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  December  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., Formerly Known As Technology Management and Marketing, 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
    
PART  I  -  FINANCIAL  INFORMATION
    
Item  1:  Financial  Statements
<TABLE>
<CAPTION>
    
                             NetUSA,  Inc.
              Condensed  Consolidated  Financial  Statements
        For  the  three  months  ended  December  31,  1997  and  1996
                             (Unaudited)
    
    
    <S>                               <C>            <C>
    
                                        1997           1996 
                                -------------  -------------
    Current Assets
    --------------------------                              
    Cash . . . . . . . . . . .     48.616.68     434,411.05 
    A/R. . . . . . . . . . . .    415,985.51     350,177.56 
    Inventory. . . . . . . . .      4,051.74       7,073.00 
    Prepaid Expenses . . . . .     17,851.96      17,040.00 
    Deferred Income Tax Asset.     14,679.00              - 
        ______________ . . . .  ____________ 
    Total Current Assets . . .    501,184.89     808,701.61 
    
    Property & Equipment
    --------------------------                              
    At Cost. . . . . . . . . .    276,789.92     233,627.91 
    Less: Accumulated Depre. .   (191,827.20)   (157,850.00)
                                 -----------     ----------
    Net Property & Equipment .     84,962.72      75,777.91 
    
    Long-Term Assets
    --------------------------                              
    Def. IX Assets - LT. . . .    918,173.00              - 
    
    Other Assets
    --------------------------                              
    Notes Receivable . . . . .     80,000.00      50,000.00 
    Investment at Cost . . . .    100,000.00     150,000.00 
    R&D Cost and Other . . . .    779,337.96      10,046.44 
                                  ----------     ----------
    Total Other Assets . . . .    959,337.96     210,046.44 
    
    TOTAL ASSETS . . . . . . .  2,463.658.57   1,094.525.96 
    --------------------------  =============  =============
    
    Current Liabilities
    --------------------------                              
    Accounts Payable . . . . .    373,418.88      37,959.36 
    Payroll Payable. . . . . .        513.02       8,209.81 
    Lease Obligation - Current      7,556.19              - 
    Accrued Liabilities. . . .      8,193.60              - 
                                 -----------     ----------
    Total Current
    Liabilities. . . . . . . .    389,681.69      46,169.17 
    
    Long-Term Liabilities
    --------------------------                              
    Lease Obligation - LT. . .     13,969.42              - 
    Note Payable . . . . . . .    214,567.41     234,633.21 
                                  ----------     ----------
    Total Long-Term
    Liabilities. . . . . . . .    228,536.83     234,633.21 
    
    Stockholders'  Equity
     ---------------------
    Common  Stock                    4,467.92    706,778.00
    Add.  Paid-In  Capital       3,796,550.82  3,092,057.24
    Current  Deficit               (89,741.05)  (162,261.98)
    Retained  Deficit           (1,865,837.64)(2,822,849.68)
                                ______________ ____________
    Total  Stockholders'
    Equity                       1,845,440.05    813,723.58
    
    TOTAL  S/H  EQUITY  AND
    -----------------------
    LIABILITIES                 $2,463,658.57 $1,094,525.96
    -----------                  ============  ============
    
    REVENUE AND EXPENSES
    ====================
    
    Sales                         262,087.38     435,235.74
    
    Cost  of  Sales              (117,281.06)   (156,689.07)
                               ______________   ____________
    Operating  Income             144,806.32     278,546.67
    
    Other  Income                   3,665.38      25,554.34
                               ______________    ____________
    Total  Revenue                148,471.70     304,101.01
        
    Salaries  and  Wages          (53,022.33)    (97,880.00)
    
    Employee  Benefits            (21,529.78)     (9,286.12)
                               ______________     ____________
    Total  Salary  and
     Benefits                     (74,552.11)   (107,166.12)
       
    Administrative
    &  General  Expenses         (136,780.55)   (180,091.04)
    
    Depreciation  &
    Amortization                   (6,005.49)         -
    
    Marketing  Expense            (14,644.32)  (167,332.26)
    
    Interest  Expense              (6,229.28)    (6,773.57)
    
    Financial  Expense                    -            -
                                ______________  ____________
    Total  Operating
    Expenses                     (238,212.75)  (461,362.99)

    Income  (Loss)  before
     Taxes                        (89,741.05)  (157,261.98)
    
    Provision  for  Current
    Year's  Income  Tax                    -           -
                               ______________  ____________
    Net  Income  (Loss)  
    for the Year after Tax       $(89,741.05) $(157,261.98)
                                 ===========  ============
     
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.
    
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.
    
2.  RESULTS  OF  OPERATIONS
    
Three  Months  Ended  December  31,  1997  Compared  to the Three Months Ended
December  31,  1996
    
Revenues  for the three months ended December 31, 1997, were $262,087 compared
to  $435,236  for  the  same  period  ended  December  31, 1996.  The $173,149
decrease  was due primarily to Internet fax traffic decrease and due to higher
cost  of sales.  Gross margins slightly decreased from 64% in the three months
ended  December 31, 1996 compared to 55% in the same period ended December 31,
1997.
    
Operating expenses were $238,213 for the three months ended December 31, 1997,
compared  to $461,363 for the same period ended December 31, 1996, an decrease
of  $223,150  because  of  overall  reduction  of  business  volume.
   
Marketing  Expenses  decreased  $152,688  due  to termination and reduction of
advertising  that  is  not  cost  effective.
    
PART  II:          OTHER  INFORMATION
    
Item  1:          Legal  Proceedings
    
NetUSA,  Inc.  and  its  relevant  affiliates  were  not  involved in any
reportable  legal  proceedings  during  this  quarter.
    
Item  2:          Changes  in  Securities
    
There  were  no  changes in the relevant security instruments during this
quarter.
    
Item  3:          Defaults  Upon  Senior  Securities
    
There  were  no  defaults  upon  senior  securities  during this quarter.
    
Item  4:          Submission  of  Matters  to  a  Vote  of  Security  Holders
    
There  was  no matter submitted to a vote of security holders during this
quarter.
    
Item  5:          Other  Information
    
There  is  no relevant other information to be reported for this quarter.
    
Item  6:          Exhibits  and  Reports  on  Form  8-K
    
There  are  no exhibits to be attached for this form, and no Form 8-K was
filed  during  this  quarter.
    
Dated:    May  5,  1998          NETUSA,  INC.
                                 By:  /s/  Dr.  Wun  C.  Chiou,
                                 President  and  Chairman  of  the  Board
    

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                                            <C>
<PERIOD-TYPE>                                 3-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               DEC-31-1997
<CASH>                                          48,617
<SECURITIES>                                         0
<RECEIVABLES>                                  415,986
<ALLOWANCES>                                         0
<INVENTORY>                                      4,052
<CURRENT-ASSETS>                               501,185
<PP&E>                                         276,790
<DEPRECIATION>                                 157,850
<TOTAL-ASSETS>                               2,463,659
<CURRENT-LIABILITIES>                          389,682
<BONDS>                                        228,537
                                0
                                          0
<COMMON>                                         4,468
<OTHER-SE>                                   3,796,551
<TOTAL-LIABILITY-AND-EQUITY>                 2,463,659
<SALES>                                        262,087
<TOTAL-REVENUES>                               148,472
<CGS>                                          117,281
<TOTAL-COSTS>                                  117,281
<OTHER-EXPENSES>                               238,213
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               6,229
<INCOME-PRETAX>                               (89,741)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (89,741)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (89,741)
<EPS-PRIMARY>                                    (.21)
<EPS-DILUTED>                                    (.21)
        

</TABLE>


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