UNITED STATES
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 September 30, 1998.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________to__________
Commission File Number: 022307
NAVA LEISURE USA, INC.
(Exact name of registrant as specified in charter)
IDAHO
84-1368850
------------------------------
-------------------------
State or other jurisdiction of
(I.R.S. Employer I.D. No.)
incorporation or organization
253 Ontario #1, P.O. Box 3303, Park City, Utah
84060
(Address of principal executive offices)
(Zip Code)
Issuer's telephone number, including area code: (435) 649-
5060
Securities registered pursuant to section 12(b) of the
Act:
Title of each class
Name of each exchange on which registered
None N/A
Securities registered pursuant to section 12(g) of the Act:
Title of each class
Name of each exchange on which registered
Common stock, par value $0.0005 None
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 (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. (1) Yes [ ] No [X ] (2) Yes [X] No [ ]
The Company has 3,000,025 shares of its common stock
outstanding, of which 599,258 shares are held by
nonaffiliates.
Item 1 - FINANCIAL STATEMENTS
The unaudited financial statements of the Company are
set forth immediately following the signature page to this
form 10-QSB.
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company is considered a development stage company
with no assets or capital and with no operations or income
since approximately 1988. The costs and expenses associated
with the preparation and filing of this registration
statement and other operations of the Company have been paid
for by shareholders of the Company, specifically H. D.
Williams. It is anticipated that the Company will require
only nominal capital to maintain the corporate viability of
the Company and necessary funds will most likely be provided
by the Company's existing shareholders or its officers and
directors in the immediate future. However, unless the
Company is able to facilitate an acquisition of or merger
with an operating business or is able to obtain significant
outside financing, there is substantial doubt about its
ability to continue as a going concern.
During the next twelve months, the Company will
actively seek out and investigate possible business
opportunities with the intent to acquire or merge with one
or more business ventures. Because the Company lacks funds,
it may be necessary for the officers and directors to either
advance funds to the Company or to accrue expenses until
such time as a successful business consolidation can be
made. Management intends to hold expenses to a minimum and
to obtain services on a contingency basis when possible.
Further, the Company's directors will forego any
compensation until such time as an acquisition or merger can
be accomplished and will strive to have the business
opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its
search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds. As of the
date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants
or to raise any capital. In the event the Company does need
to raise capital most likely the only method available to
the Company would be the private sale of its securities.
Because of the nature of the Company as a development stage
company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from
either a commercial or private lender. There can be no
assurance that the Company will be able to obtain additional
funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the
Company.
The Company does not intend to use any employees, with
the possible exception of part-time clerical assistance on
an as-needed basis. Outside advisors or consultants will be
used only if they can be obtained for minimal cost or on a
deferred payment basis. Management is confident that it will
be able to operate in this manner and to continue its search
for business opportunities during the next twelve months.
The Company has been in discussions regarding a possible
merger. On October 2, 1998, the Company entered into a letter
of intent with Senesco, LLC, to merge the two entities. A proxy
statement and Form 14A were filed on October 16, 1998. These
filings should be reviewed for complete information regarding these
post-September 30, 1998 events. Senesco, LLC members will receive
1,700,000 shares in the merged company. Existing shareholders are
proposed to have their shares reduced by a 1-for-3 reverse split
as part of the merger. Thus, Senesco, LLC members will have a
controlling interest, assuming the merger proposed in the proxy is
approved. The business of Senesco, LLC is described as a research
and development company planning to commercially exploit a gene
which controls the aging of plants (flowers, fruits, and vegetables)
to enhance shelf life. The preceding is only a summary highlight
of the proposed merger. All persons are advised to review the proxy
and related materials for a complete description of the proposed
transaction.
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits: No exhibits are included herein.
b. Reports on Form 8-K: No reports on Form 8-K
were filed during the quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, this report has been signed below
by the following person on behalf of the Registrant and in
the capacities and on the dates indicated:
NAVA LEISURE USA, INC.
(Registrant)
By: __ /s/_J. Rockwell
Smith
Date: July 28, 1998 J. ROCKWELL SMITH,
President and Director,
Principal Executive Officer
The following unaudited financial statements are presented by the Company.
Salt Lake City, Utah
September 30, 1998<PAGE>
NAVA LEISURE USA, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 1998 and June 30, 1998<PAGE>
C O N T E N T S
Balance Sheets 4
Statements of Operations 5
Statements of Stockholders' Equity (Deficit) 6
Statements of Cash Flows 8
Notes to the Financial Statements 10
<PAGE>
The accompanying notes are an integral part of these financial statements.
