FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
Of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1998
Commission File Number 33-2474-LA
USA Talks.com, Inc.
(Exact name of registrant as specified in its charter)
NEVADA 93-0915593
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4350 Executive Drive, #220
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices)
Registrant's telephone number
including area code (619) 546-0550
4505 Wasatch Blvd, #300, Salt Lake City, Utah 84124
Former Address, if changed since last report
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 such shorter period that the
registrant was required to file such reports)
Yes X No
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
13,000,000
(Number of shares of common
stock the registrant had
outstanding as of August 17,1998)
PART 1
ITEM 1 - FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of June 30, 1998 and the results of its operations and changes
in its financial position from January 1, 1998 through June 30, 1998 have
been made. The results of its operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.
SBB, INC.
( A Development Stage Company)
Balance Sheet
ASSETS
June 30, December 31,
1998 1997
CURRENT ASSETS
Cash $ - $ -
Interest receivable - 2,717
Total Current Assets - 2,717
OTHER ASSETS
Notes receivable - 40,000
TOTAL ASSETS $ - $ 42,717
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ - $ 471
Taxes Payable - 400
Total Current Liabilities - 871
STOCKHOLDERS' EQUITY
Common Stock 800,000,000 shares
authorized at $.001 par value;
196,677 and 1,046,677 shares
issued and outstanding 197 1,047
Capital in Excess of Par Value 803,284 845,715
Deficit Accumulated During Development Stage (803,481) (804,916)
Total Stockholders' Equity - 41,846
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 43,703 $ 42,717
SBB, INC.
(A Development Stage Company)
Statements of Operations
(unaudited)
From Inception
For the Three For the Three For the Six For the Six on December 26,
Months Ended Months Ended Months Ended Months Ended 1985 through
June 30, June 30, June 30, June 30, June 30,
1998 1997 1998 1997 1998
REVENUE
Interest
Income $ 449 $ - $1,435 $ - $ 43,822
EXPENSES
Amortization - - - - 50
Bad Debt - - - - 578,084
Dues and
Fees - - - - 3,098
Interest - - - - 654
Office
Expenses - - - - 4,267
Officer
Compensation - - - - 143,825
Professional
Services - - - - 113,559
Travel - - - - 2,466
Total
Expenses - - - - 846,003
NET INCOME
(LOSS) -
Before
Taxes $449 $- $1,435 $- $(802,181)
Taxes - - - - 1,300
INCOME
(LOSS) $449 $- $1,435 $ - $ (803,481)
Loss Per
Common
Share $ - $ - $ - $ - $ (8.50)
Average
Outstanding
Shares 1,046,677 83,390 1,046,677 83,390 94,568
SBB, INC.
(A Development Stage Company)
Statements of Cash Flow
(unaudited)
For the Period
For the Six For the Six From Inception on
Months Ended Months Ended December 26,1985
June 30, June 30, to June 30,
1998 1997 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ 1,435 $ - $(803,481)
Amortization - - 50
Bad Debts - - 568,666
Increase (Decrease)
in Accounts Receivable (1,435) - (4,152)
in Accounts Payable - - 471
Increase in Taxes Payable - - 400
Expenses paid by
stockholder - - 40,000
- - (198,046)
CASH FLOWS FROM
INVESTING ACTIVITIES
Loans to other Entities - - (730,000)
Collection of Loans - - 161,333
Organization Costs - - (50)
- - (568,717)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common
Stock (Net) - - 766,763
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS
AT THE BEGINNING
OF PERIOD - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - -
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ 656
Income Taxes $ - $ - $ 900
SBB, INC.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1998
NOTE 1 - INTERIM FINANCIAL STATEMENTS
Management has elected to omit most of the disclosures for the interim
financial statements ended June 30, 1998 but has made all the necessary
adjustments to present an accurate financial statements for the six months
presented.
NOTE 2 - CHANGE IN DOMICILE
During the second quarter, the Company created and later merged with a
wholly owned Nevada corporation. The Company now is a Nevada Corporation.
NOTE 3 - SUBSEQUENT EVENTS
Effective July 28, 1998, the Company announced an agreement to issue
12,350,000 (over 90% control) for all of the assets of Alfine Corporation. The
assets consist of licenses and other technology for audio compression, phonetic
speech and voice verification/identification. Effective July 31, 1998, the
Company filed an S-8 registration statement reporting issuance of 453,323
shares in connection with the Company's Stock Bonus Agreement.
Effective August 3, 1998, the Company changed its name to USA.Talks.Com,
Inc.
NOTE 4 - CANCELLATION OF SHARES FOR NOTE RECEIVABLE
During the most recent quarter, the principle stockholder of the Company
canceled 850,000 shares of common stock in consideration for cancellation of
the $40,000 note receivable and all outstanding accrued interest.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources. The Registrant has approximately $0 as
operating capital at June 30, 1998, compared to $(300) for the same period last
year. The Registrant intends to raise additional funds as needed through
private placements with accredited and sophisticated investors.
Results of Operation. Due to the lack of operations during the quarter
ended June 30, 1998, the registrant had net income of $449, compared to net
income of $0 for the same period last year.
Plan of Operations. The Company is currently in the process of looking
for business opportunities to acquire or merge with. There is no guarantee
that management will be successful in finding such an opportunity. The Company
is also in the process of bringing all of its periodic reports current for
filing with the Securities and Exchange Commission. During this process, the
Company intends to raise operational capital through private placements.
During the quarter, the majority shareholder retired a note receivable
due to the Company by canceling 850,000 shares of common stock.
Effective July 28, 1998, the Company announced an agreement to issue
12,350,000 (over 90% control) for all of the assets of Alfine Corporation. The
assets consist of licenses and other technology for audio compression,
phonetic speech and voice verification/identification.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings. None
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K.
An 8-K was filed on August 3, 1998 to announce a change in control
by acquiring all of the assets of Alfine Corporation.
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 authorized officer.
Dated August 17, 1998
USA.Talks.Com, Inc.
Jack Alexander
Chief Financial Officer
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