<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                         COMMISSION FILE NUMBER: 0-27027

                                 MICRO-ASI, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             TEXAS                                   75-2586030
    (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
         OF INCORPORATION)                       IDENTIFICATION NUMBER)

   12655 NORTH CENTRAL EXPRESSWAY
            SUITE 1000                                   75243
           DALLAS, TEXAS                               (ZIP CODE)
    (ADDRESS OF EXECUTIVE OFFICES)

                                  972-392-9636
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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 requirements for the past 90 days.

Yes [X]   No [ ]

As of July 31, 2000, there were 22,587,961 shares of Common Stock, par value
$0.001 per share, outstanding and 8,000,000 shares of Preferred Stock, par value
$0.001 per share, outstanding.




<PAGE>   2




                                 Micro-ASI, Inc.
                          (a development stage company)

                                 Balance Sheets
                                    unaudited

<TABLE>
<CAPTION>
                                                 DECEMBER 31,       JUNE 30,
                                                    1999              2000
                                                --------------    --------------
<S>                                             <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents                     $      551,292    $    7,020,301
                                                --------------    --------------
Total current assets                                   551,292         7,020,301

Property and equipment, net                             89,635           455,340
Other assets                                            27,121         4,764,905
                                                --------------    --------------
Total assets                                    $      668,048    $   12,240,546
                                                ==============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                              $      583,493    $      486,314
  Accrued expenses                                          --            25,060
  Accrued interest                                          --            68,403
  Notes payable                                             --             3,773
                                                --------------    --------------
Total current liabilities                              583,493           583,550

Notes payable                                               --         3,918,607
                                                --------------    --------------
Total liabilities                                      583,493         4,502,157

Stockholders' equity:
  Preferred stock, $.001 par value:
    Authorized shares - 15,000,000
    Issued and outstanding shares - 0
    at December 31, 1999 and
    8,000,000 at June 30, 2000 (unaudited)                  --             8,000
  Common stock, $.001 par value:
    Authorized shares - 75,000,000
    Issued and outstanding shares -19,227,111
    at December 31, 1999 and 22,587,961
    at June 30, 2000 (unaudited)                        19,227            22,588
  Additional capital                                 5,767,295        17,922,886
  Deficit accumulated during the development
  stage                                             (5,701,967)      (10,215,085)
                                                --------------    --------------
Total stockholders' equity                              84,555         7,738,389
                                                --------------    --------------
Total liabilities and stockholders' equity      $      668,048    $   12,240,546
                                                ==============    ==============
</TABLE>

See accompanying notes



<PAGE>   3


                                                   Micro-ASI, Inc.
                                            (a development stage company)

                                              Statements of Operations

<TABLE>
<CAPTION>
                                       THREE MONTHS    THREE MONTHS     SIX MONTHS      SIX MONTHS     CUMULATIVE FROM
                                          ENDED           ENDED           ENDED            ENDED       FEBRUARY 1, 1995
                                         JUNE 30,        JUNE 30,        JUNE 30,        JUNE 30,     (INCEPTION) THROUGH
                                          2000            1999            2000             1999         JUNE 30, 2000
                                       ------------    ------------    ------------    ------------    -----------------
                                       (UNAUDITED)     (UNAUDITED)     (UNAUDITED)     (UNAUDITED)       (UNAUDITED)
<S>                                    <C>             <C>             <C>             <C>             <C>
Revenues                               $         --    $         --    $         --    $         --    $              --

Expenses:
  Research and development                  293,319         259,076         482,720         375,888            1,823,721
  General and administrative              1,291,483       1,012,894       3,896,238       1,331,331            8,194,450
Equity in loss of Best
Technologies, Inc.                           32,283             --           29,377             --                29,377
                                       ------------    ------------    ------------    ------------    -----------------


Operating loss                           (1,617,085)     (1,271,970)     (4,408,335)     (1,707,219)         (10,047,548)

Other income (expense):
  Interest income and other income           90,414           4,029          93,180           7,444              131,423
  Interest expense                          (48,958)             --        (106,663)         (1,749)            (207,660)

                                       ------------    ------------    ------------    ------------    -----------------

