SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000. PARTICLE 6, INC. (Exact name of registrant as specified in its charter) Nevada 000-29777 Applied For (State of (Commission (I.R.S. Employer organization) File Number) Identification No.) 2980 South Rainbow Boulevard, Suite 200-C, Las Vegas, NV 89146 (Address of principal executive offices) Registrant's telephone number, including area code (702) 307-0488 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X There are 5,000,000 shares of common stock issued and outstanding as of June 7, 2000. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The financial statements and supplemental data required by this Item follow the index of financial statements appearing at Item 6 of this Form 10Q-SB. ITEM 2. MANAGEMENT'S PLAN OF OPERATION NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS This statement includes projections of future results and "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933 as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are included in this Registration Statement, other than statements of historical fact, are forward-looking statements. Although Management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the expectations are disclosed in this Statement, including, without limitation, in conjunction with those forward-looking statements contained in this Statement. Plan of Operation The Company's Plan of Operation has not changed since the filing of its amended Form 10-SB filed with the SEC on April 21, 2000. The description of the current plan of operation is incorporated by reference to Section 2 of it's amended Form 10-SB. Competition The Company is an insignificant participant among firms which engage in business combinations with, or financing of, development-stage enterprises. There are many established management and financial consulting companies and venture capital firms which have significantly greater financial and personal resources, technical expertise and experience than the Company. In view of the Company's limited financial resources and management availability, the Company will continue to be at significant competitive disadvantage vis-a-vis the Company's competitors. Employees The Company's only employees at the present time are its officers and directors, who will devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Company has been threatened. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No such matters were submitted during the most recent quarter. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. FINANCIAL STATEMENTS Unaudited financial statements for the quarter ended March 31, 2000. PARTICLE 6, INC. BALANCE SHEET March 31, February 24, 2000 20 00 (Unaudited) ASSETS $ - $ - LIABILITIES - - CAPITAL Subscription of Stock Receivable (5,000) (5,000) Common Stock, $.001 par value; 25,000,000 shares authorized, 5,000,000 shares issued 5,000 5,000 and outstanding Total Capital - - TOTAL CAPITAL AND LIABILITIES $ - $ - The accompanying note is an integral part of the financial statement. - 2 - PARTICLE 6, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2000 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes included in Form 10-SB as of February 24, 2000. b) Particle 6, Inc. was incorporated on February 24, 2000 in the State of Nevada. The Corporation's principal business activity has not been determined. - 3 - EXHIBITS a) The exhibits, consisting of the Company's Articles of Incorporation, are attached to the Company's Form 10-SB, filed on March 2, 2000. These exhibits are incorporated by reference to that Form. b) The exhibits, consisting of the Company's Bylaws, are attached to the Company's Form 10-SB, filed on March 2, 2000. These exhibits are incorporated by reference to that Form. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Particle 6, Inc. By: /s/ J. E. Dhonau J. E. Dhonau, President