NAVA LEISURE USA, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, June 30,
1998 1998
(unaudited)
CURRENT ASSETS
Cash $ - $ -
Total Current Assets
TOTAL ASSETS
$ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable
$ 3,100 $ 3,100
Total Current
Liabilities
$ 3,100 $ 3,100
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 5,000,000 shares
authorized at $0.001 par value:
Series A preferred stock, 1,100,000
shares authorized, -0- shares issued
and outstanding -
- -
Series B preferred stock, 100,000
shares authorized at $1.00 par value;
-0- shares issued and outstanding
- - -
Common stock, 50,000,000 shares
authorized at $0.0005 par value;
3,000,025 shares issued and
outstanding 1,500 1,500
Capital in excess of par value
32,019 32,019
Deficit accumulated during the
development stage ( 36,619 ) (36,619 )
Total Stockholders' Equity
(Deficit) ( 3,000 ) (3,000 )
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
<PAGE>NAVA LEISURE USA, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From Inception
On April 1, 1964
For the
Three Months Through
Ended
September 30, September 30,
1998 1997 1998
REVENUE $ -
$ - $ -
EXPENSES
- - -
OPERATING LOSS
- - -
LOSS ON DISCONTINUED
OPERATIONS - - ( 36,619 )
NET LOSS $ - $ - $ (36,619 )
NET LOSS PER SHARE $ (0.00) $ (0.00 )
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING
3,000,025 3,000,025
<PAGE>NAVA LEISURE USA, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, April 1, 1965 - $ - $ - $ -
Issuance of common stock for
cash from inception on April 1,
1965 through June 30, 1993 at
approximately $0.0036 per share
3,000,025 1,500 9,250 -
Contribution of capital through
payment of expenses by
shareholder
- - 500 -
Net loss from inception
on April 1, 1964 through
June 30, 1993
- - - (13,110 )
Balance, June 30, 1993
3,000,025 1,500 9,750 (13,110 )
Contribution of capital through
payment of expenses by
shareholder
- - 1,405 -
Net loss for the year
ended June 30, 1994
- - - (2,169 )
Balance, June 30, 1994
3,000,025 1,500 11,155 (15,279 )
Contribution of capital through
payment of expenses by
shareholder
- - 2,027 -
Net loss for the year
ended June 30, 1995
- - - (1,602 )
Balance, June 30, 1995
3,000,025 $ 1,500 $13,182 $ (16,881 )
<PAGE>NAVA LEISURE USA, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, June 30, 1995
3,000,025 $ 1,500 $13,182 $ (16,881 )
Contribution of capital through
payment of expenses by
shareholder
- - 653 -
Net loss for the year
ended June 30, 1996
- - - (1,554 )
Balance, June 30, 1996
3,000,025 1,500 13,835 (18,435 )
Contribution of capital through
payment of expenses by
shareholder
- - 7,403 -
Net loss for the year
ended June 30, 1997
- - - (7,810 )
Balance, June 30, 1997
3,000,025 1,500 21,238 (26,245 )
Contribution of capital through
payment of expenses by
shareholder
- - 10,781 -
Net loss for the year
ended June 30, 1998
- - - (10,374 )
Balance, June 30, 1998
3,000,025 $ 1,500 $ 32,019 $ (36,619 )
Net income for three
months ended September 30 - - -
Balance September 30, 1998
(unaudited)
3,000,025 $ 1,500 $ 32,019 $ (36,619)
<PAGE>NAVA LEISURE USA, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From Inception
On April 1,
For the Three Months 1964 Through
Ended September 30, September 30,
1998 1997 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ - $ - $ (36,619 )
Adjustments to reconcile
net loss
to cash used by
operating activities:
Expenses paid by
shareholder
- - -
Net Cash Provided
(Used) by Operating
Activities - - -
CASH FLOWS FROM
INVESTING ACTIVITIES
- - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Net Cash Provided
(Used) by Financing
Activities
- - -
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS
- - -
CASH AND CASH
EQUIVALENTS AT
BEGINNING OF PERIOD
- - -
CASH AND CASH
EQUIVALENTS AT END
OF PERIOD $ - $ - $ -
<PAGE>NAVA LEISURE USA, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
From Inception
On April 1,
For the Three Months 1964 Through
Ended September 30, September 30,
1998 1997 1998
SUPPLEMENTAL
DISCLOSURES OF CASH
FLOW INFORMATION
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
<PAGE>NAVA LEISURE USA, INC.
(A Development Stage Company)
Notes to Unaudited Financial Statements
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at September 30, 1998
and for all periods presented have been made.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with general accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's June 30, 1998
audited consolidated financial statements (See the Company's 10-K of June 30,
1998). The results of operations for the
periods ended September 30, 1998 and 1997 are not necessarily indicative of
the operating results for the full year.