Net loss                                 (1,575,629)     (1,267,941)     (4,421,818)     (1,701,524)         (10,123,785)
Preferred stock dividend declared            91,300              --          91,300              --               91,300
                                       ------------    ------------    ------------    ------------    -----------------
Net loss per share attributable to
  common shareholders                  $ (1,666,929)   $ (1,267,941)   $(4,513,118)   $ (1,701,524)   $      (10,215,085)
                                       ============    ============    ============    ============    =================

Basic and diluted net loss per share   $      (0.07)   $      (0.07)   $      (0.22)   $      (0.10)
                                       ============    ============    ============    ============

Weighted average shares outstanding      22,402,873      17,517,605      20,887,441      17,168,044
                                       ============    ============    ============    ============
</TABLE>



See accompanying notes.


<PAGE>   4

                                Micro-ASI, Inc.
                         (a development stage company)

                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                    SIX MONTHS      SIX MONTHS       CUMULATIVE FROM
                                                      ENDED           ENDED          FEBRUARY 1, 1995
                                                     JUNE 30,        JUNE 30,      (INCEPTION) THROUGH
                                                       2000            1999           JUNE 30, 2000
                                                   ------------    ------------    -------------------
                                                    (UNAUDITED)    (UNAUDITED)       (UNAUDITED)
<S>                                                <C>             <C>             <C>
OPERATING ACTIVITIES
Net loss                                           $ (4,421,818)   $ (1,701,524)   $      (10,123,785)
Adjustments to reconcile net loss to net cash
  used in operating activities:
Depreciation and amortization                            61,370           4,737                85,916
Common stock issued to incorporators                         --              --                 1,500
Common stock issued for services                      1,652,000         647,400             2,458,776
Changes in operating assets and liabilities:
Accounts payable                                       (102,179)        (53,068)              486,314
Accrued expenses                                         25,060         (17,812)               25,060
Accrued interest                                         68,403              --                68,403
Other assets                                            (54,462)        (26,710)              (86,704)
                                                   ------------    ------------    ------------------
Net cash used in operating activities                (2,771,626)     (1,146,977)           (7,084,520)

INVESTING ACTIVITIES
Capital expenditures                                   (426,785)        (61,422)             (540,846)
Net investment in subsidiary                           (166,145)             --              (166,145)
Net investment in short term securities                      --        (500,573)                   --
                                                   ------------    ------------    ------------------
Net cash used in investing activities                  (592,930)       (561,995)             (706,991)

FINANCING ACTIVITIES
Proceeds from issuance of notes                         208,467              --               803,467
Sales of common stock                                 2,832,851       2,145,436             7,183,186
Sale of preferred stock                               7,595,000              --             7,595,000
Contributed capital                                          --              --                57,912
Principal payments on notes                            (802,753)                             (827,753)
                                                   ------------    ------------    ------------------
Net cash provided by financing activities             9,833,565       2,145,436            14,811,812
                                                   ------------    ------------    ------------------

Net increase (decrease) in cash and cash
  equivalents                                         6,469,009         436,464             7,020,301
Cash and cash equivalents at beginning of period        551,292         177,821                    --
                                                   ------------    ------------    ------------------
Cash and cash equivalents at end of period         $  7,020,301    $    614,285    $        7,020,301
                                                   ============    ============    ==================

SUPPLEMENTAL INFORMATION
Cash paid for interest                             $     11,804    $      1,749    $           95,832
                                                   ============    ============    ==================
</TABLE>

See accompanying notes

<PAGE>   5


                                 Micro-ASI, Inc.
                          (a development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                                    UNAUDITED

1. BASIS OF PRESENTATION

The accompanying financial statements, which should be read in conjunction with
the audited financial statements included in the Form 10-KSB-Annual Report, are
unaudited, but have been prepared in the ordinary course of business for the
purpose of providing information with respect to the interim periods. The
balance sheet at December 31, 1999 was derived from the audited Balance Sheet at
that date but does not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. The
unaudited financial statements for the three and six months periods ended June
30, 2000 and 1999 reflect all adjustments (consisting only of normal recurring
adjustments) necessary for fair presentation of the financial position and
results of operations for such periods. The results of operations for the three
and six months periods ended June 30, 2000 are not necessarily indicative of the
results to be expected for a full year.

