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, 1996
[ ] 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
at March 31, 1996
(Unaudited)
<S> <C>
ASSETS. . . . . . . . . . . . . . . . 3/31/96
====== ---------
Current Assets
Cash and Cash Equivalents . . . . . $ 803,482.55
Accounts Receivable, Net. . . . . . 210,966.11
Inventory . . . . . . . . . . . . . 5,051.75
Prepaid Expenses. . . . . . . . . . 1,447.54
------------------
Total Current Assets. . . . . . . . . $1,020,947.95
Property and Equipment. . . . . . . . $ 78,371.93
Other Assets
Investment (at Cost). . . . . . . . $ 50,000.00
Other Assets. . . . . . . . . . . . 528.74
-----------------
Total Other Assets. . . . . . . . . . $ 50,528.74
-----------------
Total Assets. . . . . . . . . . . . . $1,149,849.44
LIABILITIES AND STOCKHOLDERS' EQUITY
====================================
Current Liabilities
Accounts Payable. . . . . . . . . . $ 90,479.75
Long-Term Liabilities
Notes Payable . . . . . . . . . . . $ 282,183.45
Loan from Shareholder . . . . . . . 70,787.58
----------------
Total Long-Term Liabilities . . . . . $ 352,971.03
<PAGE>
Stockholders' Equity
Common Stock $ 3,913.92
Additional Paid-In Capital 3,112,766.64
Current Deficit 11,783.93
Retained Deficit (2,422,065.83)
-----------------
Total Stockholders' Equity $ 706,398.66
Total Liabilities and
Stockholders' Equity $ 1,149,849.44
INCOME AND EXPENSES
----------------------------------
Sales $ 124,400.64
Cost of Sales (8,803.38)
----------------
Operating Income $ 115,597.26
Other Income 1,848.65
-----------------
Total Revenues $ 117,445.91
Salaries and Wages $ 21,800.00
Employee Benefits 8,404.87
Administrative & General Expenses 67,070.13
Marketing Expense 5,098.24
Interest Expense 3,288.74
----------------
Total Operating Expenses $ 105,661.98
Income (Loss) Before/After Taxes $ 11,783.93
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
As discussed in Issuer's Form 8-K, dated February 16, 1996, and filed on
January 9, 1998, on February 16, 1996, the company acquired Pacific
Microelectronics, Inc.of Mountain View, Calif.(hereinafter Pacific Micro).
Pacific Micro, at the time, was a company developing PC software and
telecommunications solutions The acquisition was by the means of a stock
swap. 3 shares of TMMI stock was given to Pacific Micro shareholders per
10 shares of Pacific Micro stock held,1 for a total of 3,000,000 shares
granted (for the 10,000,000 Pacific Microstock) Pacific Micro also
transferred all of its assets to NetUSA. At the time of Pacific Micro's
acquisition, Pacific Micro was controlled by its president, Dr. Wun C.
Chiou, whosimultaneously became NetUSA's president.
The company's name was changed to NetUSA, Inc.,and its headquarters were
moved to Mountain View,Calif.,to the headquarters of the former Pacific
Micro.
Please see the current Form 10-KSB for the period ended September 30, 1997,
filed concurrently herewith, for Management's Discussion and Analysis
and Plan of Operation.
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
There are no exhibits to be attached for this form.
Registrant filed a Form 8-K during this quarter, which is incorporated
herein by reference, detailing the acquisition of Pacific
Microelectronics, Inc. and the change in the control of the company on
Feb. 17, 1996.
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
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 803,483
<SECURITIES> 0
<RECEIVABLES> 210,966
<ALLOWANCES> 0
<INVENTORY> 5,052
<CURRENT-ASSETS> 1,020,948
<PP&E> 165,742
<DEPRECIATION> 107,369
<TOTAL-ASSETS> 1,149,849
<CURRENT-LIABILITIES> 90,480
<BONDS> 352,971
0
0
<COMMON> 3,914
<OTHER-SE> 3,112,767
<TOTAL-LIABILITY-AND-EQUITY> 706,399
<SALES> 124,401
<TOTAL-REVENUES> 117,446
<CGS> 8,803
<TOTAL-COSTS> 8,803
<OTHER-EXPENSES> 105,662
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,289
<INCOME-PRETAX> 11,784
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,784
<EPS-PRIMARY> .003
<EPS-DILUTED> .003
</TABLE>
AMENDED
ARTICLES OF INCORPORATION
OF
TECHNOLOGY MANAGEMENT AND MARKETING INC
---------- ---------- --- -------------
Technology Management & Marketing, Inc., incorporated December 5,
1985, as a Colorado corporation, hereby adopts the following amendments to its
Articles of Incorporation. The following amendments to the Articles of
ncorporation of the Corporation were adopted by resolution of the Board of
Directors effective November 20, 1995 and by resolution of the shareholders
effective February 17, 1996 in the manner prescribed by the Colorado Business
Corporation Act. The date of adoption of the amendments was February 17, 1996.
