NETUSA INC/CO/
10QSB, 1999-05-21
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, 1998

[ ]	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	




Part I - Financial Information

Item 1: Financial Statements

(Note: unaudited, as permissible under Item 310(b) of Regulation S-B.)

Balance Sheet

					1998				1997
Current Assets
Cash			309,035		48,617
A/R			157,202		415,986
Inventory		9,035		4,052
Prepaid Expenses		2,666		17,852
Deferred Income Tax Asset		-		14,679
		______________	_____________
Total Current Assets		477,937		501,185

Property & Equipment
At Cost		303,666		276,790
Less: Accumulated Depre.		(218,897)		(191,827)
		______________	______________
Net Property & Equipment		84,769		84,963

Long-Term Assets
Def. IX Assets - LT		-		918,173

Other Assets
Notes Receivable		-		80,000
Investment at Cost		14,576		100,000
Other Assets		10,391		779,338
Goodwill		143,125		-
		______________	______________
Total Other Assets		168,091		959,338

TOTAL ASSETS		730,798		2,463,659

Current Liabilities
Accounts Payable		270,282		373,419
Payroll Payable		859		513
State Income Tax Payable		-		-
Lease Obligation - Current		5,272		7,556
Accrued Liabilities		40,135		8,194
Other Liabilities		37,611		-
Due to Shareholders		25,372		-
		______________	______________
Total Current Liabilities		379,530		389,682

Long-Term Liabilities
Lease Obligation - LT		8,698		13,969
Note Payable		204,976		214,567
Due to Shareholders		131,070		-
		______________	______________
Total Long-Term Liabilities	344,764		228,537

Stockholders' Equity
Common Stock		5,979		4,468
Add. Paid-In Capital		4,245,580		3,796,551
Treasury Stock		(14)		-
Add. Paid-In Cap. (Trea. Stock)	22,047		-
Current Deficit		(126,551)		(89,741)
Retained Deficit		(4,138,538)		(1,865,838)
		______________	______________
Total Stockholders' Equity		6,504		1,845,440

TOTAL S/H AND LIABILITIES		730,798		2,463,659

			0.00		0.00

Statements of Operations for the Three Months Ended Dec. 31, 1998 and 1997

		Three Months Ended	Three Months Ended
		Dec. 31, 1998		Dec. 31, 1997

Sales			817,850		262,087

Cost of Sales		(726,409)		(117,281)
		______________	______________
Operating Income		91,441		144,806



Salaries and Wages		(101,197)		(53,022)

Employee Benefits		(24,732)		(21,530)
		______________	______________
Total Salary and Benefits		(125,929)		(74,552)


Administrative
& General Expenses		(138,690)		(138,781)

Depreciation & Amortization	(7,351)		(6,006)

Marketing Expense		(17,720)		(14,644)

Interest Expense		(5,373)		(6,229)

Financial Expense		(41)		-
		______________	______________
Total Operating Expenses		(295,104)		(238,213)
		______________	______________
Gain/(Loss) from Operations	(203,663)		(93,406)

Other Income		75,113		3,665
			______________		______________
Gain/(Loss) before Taxes		(128,551)		(89,741)

Provision for Current
Year's Income Tax		-		-
		______________	______________
Net Income (Loss) for the
Year after Tax		(128,551)		(89,741)

Shares Outstanding		6,222,048		4,527,818

Profit (Loss) Per Share		(0.02)		(0.02)

Item 2:	Management's Discussion and Analysis or Plan of Operation

(1) The Company

	NetUSA, Inc., previously named Technology Management and 
Marketing, Inc., was incorporated under the laws of the State of 
Colorado on Dec. 31, 1985.  During the period May 1990 to December 31, 
1995 the Company was inactive.  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, in addition, operates a division with the 
trade name Recomex located in San Diego, Calif., that distributes 
various kinds of computer peripherals.  The Company also provides a 
newly developed telecommunications system for offering Internet web 
site services and facilitating fax and telephone service worldwide.  
Over the past quarter, the Company has been working to expand its web 
services, in the form of its SoftwareCenter website, which retails 
software products from many software companies.  The Company is also, 
in cooperation with Eden, N. C.-based The Candy Professionals, 
planning to launch a web confection retail site named CandyCenter.

(2)  Results of Operations

The operating income for the quarter ending Dec. 31, 1998 was 
$91,441, a decrease of $53,365 from the quarter ending Dec. 31, 1997.  
This decrease is mainly due to the increase in the cost of sales from 
the Recomex division.

The operating expenses for the quarter ending Dec. 31, 1998 was 
$295,104, an increase of $56,892 from the quarter ending Dec. 31, 
1997.  The increase is mainly due to the Company's recent hiring of 
new personnel to enhance the Company's web services, and also due to 
the assumption of Recomex's payroll.  The Company believes that the 
expenditures on personnel will help the Company to accomplish its 
goals of popularizing its SoftwareCenter and CandyCenter websites, 
thus in the long run bringing in a significant increase in revenue.

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.

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:	February 19, 1999			/s/ Wun C. Chiou, President
							and Chairman of the Board



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