     DEVELOPMENT STAGE COMPANY

The Company will continue to be a development stage company as defined in
Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by
Development Stage Enterprises," until it generates significant revenue.
Successful development of a development stage company, particularly advanced
technology related companies, is costly and highly competitive. The Company's
growth and ultimate success depends on the timely development and market
acceptance of new products. A development stage company involves risks and
uncertainties, and there are no assurances that the Company will be successful
in its efforts.

     NET LOSS PER SHARE

Basic and diluted net loss per share is computed using the Company's net loss
for each period presented divided by the average common shares outstanding.
Options and warrants to purchase 5,400,000 shares of common stock are excluded
from the calculation of diluted net loss per share as the impact of these shares
is anti-dilutive.

     USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


<PAGE>   6

2. NOTES PAYABLE AND LINE OF CREDIT

The short-term note payable for $1,416,667 is a convertible note from the
Company to the seller of BTI (see note 4-Acquisition) due December 31, 2001,
which is immediately convertible into 1,416,677 shares of Common Stock of the
Company. The note payable for $2,500,000 is a promissory note from the Company
to the seller of BTI (see note 4-Acquisition) due the earlier of (a) December
31, 2001 or (b) ten days after the completion of an initial public offering by
the Company. Both notes are secured by a stock pledge agreement pursuant to
which the Company has pledged all of the BTI Common Stock.

In February, 2000, the Company obtained a $1.3 million line of credit
arrangement that expires in March 2001 from a financial institution. This line
of credit is personally guaranteed by Cecil E. Smith, Jr., and Joel E.
Claybrook.

3. EQUITY

COMMON STOCK

For the period of January 1, 2000 through June 30, 2000, the Company raised
$2,832,851 through the issuance of its common stock at $1.00 per share.

On February 23, 2000, the Board of Directors granted 1,500,000 and 450,000
warrants to Cecil E. Smith, Jr. and Joel E. Claybrook, respectively. These
warrants were granted in conjunction with their personal guarantees of a line of
credit for the Company. The warrants have an exercise period of 10 years and are
exercisable at $1.00 per share. The face value of these warrants of $1.45
million was expensed as a fee associated with obtaining the line of credit.

On February 23, 2000, the Board of Directors approved the grant of 200,000
Non-Qualified Stock Options to David H. Segrest, a partner in the law firm of
Gardere & Wynne, LLP., the Company's legal counsel. These options were granted
to Mr. Segrest as payment in lieu of cash as a member of the Executive Committee
of the Office of the CEO. These options are exercisable at $1.00 per share with
a duration of ten years. The face value of these options of $172,000 will be
expensed over the estimated term of his tenure on the Executive Committee,
currently estimated at $17,200 per year.

PREFERRED STOCK

During the month of April 2000, the Company sold 1,600,000 units consisting of 5
shares of preferred stock and 3 warrants each for a total of 8,000,000 shares of
preferred stock and 4,800,000 warrants. Net proceeds to the Company were
$7,595,000. Dividends on the preferred stock shall accrue at the rate of 10% per
annum and are payable in kind through issuance of additional preferred shares.
The preferred stock holders are entitled to preference on liquidation. The
Corporation has the right to redeem the preferred shares at $1.65 per share
prior to December 31, 2000. The preferred stock holders have rights to convert
to common stock at a time and amount based on the performance of the
Corporation. The preferred stock holders have the right and power to elect one
fewer than a majority of the directors. As long as at least 3,000,000 shares of
the preferred stock are outstanding, certain actions by the Corporation require
approval of the preferred stock holders. The preferred stock holders have
limited preemptive rights to acquire additional shares of the Corporation's
Stock. Additionally, options to purchase 300,000 shares of common stock were
granted to Frost Securities and 150,000 and 175,000 shares of common stock were
granted to David Segelov and Jason Cooper, respectively, for their assistance in
raising the above financing.


