving as such. Officers serve at the discretion of the board of Directors. The New York Business Corporation Law permits a corporation through its certificate of incorporation to exonerate its directors from personal liability to the corporation or its stockholders for monetary damages for breaches of the director's fiduciary duty, with certain exceptions. The exceptions include a breach of the directors' duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, improper declarations of dividends, and transactions from which the director derived an improper personal benefit. The Company's certificate of incorporation exonerates its directors from liability to the extent permitted by the New York Business Corporation Law. Item 12. Principal and Other Stockholders The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of November 15, 1996: Amount and Nature of Name and Beneficial Percentage Address Ownership of Class - ------- --------- -------- James J. Charles 13,500 7.9 1952 Jericho Turnpike East Northport New York 11731(1) Seema Wasil 7,750 4.5 1952 Jericho Turnpike East Northport New York 11731(1) Rahul Rametra 2,170 1.3 1952 Jericho Turnpike East Northport New York 11731 All Officers and 23,420 13.7 Directors as a group (3 Persons) - ---------- (1) For the purposes of the above table and the following notes, the Company's Common Stock shown as beneficially owned includes all securities which pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, may be deemed to be beneficially owned including, without limitation, all securities which the beneficial owner has the right to acquire within 60 days, as, for example, through the exercise of any option, warrant or right, the conversion of convertible securities or pursuant to the power to revoke a trust, discretionary account or similar arrangement. (2) The percentage of ownership of the class of voting securities in the above table has been calculated by dividing (i) the aggregate number of shares of such class actually owned plus all shares of such class which may be deemed to be beneficially owned, by (ii) the number of shares of such class actually outstanding plus the number of shares of such class such beneficial owner may be deemed to beneficially own assuming no other acquisitions of shares of such class through the exercise of any option, warrant or right by any other person. DESCRIPTION OF SECURITIES Common Stock The Company's authorized capital consists of 50,000,000 shares of Common Stock, par value $.001, of which 170,000 shares are outstanding as of November 15, 1996. All shares of the Common Stock are entitled to share equally in dividends from sources legally available therefor when, as and if declared by the Board of Directors, and upon liquidation or dissolution of the Company, whether voluntary or involuntary, the holders of the shares of Common Stock are entitled to share equally in the assets of the Company available for distribution to shareholders. Each holder of shares of Common Stock of the Company is entitled to one vote per share of Common Stock for al purposes. The shareholders have no preemptive rights. There is no cumulative voting, redemption right or right of conversion in existence with respect to the Common Stock. All outstanding shares of Common Stock are, and all shares to be issued pursuant to this offering will be fully paid and non-assessable. On June 18, 1996, the Company's Board of Director's authorized a reverse stock split pursuant to which each one hundred (100) outstanding shares of common stock were automatically converted into one (1) share of common stock. Average number of shares outstanding and per share amounts have been retroactively restated to reflect this reverse stock split. MICRO HOLDING CORP. (formerly MICRO CARE, INC.) UNAUDITED CONSOLIDATED BALANCE SHEETS September 30, 1996 September 30, 1995 ================== ================== ASSETS Cash $ 216 -.- ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Loans payable 5,500 -.- --------- -------- Stockholders' equity Common stock 21,691 21,691 Surplus - Paid In 282,996 282,996 Treasury stock (21,000) (21,000) --------- -------- Outstanding stock 283,687 283,687 --------- -------- Retained Earning/Deficit Beginning (283,687) (283,687) Current Earnings (Loss) (5,284) -.- --------- -------- Retained Earning/Deficit End (288,971) (283,687) Stockholders equity (deficit) (5,284) -.- Liabilities & Stockholders Equity $ 216 -.- ========= ======== F-1 MICRO HOLDING CORP. (formerly MICRO CARE, INC.) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 1996 1995 ========== ========== Revenues -.- -.- General and Administrative Expenses 5,127 -.- ------ ------- Net Loss $5,127 -.- ====== ======= Loss Per Share $ 0.03 -.- ====== ======= F-2 MICRO HOLDING CORP. (formerly MICRO CARE, INC.) UNAUDITED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 1996 1995 ============= ============= Net cash used in operating activities 5,284 No Activity Cash flows from financing activities Short term borrowings 5,500 ----------- Net increase in cash 216 Cash and cash equivalents-beginning of period -.- ----------- Cash and cash equivalents-end of period $ 216 =========== F-3 MICRO HOLDING CORP. (formerly MICRO CARE, INC.) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) Note 1-Summary of Significant Accounting Policies A. The Company: Micro Holding Corp. (formerly Micro Care, Inc.) was incorporated in the State of New York on November 14, 1984. The Company was engaged in the repair and service of personal computers and computer peripherals principally through the sale and renewal of maintenance contracts. As of July 31, 1991, the Company ceased all operations. B. Unaudited Information: In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of financial position, results of operations and cash flows have been included in the financial statements. F-4 Signatures 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 HOLDING CORP. (Formerly MICRO CARE, INC.) (REGISTRANT) By: /s/ James J. Charles ------------------------------- James J. Charles Dated: November 15, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ James J. Charles November 15, 1996 - ------------------------------- James J. Charles Principal Executive Officer Principal Financial Officer and Principal Accounting Officer /s/ Seema Wasil November 15, 1996 - ------------------------------- Seema Wasil Secretary Director /s/ Rahul Rametra November 15, 1996 - ------------------------------- Rahul Rametra Director EX-27 2 FDS
5 Year SEP-30-1996 OCT-01-1995 SEP-30-1996 216 0 0 0 0 216 0 0 216 5,500 0 0 0 21,691 261,996 216 0 0 0 5,127 0 0 0 (5,127) 0 0 0 0 0 (5,127) (0.03) (0.03)
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