ARTICLE I of the Articles of Incorporation of the Corporation is hereby
repealed and amended by substitution of the following:
ARTICLE I
Name
----
The name of the Corporation is NetUSA, Inc.
ARTICLE IV of the Articles of Incorporation of the Corporation is hereby
repealed and amended by substitution of the following:
ARTICLE IV
Authorized Shares
-----------------
Section 1: Classes and share authorized. The authorized capital stock
----------- ----------------------------
of the Corporation shall be 50,000,000 shares of Common Stock, $.001 par
value, and 10,000,000 shares of Preferred Stock, $.001 par value.
Section 2: Preferred Stock. Shares of Preferred Stock may be divided
---------- ---------------
into such series as may be established from time to time by the board of
directors. The board of directors from time to time may fix and determine the
relative rights and preferences of the shares of any series so established to
the full extent permitted by the laws of the State of Colorado.
Section 3: Common Stock.
----------- -------------
(a) After the requirements with respect to preferential dividends &n
the Preferred Stock, if any, shall have been met, and after the Corporation
shall have complied with all the requirements, if any, with respect to the
setting aside of sums as sinking funds or redemption or purchase accounts, and
subject further to any other conditions which may be fixed in accordance with
the provisions of Section 2 of this Article IV, then, and not otherwise, the
holders of the Common Stock shall be entitled to receive such dividends as may
be declared from time to time by the board of directors of the Corporation
paid out of funds legally available thereof
(b) After distribution in full of the preferential amount, if any, to
be distributed to the holders of the Preferred Stock in the event of voluntary
or involuntary liquidation, distribution or sale of assets, dissolution, or
winding-up of the Corporation, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation, tangible
and intangible, of whatever kind available for distribution to stockholders,
ratably in proportion to the number of shares of the Common Stock held by them
respectively.
(c) Except as may otherwise be required by law, each holder of
the Common Stock shall have one vote in respect of each share of the Common
Stock held by him on all matters voted on by the stockholders.
Section 2: General Provisions. The capital stock of the Corporation
----------- ------------------
may be issued for money, property, services rendered, labor done, cash
advanced to or on behalf of the Corporation, or for any other assets of value
in accordance with an action of the board of directors, whose judgment as to
the value of the assets received in return for said stock shall be conclusive,
and said stock, when issued, shall be frilly paid and nonassessable.
ARTICLE VIII of the Articles of Incorporation of the Corporation is
hereby repealed and amended by substitution of the following:
ARTICLE VIII
Board of Directors
-------- ---------
Section 1: Board of Directors. Pursuant to Section 7-108-103 of the
----------- -------- ---------
Colorado Business Corporation Act, the business and affairs of the Corporation
shall be managed by the board of directors consisting of one or more
directors, with the number specified in or fixed in accordance with the
bylaws. Each person shall serve as a director of the Corporation until the
first annual meeting of shareholders or until his successor shall have been
elected and qualified.
Section 2: Classification of Directors. In the event that the board of
--------- ----------------- ---------
directors shall consist of six or more members, the directors may thereupon by
divided into three classes, Class 1, Class 2, and Class 3, each class to be as
nearly equal in number as possible. The term of office of Class 1 directors
shall expire at the first annual meeting of shareholders following their
election; that of Class 2 directors shall expire at the second annual meeting
following their election; and that of Class 3 directors shall expire at the
third annual meeting following their election. At each annual meeting
following such classification, a number of directors equal to the
number of the class whose term expires at the time of
such meeting shall be elected to hold office until the third succeeding annual
meeting.
Not withstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of Preferred Stock shall have
the right, voting separately as a class, to elect one or more directors of the
Company, the terms of the director or directors elected by such holders shall
expire at the next succeeding annual meeting of shareholders.
Section 3: Initial Directors. The names and addresses of the
----------- -------------------
directors who first served on the original board of directors were:
Jerry Richmond
1625 Larimer Street, Suite 801
Denver, Colorado 80201
Tony K. Baker
1601 Clayton Road
San Jose, California 95127
Frank L. Lucero, Jr.
5018 Impatiens Drive
San Jose, California 95111
Section 4: Vacancy on Board. If a vacancy occurs on a board of
----------- ----------- -----
directors, including a vacancy resulting from an increase in the number of
directors: (i) the shareholders may fill the vacancy; (ii) the board of
directors may fill the vacancy; or (iii) if the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office.
Section 5: Compensation. Unless otherwise provided in the bylaws, the
--------- ------------
board of directors may fix the compensation of directors.
DATED: February 17, 1996
IN WITNESS WHEREOF, the undersigned has placed his hand.
/s/ Jerry Richmond, President
NOTARY PUBLIC:
/s/ Stevie K. Bear)