<PAGE>   7

4. ACQUISITION

Effective January 18, 2000, Micro-ASI completed the acquisition of the
outstanding common stock (BTI Common Stock) of Best Technologies, Inc., a Texas
corporation (BTI), from the sole shareholder of BTI (Seller), pursuant to a
stock purchase agreement (including all Exhibits and Schedules thereto and
documents executed in connection therewith, the "Agreement"). BTI is an
electronics contract manufacturer headquartered in Wylie, Texas. In connection
with the Agreement, one share of preferred stock of BTI (BTI Preferred Stock)
was created and issued to the Seller. The Company, as the holder of the BTI
Common Stock, has the right to appoint one director to the three member Board of
Directors of BTI. Seller, as holder of the BTI Preferred Stock has the right to
appoint two directors to the three-member Board of Directors of BTI and certain
other voting rights. Pursuant to the Agreement, the Company will receive the
outstanding BTI Preferred Stock upon the satisfaction of certain obligations,
including, but not limited to, the completion of an initial public offering of
the Company's Common Stock.

The total aggregate purchase price for the BTI Common Stock is approximately
$3.9 million. The purchase price includes (i) a promissory note from the Company
to the Seller in the amount of $2,500,000, due the earlier of (a) December 31,
2001 or (b) ten days after the completion of an initial public offering by the
Company (Purchase Note); and (ii) a convertible note from the Company to the
Seller in the amount of $1,416,667 due December 31, 2001, which is immediately
convertible into 1,416,677 shares of Common Stock of the Company (Convertible
Note). Furthermore, the payment of the Cash Note, the Purchase Note, and the
Convertible Note are secured by a stock pledge agreement pursuant to which the
Company has pledged all of the BTI Common Stock. The purchase price is not
subject to any post-closing adjustments. Because the seller of BTI still retains
voting control, the Company will not consolidate the operations of BTI until the
obligations noted above are satisfied. Additionally, the Company has paid off a
promissory note owed by BTI to the selling shareholder of $600,000. The
Company's current investment in BTI as of June 30, 2000 is approximately $4.6
million.

For the six months ended June 30, 2000, BTI had revenues of $1,619,515, gross
margin of $820,881, and net loss of $29,377.

5. SUBSEQUENT EVENT

On July 21, 2000, Micro-ASI, Inc. completed the acquisition of the assets of EPI
Technologies, Inc., a Texas corporation ("EPI"), pursuant to an asset purchase
agreement (the "Agreement"). EPI is an electronics test contractor headquartered
in Plano, Texas.

The total aggregate purchase price for the assets of EPI is $4,863,114. The
purchase price includes (i) a cash payment at closing of $300,000, (ii) a
Secured Promissory Note from the Company to EPI in the amount of $1,613,114, due
January 31, 2001, with one accrued interest payment due on October 15, 2000 and
the balance of the principal and interest due on January 31, 2001 and (iii) a
Secured Promissory Note in the amount of $2,950,000 from the Company to EPI with
(a) one accrued interest only payment due October 5, 2000, (b) one accrued
interest only payment due January 5, 2001 and (c) 14 quarterly installments
thereafter with each installment equal to $210,714 in principal plus any
accrued interest with a final payment due July 5, 2004. The promissory notes are
secured by the assets of EPI, excluding Accounts Receivable and Inventory.
Should the Company obtain financing from a financial institution and payoff the
$1,613,114 note, the Agreement stipulates that EPI will subordinate its first
lien position on the pledged assets other than intellectual property to the
financial institution. The purchase price is not subject to any post closing
adjustments.


<PAGE>   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain forward-looking statements regarding
future financial condition and results of operations and the company's business
operations. We have based these statements on our expectations about future
events. The words "may," "intend," "will," "expect," "anticipate," "objective,"
"projection," "forecast," "position" or negatives of those terms or other
variations of them or by comparable terminology are intended to identify
forward-looking statements. We have based these statements on our current
expectations about future events. Although we believe that our expectations
reflected in or suggested by our forward-looking statements are reasonable, we
cannot assure you that these expectations will be achieved. Our actual results
may differ materially from what we currently expect. Important factors which
could cause our actual results to differ materially from the forward-looking
statements include, without limitation (1) general economic and business
conditions, (2) ability to cost effectively integrate multiple technologies, (3)
effect of future competition, and (4) failure to raise needed capital.

GENERAL

The Company is a development stage company and to date has had no revenues. The
primary activities to date have been limited to forming the management team,
research and development and identifying products to redesign utilizing
flip-chip technology. Accordingly, management does not consider the historical
results of operations to be representative of future results of operation of the
Company. The following financial information shows results of operations for the
three months and six months ended June 30, 2000 and 1999, respectively. This
Form 10-QSB should be read in conjunction with the Form 10-KSB which was filed
on March 30, 2000.

