NETUSA INC/CO/
10QSB, 1998-05-06
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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    U.S.  Securities  and  Exchange  Commission
    Washington,  DC  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  fiscal  quarter  ended  March  31,  1997
    
    [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT  OF  1934
    
    Commission  File  Number:  33-11324-LA
    
                                     NETUSA, INC.
                    (Name of small business issuer in its charter)
    
            Colorado                            84-1035751
       (State  or other jurisdiction         (I.R.S. Employer
      of incorporation  or  organization)   Identification Number)
    
                  201 San Antonio Cir., C250, Mountain View, CA 94040
                       (Address of principal executive offices)
    
                     Issuer's telephone number:     (650) 948-6200
    
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.
Yes__                            No__X
    
Check  if  there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment  to  this  Form  10-KSB.__X
 
    
    <PAGE>
    
                            PART I - FINANCIAL INFORMATION
    
    Item  1:  Financial  Statements
    <TABLE>
    <CAPTION>
    
                                   NetUSA,  Inc.
                Condensed  Consolidated  Financial  Statements
                For  the  Six  Months  Ended  March  31,  1997
                                      and
                 For  the  One  Month  Ended  March  31,  1996
                                   (Unaudited)
   
    <S>                              <C>             <C>
    Assets                           1997            1996 
    =====                            ====            ====
    Current Assets
    ---------------
    Cash and Cash Equivalents    $  698,143.92   $  803,482.55 
    Accounts Receivable, Net        442,679.94      210,966.11 
    Inventory                         7,073.00        5,051.75 
    Prepaid Expenses                 17,040.00        1,447.54 
                                  ------------    ------------- 
    Total Current Assets         $1,164,936.86   $1,020,947.95 
    
    Property and Equipment 
    at Cost                      $  241,936.29   $  185,741.93 
    Less:  Accum. Depreciation     (157,850.00)    (107,369.18)
                                 --------------  ------------- 
    Net Property and Equipment   $   84,086.29   $   78,372.75 
    
    Other Assets
    ---------------
    Notes Receivable             $  130,675.00   $           - 
    Investment at Cost              200,000.00       50,000.00 
    R & D Costs and Other            10,046.44          528.74 
                                 -------------   ------------- 
    Total Other Assets           $  340,721.44   $   50,528.74 
                                 -------------   ------------- 
    Total Assets                 $1,589,744.59   $1,149,849.44 
                                 =============   =============
    
    
    <PAGE>
    
     
    Liabilities  and  Stockholders'  Equity
    ==========================
    Current  Liabilities
    ----------------------
    Account  Payable             $  (14,696.65)  $    90,721.96
    Accrued  Payroll  Payable         4,655.53          (242.21)
                                 --------------  --------------
    Total  Current  Liabilities  $  (10,041.12)  $    90,479.75
    
    Long  Term  Liabilities
    --------------------------
    Notes  Payable               $  229,675.99   $   282,183.45
    Loans  from  Shareholders            -            70,787.58
                                 --------------  ----------------
    Total
    Long-Term  Liabilities       $  229,675.99   $    352,971.03
    
    Stockholders'  Equity
    =====================
    Common  Stock                $    4,639.92   $      3,913.92
    Additional  Paid  
      In  Capital                 4,226,695.32      3,112,766.64
    Current  Deficit                (38,375.84)        11,783.93
    Retained  Deficit            (2,822,849.68)    (2,422,065.83)
                                 --------------     -------------
    Total Stockholders'Equity    $1,370,109.72    $   706,398.66
                               ----------------   -----------------
    Total  Liabilities  and
        Stockholders'  Equity   $  1,589,744.59    $1,149,849.44
                                ===============    =============
    
    Revenue  and  Expenses
    ================
    Revenues
    ------------
    Sales                       $   965,878.98    $   124,400.64
    Cost  of  Sales                (297,740.15)        (8,803.38)
    Operating  income               668,138.83        115,597.26
    Other  Income                    41,122.14          1,848.65
                                --------------     --------------
    Total  Revenues             $   709,260.97    $   117,445.91
    
    <PAGE>
        
    Expenses
    ========
    Operating  Expenses
    --------------------
    Salaries  and  Wages        $   188,627.70    $    21,800.00
    Employee  Benefits               11,550.04          8,404.87
    Administrative  &  
        General Expense             347,104.74         67,070.13
    Marketing  Expense              181,457.98          5,098.24
    Interest  Expense                13,096.35          3,288.74
                             ------------------   --------------
    Total
    Operating  Expenses         $   741,836.81    $   105,661.98
                             ------------------   --------------
    Income(Loss) before Taxes   $    32,575.84    $    11,783.93
    
    Provision  for  current  year's
      Income  Tax               $       800.00    $          -
                             -----------------    -----------------
    Net  Income  (Loss)  
    for  the  year after Tax   $     33,375.84    $    11,783.93
       
Item  2:      Management's  Discussion  and  Analysis  or  Plan  of  Operation
    
1.          THE  COMPANY
    
NetUSA,  Inc.,  previously  named  as Technology Management and Marketing
Inc., was incorporated under the laws of the State of Colorado on December 31,
1985.   The Company was engaged principally in organizational activities until
its  public  offering  of  securities  in  1987.
    