The Company has identified redesign projects from three electronic manufacturers
that will serve as the core of the Company's research and development strategy.
The Company anticipates that it will spend approximately $2.1 million in
research and development projects during 2000. Micro-ASI is now in the process
of project definition, which includes precise technical details, number of
units, pricing and the time to do the redesign. These three projects may result
in significant business opportunities for the Company after they become
contracts.



<PAGE>   9

RESULTS OF OPERATIONS:

The following financial information shows results of operations for the three
months ended June 30, 2000 and 1999, respectively and for the six months ended
June 30, 2000 and 1999, respectively.

<TABLE>
<CAPTION>
                                        Three Months Ended                 Six Months Ended
                                  ------------------------------     ------------------------------
                                  June 30, 2000    June 30, 1999     June 30, 2000    June 30, 1999
                                  -------------    -------------     -------------    -------------
<S>                               <C>              <C>               <C>              <C>
Interest and Other Income         $      90,414    $       4,029     $      93,180    $       7,444
Equity in income (loss) of BTI          (32,283)              --           (29,377)              --
Research and Development                293,319          259,076           482,720          375,888
General and Administrative            1,291,483        1,012,894         3,896,238        1,331,331
Interest Expense                        (48,958)              --          (106,663)          (1,749)
                                  -------------    -------------     -------------    -------------
Net Loss                          $  (1,575,629)   $  (1,267,941)    $  (4,421,818)   $  (1,701,524)
                                  =============    =============     =============    =============
</TABLE>

The increase in research and development expenses for the three and six months
ended June 30, 2000 compared to the three six months ended June 30, 1999 was due
primarily to the initial work on the three projects secured by the Company. As
of January 18, 2000, ZAE and Micro-ASI mutually agreed to terminate their
relationship. Charges related to ZAE in the amount of $62,000 and $134,076 were
paid during the six months ended June 30, 2000 and 1999, respectively.

The increase in General and Administrative expenses for the three months and six
months ended June 30, 2000 compared to the three months and six months ended
June 30, 1999 was primarily attributable to increases in salaries and related
payroll expenses, legal and professional fees, and a non-cash expense related
to the issuance of warrants. Salaries and related payroll expenses were
approximately $387,934 and $789,448 for the three and six months ended June 30,
2000 compared to approximately $112,443 and $188,759 for the three months and
six months ended June 30, 1999 primarily due to the added senior level
management in executive management, finance and accounting, and sales and
marketing along with the associated administrative support. The Company's legal
and professional fees increased due to the acquisition of the assets of EPI
Technologies, Inc., and the reporting requirements for the Company. The legal
and professional fees were approximately $138,101 and $338,975 for the three
months and six months ended June 30, 2000 compared to approximately $15,646 and
$25,294 for the three months and six months ended June 30, 1999. The non-cash
expense related to the issue of warrants was $0 and $1,450,000 for the three
months and six months ended June 30, 2000. No related expense was recorded in
the three month and six months ended June 30, 1999. The warrants were issued in
conjunction with the Company obtaining a line of credit from a financial
institution.

LIQUIDITY AND CAPITAL RESOURCES

The results of operations for the six month ended June 30, 2000 show a net loss
of $4,421,818 and the Company expects the losses to continue throughout the end
of the year as the Company continues to incur expenditures and operating
expenses. The Company currently expects that cash from the sale of common and
preferred stock, operations, and anticipated financing is adequate to fund
operations and expenditures for the next twelve months. Should cash not be
adequate, the Company may need to add additional funds. However, if adequate
funds are not available with acceptable terms, our business results of operation
and financial condition could be materially affected.

Management completed a private placement of preferred stock netting $7,595,000
in April 2000. Accordingly, adjustments have been made in the schedules for
additional equipment and employees and some items initially scheduled for
purchase will now be leased.

Micro-ASI anticipates it will increase its number of employees from 28 to
approximately 155 employees over a period of approximately 12 months. This
includes the employees of BTI.