The  Company  was  the  exclusive  licensee  of  Temple  University for a
diagnostic  test  for  the  detection  of  gonorrhea,  known  as the GONOSTAT.
 
During the period May 1990 to December 31, 1995 the Company was inactive.
The Company did not file any SEC reports, Federal or State income tax returns.
   
On  February  26,  1996,  the  Company  acquired  100%  of the issued and
outstanding  shares  of Pacific Microelectronics, Inc., a company incorporated
in  the  State  of  California  on  July  1,  1987.
    <PAGE>
    
The Company's main business in recent years is merchandising software
products  primarily  through  distributors  and direct sales to consumers. The
Company  also provides a newly developed telecommunication system for offering
Internet  web  site  services  and  facilitating  the  fax function worldwide.
   
Results  of  Operations
- -----------------------    
Six Months Ended March 31, 1997 Compared to the One Month Ended March 31,1996
    
Revenues  for  the  six months ended March 31, 1997, were $965,879 compared to
$124,401  for  the  one month ended March 31, 1996.  The $841,478 increase was
due  primarily to the short active months ended March 31, 1996.  Gross margins
decreased  from  93%  in the one month ended March 31, 1996 compared to 69% in
the  six  months  ended  March  31,  1997.
    
Operating  expenses  were  $741,837  for  the six months ended March 31, 1997,
compared  to  $105,662  for the one month ended March 31, 1996, an increase of
$636,175  due  to  the  short  active months ended March 31, 1996. $280,035 of
this  increase  was  due  to  Administration  &  General  Expenses:
  
Rent:  $24,210
Telephone:  $89,518
Travel:  $22,907
Insurance:  $31,729
Consulting:  $51,982
Other  Operating  Expenses:  $59,689
    
Due  to  short active months ended March 31, 1996 and increase in Internet fax
business.
  
Salaries  and  benefits  expenses  increased $169,973 for the six months ended
March 31, 1997 compared to the one month ended March 31, 1996 due to the short
active  months  ended  March  31,  1996  and  hiring  of  more  engineers.
    
   <PAGE>
    
Six Months Ended March 31, 1997 Compared to the One Month Ended March 31, 1996
    
Marketing  Expenses  increased  $176,360  due to the short active months ended
March  31,  1996  and  expansion  of  business  exposure.
   
PART  II:          OTHER  INFORMATION
    
Item  6:        Exhibits  and  Reports  on  Form  8-K
    
There  are  no  exhibits  to  this form, and no Form 8-K was filed during this
quarter.
    
                              SIGNATURES
    
In  accordance  with the requirements of the Exchange Act, Registrant has
caused  this  report  to be signed on its behalf by the undersigned, thereunto
duly  authorized.
    
                                  NetUSA,Inc.
       
    Dated:  May 4, 1998          /s/ Wun C. Chiou, President and
                                     Chairman  of  the  Board
    
    

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                         698,144
<SECURITIES>                                         0
<RECEIVABLES>                                  442,680
<ALLOWANCES>                                         0
<INVENTORY>                                      7,073
<CURRENT-ASSETS>                             1,164,937
<PP&E>                                         241,936
<DEPRECIATION>                                 157,850
<TOTAL-ASSETS>                               1,589,745
<CURRENT-LIABILITIES>                         (10,041)
<BONDS>                                        229,676
                                0
                                          0
<COMMON>                                         4,640
<OTHER-SE>                                   4,226,695
<TOTAL-LIABILITY-AND-EQUITY>                 1,589,745
<SALES>                                        965,879
<TOTAL-REVENUES>                               709,261
<CGS>                                          297,740
<TOTAL-COSTS>                                  297,740
<OTHER-EXPENSES>                               741,837
<LOSS-PROVISION>                                   800
<INTEREST-EXPENSE>                              13,096
<INCOME-PRETAX>                                 32,576
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    33,376
<EPS-PRIMARY>                                      .01
<EPS-DILUTED>                                      .01
        

</TABLE>


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