The Company anticipates that it will purchase or lease approximately $5 million
in capital equipment during the year 2000. This includes production equipment
and equipment for the TIDC. The Company also anticipates that it will lease an
additional $12.3 million in both research and development equipment and
production equipment to further increase the capacity of BTI over a period of
the next 24 months.

The proceeds from the sale of the preferred stock are intended to provide for
the following:

     o    Leasing a facility for a Technology Integration Deployment Center
          ("TIDC"). This facility is intended to be a collection of
          capabilities, tools and technologies, staffed with engineers and
          technologists, The TIDC and its staff are a pivotal element of the


<PAGE>   10

          Company's strategy to absorb, improve and create its intellectual
          property and innovative core technologies, and then to provide
          Micro-ASI customers with full, systems-level solutions leveraging
          these technologies.

     o    Purchasing manufacturing equipment to increase the capacity of BTI.
          The additional equipment will include flip-chip, surface mount and
          related production equipment. The Company will purchase furniture,
          computers, test equipment and production equipment related for the
          research and development center.

     o    Employing additional senior level management.

     o    Employing senior and junior level design engineers for research and
          development and for the TIDC.

     o    Provide computer equipment and software tools for above mentioned
          design engineers.

     o    Continuing development of current redesign projects.

     o    Initiating new large-scale redesign programs.

     o    Addition of administrative, accounting, financial and human resources
          personnel to strengthen the infrastructure of the Company.

     o    Providing working capital for daily operations.

In the preferred stock private placement, purchasers also received 4.8 million
warrants with an exercise price of $1.00 expiring ten years from purchase date.

Dividends on the preferred stock shall accrue at the rate of 10% per annum and
are payable in kind through issuance of additional preferred shares. The
preferred stock holders are entitled to preference on liquidation. The
Corporation has the right to redeem the preferred shares at $1.65 per share
prior to December 31, 2000. The preferred stock holders have rights to convert
to common stock at a time and amount based on the performance of the
Corporation. The preferred stock holders have the right and power to elect one
fewer than a majority of the directors. As long as at least 3,000,000 shares of
the preferred stock are outstanding, certain actions by the Corporation require
approval of the preferred stock holders. The preferred stock holders have
limited preemptive rights to acquire additional shares of the Corporation's
Stock.

During the six months ended June 30, 2000, the Company also raised approximately
$2,832,851 through the issuance of common stock.



<PAGE>   11
In February 2000, the Company obtained a $1.3 million line of credit arrangement
that expires in March 2001 from a financial institution. This line of credit was
personally guaranteed by Cecil E. Smith, Jr. and Joel E. Claybrook.

The Company held a Special Meeting of the Shareholders on March 1, 2000 to
approve an increase in the authorized preferred shares from 1,000,000 to
15,000,000 and to approve an increase in the authorized common shares from
20,000,000 to 75,000,000 shares and authorize the board to issue blank check
Preferred Stock. The shareholders approved this increase and change to the
Articles of Incorporation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company has no legal proceedings.

ITEM 2. CHANGES IN OR SALE OF STOCK

The Company issued a Preferred Stock dividend in the amount of 91,300 shares of
Preferred Stock in May, 2000.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held a Special Meeting of the Shareholders on March 1, 2000 to
approve an increase in the authorized preferred shares from 1,000,000 to
15,000,000 and to approve an increase in the authorized common shares from
20,000,000 to 75,000,000 shares and authorize the board to issue blank check
Preferred Stock. The shareholders approved this increase and change to the
Articles of Incorporation.

ITEM 5. OTHER INFORMATION

None


<PAGE>   12

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          27.1 Financial Data Schedule

          27.2 Financial Data Schedule

          27.3 Financial Data Schedule


     (b)  Reports on Form 8-K:

          The Company filed Form 8-KA related to the acquisition of BTI on
          April 2, 2000.

                                     * * * *




<PAGE>   13



                                   SIGNATURES

Pursuant to 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-ASI, INC.

August 14, 2000              By: /s/ Joel E. Claybrook
                                -----------------------------------------------
                                Joel E. Claybrook
                                (Vice Chairman and Chief Executive Officer)


<PAGE>   14


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
<S>            <C>
  27.1          Financial Data Schedule

  27.2          Financial Data Schedule

  27.3          Financial Data Schedule

</TABLE>